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HomeMy WebLinkAbout2014-01-27 Board of Selectmen Agenda Packet I TOWN OF NORTH ANDOVER BOARD OF SELECTMEN 1.20 MAIN STREET NORTH ANDOVER,MASSACHUSETTS 01845 Rosemary Connelly Smedile Chairman , William F. Gordon TEL. (978)688-9510 Donald B. Stewart FAX(978)688-9556 Richard M.Vaillancourt Tracy M.Watson BOARD OF SELECTMEN&LICENSING COMMISSIONERS AGENDA MONDAY,JANUARY 27,2014 at 7:00 PM TOWN HALL MEETING ROOM I. CALL TO ORDER 11. EXECUTIVE SESSION III. PLEDGE OF ALLEGIANCE IV. APPROVAL OF MINUTES A. January 6,2014 Open Session Minutes, as written V. COMMUNICATIONS AND ANNOUNCEMENTS A. Swearing-In Ceremony: Firefighter Scot D.Harris B. GFOA's Distinguished Budget Presentation Award C. Massachusetts Tree Wardens' and Foresters' Association—'Tree Warden of the Year Award'to John Lavin V1. CONSENT ITEMS A. Emerald Ash Borer—Ken Gooch,Department of Conservation and Recreation B. Affordable Unit Resale—46 Ciderpress Way(Meetinghouse Commons) C. Acceptance of Donation($1,500)from Schneider Electric to Fire Department D. Endorsement for a Massachusetts Recreational Trails grant application by North Andover Improvement Society for Open Space Kiosk Signage Improvement E. Appointment of Custodian for 42 Berkeley Road,North Andover(MGL c60, §77B) F. Purchase&Development of former Bradstreet School Property 1. Purchase and Sale Agreement 2. Land Development Agreement G. Town Manager's Annual Performance Evaluation VII. LICENSING COMMISSIONERS A. Donna Warne requests a Common Victualler License for Corporate Chefs,Inc at 1600 Osgood Street VIII. PUBLIC HEARING IX. OLD BUSINESS X. NEW BUSINESS XL PUBLIC COMMENT XII. TOWN MANAGER'S REPORT A. `Ask the Manager' B. FYI Snow Budget Report C. Police Department—December 2013 Crime Statistics D. December 2013 and Calendar Year 2013 website data XIII. NEXT MEETING DATE February 10,2014 XIV. ADJOURNMENT Approval of Minutes BOARD OF SELECTMEN MINUTES JANUARY 6, 2014 CALL TO ORDER: Chairman Rosemary Smedile called the meeting to order at 7:00 PM at Town Hall Meeting Room. ATTENDANCE: The following were present: Rosemary Smedile Chairman; Richard Vaillancourt, Clerk; Tracy Watson, Licensing Chairman; Donald Stewart, William Gordon, and Andrew Maylor, Town Manager and Ray Santilli, Assistant Town Manager. PLEDGE OF ALLEGIANCE APPROVAL OF MINUTES: Richard Vaillancourt made a MOTION, seconded by William Gordon, to approve the Open Session Minutes of December 16, 2013, as written. Vote approved 5-0. COMMUNICATIONS ANNOUNCEMENTS AND PUBLIC COMMENT: Community Preservation Act(CPA)– FY14 Project Submittal Process Town Manager Andrew Maylor stated that the CPA committee has worked together to provide and post an application document online for anyone interested in applying for CPA funds for a project. The Federal government has increased their funds from $400,000 to $800,000. Communications from the Board Money Magazine featured North Andover as one of the top communities for wealthy single individuals. North Andover Patch has named Andrew Maylor as"Person of the Year" CONSENT ITEMS: Acceptance of Donation $100) from James & Maria Rosati to Police Department William Gordon made a MOTION, seconded by Donald Stewart that the Board of Selectmen accepts the donation from James & Maria Rosati of$100 to the Police Department for any needed service or materials the Department may require. Vote approved 5-0. Acceptance of Donation ($500) from Elizabeth Armstronq to Fire Department Donald Stewart made a MOTION; seconded by Tracy.Watson, that the Board of Selectmen accepts the donation from Elizabeth Armstrong 6f$500 in memory of her husband, William D. Armstrong, to the Fire Department in support of the Emergency Response Team (EMT) service. Vote approved 5-0. Appointment'as'Harbor Master—Peter Boynton, MGL c102, §19 provides for the Board of Selectmen to appoint a harbor master. Although the Town does not have a harbor, the appointed position does have specific responsibilities as a component of other statues in regards to the Merrimack River and Lake Cochichewick. William Gordon made a MOTION, seconded by Donald Stewart, that the Board of Selectmen appoints Peter Boynton as Harbor Master for the Town of North Andover. Vote approved 5-0. Police Chief Paul Gallagher contract extension Police Chief Paul Gallagher contract expires on June 30, 2014. It is recommended the Board approve a new two-year contract extension for the period of July 1, 2014 through June 30, 2016. Donald Stewart made a MOTION, seconded by Tracy Watson that the Board of Selectmen approves a two-year contract extension for Police Chief Paul Gallagher for the period of July 1, 2014 through June 20, 2016. Vote approved 5-0. LICENSING COMMISSIONERS: Richard Vaillancourt made a MOTION, seconded by Donald Stewart, to open a meeting of the North Andover Licensing Commission. Vote approved 5-0. Board of Selectmen Minutes January 6, 2014 2 Jennifer Konopisos on behalf of Merrimack College requests a One Day Wine & Malt License Request for a One Day Wine & Malt License for a reception at the Rogers Center, McCoy Gallery, on January 23, 2014 from 5:00 p.m. to 7:00 p.m. Rosemary Smedile made a MOTION, seconded by Richard Vaillancourt, acting as Licensing Commissioners, approves a One-Day Wine & License for a reception at the Rogers Center, McCoy Gallery on January 23, 2014, from 5:00 p.m. to 7:00 p.m. Vote approved 5-0. William Cody of Cody's Auto Sales & Service requests a Class II License at 77 Main Street Mr. William Cody is seeking permission to do business as Cody's Auto Sales & Service at 77 Main Street. Richard Vaillancourt made a MOTION, seconded by Rosemary Smedile, acting as Licensing Commissioners; approve a Class II License for Cody's Auto Sales & Service at 77 Main Street, North Andover. Vote approved 5-0. 2014 Entertainment License for Smolak Farms In attendance from Smolak Farm were Michael Smolak and Ashley Piazza. Attorney Tim Schiavoni was present representing abutters to the Smolak Farm. There was a lengthy discussion about the increased activity of functions at the farm in recent years and the noise levels during weekend nights. Mr. Smolak informed the Board he is working with a sound engineer to move the dance floor and music to direct sound away from Dale Street, is installing sound proofing panels that absorb the sound, and will meet with each DJ before an event to make sure that they follow certain protocol regarding sound volume. Attorney Schiavoni requested the Board grant Smolak Farm its license subject to their getting approval from the Department of Agriculture to be in compliance with the restrictions and activities at the farm. Rosemary Smedile made a MOTION, seconded by Richard Vaillancourt, acting as Licensing Commissioners: to renew and approve a 2014 Entertainment License from May-December for Smolak Farms with the following conditions: Hours shall be Monday thru Thursday 8:00 a.m. to 8:00 p.m., Friday and Saturday 8:00 a.m. to 10:00 p.m., and Sunday 12:00 noon to 9:00 p.m.; Smolak Farms implement the changes as presented; and install the sound proofing panels. An exception to the Sunday hours will be May 4, 2014 (7:00 a.m. to 9:00 p.m.) and October 12, 2014 (12:00 noon to 10:00 p.m. Vote approved 4-1 (William Gordon opposed). William Gordon made a MOTION, to not grant an entertainment license until the Department of Agriculture has determined that the events at Smolak Farms are allowed and are in compliance with the recorded restrictions. Motion failed for lack of second. Rosemary Smedile made a MOTION, seconded by William Gordon, to close a meeting of the North Andover Licensing Commission. Vote approved 5-0. TOWN MANAGER'S REPORT: Ask the Manager The Town Manager provides responses to questions posed by members of the public and the Board regarding general operational issues. Capital Project Status Report The Town Manager provided a status summary of on-going capital projects as well as a milestone timeline through the end of April 2014. The summaries will be provided on a monthly basis ADJOURNMENT: William Gordon made a MOTION, seconded by Tracy Watson, to adjourn the meeting at 8:40 p.m. Vote approved 5-0. Adele J. Johnson Executive Assistant Richard Vaillancourt, Clerk of the Board Communications And Announcements TOWN OF NORTH ANDOVER Fire Department Fire Prevention Office Central Fire 1leadquarters 124 MAIN STREET NORTH ANDOVER, MASSACHUSETTS S 01845 Telephone(978) 688-9593 FAX (978) 688-9594 Andrew Helnikas Fire Chief atnelni azs it?Towno l�o�th 4ndoven.corn Lt Frederick McCarthy Fire Prevention O cer E-,VfcC.`arthy(a},town(�fiiorthandover.conz December 23, 2013 To: Andrew Maylor, Town Manager From; Andrew Melnikas, Fire Chief Re: Scot Harris swearing in ceremony Dear Mr. Maylor: Firefighter Scot Harris has successfully completed his one year probationary period, having graduated from the Mass Firefighting Academy. I would like to respectfully request to have Firefighter Harris' swearing in ceremony at the Board of Selectmens meeting on Monday January 27, 2014. Respectfully, Chief:/ddvy Melnikas Government Finance Officers Association 203 North LaSalle Street Suite 2700 RECEIVED Chicago,Illinois 60601-1210 T 0 W H H ii I''F H A c D`z 1 �,' 1 312.977.9700 fax: 312.977.4806 ® 201It JAN 13 Pt'l 2: 2 January 5, 2014 i"t A S :; f j "- ' I 'x Mr. Andrew Maylor Town Manager Town of North Andover 120 Main Street North Andover,MA 01845 Dear Mr. Maylor: I am pleased to notify you that Town of North Andover, Massachusetts has received the Distinguished Budget Presentation Award for the current budget from the Government Finance Officers Association(GFOA). This award is the highest form of recognition in governmental budgeting and represents a significant achievement by your organization. When a Distinguished Budget Presentation Award is granted to an entity, a Certificate of Recognition for Budget Presentation is also presented to the individual or department designated as being primarily responsible for its having achieved the award. This has been presented to: Lyne M. Savage,Finance Director/Town Accountant We hope you will arrange for a formal public presentation of the award, and that appropriate publicity will be given to this notable achievement. A press release is enclosed for your use. We appreciate your participation in GFOA's Budget Awards Program. Through your example,we hope that other entities will be encouraged to achieve excellence in budgeting. Sincerely, VV Stephen J. Gauthier,Director Technical Services Center Enclosure Washington,DC Office 1301 Pennsylvania Avenue, N.W, Suite 309 - Washington, DC 20004 • 202.393.8020 o fax: 202.393.0780 www.gfoa.org Government Finance Officers Association 203 North LaSalle Street, Suite 2700 Chicago,Illinois 60601-1210 312.977.9700 ,fax: 312.977.4806 January 5, 2014 PRESS RELEASE For Further Information Contact Stephen J. Gauthier(312)977-9700 Chicago--The Government Finance Officers Association of the United States and Canada(GFOA) is pleased to announce that Town of North Andover,Massachusetts has received the GFOA's Distinguished Budget Presentation Award for its budget. The award represents a significant achievement by the entity. It reflects the commitment of the governing body and staff to meeting the highest principles of governmental budgeting. In order to receive the budget award, the entity had to satisfy nationally recognized guidelines for effective budget presentation. These guidelines are designed to assess how well an entity's budget serves as: • a policy document • a financial plan • an operations guide • a communications device Budget documents must be rated"proficient" in all four categories, and the fourteen mandatory criteria within those categories,to receive the award. When a Distinguished Budget Presentation Award is granted to an entity, a Certificate of Recognition for Budget Presentation is also presented to the individual or department designated as being primarily responsible for its having achieved the award. This has been presented to Lyne M. Savage, Finance Director/Town Accountant. For budgets including fiscal period 2012, over 1,340 entities are expected to received the Award. Award recipients have pioneered efforts to improve the quality of budgeting and provide an excellent example for other governments throughout North America. The Government Finance Officers Association is a nonprofit professional association serving over 17,800 government finance professionals throughout North America. The GFOA's Distinguished Budget Presentation Awards Program is the only national awards program in governmental budgeting. Washington, DC Office 1301 Pennsylvania Avenue,N.W., Suite 309 ® Washington, DC 20004 ® 202.393.8020 °fax: 202.393.0780 www.gfoa.org Consent Items gg! sill INTEROFFICE MEMORANDUM TO: Andrew Maylor,Town Manager DATE: January 14,2014 FR: Bruce Thibodeau,Director of Public Works 9F CC: Ray Santilli,Assistant Town Manager RE: Emerald Ash Borer Briefing at Selectmen's Meeting As I am sure you are aware, the Emerald Ash borer has been found in ash trees here in Town. This is of concern since not only will it affect ash trees but all hard wood trees. I had a discussion with Ken Gooch of DCR, at the Tree Warden's Conference, who would like to investigate the issue so they can get a handle on the extent of the problem. I am asking Curt to set up a technical review meeting next week with DPW, Conservation, Planning, and Health so that Mr. Gooch can brief the staff. It also may be helpful to have him brief the Selectmen and if DCR will need permission to do this work on Town property he should request it at that time. Time is of concern here and if we could get on the agenda for the January 270i meeting it will be helpful. i dcr Massachusetts 0 January 21,2014 Mr. Andrew Maylor North Andover Town Manager 120 Main Street North Andover,MA 01 845 Dear Mr.Maylor, The Massachusetts DCR Forest Health Program working in cooperation with the U.S.Forest Service is currently in the process of delineating the recent find of Emerald ash borer in the town of North Andover. As part of this work some ash trees in forested areas within a 3-5 mile radius of the initial location where EAB was found need to be felled and bark peeled off.We use this method to determine the level of infestation and current spread of the insect. In addition the information gathered will be used to determine the next steps that need to be taken to manage this forest insect threat. In order to complete a portion of this necessary work we are asking the Town of North Andover for permission to drop and peel trees on town owned properties specifically: Osgood woods,Mazurenko Farm Conservation Area and Town Farm Conservation Area.We would select trees that are in forested stands primarily away from areas where there could be public access conflicts. The selected ash trees would be 6-12 inches in diameter, dropped and 3-4 one meter logs removed. These logs would them be taken to a central location at Harold Parker State Forest for peeling off the bark. We are looking for signs of the Emerald ash borer larvae which at this point are feeding on the inner bark of ash trees.The information gathered will then be used to develop future management plans for this invasive forest insect. We would provide the town a report of what we find and work with your DPW Director and Tree Warden to determine the next steps. Thank you for your consideration on this important matter. Kenneth Gooch Mass DCR Forest Health Program Director 413-687-1724 ken. og och@state.ma.us I COMMONWEALTH OF MASSACHUSETTS EXECUTIVE OFFICE OF ENERGY & ENVIRONMENTAL AFFAIRS Department of Conservation and Recreation Richard K.Sullivan Jr.,Secretary 251 Causeway Street, Suite 600 ;.r Deval L. Patrick Executive Office of Energy&Environmental Affairs Boston MA 02114-2119w. Governor 617-626-1250 617-626-1351 Fax John P. Murray,Commissioner www.mass.gov/dcr Department of Conservation&Recreation CONSERVATION DEPARTMENT Community Development Division MEMORANDUM DATE: January 23, 2014 TO: Andrew Maylor, Town Manager CC: Ken Gooch, DCR Forest Health Program Supervisor FROM: Jennifer Hughes, Conservation Administrator and North Andover Conservation Commission(NACC) SUBJECT: Emerald Ash Borer Investigations on Commission Controlled Property and within Wetland Protection Act and Wetland Bylaw Jurisdiction After meeting with Ken Gooch of the DCR Forest Health Program,I briefed the NACC on the investigatory work that DCR wishes to do on several town owned properties. The NACC agreed that the proposal to fell a limited number of trees and potentially girdle more,is important to maintain forest health and help control the spread of the Emerald Ash Borer. Mr. Gooch of DCR stated that trees would be investigated at Mazurenko Farm and perhaps other properties under the care,custody and control of the NACC. In addition,some of this work is likely to occur with the 100-foot buffer zone to jurisdictional wetlands. The NACC will not require additional permitting for the limited investigations proposed. This is in accordance with 10.02 (2) (b) 1.g. of the 310 CMR 10.00 (Wetland Protection Act Regulations) which allows"Activities that are temporary in nature,have negligible impacts and are necessary for planning and design purposes' to proceed without further regulation. If you have additional questions,please do not hesitate to contact me. I 1600 Osgood Street,Suite 2035,North Andover,Massachusetts 01845 Phone 918.688.9530 fax 918.688.9542 Web www.townofnorthandover.com Thomas D. Zahoruiko 78 Great Pond Road North Andover, MAO 1845 978-687-2635 January 2, 2014 Town of North Andover Board of Selectmen 120 Main Street North Andover, MA 01845 Re: Notice pursuant to the Deed Rider under Chapter 40B of the Massachusetts General Laws and recorded at NERD book 9653 page 319, of Right of First Refusal Option to Purchase 46 Ciderpress Way, a townhome at Meetinghouse Commons, located at Town of North Andover Assessors Map 104C Parcel 28. Dear Members of the Board of Selectmen: In accordance with the Deed Rider recorded at book 9653 page 319, this letter serves as formal notice to the Town of the unit owners' intent to sell the Property at 46 Ciderpress Way as a single family residential townhome. Citizens Housing and Planning Association (CHAPA), the Monitoring Agent for the Property, has established the maximum current selling price as $178,600.00 as of August 29, 2013, which is the offering price to the Town pursuant to this Notice. This townhome consists of approximately 1256 square feet, 2 bedrooms, 1.5 baths, kitchen, loft, dining and living rooms, basement, 1-car garage, and rear deck, further described as Unit TH7-2 in Exhibit B to Master Deed and recorded at NERD book 13022 page 201 If the Town decides that it is not in the Town's best interest to exercise its right of first refusal to purchase the Property before the 60-day Notice period expires, the Owner respectfully requests the Town to deliver a notice of non-exercise to the Owner signed by the Board of Selectmen and identifying the unit, 46 Ciderpress Way, in a form suitable for recording with the North Essex Registry of Deeds. Thank you for your cooperation with this matter. Please contact me with any questions or concerns. ;Sincerely, mas D. Zahoruiko I COMMUNITY DEVELOPMENT DIVISION Building Conservation Health Planning Zoning MEMORANDUM TO: Andrew W. Maylor,Town Manager FROM: Curt Bellavance, Director RE: Affordable Unit Resale #46 Ciderpress Way DATE: January 21, 2014 The Board of Selectmen has been notified regarding their right of first refusal for the property identified as#46 Ciderpress Way at Meetinghouse Commons. The Board has 60-days to notify the owner. Our office would recommend that the Board of Selectmen should not exercise their right of first refusal for the affordable housing unit. If the Town chooses to exercise its right,then it would be the responsibility of the Town to purchase the property or locate an individual to purchase the property. CHAPA(Citizens' Housing and Planning Association),which is the monitoring agent for the Town and several other communities, has better resources to preserve the unit as affordable. The Town's Housing Trust has also been working with CHAPA on improving the marketing of local affordable units. As outlined in the deed rider for the Meetinghouse Commons, LLC,the timeframe is 120 days for the owner with help from CHAPA to identify an eligible purchaser. The deadline to act is March 3. If the Board does not act the right of first refusal is deemed authorized. It is recommended that the Board of Selectmen not exercise their right of first refusal. Once the Board makes a determination the owner must work with CHAPA on identifying an eligible purchaser. 1600 Osgood Street,North Andover,Massachusetts 01845 Phone 978.688.9531 Fax 978.688.9542 Web www.townofnorthandover.com Schneider OEIectric January 6, 2014 North Andover Fire Department c/o Chief Andrew Melnikas 124 Main Street North Andover, MA 01845 Dear Superintendent Hutchinson: Please accept our donation of$1,500 for the North Andover Fire Department. Schneider Electric values the work you do within the community. Thank you. Sincerely, (ze--v F——, Barry Coflan Sr. Vice President Schneider Electric One High Street North Andover,MA 01845 USA - Tel.+1 978 975 9600 Fax+1 978 975 9674 www.schneider-electric.com/buildings NORTH ANDOVER FIRE DEPARTMENT C/O CHIEF ANDREW MELNIKAS 124 MAIN STREET NORTH ANDOVER MA 01845 SCHNEIDER ELECTRIC BUILDINGS, LLC P.O. BOX 2940, LOVES PARK, IL 61132-2940 NO. 532868 DATE: 12-16-13 INVOICE/ INVOICE DESCRIPTION DOCUMENT GROSS AMOUNT DISCOUNT AMT. NET AMOUNT CONTRACT DATE 120613 ENC 12-06-13 120613 ENC P02 0090621 1,500.00 0.00 1,500.00 THE ATTACHED CHECK IS IN FULL SETTLEMENT OF 1,500.00 0.00 1,500.00 EMS LISTED-DETACH BEFORE DEPOSITING TOT S THE ORIGINAL DOCUMENT HAS A WHITE REFLECTIVE WATERMARK ON THE BACK,HOLD AT AN ANGLE TO VIEW.DO NOT CASH IF NOT PRESENT. Schrder No �328s;$1. SCHNEIDER EL ECTRIC..BUILDINGS, LLG: �PMorg� cna:eaa^k�.^ Chicago;IL P O SOX 2:940 LOVES PARK; IL 61132-2940 70-2322 719 DATE 12-16-13 AMOUNT y 1,500.0 0 m *ONE THOUSAND FIVE HUNDRED AND 00/100* NORTH ANDOVER FIRE DEPARTMENT 0 C/O CHIEF ANDREW MELNIKAS 124 MAIN STREET - AUTH RIZE $IG aTURE VOID OVER 1;600.00 u■ S 3 28 68u' 1:0 7 19 2 3 2 2 6i: 7 7 7 L 4089800 i i I North Andover Improvement Society-Friends of North Andover Trails North Andover Open Space Kiosk Signage Improvement Project Summary: Over the past three years,the town has installed seven kiosks at town open space trailheads around town, with two more planned. The kiosks currently display trail maps,acceptable uses,rules and regulations,precautions and area history. Working closely with the Conservation department,Friends of North Andover Trails volunteers would like to design and install full-color 4-foot square signs for the kiosks with the following goals in mind: •Attractive,welcoming signage will encourage use of town trails. •A consistent,easily recognizable look and feel across all kiosks will increase awareness of town trail locations. Pending endorsement by the town,FONAT will be applying for a Massachusetts Recreational Trails grant to fund printing of the ten signs on an aluminum composite material called DIBOND. This material was recommended to us by the Trustees of Reservations staff,which currently uses it for their signage. Grant amount requested will be$2155 and will cover the cost of materials and printing. Since this will be on town land,the grant application requires that we include a signed statement from the appropriate landowner or manager authorizing the project and ensuring"continuing public access". We're before the Selectmen seeking your approval and this signed statement. �, "��%�w` � 4 c e�i" '���iK?„'�a £><m f�2' r .c l F"� k k;i.,g,.�.. ,x:�'�`i 9N'J??^���' t'✓4� � ,y E F � "u M��� .. ,� E` 4 y�a��• tin � �P 7 t 4 �' k R I t. , ;^�` Of r The above Photoshop mockup demonstrates the improvement in appearance that we hope to achieve. Proposed Project Locations:Mazurenko Farm,Carter Fields,Osgood Hill,Half Mile Hill,Stevens Estate(kiosk not yet installed),Windrush Farm(kiosk not yet installed),Foster Farm,James Swamp,Town Farm,Shawsheen River(wooden kiosk predating the others.) [SEAL] COMMONWEALTH OF MASSACHUSETTS LAND COURT DEPARTMENT OF THE TRIAL COURT Case No.: 07 TL 134872, JUDGMENT IN TAX LIEN CASE Town of North Andover VS. J. Alan Roberts,Maureen Roberts This case came on to be heard and was argued by counsel, and thereupon, upon consideration thereof, it is ADJUDGED and ORDERED that all rights of redemption are forever foreclosed and barred under the following deed(s) given by and/or the tax taking(s)made by the Collector of Taxes for the Town of North Andover in Essex County and said Commonwealth: Certificate of Land Type Tax Taking Date Book No. Page No. Document No. Title No. Recorded 04/29/1993 3766 91 By the Court: Deborah J. Patterson Attest: t= Deborah J. Patterson E " `- 3RD 8 Recorder Entered January 6,2014 K:\LANDCOURTFORMS\LC1'L003A:DOC TD:4:'12/05 DateMme Printed:V1 O/14 4.20 FM l of] Residential Property Record Card PARCEL ID:210/047.0-0074-0000.0 MAP:047.0 BLOCK:0074 LOT:0000.0 PARCEL ADDRESS:42 BERKELEY ROAD FY:2014 PARCEL INFORMATION Use-Code: 101 Sale Price: 144,900 Book: 01630 Road Type, T inspect Date: 0212212010' Tax Class: T Sale Date: 12/20182 Page: 0112 Rd Condition: P Meas Date: 02/22/2010 Owner: Tot Fin Area: 3164 Sale Type: P Cert/Doc: Traffic M Entrance: X ROBERTS,J ALAN Tot Land Area: 0.29 Sale Valid: Y Water: Collect Id: RRC MAUREEN F ROBERTS Grantor: AMBROSE DEVELOPMENT Sewer: Inspect Reas: C Address: _ 42 BERKELEY ROAD Exempt-B/L% I Resid-B/L% 1001100 Comm-B/LP/o Indust-B/L% I Open Sp-B/L% / NORTH ANDOVER MA 01845 RESIDENCE INFORMATION LAND INFORMATION Style: CL Tot Rooms: 7 Main Fn Area: 1268 Attic: NBHD CODE: 7 NBHD CLASS: 7 ZONE: R4 Story Height: 2.00 Bedrooms: 4 Up Fn Area: 1896 Bsmt Area: 1268 Seg Type Code Method Sq-Ft Acres Influ-Y/N Value Class Roof:' G Full Baths: 2` Add Fn Area: fn Bsmt Area: 1 P 101 S 12564 0.290 190,220 Ext Wall: AV Half Baths: 1 Unfin Area: Bsmt Grade: VALUATION INFORMATION Masonry Trim: Ext Bath Fix: 0 Tot Fin Area: 3164 Current Total: 532,600 Bldg: 342,400 Land: 190,200 MktLnd: 190,200 Foundation: CN Bath Qual: T RCNLD: 342363 Prior Total: 542,400 Bldg: 342,400 Land: 200,000 MktLnd: 200,000 Kitch QuaL T Eff Yr Built: 1990 Mkt Adj: Heat Type: HW Ext Kitch: Year Built: 1981 Sound Value: Fuel Type: G Grade: G Cost Bldg: 342,400 Fireplace: 1 Bsmt Gar Cap: Condition: G Aft Str Val 1: Central AC: N Bsmt Gar SF: Pct Complete: Aft Str Val2:'i Aft Gar SF: 484%Good P/F/E/R: 1/100/89 Porch Tvae Porch Area Porch Grade Factor W 308 SKETCH PHOTO { fr f 14 14 a , 308 Sq.Ft 10 16 'q 6 FUG{l�iwt8 1412 SgFt: FM Q1� 1268 Sq.ft 26 22 484 Sq.Ft 22 B 1268.Sq.Ft 42 BERKELEY ROAD 22 1 Parcel ID:210/047.0-0074-0000.0 as of 1/21/14 Page 1 of 1 General Laws: CHAPTER 60, Section 77B Page 1 of 2 --`'Print PART I ADMINISTRATION OF THE GOVERNMENT (Chapters 1 through 182) TITLE IX TAXATION CHAPTER 60 COLLECTION OF LOCAL TAXES Section 77B Management, sale, or lease by municipalities; land acquired through foreclosure or under I Sec. 80; notice Section 77B. The mayor of any city or the selectmen of any town which holds property acquired by foreclosure of tax titles or acquired under section eighty may appoint a custodian who shall have the care, custody, management and control of all property heretofore or hereafter so acquired by said city or town. The custodian shall serve during the pleasure of the mayor or selectmen and shall receive as his compensation, if any, a sum fixed by the mayor or by the selectmen. The custodian, acting on behalf of the city or town, may, notwithstanding any provision of law, ordinance or by-law inconsistent herewith, sell at public auction any such property, first sending a notice thereof as herein provided to the owner of record immediately prior to the acquisition by the city or town of the title to such property. Such notice shall contain a description of the property to be sold sufficient to identify it, shall state the date, time and place appointed for the sale thereof and the terms and conditions of such sale, and shall be sent by registered mail to the address of such owner as appearing upon the records of the assessors of the city or town, at least fourteen days before such sale. The custodian shall also, not less than fourteen days before such appointed date, post a similar notice in two or more convenient and public places in the city or town. Failure to send or to post a notice as herein provided, or any insufficiency in the notice sent or posted, shall not invalidate the title to any property sold hereunder. The custodian may reject any and all bids at such sale or any adjournment thereof if in his opinion no bid is made which approximates the fair value of the property, and he may adjourn the sale from time to time for such periods as he deems expedient, giving notice thereof at the time and place appointed for the sale or for any adjournment thereof. After any such sale and upon payment by the purchaser to the city or town of the amount of a bid accepted by the custodian, the treasurer of said city or town shall, on its behalf, execute and deliver any instrument necessary to transfer the title of the city or town to any such property sold under this section. This section shall not be construed to prevent a city or town from disposing of such property under section three of chapter forty, or in any other manner authorized by law. Any officer or board which executes a deed to convey property acquired by a city or town by foreclosure of a tax title or under section eighty, shall not execute such deed to any person https://malegislature.gov/Laws/GeneralLaws/PartI/TitleIX/Chapter60/Section77B/Print 1/21/2014 General Laws: CHAPTER 60, Section 77B Page 2 of 2 unless such person has submitted to said board or officer a statement signed under the pains and penalties of perjury that neither he nor any person who would gain equity in the property as a result of such conveyance has ever been convicted of a crime involving the willful and malicious setting of a fire or of a crime involving the aiding, counseling or procuring of a willful and malicious setting of a fire, or of a crime involving the fraudulent filing of a claim for fire insurance; or is delinquent in the payment of real estate taxes to the city or town in which the property is being sold, or if delinquent, that a pending application for abatement of such tax, or a pending petition before the appellate tax board or the county commissioners has been filed in good faith. If there is more than one grantee of such deed, each grantee must file such statement, and no such deed shall be valid unless it contains a recitation that the board or officer granting the deed has received such statement. If the custodian is of the opinion that a sale of any such property is not immediately practicable, the custodian, acting on behalf of the city or town, may, subject to the approval of the mayor or the selectmen, notwithstanding any provision of law, ordinance or by-law inconsistent herewith, lease such property for a term not exceeding three years, and may on behalf of the city or town execute and deliver such lease. The custodian, subject to appropriation, may employ one or more assistants as may be necessary for the proper performance of his duties. Such assistants shall receive as compensation such amounts as may be approved by the mayor or by the selectmen. https://malegislature.gov/Laws/GeneralLaws/PartI/TitleIX/Chapter60/Section77B/Print 1/21/2014 PURCHASE AND SALE AGREEMENT Agreement made as of this 27th day of January, 2014, by and between the Town of North Andover, a Massachusetts municipal corporation, acting by and through its Board of Selectmen, with an address of 120 Main Street, North Andover, Massachusetts 01845 (hereinafter called "Seller") and Bradstreet Partners, LLC, a Massachusetts limited liability company, with an address c/o Hearthstone Realty Corporation, 28 Andover Street, Andover, Massachusetts 01810 (hereinafter called 'Buyer"). 1. Description. Seller agrees to sell and Buyer agrees to buy the premises in North Andover,Massachusetts, known as the former Bradstreet School and located at 70 Main Street, North Andover, Massachusetts, being Assessor's Map 29, Block 23,Lot 0, and described in deeds recorded with the Essex North Registry of Deeds ("Registry of Deeds") in Book 82, Page 88 and in Book 124, Page 144, with the exception of parcels conveyed out in deeds recorded with the Registry of Deeds in Book 906,Page 452 and in Book 337,Page 419 (hereinafter referred to as the"Premises"). 2. Title. The Premises are to be conveyed by a good and sufficient Quitclaim Deed(the"Deed"), and said Deed shall convey a good and clear record and marketable title thereto, free from encumbrances, except a. Provisions of existing building and zoning laws and subdivision laws; b. Such real estate taxes for the then current year as are not due and payable on the date of the delivery of such Deed; C. Any liens for municipal betterments assessed after the date of this Agreement; d. Easements and restrictions of record insofar as the same will not materially interfere with the Buyer's proposed use of the Premises as a mixed-use commercial (retail/office) and residential use development; and e. The Land Development Agreement,requiring the Premises to be used as the site of a mixed-used commercial and residential development (the "Development"), as defined in Paragraph 19 hereof. The Buyer shall cause to be prepared, at its sole expense, a plan of the Premises suitable for recording at the Registry of Deeds,which plan will be recorded with the Deed from the Seller to the Buyer. 3. Purchase Price. The agreed Purchase Price for the Premises is Three Hundred Thousand and 00/100 ($300,000.00) Dollars, of which Fifteen Thousand and 00/100 ($15,000.00) Dollars (5% of the Purchase Price)was paid in connection with the submission of the Buyer's proposal in response to a Request for Proposals, referred to in Paragraph 18 hereof, and an additional Fifteen Thousand and 00/100 ($15,000.00) Dollars (5% of the Purchase Price) which shall be paid upon execution of this Agreement, said payments, collectively, the Deposit. The Deposit shall be applied to the Purchase Price at closing, or shall be refunded if certain contingencies are not satisfied, as set forth at Paragraphs 20(b) and 20(c) hereof. The balance of the Purchase Price shall be paid in full at the time of delivery of the Deed in cash,by certified or bank check, or by wired funds. 4. Delivery of Deed. The Deed is to be delivered and the balance of the Purchase Price paid at ten o'clock A.M. within sixty(60) days from the receipt of all permits and approvals for the Development, as set forth in Paragraph 20(c) of this Agreement ("Closing Date"), at the Essex North Registry of Deeds, unless otherwise agreed upon in writing. It is agreed that time is of the essence of this Agreement. In no event, however, shall the Closing Date be later than December 30, 2014, unless agreed to in writing by the Buyer and the Seller. 5. Possession and Condition of Premises. Full possession of the Premises, free of all tenants and occupants, is to be delivered at the time of delivery of the Deed, said Premises to be then in the same condition as they now are, reasonable use and wear thereof excepted. The Buyer shall be entitled to personally inspect said 2 Premises prior to the delivery of the Deed in order to determine whether the condition thereof complies with the terms of this Paragraph. 6. Extension to Perfect Title and Satisfy Conditions. If Seller shall be unable to give title or to make conveyance, or to deliver possession of the Premises, or the Premises do not conform with the provisions hereof, then Seller shall use commercially reasonable efforts, to remove any defects in title, or to deliver possession as provided herein, or to make the Premises conform to the provisions hereof, as the case may be, in which event the Seller shall give written notice to the Buyer at or before the time for performance hereunder and thereupon, and the date for closing shall be extended for a period of thirty (30) days to the Extended Closing Date. If on the Extended Closing Date Seller, having used such efforts, shall have failed so to remove any defects in title, deliver possession, or to make the Premises conform, as the case may be, all as herein agreed, then, at Buyer's option, this Agreement shall be terminated, the Deposit shall be forthwith refunded, and all other obligations of the parties hereto shall cease and this Agreement shall be null and void and without recourse to the parties hereto. In no event shall Seller be obligated to spend more than Five Thousand and 00/100 ($5,000.00) Dollars under this Paragraph, including monies expended in attorney's fees. 7. Buyer's Election to Accept Title. Buyer shall have the election, at the Closing Date or the Extended Closing Date, to accept such title as Seller can deliver to the Premises in their then condition, in which case Seller shall convey such title, and Buyer shall pay the Purchase Price without deduction. 8. Acceptance of Deed. The acceptance and recording of the Deed by Buyer shall be deemed to be a full performance and discharge of every agreement and obligation herein contained or expressed, except such as are, by the terms hereof and in the Land Development Agreement incorporated by reference herein,to be performed after the Closing Date. 3 9. Buyer's Default—Damages If Buyer shall fail to fulfill Buyer's agreements herein, including without limitation, Buyer's failure to pay the balance of the agreed Purchase Price on the Closing Date or the Extended Closing Date, all deposits paid hereunder by the Buyer shall be retained by the Seller as liquidated damages and this shall be the Seller's only recourse in law and at equity. 10. Adiustments. Water and sewer charges, and any other utility charges allocable to the Premises, shall be apportioned and adjusted, as of the day of performance of this Agreement and the net amount thereof shall be added to or deducted from, as the case may be, the Purchase Price payable by the Buyer at the time of delivery of the Deed. A payment in lieu of taxes shall be paid in accordance with G.L.c. 44, §63A as of the day of performance of this Agreement and the amount thereof shall be added to the Purchase Price payable by Buyer at the time of the delivery of the Deed. 11. Liability of Trustees or Fiduciaries If the Seller or Buyer executes this Agreement in a representative or fiduciary capacity, only the principal or the estate represented shall be bound, and neither the Seller or Buyer so executing, nor any shareholder or beneficiary of any trust, shall be personally liable for any obligation, express or implied, hereunder. 12. Representation as to Brokers. Buyer and Seller each represents to the other that it has not dealt with any broker or any other person in connection with the purchase of the Premises and agrees, to the extent permitted by law, that each will hold harmless and indemnify the other from any loss, cost, damage, liability, claim or expense, including reasonable attorney's fees, incurred by Buyer or Seller, as the case may be, for a commission or finder's fee as a result of the falseness of this representation. The provisions of this Paragraph shall survive the delivery of the Deed. 4 13. Buyer's Investigation and Use of Premises. Until April 30, 2014, Buyer and its agents, employees and contractors shall have the right, from time to time, at Buyer's sole cost, expense, risk and hazard and in all such manner as Buyer may reasonably determine, and upon prior notice to the Seller, at least 48 hours prior to any such inspection, without damage being imposed upon the Premises, to enter upon the Premises to make, or cause to be made, engineering and development findings in respect thereto, including (without limitation) surveying, conducting test borings in order to determine subsoil conditions of ledge,peat or other soft materials, the making of tests to determine the presence of oil or hazardous or toxic materials, and,in general,conducting other soil tests, analyses and studies of the Premises. Seller agrees to cooperate with Buyer, in all reasonable respects,but at reasonable times and frequencies and at no cost to Seller. In consideration of the foregoing Buyer agrees (a)to indemnify and save Seller harmless from and against all loss, demands, causes of action, costs and expenses, claims, liability or damage, including reasonable attorney's fees, caused by or related to any and all entries and activities as aforesaid by Buyer or Buyer's agents, employees and contractors except for injury or damage caused by the negligent or willful acts of the Seller or any parry for whom Seller is responsible, including without limitation Seller's employees, agents or contractors; and (b) as soon as practicable after any excavation to restore the surface and subsurface of the Premises to substantially the same condition as they were in immediately prior to such excavation, if closing does not occur hereunder. 14. Notices. Any notices required to be made pursuant to this Agreement shall be effective and deemed duly given if in writing and either delivered in hand or sent by(a)registered first class mail,postage prepaid, return receipt requested, (b) overnight express courier, or(c)facsimile,to: if to Buyer: Bradstreet Partners,LLC c/o Hearthstone Realty Corporation Attention: Willard Perkins 28 Andover Street Andover,MA 01810 Telephone: 978-475-5400 Fax: 978-475-5401 Email: wperkins @hearthstonerealty.com 5 With a copy sent in the same manner to: Robert W. Lavoie, Esq. Johnson& Borenstein, LLC 12 Chestnut Street Andover, MA 01810 Telephone: 978-475-4488 Fax: 978-475-6703 Email: bobs bllclaw.com if to Seller: Town Manager North Andover Town Hall 120 Main Street North Andover,MA 01845 Telephone: 978-688-9510 Fax: 978-688-9556 Email: amaylor@townofiiorthandover.com With a copy sent in the same manner to: Katharine Lord Klein,Esq. Kopelman and Paige,P.C. 101 Arch Street, 12t`Floor Boston,MA 02110 Telephone: 617-654-1834 Fax: 617-654-1735 Email: Iddein @k-plaw.corn 15. Closing Documents. At the Closing Date or Extended Closing Date, Seller shall execute and deliver to Buyer the following documents: a. The Deed called for in Paragraph 2. b. Such other instruments as Buyer may reasonably request of a municipality for the purpose of carrying out the transaction contemplated by this Agreement. At the Closing Date or the Extended Closing Date, Buyer shall execute and deliver to Seller the following documents: a. Certificate Required by G.L.c. 7C, §38. b. Tax Compliance Certificate required by G.L.c. 62C, §49A. C. Such other instruments as Seller may reasonably request for the purpose of carrying 6 out the transaction contemplated by this Agreement. 16. Disclaimer of Warranties and Representations. The Buyer acknowledges that the Buyer has not been influenced to enter into this transaction nor has the Buyer relied upon any warranties or representations not set forth or incorporated in this Agreement. 17. Governing Law. This Agreement shall be governed by the law of the Commonwealth of Massachusetts. 18. Request for Proposals and Proposal Incorporated. The terms and conditions of the Request for Proposals issued by the Town of North Andover, dated March 6, 2013, and the Proposal submitted by Hearthstone Realty Corporation, dated April 8, 2013, are incorporated herein by reference, provided, however, that in the event of any differences between the contents of this Agreement, and its addenda including the Land Development Agreement, and the contents of the said Request for Proposals and/or the said Proposal, then the terms and provisions of this Agreement, and its addenda including the Land Development Agreement shall control. 19. Land Development Agreement. Seller shall convey the Premises to Buyer subject to a Land Development Agreement substantially similar in form and in content to the Land Development Agreement attached hereto as Exhibit A and incorporated herein (the "Land Development Agreement'), which the parties shall execute at the closing and record immediately after the recording of the Deed and prior to any mortgages. The Land Development Agreement shall govern the development and future use of the Premises. The Premises shall be conveyed subject to a provision that ensures that the future design, use and occupancy of the Premises shall not be modified for a period of thirty (30) years without the written consent of the Seller, as more expressly set forth in the Land Development Agreement. 7 20. Contingencies. The obligation of Buyer to pay the consideration and Seller to deliver the Deed are contingent upon the satisfaction of each of the following conditions: (a) Financing: Buyer shall have obtained financing for Buyer to construct the Development, as evidenced by a commitment letter with contingencies acceptable to both Seller and Buyer. At least thirty (30) days prior to closing hereunder, Buyer shall submit a proposed financing structure to the Seller. The Seller's only basis on which to object to financing proposed by the Developer shall be: (i)that the commitment letter does not provide sufficient funds for completion of the entire Development; (ii)that the Buyer's contractor is not obligated by the financing source to provide a performance bond; or (iii) failure of such financing to be from a financing source of commercially reasonable repute for projects of similar size and character. If the Seller objects to the financing proposed by the Buyer, Seller and Buyer will each propose a professional to review and approve the Development's proposed financing structure. If such professionals disagree, they will choose a third professional, and his/her decision will be final,provided that if such proposed financing is not approved by such third professional, Buyer will have the option to provide up to three additional alternative financing structures to be reviewed by professionals in a similar manner and consistent with the terms hereof. If no proposed financing structure is presented to the Town or if all proposed financing structures are rejected by such chosen professional(s), this Agreement shall be null and void, however, the Town shall retain the Deposit; (b) Site Plan and Elevation Plans: Buyer shall have, at its sole cost and expense, prepared site plans and elevation plans, which site plans and elevation plans shall be consistent with the plans and sketches submitted with the Proposal submitted to the Town by the Developer, dated April 8, 2013, as such Proposal plans and sketches may be revised through negotiation between the Seller and the Buyer, (together the "Approved Plans") showing the Development,to be submitted to those boards and officers issuing permits and approvals reasonably necessary for the renovation/construction of the Development; 8 (c) Permits and Approvals: Buyer shall have obtained all permits and approvals necessary to undertake construction of the Development, including, but not limited to, a demolition delay permit from the North Andover Historical Commission(or the demolition delay period shall have elapsed pursuant to Chapter 82 of the General Bylaws of the Town of North Andover), and the period for appeal under each of such permits and approvals shall have expired without appeal by a third party or, if appealed, such appeal shall have been successfully resolved in the reasonable determination of Buyer. The Seller agrees to execute any and all applications for such permits and approvals as may be required by governmental authorities due to the Seller's ownership of the Premises. Seller cannot represent that any permit and approvals will be forthcoming from any agency or officer that has a role in reviewing and granting any such permit or approval; and (d) Compliance: Compliance with any other requirements of the Massachusetts General or Special Laws relative to the sale of the Premises by Seller. Buyer shall use commercially reasonable diligent efforts to satisfy all contingencies. If the contingencies are not satisfied, Buyer may terminate this Agreement and receive a refund of the Deposit, except that Seller shall retain the Deposit if the financing contingency is not satisfied pursuant to Paragraph 20(a) above. i 21. Hazardous Materials. I Buyer acknowledges that Buyer has not been influenced to enter into this transaction and that it has not relied upon any warranties or representations not set forth in this Agreement. Buyer is being afforded an inspection opportunity under Paragraph 13 of this Agreement. If Buyer elects to purchase the Premises, Buyer acknowledges that Buyer is purchasing the Premises in its then current physical condition and that Seller has no responsibility to Buyer under this Purchase and Sale Agreement for hazardous waste, oil, hazardous material or i i 9 hazardous substances, as those terms are defined by any applicable law, rule or regulation, including, without limitation,the Massachusetts Oil and Hazardous Materials Release Prevention and Response Act, G L.c. 21E,the Massachusetts Hazardous Waste Management Act, G.L.c. 21 C,the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. §§ 9601 et seq. and the Resource Conservation and Recovery Act, as amended, 42 U.S.C. §§ 6901 et seq. (herein collectively referred to as "Hazardous Waste") on, in, under or emitting from the Premises or for any other condition or defect on the Premises. 22. Assignment. Buyer shall not assign this Agreement or any of its rights hereunder without prior written consent of Seller. It is hereby agreed that there shall be no (i) change in the identity of the parties holding a legal or beneficial interest in the Buyer, (ii) transfer or pledge in the aggregate of a majority of the beneficial ownership or control of Buyer, or (iii)transfer, by assignment or otherwise, of the Buyer's rights under this Agreement or of the Buyer's legal or beneficial interest in the Premises to any person(including but not limited to, any partnership, joint venture or corporation) (all such changes being referred to herein as a"Change in Identity"), unless in each instance, (a)the Buyer gives the Seller prior written notice of a proposed Change in Identity, which notice shall provide sufficient information to enable the Seller to evaluate the acceptability of the proposed Change in Identity, and(b)the Seller,within thirty (30) days from the date on which the Seller receives said written notice or such longer period as may be approved by the Buyer and the Seller, approves of such change in writing, or fails to object, in which case the proposed Change in Identity shall be deemed to be approved. If the Seller notifies the Buyer in writing within said thirty (30) day period (or longer period agreed to by the parties) of its objection to the proposed Change in Identity, specifying reasonable grounds for such objection, the Buyer shall make no Change in Identity without the subsequent written consent of the Seller. Any attempted Change in Identity made contrary to this Paragraph shall be null and void. This Paragraph 22 shall not survive the closing, but shall expire and be extinguished automatically upon the recording of the Deed to the Buyer, provided, however, nothing herein shall alter the prohibition against a change in identity and ownership contained in the Land Development Agreement. 10 23. Title or Practice Standards. Any matter or practice arising under or relating to this Agreement which is the subject of a title standard or a practice standard of the Real Estate Bar Association of Massachusetts at the time for delivery of the Deed shall be covered by said title standard or practice standard to the extent applicable. 24. Closin . The Deed and other documents required by this Agreement are to be delivered and the Purchase Price paid at the Date and Time of Closing and at the Place of Closing. Unless the Closing takes place at the appropriate Registry of Deeds, all documents and funds are to be delivered in escrow subject to prompt rundown of title and recording, which term shall include registration in the case of registered land. 25. Buyer's Warranties. Buyer hereby represents and warrants: (a) This Agreement and all documents to be executed by Buyer and delivered to Seller at the closing are, or at the time of the closing will be, duly authorized, executed and delivered by Buyer; (b) Buyer hereby acknowledges and agrees that, except for the representations and warranties of Seller expressly set forth in this Agreement, Buyer has not relied upon nor been induced by any representations,warranties, guarantees,promises or statements, whether written or oral, express or implied, or whether made by Seller or any employee or representative of Seller; and (c) As the Seller, acting by its Board of Selectmen,has executed this Agreement, Buyer has and makes no claim against Seller based on any action prior to the execution of this Agreement and relating to the negotiation of this Agreement. 26. Captions. The captions and headings throughout this Agreement are for convenience of reference only and the words contained therein shall in no way be held or deemed to define, limit, explain, 11 modify, amplify or add to the interpretation, construction or meaning of any provisions of, or the scope or intent of this Agreement, nor in any way affect this Agreement, and shall have no legal effect. 27. Insurable Title. It is understood and agreed by the parties that the Premises shall not be in conformity with this Agreement unless title to the Premises is also insurable at ordinary rates for the benefit of Buyer in a fee owner's ALTA-form policy, and for the benefit of Buyer's lender, if any, in an ALTA-form loan policy, subject to the standard printed exceptions provided that such exceptions do not render title to the Premises unmarketable. 28. Encumbrances. It is understood and agreed by the parties that the Premises shall not be in conformity with title provisions of this Agreement unless: (a) improvements, if any, and all means of access to the Premises, shall be located completely within the boundary lines of said Premises and shall not encroach upon or under the property of any other person or entities; (b) no building, structure, or improvement of any kind belonging to any other person or entity shall encroach upon or under said Premises; (c) the Premises shall abut a public way, or a private way to which Buyer shall have both pedestrian and vehicular access, leading to a public way. 29. Errors. If any errors or omissions are found to have occurred in any calculations or figures used in the settlement statement signed by the parties (or would have been included if not for any such error or omission) and notice thereof is given within sixty (60) days of the date of delivery of the Deed to the party to be charged, then such party agrees to make payment to correct the error or omission. 12 II 30. Merger. This Agreement constitutes the entire agreement between the parties hereto with respect to the transactions contemplated hereby, and supersedes all prior agreements. [Signature Page Follows] 13 BUYER: SELLER: Bradstreet Partners,LLC Town of North Andover, By Its Board of Selectmen By: Willard Perldns Rosemary Connelly Smedile, Chair Title: Manager Richard M. Vaillancourt, Clerk Tracy M. Watson William F. Gordon Donald B. Stewart 488870v5/NORTHANDO VER/013 8 II I 14 Rider A TO PURCHASE AND SALE AGREEMENT SELLER: Town of North Andover BUYER: Bradstreet Partners,LLC PREMISES: 70 Main Street,North Andover, Massachusetts 31. The parties hereto agree that an original signature, a copy thereof, or a fax thereof may be relied on by the other party as an original and the present intent of such party is to authenticate this Agreement. 32. Accelerations, agreements, and extensions of the time for performance of the provisions of this Agreement may be executed on behalf of a party by counsel designated herein, and fax signatures shall be acceptable. 33. Documents. In addition to the other documents set forth in this Agreement, at the closing the Seller shall deliver to the Buyer a mechanics' and materialmens' lien and parties-in- possession affidavit sufficient to remove the standard exception for mechanics' and materialmens' liens and parties-in-possession in the Buyer's loan title insurance policies, and such other documents as are customarily delivered by sellers of a similar nature for similar properties in eastern and central Massachusetts. 34. MISCELLANEOUS. A. The undersigned signatories for the Seller and Buyer warrant proper authority to bind the Seller and Buyer,respectively, and that the Seller has the full right to sell the Premises and the Buyer has the full right to purchase the Premises. B. Construction. The parties acknowledge that the parties and their counsel have had the opportunity to review and revise this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any exhibits or amendments hereto. C. Calculation of Time Periods. Unless otherwise specified, in computing any period of time described herein, the day of the act or event after which the designated period of period of time begins to run is not to be included and the last day of the period of time so computed is to be included, unless such last day is a Saturday, Sunday or legal holiday, in which event the period of time shall run until the end of the next day which is neither a Saturday, Sunday, or legal holiday. i I 15 D. No Waiver. Except as otherwise expressly provided herein, no waiver by Seller or Buyer of any of their rights under this Agreement shall be valid unless in writing signed by Seller or Buyer. E. Attorney's Fees. In the event any dispute between the parties hereto regarding this Agreement should result in litigation, the prevailing party in such litigation shall be reimbursed for all reasonable costs, including, without limitation, reasonable attorney's fees. The terms of this Paragraph shall survive the Closing or earlier termination of this Agreement. F. Risk of Loss. Risk of loss for damage to the Premises (or portion thereof) shall be on Seller until recording of the Deed and shall thereupon pass to Buyer. G. Invalidity and Waiver. If any portion of this Agreement is held invalid or inoperative, then so far as is reasonable and possible the remainder of this Agreement shall be deemed valid and operative, and effect shall be given to the intent manifested by the portion held invalid or inoperative. The failure by either party to enforce against the other any term or provision of this Agreement shall not be deemed to be a waiver of such party's right to enforce against the other party as to the same or any other term or provision of this Agreement. H. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of such counterparts shall constitute one Agreement. Seller's Initials: Buyer's Initials 16 ExHIBIT A Land Development Agreement II I I I i� 17 III LAND DEVELOPMENT N AGREEMENT 70 Main Street, North Andover, Massachusetts PARTIES THIS LAND DEVELOPMENT AGREEMENT (this "Agreement"), dated as of this day of , 201_, is made by and between the Town of North Andover, a Massachusetts municipal corporation, acting by and through its Board of Selectmen, with an address of 120 Main Street,North Andover, Massachusetts 01845 (hereinafter, referred to as the "Town"), and Bradstreet Partners, LLC, a Massachusetts limited liability company, with an address of c/o Hearthstone Realty Corporation, 28 Andover Street, Andover, Massachusetts 01810 (hereinafter, referred to as the "Developer"). RECITALS WHEREAS, the Town, as owner of a certain parcel of land, being 70 Main Street,North Andover, Massachusetts, upon which is located the former Bradstreet School, issued a Request for Proposals, attached hereto as Exhibit A and incorporated herein(the "RFP"), dated March 6, 2013, for the disposition of the real property described in the deed from the Town to the Developer recorded immediately prior hereto (the "Deed") and shown on the plan entitled dated , 201_, recorded with the Essex North Registry of Deeds in Plan Book , Plan (including appurtenant easements, if any, the "Property"); WHEREAS, the Developer submitted a proposal in response to the RFP, attached hereto as Exhibit B and incorporated herein(the "Proposal"), dated April 8, 2013, for a mixed-use commercial (retail/office) and residential development, located upon the Property (the "Development"); WHEREAS, the Town, for consideration of Three Hundred Thousand and 00/100 ($300,000.00) Dollars, and other consideration as set forth in this Agreement, conveyed the Property to the Developer subject to this Land Development Agreement; WHEREAS, the Proposal calls for the Developer to demolish the building(s) located upon the Property, and construct on the Property two (2) buildings, being a commercial building, fronting on Main Street, consisting of between 16,000 square feet and 19,500 square feet, divided approximately equally between the first floor and the second floor, containingmixed retail/office space and a residential building, towards the rear of the Property, containing fifteen (15)residential units, and parking spaces serving said buildings, as more particularly described in this Agreement(the"Project"); WHEREAS, an integral portion of the consideration for the Property is that the Developer be legally obligated to complete both the commercial and residential buildings; WHEREAS, demolition of the existing building(s) is governed by a Demolition Delay Bylaw, being Chapter 82 of the General Bylaws of North Andover (the"Demolition Delay Bylaw"), whereby the North Andover Historical Commission may determine that a building is "significant,"thereby delaying the demolition thereof; and WHEREAS,the Developer, in consideration for the Property, agrees to develop the Property and undertake all the work that is required to be done under this Agreement to construct, develop and complete the Project(the "Work"). NOW, THEREFORE, each of the parties hereto for and in consideration of the promises and mutual obligations herein contained, does hereby covenant and agree with the other as follows: AGREEMENT I. RECITALS The Recitals stated above are true and accurate and are incorporated herein by reference. II. DEVELOPMENT AGREEMENT Developer agrees (for itself and any successors and assigns)to develop the Property and undertake the Project as follows: A. Construction Obli atg ions I. Construction of Project: The Developer shall design, renovate and/or construct on the Property the following improvements: (a) Buildings: a mixed-use retail and office building and fifteen (15) residential units (the `Buildings"), to be constructed in accordance with the Approved Plans, as hereinafter defined; and (b) Parking: that number of parking spaces adequate to serve the Development, pursuant to the requirements of the North Andover Zoning By-Law, as determined by the Planning Board,with no waivers from the Zoning By-Law, and provided there is a minimum of fifty-seven(57)parking spaces. 2. Approved Plans: the Project shall be constructed in accordance with the site plans and elevation plans that have been approved by the Planning Board (the "Approved Plans"), reduced-size copies of which are attached hereto as Exhibit C and incorporated herein. The Developer agrees not to make any substantial change or revision to the Project as shown on the Approved Plans, including,without limitation, any changes to the Buildings,parking and landscaping of a temporary or permanent nature during the course of construction unless such changes are approved by the Planning Board or its duly designated agent. Nothing herein shall be deemed to waive the Developer's obligations to apply for and comply with all other permits, approvals and conditions governing the Property or the Project. Provided, however,that 2 Developer may make insignificant changes as may otherwise be consistent with applicable Planning Board or other regulatory body requirements. 3. Construction Schedule: the Developer shall: (a) apply for building permit(s) for commencement of the construction of the Project within twenty-one (21) days following the later of the date of this Agreement and satisfaction of the terms of the Demolition Delay Bylaw, i.e., issuance of a demolition permit by the North Andover Historical Commission (the "Commencement Date"); (b) unless otherwise agreed by the Town, commence construction of the Project pursuant to the building permit(s) issued by the Town within four (4) months following the Commencement Date; (c) unless otherwise agreed by the Town, construct the Project in accordance with the construction schedule (the "Construction Schedule"), attached hereto as Exhibit D and incorporated herein; and (d) unless otherwise agreed by the Town, substantially complete the Project in accordance with the terms of this Agreement within twenty-four (24) months following the Commencement Date. The Project shall be "Substantially Complete," or"Substantial Completion" shall occur, when the Project has been constructed such that Developer has completed the exterior of the buildings and has adequately prepared the interior of the buildings for final configuration and fit-up by the tenants or occupants, with only minor"punch list" items remaining, in the Town's reasonable discretion,that will not materially interfere with the future use and occupancy of the Project. 4. Construction Schedule Extensions: The Town, at its sole option,may extend these deadlines if the Town determines that the Developer has proceeded with reasonable diligence in its performance under this Agreement. The Town shall reasonably extend the deadlines under this Agreement for "Unavoidable Delays" and other events beyond the control of the Developer. For purposes of this Agreement, "Unavoidable Delays" shall mean any delay, obstruction or interference resulting from any act or event(including without limitation a local, regional or widespread economic downturn,the existence of which shall be supported by commonly used industry data, and which will be mutually agreed to by Town and Developer), whether affecting the Project or the Developer, which has a material adverse effect on the Developer's rights or duties,provided that such act or event is beyond the reasonable control of the Developer after pursuing all diligent commercially reasonable efforts to remedy the delaying condition in an expedient and efficient manner and was not separately or concurrently caused by any negligent or willful act or omission of the Developer or could not have been prevented by commercially reasonable actions on the Developer's part and the Developer shall have notified the Town herein not later than thirty(30) days after discovering the occurrence of the Unavoidable Delay enumerated herein and within a reasonable time, including but not limited to, delay, obstruction or interference resulting from: (i) an act of God, landslide, lightning, earthquake, fire, explosion, flood, sabotage or similar occurrence, acts of a public enemy, terrorism, war, blockage or insurrection, riot or civil disturbance; (ii) any legal proceeding 3 commenced by any party seeking judicial review of this Agreement or any governmental approvals, or any restraint of law(e.g., injunctions, court or administrative orders, or moratorium imposed by a court, or administrative or governmental authority); (iii) the failure of any utility or governmental entity required by law to provide and maintain utilities, services, water lines and power transmission lines to the Property, which are required for the construction of the Project or for other obligations of the Developer; (iv) any unexpected or unforeseen subsurface condition at the construction site inconsistent with typical background conditions of a similar site, which shall prevent construction, or require a material redesign or change in the construction of, or materially adversely affect the completion schedule for, the Project, such determination to be made by a qualified engineer; (v) any unexpected or unforeseen subsurface environmental conditions on or from or otherwise affecting the Property but not readily identifiable by visual inspection and which originated from the improvements upon the Property or the Property; (vi) strikes, work stoppages or other substantial labor disputes; (vii)the failure or inability of any subcontractor or supplier to furnish supplies or services if such failure or inability is itself caused by an Unavoidable Delay and/or could not have been reasonably prevented and the affected party cannot reasonably obtain substitutes therefore; (viii) any unreasonable delay which is caused or created by a board or officer of the Town from whom a Project approval is sought, whether or not such fault is caused by negligent or willful acts or omissions,provided that the Developer shall have timely complied with the reasonable requests and requirements of any governmental authority. The time or times for performance under this Agreement shall be extended for the period of the Unavoidable Delay, and in calculating the length of the Unavoidable Delay,there shall be considered not only actual work stoppages but also any consequential delays resulting from such stoppages. 5. Quality of Work: The Developer shall procure all necessary permits before undertaking any Work, and shall cause all the Work to be performed in a good and competent manner in compliance with good engineering and construction practices, and(except for possible reuse of the bricks and other materials from the demolition of the existing school on the property, although such reuse shall in no way be mandatory) using new materials of customary quality in the greater North Andover area similar to the Project, all in accordance with the Approved Plans and all applicable laws, ordinances, codes, regulations,permits, approvals and conditions. The Developer shall take all commercially and reasonably necessary measures to (i) minimize dust, noise and construction traffic, (ii) minimize any damage, disruption or inconvenience caused by the Project, and(iii) make adequate provision for the safety and convenience of all persons affected thereby and to police the same. Dust, noise, lighting and other effects of the Project shall be controlled using commercially reasonable methods with the understanding that such matters while they will be reasonably mitigated cannot be eliminated completely in any construction project. As a precondition for the issuance of any Certificate of Occupancy for a Building, the Developer shall provide a certification to the Town by the architect identified in Section B.6., at the Developer's expense,that the Work is done substantially in accordance with the Approved Plans. 6. Liens: The Developer shall not permit any mechanic's liens or similar liens to remain upon the Property for labor and materials furnished to the Developer in connection with work of any character performed at the direction of the Developer and shall cause any such lien, if it shall become perfected,to be released of record without cost to Town, by satisfaction and 4 discharge of such lien or protection and surety against such lien by bond, unless otherwise provided in this Agreement or agreed by the Town in writing. 7. Certificate of Substantial Completion: (a) Promptly after"Substantial Completion" of the Project as defined in Section II.A.3.d above, the Town will furnish the Developer with an appropriate instrument so certifying (the "Certificate of Substantial Completion"). The Certificate of Substantial Completion shall be in such form as will enable it to be recorded in the Essex North Registry of Deeds. (b) If the Town shall refuse or fail to provide the Certificate of Substantial Completion in accordance with the provisions of this Section, the Town or a representative of the Town shall, within thirty(30) days after written request by the Developer, provide the Developer with a written statement indicating in adequate detail in what respects the Developer has failed to complete the improvements in accordance with the provisions of this Agreement, or is otherwise in default, and what measures or acts will be necessary, in the opinion of the Town, for the Developer to take or perform in order to obtain such certification. (c) Notwithstanding anything to the contrary in this Agreement,the Certificate of Substantial Completion, issued by the Town pursuant to Section II.A.7.a, above, shall be a conclusive determination of satisfaction and termination of this Agreement and covenants in this Agreement, except those that expressly survive the issuance of the Certificate of Substantial Completion. Any such certification shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any Funding Source, including any Mortgage Holder or any insurer of a mortgage securing money loaned to finance the improvements, or any part thereof. The issuance of the Certificate of Substantial Completion shall bar the exercise of any remedies by the Town set forth in this Agreement, except those that expressly survive the issuance of the Certificate of Substantial Completion. (d) Notwithstanding anything to the contrary in this Agreement, if the Certificate of Substantial Completion is not issued by the Town through neglect, failure to act, or any other reason, and such failure continues more than thirty(30) days after the Developer submits to the Town a written affidavit under the pains and penalties of perjury that the Developer has substantially completed the Project such that the Developer is entitled to receive the issuance of the Certificate of Substantial Completion,the Developer shall be entitled to attach a copy of that affidavit to a subsequent affidavit(the "Recordable Affidavit") under the pains and penalties of perjury certifying that the Developer substantially completed the Project and so notified the Town that the Developer was entitled to receive the issuance of the Certificate of Substantial Completion, and that more than thirty(30) days has passed beyond the Town's receipt of said initial affidavit without any further action of the Town, and upon the recording of such Recordable Affidavit,the Developer shall irrevocably be deemed to have received its Certificate of Substantial Completion. 5 B. Financial Obligations 1. Financing: The Developer has obtained funds sufficient to purchase the Property and to construct and complete the Project from one or more lenders or mortgage holders or other funding, equity and other financing sources as set forth in Exhibit E attached hereto and incorporated herein(singularly a"Funding Source" and collectively the "Funding Sources"), secured by one or more mortgages, deeds of trust or other instruments creating an encumbrance or lien upon the Property to be recorded hereafter and including as the same may be refinanced, subject to paragraph 2 below, (the "Mortgage(s)"). The holder(s) of the Mortgage(s), which shall include any insurer or guarantor of any obligation or condition secured by any Mortgage, is (are)referred to herein as the "Mortgage Holders) and the holder of a first mortgage lien upon the Property is referred to herein as the "First Mortgage Holder." The Developer agrees to pay all amounts due in accordance with the requirements of the Funding Sources. The Mortgage(s) shall be recorded after the recording of this Agreement to assure that the Mortgage(s) are subject to this Agreement. The Town shall provide to the Funding Sources advance notice and opportunity to cure any default under this Agreement as provided in Section VI.A.2 of this Agreement and shall consent to the Funding Sources exercising any rights under their Mortgages and security agreements, including but not limited to rights to foreclose or take title and or control of the Property and the Project,pursuant to Mortgage(s) and any other collateral security, financing or loan documents entered into between the Developer and any of the Funding Sources, so long as the Funding Sources shall advise any purchasers at foreclosure and all successors in title resulting from the same that those acquiring title shall be required to recognize and agree to comply with the terms and provisions of this Agreement. 2. Refinancing/Additional Financing. The Developer shall provide the Town with thirty (30) days prior written notice of any intended refinancing of the Funding Sources that is to occur prior to Substantial Completion, which shall be approved by the Town provided that the total indebtedness shall not exceed 95% of the value of the Property as determined by a bona fide "completed value" appraisal of the Property. Any other refinancing or additional financing prior to Substantial Completion shall require the written consent of the Town, which consent shall not be unreasonably withheld, conditioned or delayed. The term"Mortgage(s)" or"Funding Sources" shall include said later approved refinancing or additional financing. 3. Obligation to Pay Taxes and Assessments. The Developer shall pay or cause to be paid all taxes, assessments and other charges, fines and impositions attributable to the Property, which may attain a priority over the Mortgage(s), but this clause shall not be deemed to preclude Developer from contesting the validity or amount of such taxes, assessments, charges, fines or impositions, which may be paid under protest. 4. Performance Bond. Prior to the commencement of any work on the Property, the Developer shall provide the Town with a performance bond in the amount reasonably determined to be an amount sufficient, in the First Mortgage Holder's reasonable determination, to complete the Project, with a surety and in an amount subject to approval by the Town, which approval shall not be unreasonably withheld, conditioned or delayed. In the event the Project as required by this Agreement is not completed within the time set forth in Section II.A.3 above 6 (including any extensions thereof allowed under this Agreement or otherwise agreed upon by the parties), or if the Project is not completed substantially in accordance with the Approved Plans, the Town in co-ordination with the First Mortgage Holder shall require that the surety complete the Project in accordance with the Approved Plans.Notwithstanding the foregoing, a performance bond in favor of the First Mortgage Holder, or a construction loan agreement between the Developer and the First Mortgage Holder, in a form reasonably acceptable to the Town whereby said performance bond in favor of the First Mortgage Holder or the funds retained by the First Mortgage Holder ensure completion of construction of the Project, may be substituted in place of the performance bond to the Town. 5. Compliance with Laws. The Developer shall construct and use the Project in compliance with all applicable laws, regulations, approvals, licenses, and permits issued by any federal, state or local governmental authority having jurisdiction thereof. 6. Architect. The Developer has retained Joseph D. LaGrasse and Associates, Inc. to prepare, complete, and submit architectural submissions as contemplated under this Agreement and to provide construction supervision services for the Project. The Developer may not substitute another architect without the Town's prior written consent, which shall not be unreasonably withheld, conditioned or delayed. 7. Representatives. The Developer shall designate in writing a representative or representatives authorized to act on its behalf. Unless and until the Town has received written notice that such authority has been revoked, the Town shall be entitled to rely upon the directives of such representative(s). The Town shall act by and through its Town Manager. III. RESTRICTIONS A. Restrictions During Construction From the date the parties enter into this Agreement and until the Town has issued the Certificate of Substantial Completion,the following restrictions shall bind the Developer,the Property and the Project: 1. Prohibition Against Change in Identity and Ownership. This Agreement is being entered into as a means of permitting and encouraging the development of the Property in accordance with the objectives of the Town for the redevelopment of the Property as put forward in the Recitals, and not for speculation in landholding. The Developer acknowledges that, in view of: a) The importance of the undertakings set forth herein to the general welfare of the community; b) The importance of the identity of the parties in control of the Developer and the Project; and 7 i I C) The fact that a transfer of all or a majority of the legal or beneficial ownership in the Developer, or any other act or transaction involving or resulting in a significant change in the ownership or distribution of such ownership or change in the identity of the parties in control of the Developer or Project, is for practical purposes a transfer or disposition of the Developer's interest in the Project; It is hereby understood and agreed that, until notice of a different designation by the Developer to the Town, Willard Perkins is the Designated Representative of Developer. Except as otherwise provided herein, it is hereby agreed that, commencing on the date hereof and continuing until the issuance of the Certificate of Substantial Completion by the Town, and except by reason of death, disability or retirement of any member of the limited liability company constituting the Developer, there shall be no (i) change in the identity of the parties holding a legal or beneficial interest in the Developer, (ii)transfer or pledge in the aggregate of a majority of the beneficial ownership or control of Developer or(iii)transfer, by assignment or otherwise, of the Developer's rights under this Agreement or of the Developer's legal or beneficial interest in the Property to any person(including but not limited to, any partnership, joint venture or corporation) (all such changes being referred to herein as a"Change in Identity"), unless in each instance, (a) the Developer gives the Town prior written notice of a proposed Change in Identity, which notice shall provide sufficient information to enable the Town to evaluate the acceptability of the proposed Change in Identity, and (b)the Town, within thirty (30) days from the date on which the Town receives said written notice or such longer period as may be approved by the Developer and the Town, approves of such change in writing, or fails to object, in which case the proposed Change in Identity shall be deemed to be approved. If the Town notifies the Developer in writing within said thirty (30) day period (or longer period agreed to by the parties) of its objection to the proposed Change in Identity, specifying reasonable grounds for such objection, the Developer shall make no Change in Identity without the subsequent written consent of the Town which consent shall not be unreasonably withheld, conditioned or delayed.. Any attempted Change in Identity made contrary to this Section shall be void. In order to fulfill the purposes of this Section,the Developer agrees that during the period between execution of the Agreement and the issuance of a Certificate of Substantial Completion by the Town, the Developer shall, at the time of the execution of this Agreement, provide the names of all of the stakeholders in the Developer, in the form of an affidavit, and on each anniversary of the date of this Agreement and at such other time or times as the Town may request, furnish the Town with a complete statement, subscribed and sworn to by the Designated Representative of the Developer,that no Change in Identity has taken place (or if one has taken place, supplying the changed information). The foregoing restrictions on the Change in Identity shall not be binding on a mortgagee of the Property which has foreclosed its mortgage and taken possession of the Property or said mortgagee's successors in title. 2. Prohibition Against Transfer of Property. For all of the same reasons stated in Section III.A.1 above, the Developer represents and agrees for itself, and its successors and 8 assigns,that, except for the granting of the Mortgages and the approved refinancing of the Mortgages, and entering into other customary security agreements with the Funding Sources, and except for sales or leases of units in the ordinary course of business and the granting of easements necessary for the construction of the Project, including utilities,the Developer shall not, prior to the issuance of a Certificate of Substantial Completion by the Town, sell, assign or otherwise transfer the Property or any portion thereof without the prior written consent of the Town, which may be withheld by the Town upon a vote of the Board of Selectmen to reject said transfer. The term "transfer" shall include, without limitation, any total or partial sale, mortgage, assignment, lease (not including the transfer or lease (or contract or agreement for any of the same) of the residential units or lease/transfer (or contract or agreement for any of the same) of the commercial space in the ordinary course of business),. It is the intent of this Section that the prohibition on transfer of the Property shall not apply to transfers resulting from the foreclosure of the Mortgages,provided that the transferee assumes and agrees to comply with all conditions and agreements contained in this Agreement and the Deed, including,but not limited to the obligation to construct the Project, as modified with the consent of the Town to suit the transferee's needs, or exercises any of the other options set forth in Section V.2 below. No transfer shall relieve the Developer of its obligations hereunder, who shall be jointly and severally liable with the transferee. Any attempted assignment or other transfer made contrary to this Section shall be void. It is the intent of this Section that the prohibition on transfer of the Property shall not apply to transfers in the ordinary course of business. B. Restrictions Following Construction Completion The Developer shall not, for a period of thirty (3 0) years from the issuance of the Certificate of Substantial Completion, materially alter the Buildings, which shall include the modification, demolition, subtraction therefrom, reconstruction, and additions to the Buildings or extensions thereof, or change to the materials, design, dimensions or color thereof, if such reconstruction, demolition, subtraction, alteration, addition, extension or change will materially affect in any way the external appearance of the Buildings, make other changes to the design of the Buildings so as to deviate substantially from the Approved Plans, unless the Developer first submits to the Town a revised concept plans showing the proposed alterations at least forty-five (45) days prior to making such change and the Town approves of such change in writing, or fails to object, so long as the notice provided to the Town states that failure to respond within forty- five (45) days shall be deemed to be an approval, in which case the proposed alteration shall be deemed to be approved and the Developer shall proceed to obtain Planning Board (or its substantial equivalent) approval for such alterations under the applicable provisions of the Town By-laws, as applicable. If the Town notifies the Developer in writing within said forty-five (45) day period (or longer period agreed to by the parties) of its objection to the proposed change, specifying reasonable grounds for such objection, the Developer shall revise said concept plan accordingly. Nothing herein shall be construed to prevent the ordinary maintenance, repair or replacement of any exterior feature of the Buildings which does not involve a change in design or material of such exterior feature of the Buildings or otherwise substantially change the outward appearance of the fagade of the Buildings, nor to prevent landscaping the Property with plants, trees or shrubs,nor construed to prevent the meeting of requirements certified by a duly authorized public officer to be necessary for public safety because of an unsafe or dangerous 9 i I condition or to comply with any federal, state or local law, rule or regulation. This restriction shall survive the issuance of the Certificate of Substantial Completion. IV. MAINTENANCE AND INSURANCE 1. Maintenance; Hazardous Substances. The Developer shall maintain the Property and improvements thereon in good order, condition and repair. The Developer represents and warrants to the Town that the Developer shall not release or permit any release or threat of release of oil, asbestos, urea formaldehyde foam insulation, nor any other hazardous material, hazardous waste or hazardous substance (hereinafter collectively called "hazardous substances"), as those terms are defined by any applicable law, rule or regulation including without limitation, the Massachusetts Oil and Hazardous Material Release Prevention and Response Act, G.L.c. 21E,the Massachusetts Hazardous Waste Management Act, G.L.c. 21C,the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. Sections 9601 et seq., and the Resource Conservation and Recovery Act, as amended, 42 U.S.C. Sections 6901 et seq., nor generate or permit any hazardous substances to be generated on the Property; nor store or permit any hazardous substances to be stored on the Property. 2. Insurance. The Developer agrees to maintain the following insurance: (a) Type of Insurance: Until the issuance of a Certificate of Substantial Completion the Developer shall continuously maintain in full force, for the term hereof, a policy of comprehensive casualty, and property damage insurance insuring the Property and all improvements thereto in an amount equal to at least one hundred percent (100%) of the replacement costs thereof, under which, until the issuance of the Certificate of Substantial Completion,the Town shall be named as additional insured. The Developer shall submit to the Town evidence of such continuous insurance coverage satisfactory to the Town before any work is commenced on the Property and no less often than annually thereafter; (b) Minimum Limits: Until the issuance of a Certificate of Substantial Completion the Developer shall, at a minimum, carry comprehensive public liability insurance in the amount of$1,000,000.00/occurrence, $3,000,000.00/aggregate with property damage liability insurance in limits of$1,000,000.00/occurrence, $3,000,000.00/aggregate. The Town shall have the right to require the Developer to increase such limits when the minimum limits of liability insurance commonly and customarily carried on properties comparable to the Property by responsible owners are more or less generally increased, it being the intention of this sentence to require the Developer to take account of inflation in establishing minimum limits of liability insurance maintained from time to time on the Property; (c) Evidence of Insurance: All policies shall be so written that the Town shall be notified of cancellation or restrictive amendment at least thirty (30) days prior to the effective date of such cancellation or amendment. The Developer shall submit to the Town certificates of insurance for all the policies required to be maintained by the 10 Developer hereunder, which certificates shall show at least the coverage and limits of liability specified herein and the expiration date; (d) Acceptable Insurers: All insurance required hereunder shall be underwritten with an insurance company or companies with an AM Best Rating of A-1 or better, licensed to write such insurance in the Commonwealth of Massachusetts and acceptable to the Town. 3. Obligation to Restore. Until the issuance of a Certificate of Substantial Completion, in the event that any damage or destruction of the Property or any part thereof occurs as a result of fire or other casualty, the Developer shall be responsible for the restoration of the Property to the extent of its insurance proceeds,provided, however, that if such damage or destruction is caused as a result of the negligence or willful act or omission of the Developer, or of any of its employees or agents, members, lessees, assignees, licensees or invitees, the Developer shall be responsible for the full restoration of the damaged or destroyed Property regardless of the cost thereof, the available insurance proceeds, or the time remaining on the term of this Agreement. 4. Survival. The provisions of this Section IV are additional restrictions that shall survive the issuance of the Certificate of Substantial Completion but only while the restrictions in subsection III.B are in force and effect. V. USE OF THE PROPERTY I. Use of the Property. The Property shall be used for mixed-use commercial (retail-office) and residential uses, with on-site parking facilities,the number of spaces to be determined by the North Andover Zoning By-Law as determined by the Planning Board, with no waivers, and provided there is a minimum of fifty-seven(57)parking spaces. 2. Change in Use of Property. In the event that the Developer is unable to maintain one or more of the elements of the Development, for good and substantial cause(s), which cause(s)must be presented to the Board of Selectmen, with appropriate documentation supporting the basis for a proposed change in use, as well as a concept plan showing the proposed change, at least forty-five (45) days prior to making such change, and the Board of Selectmen approves of such cause and concept plan in writing, or fails to object, so long as the notice provided to the Town states that failure to respond within forty-five (45) days shall be deemed to be an approval, in which case the proposed change shall be deemed to be approved and the Developer shall proceed to obtain approvals for such change under the applicable provisions of the Zoning By-law, if necessary. If the Board of Selectmen notifies the Developer in writing within said forty-five (45) day period (or longer period agreed to by the parties) of its objection to the reason proffered for the proposed change or the concept plan, specifying reasonable grounds for such objection, the Developer shall submit additional evidence relative to the cause and/or a revised concept plan accordingly, and the Board of Selectmen shall have an additional thirty (30) days to approve or disapprove the cause for the proposed change and/or the revised 11 concept plan. Approvals hereunder shall be at the reasonable discretion of the Board of Selectmen. 3. Survival. The provisions of this Section V are additional restrictions that shall survive the issuance of the Certificate of Substantial Completion but only while the restrictions in subsection III.B are in force and effect. VI. NOTICE AND DEFAULT PROVISIONS A. Default of Developer and Rights of Parties. 1. Developer Default. The following shall be an event of default by the Developer (referred to herein as "Developer Default"): a. Failure by the Developer to observe or perform any of the Developer's covenants, agreements, or obligations set forth in this Agreement within sixty (60) days following receipt of written notice from the Town specifying such failure, or such longer period reasonably required to cure the breach,provided the cure was commenced reasonably promptly after receipt of said notice and continuously and diligently prosecuted(said cure period the "Developer Cure Period"); b. Failure by the Developer, after all applicable cure periods,to observe or perform any of the Developer's covenants, agreements, or obligations pursuant to the requirements of the Funding Sources; C. If restricted as provided herein,the sale or other transfer of any kind or nature of the Property, or any part thereof, other than a mortgage permitted hereunder, without the prior written consent of the Town, provided such consent is required under this Agreement; d. The issuance of any execution or attachment against Developer or any of Developer's property pursuant to which the Property shall be taken or occupied or attempted to be taken or occupied,provided that Developer is first provided an opportunity to cure the same within ninety (90) days unless extended by agreement of the parties; and e. The filing by Developer of a voluntary petition, or the filing against Developer of an involuntary petition, in bankruptcy or insolvency or adjudication of bankruptcy or insolvency of Developer, or the filing by Developer of any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the present or any future federal bankruptcy act, or any other present or future applicable federal, state, or other statute or law, or the assignment by Developer for the benefit of creditors, or appointment of a trustee, receiver, or liquidator of all or any part of the assets of Developer, and within one hundred twenty (120) days after the commencement of any such proceeding against Developer, such proceeding shall not have been dismissed, or if, within one hundred twenty (120) days 12 after the appointment of any trustee, receiver, or liquidator of Developer or of all or any part of Developer's property, without the consent or acquiescence of Developer, such appointment shall not have been vacated or otherwise discharged; or f. Breach by the Developer of the terms and provisions of the Restrictions. 2. Rights of Town Upon Developer Default: a. In the event of a Developer Default, the Town may exercise its rights set forth in Section b, below, provided that: (i) the Town has delivered timely written notice of the Developer Default to the Mortgage Holder(s), whose name(s) and address(es)the Developer or the Mortgage Holder(s)has previously delivered to the Town; (ii) ninety (90) days have passed following delivery of said notice to the Mortgage Holder(s); (iii) the Mortgage Holder(s)has failed to cause the default to be cured within said ninety(90) days, or in the event of a default that is not reasonably susceptible to cure within said ninety(90) day period, the Mortgage Holder has not commenced and continually prosecuted cure of said default (said cure period, the "Mortgage Holder Cure Period"); and (iv) notice of Foreclosure has not been received by the Town pursuant to Section VI.A.5. b. Subject to the provisos set forth above,the Town shall, in the event of a Developer Default, whether prior to or subsequent to the issuance by the Town of a Certificate of Substantial Completion,have the right to institute any and all actions and proceedings in law or at equity as may be appropriate against the Developer, including actions and proceedings to compel specific performance and to bring a claim in a court of competent jurisdiction seeking restitution from the Developer in an amount representing the Town's costs, liabilities, losses and expenses resulting directly from the Developer Default. 3. Rights of Mortgage Holders Upon Developer Default. In the event of a Developer Default, any Mortgage Holder shall have the right to cure any such Developer Default within the Developer Cure Period, within the Mortgage Holder Cure Period, and other rights as provided in Section II.D. 4. Town's Option To Cure Developer Default. The Town may, at its option, cure any Developer Default, in which case the Town shall be entitled, in addition to and without limitation upon any other rights or remedies to which it shall be entitled by this Agreement, operation of law, or otherwise,to reimbursement from the Developer or successor in interest of all costs and expenses incurred by the Town in curing such Developer Default. 13 5. Notice of Foreclosure. The Developer shall cause the Mortgage Holders to give not less than thirty (30) days prior written notice to the Town, by registered mail, of each Mortgage Holder's intention to foreclose upon its Mortgage or to accept a conveyance of the Property in lieu of foreclosure, in which event the Town shall have the right, but not the obligation,to cure whatever default(s) have entitled the Mortgage Holder to issue the foreclosure notice, subject to appropriation, which amount,together with the Town's costs and expenses (including counsel fees) shall be added to the amounts due to the Town pursuant to paragraph 4 above. 6. Town's Option To Purchase Property Following Foreclosure. In the event that ownership of all or portions of the Property have vested in a Mortgage Holder by way of foreclosure or action in lieu thereof,the Town shall be entitled to (and every mortgage instrument made prior to Substantial Completion of the Work with respect to the Property by the Developer or successor in interest shall so provide), at the Town's option, a conveyance to the Town of the Property upon payment to such Mortgage Holder of an amount equal to the sum of- (i)the mortgage debt at the time of foreclosure or action in lieu thereof(less all appropriate credits, including those resulting from collection and application of rentals and other income received during foreclosure proceedings, if any); (ii) all expenses with respect to the foreclosure; (iii)the net expense, if any(exclusive of general overhead), incurred by such Mortgage Holder in and as a direct result of the subsequent ownership or management of the Property; (iv)the costs of any improvements made by such holder; and (v) an amount equivalent to the interest that would have accrued to the date of payment on the aggregate of such amounts had all such amounts become part of the mortgage debt and such debt had continued in existence. B. Default of Mortgage Holder. Any Mortgage Holder in whom title to the Property has vested by way of foreclosure or action in lieu thereof shall be subject to the Developer Default provisions pursuant to Section II.A.1, above, and the Town shall have the enforcement rights set forth in Section II.A.2, above, as if the Mortgage Holder were the Developer, so that the Mortgage Holder shall receive notice of a Developer Default in its capacity as Developer and an additional notice in its capacity as Mortgage Holder, and shall have the benefit of all the cure periods set forth thereunder. C. Default of Town. 1. The following shall be an event of default by the Town(referred to herein as "Town Default"): The failure of the Town to observe or perform any of the Town's covenants, agreements, or obligations hereunder within sixty(60) days following receipt of written notice from the Developer (or its successors or assigns, or any Mortgage Holder), specifying such failure, or such longer period reasonably required to cure the breach, provided the cure was commenced immediately after receipt of said notice and continuously and diligently prosecuted (said cure period, the "Town Cure Period"); 2. Rights of Developer Upon Town Default. In the event that a Town Default has occurred, the Developer's sole remedy shall be to institute such action and proceedings as may 14 be appropriate against the Town, including actions and proceedings to compel specific performance and to bring a claim in a court of competent jurisdiction. D. Mortgage Holder's Option to Cure Developer Defaults. After any Developer Default, each Mortgage Holder(s) shall have the right, at its option, to cure or remedy such breach or default and to add the cost thereof to the mortgage debt and the lien of its mortgage; provided,however, that if the breach or default is with respect to the Developer's failure to construct the improvements in accordance with Project approvals, nothing contained within this Agreement shall be deemed to authorize or permit such Mortgage Holder, either before or after foreclosure or action in lieu thereof, to undertake or continue the construction or completion of the Work(beyond the extent necessary to conserve or protect improvements or construction already made)without first having expressly assumed the obligation to the Town, by written agreement satisfactory to the Town and any other party having a right to enforce this Agreement in the event of default,to complete in the manner provided in this Agreement, the Work. Any such Mortgage Holder which shall properly complete the Work or applicable part thereof shall be entitled, upon written request made to the Town, to a Certificate of Substantial Completion in the manner provided in Section II.A.7. VII. GENERAL PROVISIONS A. Access. The Developer shall permit the Town or its agents to enter the Property at any reasonable time, from time to time,to inspect the Property and to ensure compliance with the provisions of this Agreement,provided, however,that the Town provides the Developer at least twenty-four(24) hours' prior written notice thereof, except in the event of an emergency. B. Term. Unless expressly otherwise limited in time by the provisions of this Agreement,the restrictions and covenants contained in this Agreement shall have a term of thirty (30) years. The Developer agrees that this Agreement is an"other restriction held by a governmental body" as that term is used in G.L. c.184, §26 and thus not subject to the limitations on the enforceability of restrictions in G.L. c.184, §§26-30 and is enforceable for the full stated term of this Agreement. Nevertheless, if recording of a notice is ever needed to extend the time period for enforceability of this Agreement,the Developer hereby appoints the Board of Selectmen of the Town as the Developer's agent to execute and record such notice and agrees that the Developer shall execute and record such notice upon request. C. Development Costs. The Developer shall be solely liable for all costs incurred in construction of all the Work required under this Agreement unless occasioned by the negligent or willful actions of the Town or any of its employees, agents or licensees. i D. Cooperation. The Town agrees to use reasonable efforts to assist the Developer in obtaining any and all permits, licenses, easements and other authorizations required by any governmental authorities with respect to any construction or other work to be performed on the Property, but the Developer acknowledges that the Town has no control over and cannot guarantee that permits required from municipal boards or officers within their statutory or regulatory authority will be granted. Further,the Town does hereby authorize the Developer, 15 I and its designees and assignees, to: (i) execute and file any and all applications for licenses, permits or approvals the Developer deems necessary, appropriate or convenient relating to the rehabilitation, development, construction, demolition and/or improvement of the Property and related Project parldng, all as determined by Developer in its sole reasonable discretion; (ii)to appear before all applicable governmental authorities in support of any such applications; and, (iii)to take all action said Developer deems necessary, appropriate or convenient in connection with any of the foregoing. Moreover, at the request of Developer,the Town shall execute all applications, documents and instruments, if any, required in connection with the transfer to Developer of the benefits of any zoning, wetland, land use, building code and other governmental permits and approvals affecting the Property. E. Enforcement. The parties hereto, and thereafter the permitted successors and assigns of the parties hereto, covenant and agree that the losing party will reimburse the prevailing party for all reasonable costs and expenses (including without limitation attorney's fees) incurred in enforcing (but not defending against the enforcement action of the other parry) this Agreement or in remedying or abating any violation thereof, provided that no obligation shall arise under this section until a court of competent jurisdiction shall have determined that the party from whom reimbursement is being sought has violated this Agreement. F. Indemnification/Liability. The Developer agrees to defend, indemnify, and hold the Town harmless from and against any and all liabilities, losses, costs, expenses (including attorney's fees), causes of action, suits, claims, damages, demands,judgments or expenses from any and all claims, actions, or suits of any nature whatsoever that may be imposed upon, incurred by, or asserted against the Town by reason of this Agreement, including, but not limited to,those arising from any release or threat of release of any hazardous materials which are placed on, in or under all of any portion of the Property, whether pre-existing or occurring after the date of this Agreement,but excepting for matters which are the result of the negligence or willful misconduct of the Town or its employees or agents. This indemnity and hold harmless agreement shall include indemnity against all costs, expenses, and liabilities incurred in or in connection with any such claim or proceeding brought thereon, and the defense thereof. G. Notices. Any and all notices required herein shall be in writing and shall be deemed properly given upon the earlier of: (1)two business days after deposit with the United States Postal Service, if sent by registered or certified mail, return receipt requested, postage prepaid; (ii) one business day after deposit with an express courier service such as Federal Express; or (iii) actual receipt. All such notices will be delivered to the address specified below or such other address as the respective parties may designate in writing: if to Developer: Bradstreet Partners, LLC c/o Hearthstone Realty Corporation Attention: Willard Perldns 28 Andover Street Andover,MA 01810 Telephone: 978-475-5400 Fax: 978-475-5401 Email: wperlcinsghearthstonerealty.com 16 I I With a copy sent in the same manner to: Robert W. Lavoie, Esq. Johnson&Borenstein, LLC 12 Chestnut Street Andover, MA 01810 Telephone: 978-475-4488 Fax: 978-475-6703 Email: bobkjbllclaw.com if to Town: Town Manager North Andover Town Hall 120 Main Street North Andover,MA 01845 Telephone: 978-688-9510 Fax: 978-688-9556 Email: amaylor@townofnorthandover.com With a copy sent in the same manner to: Katharine Lord Klein,Esq. Kopelman and Paige, P.C. 101 Arch Street, 12th Floor Boston,MA 02110 Telephone: 617-654-1834 Fax: 617-654-1735 Email: kkleingk-plaw.com H. Notice of Mortgage Holders. The Developer shall, at all times, provide the Town with an up-to-date list of names and addresses of Mortgage Holders. Any Mortgage Holder may also notify the Town of its address. I. Waiver. The failure on the part of the Developer or Town, as the case may be, to complain in any one or more cases of any action or non-action on the part of the other party, or to insist in any one or more cases upon the performance of any of the provisions, covenants, agreements or conditions of this Agreement or to exercise any option contained herewith, no matter how long the same may continue, shall never be deemed or construed to be a waiver by such party of any of its rights hereunder, or a relinquishment for the future of any such provision, covenant, agreement, condition or option. Further it is covenanted and agreed that no waiver at any time of any of the provisions hereof by the Developer or the Town shall be construed as a waiver of any of the other provisions hereof, and that a waiver at any time of any of the provisions hereof shall not be construed as a waiver at any subsequent time of the same provisions. 17 J. Headings and Captions for Convenience Only. The captions and headings throughout this Agreement are for convenience of reference only and the words contained therein shall in no way be held or deemed to define, limit, explain,modify, amplify or add to the interpretation, construction or meaning of any provisions of, or the scope or intent of this Agreement, nor in any way affect this Agreement, and shall have no legal effect. K. Binding. The terms of this Agreement shall be binding on the parties, and their respective successors and assigns. All covenants, agreements,terms and conditions of this Agreement shall be construed as covenants running with the land. L. Entire Agreement of Parties;No Oral Agreement. There are no oral agreements between the parties hereto affecting this Agreement, and this Agreement supersedes any and all previous negotiations, arrangements, agreements, and undertakings, if any, between the parties hereto with respect to the subject matter hereof, and none thereof shall be used to interpret or construe this Agreement. M. Governing Law. This Agreement shall be governed exclusively by the provisions of the laws of the Commonwealth of Massachusetts. [Signature Page Follows] 18 WITNESS the above execution hereof under seal as of the day and year first above written. TOWN OF NORTH ANDOVER, By its Board of Selectmen I Rosemary Connelly Smedile, Chair Ili Richard M. Vaillancourt, Clerk Tracy M. Watson William F. Gordon Donald B. Stewart BRADSTREET PARTNERS, LLC By: Willard Perldns Title: Manager 488869v5NORTHANDOVER/0138 19 COMMONWEALTH OF MASSACHUSETTS Essex, ss. On this day of , 201_before me, the undersigned Notary Public, personally appeared , Selectman of the Town of North Andover, as aforesaid, who proved to me through satisfactory evidence of identification,which was , to be the person whose name is signed on the preceding or attached document, and acknowledged to me that he/she signed-it voluntarily for its stated purpose, on behalf of the Town of North Andover. Notary Public My Commission Expires: COMMONWEALTH OF MASSACHUSETTS Essex, ss. On this day of , 201_, before me,the undersigned Notary Public,personally appeared of Bradstreet Partners, LLC, who proved to me through satisfactory evidence of identification, which was ,to be the person whose name is signed on the preceding or attached document, and acknowledged to me that he signed it voluntarily for its stated purpose, on behalf of Bradstreet Partners, LLC. Notary Public My Commission Expires: 488869v5//NORTHANDOVER/0138 20 i i Exhibits Exhibit A: Request for Proposals Exhibit B: Proposal Exhibit C: Approved Plans Exhibit D: Construction Schedule Exhibit E: Funding Sources 21 I Exhibit A Request for Proposals 22 i Exhibit B i Proposal 23 I i I Exhibit C j Approved Plans I I 24 i ICI ill Exhibit D Construction Schedule i 25 Exhibit E Funding Sources i i i I 26 This evaluation reflects the Chairman of the Board of Selectmen's compilation of the Selectmen's feedback and will be filed in the Town Manager's personnel file. This document may be released for public viewing. TOWN OF NORTH ANDOVER TOWN MANAGER PERFORMANCE EVALUATION-DECEMBER 16,2012 TO DECEMBER 15,2013 INTRODUCTION A performance evaluation of the Town Manager can result in substantial increases in municipal productivity. The evaluation process itself enhances communication with the governing body and strengthens the management team. A positive or constructive evaluation will instill confidence in the Town Manger and motivate that individual to a higher level of performance. The evaluation can identify real or perceived problems and give the team an opportunity for corrective action before the problems cause serious discord. The evaluation session must reflect the thinking of the entire governing body. A carefully constructed evaluation process can be a very positive tool; it must be taken seriously and used wisely. FREQUENCY OF EVALUATION A comprehensive performance evaluation should take place at least annually. The annual evaluation should be scheduled well in advance to permit preparation time and to avoid having an evaluation scheduled due to a single problem. Ample time should be scheduled for each step in the evaluation process. Hurried sessions will not encourage communications, team building or the identification or problems. THE EVALUATION PROCESS Section I. Each member of the Board of Selectmen is to evaluate the Town Manager on each of the items listed by circling the appropriate number rating. Also provided under each major points are lines for comments. These written comments are essential in providing explanations for a rating given. RATING 1. Not enough information to answer 2. Improvement Needed 3. Satisfactory 4. Good Performance 5, Outstanding Performance Section II. Each member of the Board of Selectmen will list their overall comments, Section III. The Board of Selectmen will establish a policy statement for the upcoming fiscal year whereby the members of the Board of Selectmen will evaluate the Town Manager. The Chairman of the Board of Selectmen will compile the individual responses of each selectman into one comprehensive document that will be approved by the entire board. PERSONAL DEVELOPMENT -An effective policy maker must develop personal characteristics, which are conductive to the smooth operation of the governing body and government. 1 2 3 4 5 Takes responsibility seriously and works hard. 5.0 1 2 3 4 5 Is sensitive to residents, staff and media. 4.4 1 2 3 4 5 Is tactful, diplomatic and tolerant. 4.4 1 2 3 4 5 Has a positive approach to position. 5.0 1 2 3 4 5 Recognizes and learns from past mistakes. 4.4 1 2 3 4 5 Devotes time and effort to personal and professional excellence. 4.8 1 2 3 4 5 Respects opposition. 4.3 AVERAGE SCORE 4.6 COMMENTS: Mr. Maylor has the personal characteristics to excel at his job. He has a positive relationship with staff and elected and appointed officials.Union negotiations went very well and were completed in a timely fashion without controversy. On a rare occasion,Andrew's passion for his work leads to frustration regarding delays in implementing plans and goals resulting from the need to reach consensus. Andrew has become a respected member of the community. PLANNING—In order for the government to be efficient and meet its future needs, decisions must be deliberate rather than reactionary. Planning is the instrument of deliberate action. 1 2 3 4 5 Sees the big picture—is aware of the full range of services. 5.0 1 2 3 4 5 Thinks and plans for the long term. 5.0 1 2 3 4 5 Recognizes the need for improvement and believes positive change is possible. 5.0 1 2 3 4 5 Understands all major planning processes and actively participates where appropriate. 5.0 1 2 3 4 5 Is willing and able to prioritize competing needs. 5.0 1 2 3 4 5 Plans for the long term purchasing, replacement and maintenance to Town 5.0 equipment. 1 2 3 4 5 Recognizes the value of excellent employee's and uses all reasonable efforts to insure 5.0 that the best available individuals are recruited and hired. AVERAGE SCORE 5`0 COMMENTS: Andrew is very strong in the area of long range planning. The Five Year Capital Improvement Plan and Financial Forecast are thoughtful, professionally prepared and designed to meet the town's needs in a fiscally responsible manner without overrides. 2 TEAM PLAYER—Excellence in government requires teamwork. A good team member must constantly strive to cooperate with other members of the governing body. 1 2 3 4 5 Understands the importance of teamwork. 5.0 1 2 3 4 5 Willing to develop and work toward common goals. 4.9 1 2 3 4 5 Recognizes the efforts and accomplishments of other team members. 4.8 1 2 3 4 5 Spends the time and effort necessary to build the team. 4.8 1 2 3 4 5 Avoids bitter and unfair political rhetoric. 4.8 1 2 3 4 5 Recognizes and respects that staff members are part of the team. 5.0 COMMENTS: Andrew has created solid relationships with staff,elected officials and town boards. He is a successful team player and leader with a clear focus on accomplishing the town's goals and delivering on our service mission. AVERAGE SCORE 4.9 CONDUCT AT MEETINGS—The success of a local government depends on the productivity of the meeting of the governing body. 1 2 3 4 5 Stays on the topic and follows the agenda. 5.0 1 2 3 4 5 Abides by the rules of procedure for meetings. 5.0 1 2 3 4 5 Participates actively in the meeting. 5.0 1 2 3 4 5 Keeps comments concise and does not monopolize the meeting. 5.0 1 2 3 4 5 Prepares for all meetings. 5.0 1 2 3 4 5 Regularly attends meetings. 5.0 1 2 3 4 5 Displays a competent and professional attitude. 5.0 AVERAGE SCORE 5:0 COMMENTS: Andrew is responsive and timely on requests for information or questions from the Board of Selectmen on issues and topics presented at meetings. Andrew provides clarity to complex issues and is prepared with supporting material if required. 3 SECTION II Are there any other or overall comments you wish to make on the following: a) strengths of the Town Manager, b) areas where improvement is needed, .c) on other relevant aspects of the Town Manager's performance d) general managerial skills. COMMENTS: Andrew Maylor is a highly dedicated professional who is extremely knowledgeable in managing a community. He has exemplified excellent organizational skills. He is methodical in setting and achieving goals and is focused on j improving the community in a fiscally responsible and sustainable manner. The town of North Andover has been served well by having Mr. Maylor as our town manager. 2013 was a very successful year and the Board of Selectmen look forward to continued positive achievements aimed at better serving our residents and businesses. SECTION III Please list specific objectives you would like the Town Manager to achieve in the next year. High Priority Economic Development • Marketing Plan for the town • Areas of focus—Route 125 Corridor and High Street Mills • Engage area businesses and residents to assist in attracting solid businesses to North Andover Sustainable Government • Continue to work with the school department on providing our students with the highest quality education within sustainable budget. • Continue with our Facilities Master Plan implementation with an emphasis on the new fire station and community development offices. • Continue to explore regional cost savings measures and outsourcing possibilities. Miscellaneous • Continue to enhance content on the town's website and other information outreach opportunities. Remain focused on open and accessible government. • Continue to review town personnel policies with fair and consistent documentation. • Review and update, as necessary,the zoning bylaw regarding signs. Date Signature of Selectman Andrew W. Maylor, Town Manager 4 Licensing Commissioners TOWN OF NORTH ANDOVER OFFICE OF TOWN CLERK 120 MAIN STREET NORTH ANDOVER, MASSACHUSETTS 01845 NORTH OF,Y�r.o 6',Y 1 b�.,,1 1'•,6 OO Joyce A.Bradshaw,CMMC F A Telephone(978)688-9501 Tbim Clerk, * * FAX(978)688-9557 �R�T[o fPy.(5 9sSACHUS�� MEMORANDUM TO: Tracy Watson, Chairman, Licensing Commission Members of the Board of Selectmen Andrew Maylor, Town Manager FROM: Karen A. Fitzgibbons, Asst. Town Clerk ���` DATE: January 16, 2014 SUBJECT: Common Victualler Application Attached please find an application for a Common Victualler License from Donna Warne of Corporate Chefs, Inc., 22 Partridge Road, Haverhill, MA. Corporate Chefs is proposing to replace Luci's Cafe, 1600 Osgood Street. According to the application the manager on site will be Cindy Eklund. The fee has been paid and favorable recommendations are included from the Police Department and Building Inspector. The Fire Department recommends favorable with conditions,please see attached memo from Lt. McCarthy. The applicant has been made aware of the Fire Department's concerns. If you have any questions or concerns, please do not hesitate to contact me or Joyce Bradshaw. Thank you. TOWN OF NORTH ANDOVER BOARD OF SELECTMEN GENERAL APPLICATION This is a general application for a license that the Board of Selectmen may grant. All license applications to the North Andover Board of Selectmen must be accompanied by the following information. Indicate if license is: new i r a n s f r change of dba Other List type of license(s)applying for; Common Victualler 0 P ackage Store All Alcohol Class 1 N o.of vehicles for display: Restaurant All Alcohol F-1 Package Store Wine&Malt ❑Class II No,of vehicles for display:_ Restaurant Wine&Malt EDFortune Teller ® Club All Alcohol F7Vehicle for Hire/Taxi No of Vehicles: Annual Entertainment 0 Sunday Entertainment Q Electronic Games-list below: Jukebox Billiard Table No,of tables: Business Name (legal): C v r jpc f&,k°e.U4 I r. dba: Please attach copy of business certificate if applying as dba or individual. If business is a corporation or LLC, please attach: 1. Certificate of Good Standing from the Secretary of State's Office. 2. Corporate Vote authorizing business at the location. Address oflicei3sed premises (include zip code): (U 0 0 �ep c A 5 I,�tJC&1.1 mailing address (if different than above address): t I t: Ae' 1 Name of individual/applicant authorized to apply for license: D YN n,, a oc,-- Business tel, no. of applicant; � '� �✓ B s mess email; F.E.I.N: (F.I.N.). r l a t l ` C C/,,L4$d lj� ® A6k ffiAY4�€".ti Please check one of the following:®own premises �lease premises n property under P&S Name and address of property owner if different from license holder: Nan le Address If applicable, please attach copy of lease and/or Purchase and Sales Agreement. Do you currently hold asimilar license? What type? � 4� t°� Have you previously applied for a license? (Yes) (No)® Have you ever had a license revoked? (Yes)❑ (No) If yes, please indicate why: 1 If there is a building or structure associated with the license, please submit the following (preferably on 81/2 x 11" paper-no larger than 8 112 x 14"): 1. Floor plan (include seating area), and 2. Site plan indicating parking areas and access to town ways. If applying for a Class I or Class II license, please submit a plot plan that shows: L The number of the vehicles on display 2.The exact location of the vehicles 3.Customer parking 4, Office area Proposed hours of operation: Monday 7-34 -go15Thursday w f' Tuesday -7'149 h, 2'.,W Friday Wednesday 7,1D -Aj 1', 04 Saturday Sunday (Specify liquor sale hours if different than regular establishment hours): Has the applicant operated a similar business? (If applicable) N Name of Business: Address: y Federal Tax No. (If applicable): - I certify that the North Andover Police Department may run a criminal records check for any prior offenses and that this information may be transmitted to the Local Licensing Authority at their request. Date: 1 �� Signature: `- I certify under the penalties of perjury that 1,to the best of my knowledge and belief, have filed all state tax returns and paid all state and-local taxes_.requirgd b?( lav0. Date: 1 t Signature: L/ I certify that I have read through the conditions included with this license and agree to comply with any further stipulations that the Licensing Authority may from time to time approve. I also hereby authorize the Licensing Authority or their agent to conduct whatever investigation or inquiry is necessa to verify the information c6btained i nis a' fi i n. r Date: , I Signature: �- Please contact the Town Clerks Office at(978) 688-9501 if you have any questions regarding this application form. Reviewed and amended:2611 2 TOWN OF NORTH ANDOVER � Fire Department Central Fire Headquarters---Fire Prevention Office � 124 MAIN STREET NORTH ANDOVER,MASSACHUSETTS 0 184 VtORTH Andrew M6oika Tel (y78}680-9593 Fire Chief �~'~~~ ` ' FAX(978) 608-9594 Lt.F. McCarthy � F�cPrcvecdiuo0�5ucr ACH ' Town Clerks Office l20 Main St. North Andover,Ma January l3, 2Ul4 Karen, � The Fire Department recommends favorable action in granting a common vidualler`a license to Corporate Chief o Inc. ut()zzy Properties under the following ouudidoua. The company shall provide nxthe Fire Department uo affidavit that the firesuppression system for the grill has been inspected and approved by a licensed fire alarm contractor within the past year. The hood and grills buvehccno|cuucdaodiuxpeotedbvuliocmocdcontzootorvvhhiodbopaot6nuoutba. The fiznalarm and sprinkler system for this facility im maintained hv property maintenance. There iono need to provide documentation for these systems. Thank you, Fred McCarthy Fire Prevention � � i NORTH ANDOVER r� r ---Community Partnership--- To: Karen Fitzgibbons From: Lt. Eric Foulds Date:January 10, 2014 Re: Common Victualler License The Police Department recommends favorable action on Corporate Chefs, Inc. application for a Common Victualler License to do business at 1600 Osgood Street as stated in the application. 1475 Osgood Street, North Andover, Massachusetts 01845 Telephone: 978-683-3168 Fax: 978-681-1172 Fitzgibbons, Karen From: Brown, Gerald Sent: Friday, January 10, 2014 10:45 AM To: Fitzgibbons, Karen Subject: Re: Common Victualler License Build. Has no issues Sent from my HTC on the Now Network from Sprint! -----Reply message ----- From: "Fitzgibbons, Karen" <lcfitzgib(Ltownofnorthandover.com> Date: Fri, Jan 10, 2014 9:16 am Subject: Common Victualler License To: "Foulds, Eric" <EFoulds@ apd.us>, "McCarthy,Fred" <fmccarth(a�townofnorthandover.com>, "Brown, Gerald" <gabrowngtownofnorthandover.com> Cc: "Gallagher,Paul" <paal« lagh(c�napd.us>, "Melnikas, Andrew" <amelnik(cr�townofnorthandover.com> Good Morning, Attached please find an application for a Common Victualler License from Corporate Chefs, Inc. who are planning to take over Luci's Cafe located at 1600 Osgood Street. I am placing this item on the 1/27/2014 BOS agenda, therefore would appreciate your recommendations by Tuesday,January 14th. Thank you for your co-operation. Karen Please note the Massachusetts Secretary of State's office has determined that most emails to and from Municipal offices and officials are public records.For more information please refer to:http://www.sec,state.ma.us/pre/preidx,htm. Please consider the environment before printing this email. 1 Public Hearing New Business Old Business Public Comment Town Manager' s Report 1/2/14 NO Mr. Maylor _._._ -___.,___ _.y.._., y ,J, ess this request goes under"Ask The Manager" - r. Perhaps at the next Selectmen's meeting you coo t Qt trrite or have someone expIMn- how the Real Estate Tax is determined in commdh-bvdryday language. I received my tax bill ' the other day and my tax not including CPA increased $186 over last year. Last year my tax was $3707 and this year it is $3893. The increase is over the 2.5%. 2.5% increase over last ' `S year would be $92 not $186 increase which is 5%. What happened to Proposition 2.5 that limits sf increases to 2.5%? 1 listened to the meeting when tax rates were discussed but to be truthful had no idea what the gentlemen was talking about. I may not have a college degree but ,consider myself a fairly intelligent person yet what he was saying went above my head. I„woutd' truly-apprec ate an explanation in simple terms and I thank you in advance I heard you say that you would ask the DPW to move the signs at construction sites so that the people could see how their tax dollar is being spent which is good. Perhaps you could also investigate why the police granite sign at the front of the Police Station was placed behind a tree and shrub so that only people coming from Haverhill can see the sign. This granite sign cost tax payers money whether it is from the town, state or federal and seems odd that it cannot be seen in both directions. I see now that a metal blue sign that says Police has been put up so that it can be seen in both directions. This than means that the tax dollars spent on the granite stone sign was a waste of money, how sad. It appears no one had taken the time to make sure the sign was visible in both directions when installed. Then again why should they it wasn't their money it was the tax payers money. I know this may seem like a small thing but I would think that someone from town would have made sure all was ok before signing off and paying whoever installed the sign behind a tree. I thank you for your time Snow and Ice Budget comparison Public Works vs Accounting as January 21,2014 Storm Repairs Maint # Storm Date Labor Contractors Salt Sand Calcium and Fuel Total Cost Repairs and Mainatenace $ 10,347.63 $ Fuel $ 30,870.98 $ Other Charges $ 5,458.50 $ - 1 12/1/2013 $ 1,946.22 $ $ 3,251.52 $ $ $ 5,197.74 2 1216/13-12/7/13 $ 1,591.16 $ $ 8,535.24 $ $ $ 10,126.40 3 12/9/2013 $ 1,440.72 $ $ 8,128.80 $ $ $ 9,569.52 3A 12/10/2013 $ 262.74 $ $ 406.44 $ $ $ 669.18 4 12110/2013 $ 1,261.16 $ $ 7,722.36 $ $ $ 8,983.52 5 12/14/13-12/15/13 $ 14,720.19 $ 103,942.85 $ 21,541.32 $ $ 3,795.00 $ 143,999.36 final 5A 12/15/2013 $ 350.32 $ - $ - $ $ - $ 350.32 5B 12/1612013 $ 383.94 $ - $ 406.44 $ $ $ 790.38 6 12/17/13-12/18/13 $ 12,326.78 $ 66,704.34 $ 14,835.06 $ $ $ 93,866.18 final 6A 12/20/2013 $ 526.53 $ - $ - $ $ $ 526.53 6B 12/22/2013 $ 278.34 $ $ - $ $ $ 278.34 7 12/23/2013 $ 2,000.22 $ $ 7,722.36 $ $ $ 9,722.58 8 12/26/2013 $ 2,979.02 $ $ 18,289.80 $ $ $ 21,268.82 9 12/30/2013 $ 2,127.84 $ $ 7,722.36 $ $ $ 9,850.20 10 1/1/14,112/14&1/3/14 $ 21,276.38 $ 212,380.87 $ 27,637.92 $ $ 1,380.00 $ 262,675.17 estimate 10A 114/2014 $ 2,893.35 $ - $ 4,877.28 $ $ - $ 7,770.63 11 1/5/2014 $ 4,201.28 $ $ 7,722.36 $ $ $ 11,923.64 12 1/612014 $ 3,182.90 $ $ 12,193.20 $ $ $ 15,376.10 12B 1/7/2014 $ 380.52 $ $ 406.44 $ $ $ 786.96 13 1/10/2014 $ 1,676.10 $ $ 13,818.96 $ $ $ 15,495.06 14 1/1112014 $ 1,901.68 $ 39,096.84 $ 7,722.36 $ $ $ 48,720.88 15 1115/2014 $ 1,551.78 $ - $ 7,315.92 $ $ $ 8,867.70 16 1/18/2014 $ 10,923.86 $ 28,249.21 $ 22,760.64 $ $ $ 61,933.71 estimate 17 $ - $ - $ - $ - $ - $ - Totals expended per Public Works $ 90,183.03 $ 450,374.11 $ 203,016.78 $ $ 5,175.00 $ 46,677.11 $ 795,426.03 4 Total FY14 Snow&Ice Bridget $ 95,000.00 $ 345,172.39 $ 182,510.00 $ 14,000.00 $ - $ 115,765.61 $ 752,448.00 BUDGET BAL PER PUBLIC WORKS $ 4,816.97 $ (105,201.72) $ (203506.78) $ 14,000.00 $ (5,175.00) $ 69,088.50 $ (42,978.03) Snow&Ice Budget per Town Accountant General Ledger $ 81,067.24 $ 378,354.71 $ 93,933.40 $ 4,068.74 $ $ 55,153.67 $ 612,577.76 Encumbrances $ - $ 16,532.48 $ 88,576.60 $ 4,000.00 $ $ 36,872.63 $ 145,981.71 Total expenditures&encumbrances per Accounting $ 81,067.24 $ 394,887.19 $ 182,510.00 $ 8,068.74 $ $ 92,026.30 $ 758,559.47 4 Total FY14 Snow&Ice Budget $ 95,000.00 $ 345,172.39 $ 182,510.00 $ 94,000,00 $ $ 115,765.61 $ 752,448.00 Bt1pGET BigLANC6 AS 0'F'0-9/x1/14 S 13,932 78' $ '(49;774 80) $ 26, variance between DPW and Accounting GIL $ 9,115.79 $ 55,486.92 $ 20,506.78 $ (8,068,74) $ 5,175.00 $ (45,349.19) $ 36,866.56 *Variance between DPW and GIL are due to encumbrances,invoices in process and DPW estimates 1/21/2014,4:22 PM,FY14 Snow and Ice Summary Report-GL-through 1-21-14 Tfi ?i NORTH ANDOVER POLICE LEM ---Community Partnership--- The Office of CHIEF OF POLICE TO: Andrew Maylor,Town Manager FROM: Paul J.Gallagher, Chief of Police DATE: January 10,2014 v RE: December 2013 Crime Statistics First week brought the first snowstorm and accidents were reported all over town. These are the typical first storm accidents where there is usually minor damage and no injuries as operators do not leave enough space in between their vehicles when travelling,or pulling out in front of traffic on snow covered roads. In the beginning of the month a residence in the downtown area was the victim of a home invasion in which three or four individuals entered the residence with weapons, assaulted one of the occupants, and left with an undermined amount of money. We want to let the Board know that through our investigation,this was not a random act of violence,but a;carefullyplanned operation that involved one of the occupants. We are also working with the bank,Wells Fargo, who we believe will be foreclosing on the property in January. Once this takes place we will be aggressively pursuing the bank to make the property safe and secure as quickly as possible so as not to attract other such incident or worse,as was the case on another street close by last year. During the holiday season our directed patrols show that there was a decrease in larcenies and motor vehicle breaks over last year. Our officers went into the businesses,spoke to the managers, answered general questions and told them of the increased presence.We worked with loss prevention in the major retailers to coordinate their schedules so we would be able to respond quicker and provide assistance. As stated in the previous report, although not a crime statistic,our officers respond to medical assistance calls throughout town. While on directed patrol,numerous medical assists in the Mall and the 114 shopping corridor had an almost instantaneous police response due to the directed patrol. It was with great sadness that our recently retired K9 Kyzer passed away at his handler's home after developing cancer. K9 Kyzer was one of the best police K9's for the North.Andover Police Department,but I believe, one of the best around. He was on call 24/7 and never ever missed a callout. Kyzer was the epitome of a police dog and he will be missed. i 1475 Osgood Street, North Andover, Massachusetts 01845 Telephone:978-683-3168 Fax:978-685-0249 North Andover Police Crime Statistics Criminal Activity Nov-13 Dec-13 Chun % Change Domestic Abuse 9 12 3 33.3% A&B,Assault 2 2 0 0.0% Suspicious Activity 59 56 - -5.1% B&E 3 6 3 100.0% B&E MV 19 12 .7 -36.9% Larceny 34 32 -2 5.9% General Disturbance 36 25 -3 22.2%` Alarms Res&Comm 131 113 -13 -9.9% Aid to Public 51 35 -13 25.5%° 911 Hang Up/Abandon 25 45 17 60.7% ArrestslSummons Nov-13 Dec-13 Chan e %Change Total Booked 64 51 -13 =20.3% Arrests 32 24 -5 25.0% OUI Arrests 1 4 3 300.0% Summonsed 17 13 -4 23.5% Warrant Arrests 4 1 .3 -75.0% PC 2 2 0 0.0% Calls for Service 1907 1771 -136 -7.1% Proactive Ponftg Nov-13 Dec-13 Chan e % Chang Motor vebicle Stops 353 256 .97 -27.5%i Motor vehicle Crashes 49 65 16 32.7% Property Checks 603 534 -69 11.4% Community Service Ofc. Nov-13 Dec-13 Chan e %Chan e Animal Complaints 22 13 -4 -15.2% Calls for Service 71 66 -5 _ -7.0% Document Service 35 29 -9 -23.7% Parking Enforcement 10 13 3 30.0% Property Checks 1 2 1 100'.0% North Andover Police Crime Statistics 140 120 100 80 60 a Nov t Q 40 0 Dec M 20 U` 0 A soe�� P Ca p yti.� 70 60 — 0 50 E 40 cn 30 0 Nov H 20 a Dec m Q 10 0` LM Total Booked Arrests OUI Arrests Summonsed Warrant PC Arrests 700 tv 600 E S00 'c1 400 a 300 Nov Cu > 200 Dec 0 100 L Q. 0 _ ... Motor vehicle Stops Motor vehicle Crashes Property Checks i �I I 80 u 60 ai 40 Nov U p 20 M Dec E E 0 , U Animal Calls for Service Document Parking Property Checks Complaints Service Enforcement I I �I Web Stats- Dec 1 - Dec 31, 2013 Web Stats-Jan 1 -Dec 31, 2013 Meeting Calendar 13,741 See Click Fix 176,209 See, Click, Fix 9,949 Meeting Calendar 34,409 Recycling Calendar 6,345 News&Announcements 27,581 Senior Center Calendar 3,090 Assessor's Office 18,331 News&Announcements 21877 Town Departments 17,865 Town Departments 2,548 Recycling Calendar 15,079 Town Calendars 2,110 Senior Center Calendar 14,691 Assessor's Office 1,867 Jobs 14,616 Police Calendar 1,674 Bids& Proposals 13,557 Jobs 933 Town Calendars 11,077 Bids& Proposals 893 Emergency News 10,875 2012 Assessor Values 802 Police Department 10,671 Emergency News 802 Onlint Tax Payments 9,587 Police Department 647 How Do 1? 8,860 Recycling 612 Forms& Documents 8,107 Online Tax Payments 571 Police Calendar 8,004 DPW 514 Recycling 7,639 Boards& Commissions 504 About Our Community 7,505 Police Personnel 497 Tax Office 6,932 How Do 1? 4841 12012 Assessor Values 6,865 Total hits 151,460 Total Hits 1428,460