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HomeMy WebLinkAbout2004-02-05 Legal Documents Manzi . McCann ATTORNEYS AT LAW 59 Jackson Street Lawrence,Massachusetts 01840 Telephone; (978)686-5664 Fax: (978)794-9628 Vincent C, Manzi,Jr. OF COUNSEL Eugene Patrick McCann Charles Nierinan Mass.and Fla. Steven A. Baddour Peter J McQuillan OF COUNSEL Patrick F.McCann Texas only Michael A.Manzi Rick M.Seccareccio September 19, 2003 Sonya M, Brown Terrence B.Downes Chairman, North Andover Planning Board 27 Charles Street North Andover, Massachusetts 01845 RE: Eaglewood Properties, LLC Rte, 114 Shopping Center Dear Mr, Chairman: Enclosed please find three copies of Site Plan Application signed by the Town Clerk of North Andover. Also enclosed are ten copies of site plan, abutters list, envelopes, filing fee in the amount of$5,825.00 and review fee of$5,000.00. The proposed project as shown on the attached site plans consists of approximately 77,500 gross square feet of retail space provided within a shopping plaza consisting of three main components. The westerly component will be occupied by a 23,600 square foot retail building, and the easterly side of the project wilt feature the remaining square footage in two multi-tenant retail buildings, and will include approximately 483 parking spaces within the 13.3-acre site. Thank you for your consideration and cooperation. Veiy yours, Vincent C: anzi, J VCM:bn-d Enclosures Delivered in Hand Lowell Office 219 Central Street Lowell,Massachusetts 01852 Telephone: 978-441-2398 VJ/ 6.VV•1 VY,f.V R'eka OI V i 64 OV I.V "I" VV1 I I Manzi McCann. ATTORNEYS AT LAW 59 Jackson Street Lawrence,Massachu&08 01840 Telephone:(978)686-5664 Fax:(978)794-962$ OFCO{INSBL Vincent C.Manzi,Jr. Char Eugene Patrick McCann les Scott Merman Msra..n3l Au. Peter J.McQuillan Steven A. Haddour Penick F,McCann TCx.s only oi{co(WIt Michael A,Manzi stick K Secrareceb Sonya M.Brown Terrence B.Dow'= I FAX COMMUNICATION 978 689 9542 February 5, 2004 Chairman, Planning Board Town of north Andover 27 Charles Street North Andover, Massachusetts 01845 ATTENTION- Julie RE: Eaglewood Shops Route 114 Turnpike Street, North Andover, Massachusetts Dear. Julie: Confimting our conversation of this day, the developer for the Eaglerwood Shops project on Route 114 in North Andover agrees to an extension of time for completing and filing of the decision for the Special Permit Site Plan approval for. the above entitled project to the close of business on February ON, 2004. Thank you for your anticipated consideration and cooperation, Very truly yours, VCM;bmd Lowdt Office 219 Contrh Strad Lowell,Maagw6wottn 01852 Tdephw! 9,78441-2398 OCT, 5. 2004 3: 11 FM URBELIS & FIELDSTEEL NO. 437 P. I URSELIS 8 FIELDSTEEL, LLP 155 FEDERAL STREET BOSTON, MA 02110 Telephone; (617)338.2200 Telecopler: (617)338-0122 Andover ofte 26 Chestnut Siteet Andover,MA 098f0-3600 Telephone., (078)4754552 FAX C OV E R S H E E T TO: Held] Griffin FAX: (978)688-9542 FROM; Thomas J. Urbelis, Esquire PHONE; (617)338-2200 RE- Coachman Dev. DATE; October 6, 2004 Number of pages including cover sheet, 3 Message: THE INFORMATION CONTAINED IN 7W13 IRAOSIMILe MR'Waa IS PRIVILEGEO AND CONFIDENTIAL INFO"TION INTENDW ONLY FOR THE USE OF llqr-IWDmovALOR ENTITY NAMED ABOVE, IF YHR READER OF THIS MMAU IS NOT TJQ INTENORD RWARIENT,YOU ARE HERESY NOTIFIED THAT ANY DOEM4YATION,D1$TmnMON OR COPYING OF T1416 COMMUNICATION IS SYMOTLy pRo"j@ITED. IF you HAVE RraCRWO THIS C40MWNICATION IN ERROR, PLE488 IMMEDIATELY NOTIFY US PY TELEPHONE AND RVVRN The 0WjNAL MESSAGE 10 us AT THE As WRADPWOwA THE U.S.PusTAL Swig. THANK You. OCT. 5, 2004 MIN URBEk1S & FIELDSTEEE NO. 437 P. 2 Manzi MCCKM ATTORNEYS AT LAW 39 7acksen street Lawrenee,Massachusetts 01840 Telephone.,(979)086-5664 Fox-.(978)794.9628 Vincent C.Manzi,Jr, OFCpi'INNEL Eugene Patrick McCann Charlos Scats Nkorman Mass.and Fla. Steven A.Baddour Pew J.MCWHak) OFCQUNNa Patrick F,McCamt texas only MAW A.ManA Rick M,soccarwelo September 29,2004 xe M. noWwnas Clerk Land Covet 226 Causeway Street Bosto:a,Massachusetts 02114 RE: Coachman Development,LLC V.Planning Board of North Andover,et at Misc.No.297053 Dean Sir: With regard to the above captioned matter, Y am encloslng a Stipulation of Dismissal. Would you kindly file and docket same in your usual manner? If you have any questions,please do not hesitate to contact this office, Very ly yours, incenrt .M Enclosure cc: Mark Johnson,Esquire W, Thomas r.Urbelis, Esquire 1.owcu OlRrt 219 Ca**d street Lo"U,Massachusetts 01852 1 Telephm: 978.441-2398 ` OCT. 5, 2004 MIN URBELIS $, FIELDSTEEL N0, 437 P. 3 �yq , COMMONWEALTH OF MASSACHUSETTS ESSEX, ss. TRIAL COURT LAND COURT DEFT, COACHMAN DEVELOPMENT,LLC., MISC, NO.2970S3 Plaintiff V. EA xLEWOQp PRoPERTlE.S;LLC., JOHN SIMONS,ALRERTO ANGLES, RICHARD NARDELLA,PELIPE,SCHWARZ, GEORGE WFHTE,JAMES pHRgNEy, as they are members of the PLANNING BOARD OF THE TOWN OF NORTH ANDOVER Defendants STitlp'ULA 'IUN OF DISi1+H'SSA>E, The Parties to the.above action hereby Uwe that it may be dismissed,with pr�udiae,without costs,all rights of appeal w4ved. RespectUly submitted, Respectfully submitted, CO'clun8n Development,LLC Eaglew©od Properties, Glc By Its attorney, By its ay, Paw B.Johnson,Esquire 0#252760 uire Office of Mark B.Johnson BB # 12 Chestnut Street Manzi&McC Andover,MA 01810 59 Jackson Street (978)475-4488 Lawrence,MA 01840 (978)686-5664 Respeotfully submitted, Necth Andover Planning Board By its attorney, Thomas,�. b is,Esquire i HBO# Urbelis&Fieldsteel,LLP 155 federal Street Boston,MA,02110 (617)338-2200 ' , August�,2004 1 Town of North Andover V p f t{pNTFi q 11"o 4a Office of the Planning Department 3? °``" Community Development and Services Division � � 27 Cluirles Street '� "°h .«. .r. 4 North Andover, Massachusetts 01845 �"SSAcI105 �g i Telephone (978)688-9535 PLANNING Pax(978)688-9542 DEPARTMENT Fax To: Ae-,k �!� —FPO ' C_ a3� ,�'9 ', , ,�s 7 3 3 Pages: /Fax.' .3,, _ ,. Phone: CP 63 ` ?.Y 6 7e2 O Date: 11 D RE: CC: Urgent^For Review^Please Comment_Please Reply Please Recycle_ Comments: I3Oi%IZ D OP AI'I'HALS 6RY-9541 BUILDING 688-9545 CONSEIZVATION 68M530 HEW I'H 68R 9540 i'LAN'NING 68R 9535 A I 11/04/2004 10:57 6038930733 MW DESIGN PAGE 01 103 8111es Road+Sulle One•selem.New Hampshire 03070 MfIHF Design Consultants, Inc. TEL(003)893.0720•FAx(603)893.0733 FACSIMILE COVER SHEET / TRANSMITTAL Company: —p woN N-�o►V�E�''' l2 NOV 2004 Pho e; '�7 fob533 Fax: '713 - b Is 113- 755'4 PLANNING Ij(v ,et t'rMi ITT 00 From: Company: DESIGN CONSULTANTS, INC. Phone: 3) 893.072d Fax: BO 893A733 { Date: 04 t W Pages including this !� Cover page, Comment.x '7� "'"' i 11/04/2004 10:57 6038930733 Mf DESIGN PAGE 02 �'" 0 .rr � _.. Am 1oa Silles Road•Sulte One•Salem,New Hampshire 03079 MHF baslon Consultants, Inc, TEL(603)803.0720•FAX(03)893-0733 MEMORANDUM To; Heidi Griffin Date: 03 November2004 From:' Karl Dubai► Re: Faglewood Shops MW# 155903 Planning Board Consultant ConjU&tAZe_nftent Envi_romuental/Consttuction Monitoring Services Per your request,this memorandum serves as acknowledgement of a gonjx t araezn between the Town and MHF specifically regarding the Planning Hoard's monitoring of the Englewood Shops project in accordance with their Notice of Decision datod Febzuaiy 5,2004(attached). The anticipated Scope of Work will consist of the Notice of Decision Special.Conditions (SP)#1 —Envir+onumental Monitor and#2—Construction Monitor, We have spoken with the Applicant's Engineer(VHB)and they have acknowledged this scope,subject to the following rmderstandiM: L Scope of Work& Contractual RelatioxtImp Per SP#1,the Applicant will designate MHF as both the i)adelwaftt Eavimomental Monitor and Construction Monitor,respectively and concurrently. MHF will continue to be under direct contract with the Town of North,Andover. MHF will perform and execute its work for and benefiting the Town of North Andover Planning Board,and tape diarection fim the Town, M-lk''s pykaary Client contact for these directives will be Ms. Griffin. 2. 'Activity Scheduling&Reporting -An MHF representative will be available approximately`upon 4 hours'notice to inspect the site with the Planning Hoard designated offWal". We u derstand that these inspections will occur approximately weekly(or as directed)and appropriate reports will be filed with the Plaenniog Board as specified. Both the Eavixonmental and Constructionn-Monito work will be performed concurrently and would entail combined or separate reports as needed, due to field conditions, progress and sequence of construction,work items,and any issues that arise. ENGiNSERS PLANNERS • SURVEYORS 3 a, i 11/04/2004 10:57 6038930733 MFF DESIGN PAGE 03 r 3. Contact Personnel Primary MIFF contact person: Karl Dubay work 603-893.0720 fax 603-893-0733 cell 603-475-7571 home 603A21-9002 Secondary on call contact person if needed. Andrew Szava-Kovats(MHF) Additional on call contact person if needed. Jeff'White(MHF) MHF will be provided appropriate contact information for the Town,Developer, and Contractor 4. Constnetlon Items of Particular Concern Whereas the work scope specif-Xcally identifies particular concern with construction of the detention pond and retaining walls throughout the site,NW requests that detailed certified shop drawings of these systems be provided prior to cornmeneement of construction. We assume that the Town Engineer would be reviewing these shop drawings,and that the work would be performed in accordance to all applicable regulations and standards,include any requirW by the Town. We also suggest that detailed construction layout be provided,maintained, and monitored during the work, with all appropriate testing reports to be provided by the applicant on a timely basis. 5. Scope of Work Clarifications MHF's scope of work is solely visual observation of certain items,as directed by the>Planaing board's revresentative,on a weekly basis and as directed. This scope of work does not entail resident engineering,review/response relative to any observed safety and/or OSHA issues, survey,site engineering,environmental engineering,or design. The developer/contractor is solely responsible for the r r,m and methods of construction and for all conditions at the site. MHF's scope of work is limited to the above-referenced SP items only. M-lF's observations(and recommendations if requested by the Board)will not comitute directives to the contractor/developer,but will be provided to the Hoard's designee. MHF understands that none of the work involves offslte work(e.g., roadway improvements). MHF understands that the Town and/or the developer have certified testing companies under direct contract who would be performing all testing and materials certifications work,and appropriate copies of said information would be provided to MHF. MHF understands that other Town departments(e.g.,Public Works,Conservation Cornn fission,Town Engineer, other utility companies,etc.)would or may be providing direction of the developer's work. At ibis point in time, MHO'will not be performing its work for tine Conservation Commission(pertaining to its Order of Conditions),although copies of sny reports could be forwarded to the Commission by the Planning e'r 11/04/2604 10:57 6038930733 OW DESIGN PAGE N4 Board's Designee as needed. The scope of MHF work is limited to weekly site visits(and other sporadic visits if directed)and therefore cannot guarantee compliance of all construction work. It will be,the responsibility of the developer to properly coordinate all work with all other Town departments,commissions, and perzt-tittozs,including any work needed relative to erosion control systems, NPDES reporting,etc. 6, Communication & Notification by Developer/Contractor MRF understands that the developer/contractor will ensure that the Planning Board's designee informed of construction schedule and progress,and provide proper coordination and notification for the appropriate scheduling of on-site observations. MHF also understands that we will be available at any time for unforeseen conditions,as directed by the Client. 7. ]Performance Guarantee Review MW understand that the scope of work includes review of Perfonn"ce Guarantee amount calculations provided by the developer,relative to Special Conditions item##4.g. This task will be performed immediately upon receipt of information and will be coordinated with Ms. Griffin. 8. Estimated Fees The estimated fees for this work is$10,000.00(ten thousand dollars)based on the attached Classified Hourly Rate Schedule(attached),and anticipated site visits and reporting schedules outlined in the scope of work. Note that this work will be invoiced at Time and Materials plus direct reimbursable expenses per the Vee Schedule,and may be more or less than the estimate,depending on the field conditions,performance,and direction of work performed, We understand that the developer will place this estimated atnount in escrow with the Town,and MHF invoices will be drawn from that escrow,and said escrow would be fituded/replenished as needed by the developer. Invoices will be submitted approximately monthly to the Town for teview;payment is due immediately upon receipt. Any outstanding invoices will be subject to 1.5%interest per month, and MRF reserves the right to immediately stop work and/or withhold information if invoices arc not paid in M. 9. Documentation Maintained by Developer The developer will provide MHF two copies of sill plans and documentation of record referenced in the Notice of Decision,and copies of any subsequent changes, revisions,etc, to any record documents as work progresses. The META' scope of work will not include review of revisions or changes unless directed to do so by the Client. 11/04/2004 10:57 6038930733 r7t OL!DI N resat r,� We trust that this cwuw Ma&u&t meets with your approval, We can conuncace work upon verification of the escmw funds per item 7 above and receipt of this signed amendment. Signed for the Towrn.of North,A mdover: f LI si t a Y date plated mme/position Sigded for MIFF: signature date Frank C.Monteiro, P,E. Principal Attachments: PJamring Board Notice of Decision—Eaglewood Shops—dated 02-05-04 NW Classified Hourly hate Schedule II/U4/LUU4 1U.❑! Pq.7R73C3133 "V Ut5.LON VAUL Ub . 1 . Town of North Andover •1 W ,i,'=! Office of the Planning De ar6ent n,".;� mtxnIty Development and Se `ces Division r . .�, 27 Charles Street 4L North Andover,Massachusetts01B15 Tekepbom(978)688-9535 Pax(978)68"542 - Notice Of Decision Ajay apt �sriall be fded - Within(20)days sifter the Date of fiWig this Novae to the Offlee of the Town• Clerk Date: February 5,204 Date Of Bearing; October 21,2003, ' Novft*er 6,2003,November 18, 20b3,December 2,2003,Derr 26,2003,January 20,20(i4, February 3,2ftl(declsion) Po"On dit Bagley OM Pmperiies,LLC PO Box 337,Topsfield,MA, 01983 PreMIM Affected: Rte l l4 Map 24 panels l6, 17 &Map 27 Pamel 22 Referring to the above pennon.tor a Site Plan Review Special Permjt. The application w a's determined to be complete and was notiteA and reviewed in acconhoce with the Sections &3,103 and 1031 of the Tov►m of Noribi Andover ZonkC'Bylayr NO MGL c.40A,sec.9 So as to allow:The construction of a 77,500 squaw foot building of rttsil space and restaurant space and associated utilities,grading,parking,landscaping and stonawamr mane, went stxucnufes. After a public hearing given on the above date,the t'lstnWng Board voW to AMOVE, the Site Plan Review Special Pet'adt,based upon the attached condltkm: Cc:Applicant Signed: :f Abu itas as behalf af: DPW on Angles,Chairnean Building Department George White,Vlce Chalrwan Conservation Department Felipe Sthwarx,Clerk Health Department John Sbooper ZBA, Richard Nardella James Fbin ncy,Associate NJ(embex HOARD OF A"SALS 699.9541 SC LDENG 688.9545 CONS&RVA710N 688.9530 HEALTH 6W9540 FLA,N.h LNG 688.9$35 :xl�+' f sc+VY iV..ar OVJq 7.zUf JJ RN'4' LG5I UEV r'F1U�. l7! . eft Plan Review-Spacial Permit Euglewood Shops—Route 114 The Planning Board herein approves the Special PermWS#e Plan Review for the construction of 77,800 square feint of retail space and r0starlrrgAt dpaoe. These buildings are located In the' General Business Zoning District and are on Map 24, Parcels 18 & 17, and Map 27, Parcel 22. This Special Permit was requested by Saglewood Properties, LLC, P.O. Box 397, Topstield, MA 01083, the owners of the land being the Lawrence Eagle Tr" Realty Trust, 1W Turnpike Street, North Andover, MA 01845. This application was filed with the Planning Somd on September 19, 2003. The applicant submitted a complete appiicatlon winch was noticed and reviewed In accordance with Sections 8.3, 10.3,and 10.31 of the Town of North Andover Zoning Bylaw and MOL c.40A,sec.9 The Planning Board makes the following findings as required by the North Andover Zoning Bylaws Section 8.3 and 10.3, FINDINGS OF FACT: 1• The specific site is an appropriate location for the project as it Is located In the General Business Zone and Involves the construction of permitted users within those zones. e flaalty the General BuOl""S Ofetriot parnAs both"MW stores and'wholeoale shores,as wee in"restaurants.dining room or lunch room°. {Section 4.131.1.and 4,131.5 of the Town of North Andover zoning•Bylawj. This property wag rezoned at the May 12, 2003 North Andover Annual Town Meeting from Igeaidential 4 to General 9usineps. 'A copy of the approval from the Attorney General`s Office dated July 17, 2003 Is on file at the North Andover Planning Department, as well as the Declaration of Protective Covenants, Conditions and Restrictions recorded at the Essex North Registry of Daeds an Book 7920, (" Page 332. 2. The use As developed will not adversely affect the neighborhood as a sufficient buffer has been provided. All plantings and screening doptcied on the epprovW plans ' referenced herelb,shall remain in WpOpit r over the tire of the pro]eat. a of p Extensive landscaping Maas been provided - around the frontage of Turnpike Street - The landscaping has been placed so as to allow the existing stone wall to remain, as well'as to accommodate 4 proposod stone.wall entry features that are consistent with the existing stone wall and In acoordance with the landscaping and site plans referanoed to Condition 025, aid .A-M There will be 27 Oetober•Glory Red Maple Shade Trees 3.5-4"In caliper,88 well as 1 SwOotgum Shade Trace 3.5-4"In caliper, 1 2, Omamerrtpl„TrY►esc The ornamantal trees Include 11 thornless cookspur ` hawthorn omememal lrees,8-10' In height, B clump nhadbiow servicaberry trees i 9-1Q'In height and 8 clump koilsa dogwood trees Wio'its height. 8. There will be 3 Austrian Pine Trees.S-V In height. 4. 6hp—AkM Finally, a large amount of shrubbery'has been dispersed between the shade, ornamental and conifer trees that Includes 72 hick's yew 24-30" in height, 84 sha rnrock inkberry shrubs 24-30' fro height, and 32 anthony waterer spkaea 18-24"In height. b. 81wagmial Abuttlrja'Prgnertw Special care has been takers to carefully screen all residential abutting property directly adjacent to the propvsad development. i. Specifically,kuidecaping adjacent to the r+esidemial property,MUS 24. Parcels 18 and,19 contain a buffer of 7 white pine tra45, 7.8` in height, as well as 19 white pine trees, 10-12' In height, In addition, there will be 3 clump shadblow { servloeberry trees 10-12'in height, Norway Spruce trees 10.12'In height,and 10 Austrian Pins trees 54 in height, in sum providing a very effwlve visual buffer 1 t l/U41 Lba4 l a:01 bVJU'J4U l JJ UtbILIN rAM nti i from the proposed devobpment, 2. Landscaping and screening are also provided adjacent to the residential property known as jyap 27, Paired 21 to also ensure proper screening and buttering. In this location, 7 white pine trees,7.9'In height are provided,as well as 14 Norway Spruce trees "' In height. In addition, 3 Austrian Pine Trees, 54 In height as well as 2 sweetgum shade trees 3.5.4'In height will ber placed in this landscaped buffer. 3. Landscaping and screening mire provided adjacent to the residential property located to the rear of the site in Andover, Massachusetts, known as Man 1, ,Lol 3 on the Andover Assessors map. Along this property line, a minimum of 40 Eastorn.Red Cedars, 5-8' in height, 14 White Spruce, 5-0 In height and 1 White Pine; 1a-12' In -height will be provided for a landscaped buffer In addition to retaining walls. c. P : There Is also adequate landscaping provided around the perimeter of the existing Northmark Bank Property so that the landscaping provides a level bf distinction between the two developments but Is consistent with existing vegetation that will remain. The landscaping proposed as part of this development Is listed below.- 14 Shade Tree9: There will be 11 October Glory Red Maple Shade Trees 3.6-41 in caliper,as wall as 4 Lktieleal Linden Shade Trees 3.6.0 in caliper. 2. OrhammW Times: The ornamental trees Include 9 Clump Shadbknv Servic,oberry oroamer at trees to-12' In freight, and 5 Heritage Rivar Birch ornamental trees 12A4'In Wahl, 3. CanHfers: There will be 8 Austrian PIr9e Trees!, 64 In height, 7 Austrian Pine 'gees 10-12'in height, 18 Norway Spruce trees 6-8'in height,4 White Pine trees 10-12'in height,and 17 White Pine Trees 7-8'In height. t ' 4, �. Ftnafiy, a large amount of shrubbery has been dispersed between the shade, Ornamental and conifer trees that inuludes 12 Cardinal Red Twig Dogwood shrubs 2-3' In height, 40 Flosebay Rhododendron shrubs 2-2.6' in height and 4 Hick's Yew shrubs,2-3'In height, 3. There will be no nuisance or serious hazard to vehicies'or pedestrians. The traffic data has been reviewed by the town's traffic consultant, VAIL The appftant has provided three acoess/egress drives to the site; the traffic digital,the right-in driveway at the"left"end of the site, and the right-in driveway closest to Peters Street. The appliew will also be providing the following traffic mitigation, a. The applicant will also provide for an Interco nneciloWcoordinatIon system lighting at the following inter'seotions, ' Waverly Road/Cotuit Strae4, Eagtewood Shops/Eegle Tribune; Meters Street, Andover Street. b- Widen Route 114 Along the prajeut site fronta" between the proposed Eaglewood Shops driveway and the Eagle Tribune driveway to provide an exclusive right-tum lane Into the proposed Eaglewood Shops eke. c. Install a full-actuated traffic signal at they intersection o1 Route It 4 and Eaglewood Shope. d, Provids Opticom emergency-vehicle pre-emption equipment where required within the proposed four-signal system along Route 114; e. Widen Route 114 within the existing state highway layout by five-feet or loss to provide an exclusive left-tram lane into the proposed Eaglewood Shops she, 4. The landscaping approved as a part of this plan meets the requirements of Section 8.4 as amended by the Planning Board, of the North Andover Zoning Bylaw. a4was iFindl"O#2 for i ffutther detail on the llmd000ping plan; 2 11/84/2004 10:57 6038930733 Mf DESIGN PAGE 09 , 5. The site drainage system is designed In accordance with the Town Bylaw requirements and i has been reviewed and approved by the Outside Consulting Engineer, MHF Osslgn. B. The applicam has met the requirements of the Town for Site Plan Review as stated In somion 8.3 of the zoning Bylaw. 7. Adequate and appropriate facilities will be provided for the proper operation of the proposed use. The pro)ea will provide for municipal water, sewer and utilities on the property to adequately address the needs'4f the prated. Furthermore, the design of the retail facilities contain design characteristics that era present in traditional town centers, and nearby commercial projects in North Andover. The storefronts and side facades contain numerous pedestfian soled elements including canopies, brick and stone pilasters, stone bases, sf #er display windows and vertical separations, creating an aesthetically pleasing retail project. The pro)aot also contains tasteful lighting with banners throughout to 'enhance the pedestrian village feel of the project. Finally the Planning Board finds that this project gmerally complies with the Tmn of North Andover Zoning Bylaw requirements as listed in Section 9.35 but requires conditions In order to be-ftilty in oomplianee. The Planning Board hereby grants an approval to the applicant provided the following conditions are mat: SPECIAL CONDITIONS: 1. Environmental Monitor. The applicant shall designate an independeJdu ironmental Monitor who shall be choodn in consuttaWn-with the Planning Department. - Thironmental Monitor rtWat be eve#lebit upon four(4)hours' notice to inspect the site with thening icard designated official. The Warne and phone number of the Environmental Monitor by provided to the Plannlraq Department In the event that this person has to be contadue to an emergency at the site, during any �4hour period, including weekends. ThironmentalMonitor shall make weekly Inspections of the project and file monthly.reportse PlanningBoard throughout tht egnstructlon and for as brig as the ground remains unsta within 100feet of wetland resource areas. The monthly reports shall detall areas of non- liance; and.lWude actions nerassary to resolve these issues, One particular area of cowill be theconstruction of the detention pond and retaining wails throughout the ske. Separports mustbe provided relative to the construction of the retaining wall and the detention po addition'to .the regular mporta to be given fas outlined above. The dsaignated monhor may not be applicant and/or developer. The designated monitor may submit duplicate reports rut those submitted to the Consarvatlon Department so long as they address the requirements above and the ' inspections are conducted on a weekly basis and a monthly report Is filed with the Planning Department, Tho Envirooniontal Mordlor mutt oversee any emergency placement of sedimentation controls and regular Inspection or replacement of sedimentation control devices and assume res"Ibility for their maintenance on a weekly basis. The Environmental Monitpr VAI be required-ta Inspect all such .devices and oversee cleaning and the proper disposal of waste r products. Cleaning shall include removal of any entrapped silt. The Environmental Monitor must be present on site during•dewatering activiliss conducted within proximity to wetland resource' areas. In additlon, all wets" resource areas must be visually inspected for siltation, turbidity, and/or other welter quality Impacts. The Environmental Monitor must visually inspect all graded slopes for stability, r 2. Construction Monitor. The appAoant shall designate an independent Construotion Monitor who snail be chosen In consultation with they Planning Department, The Construction Monitor must be available upon four(4) hours'notloo to Inspect the ahe with the Planning Board r designated dfflciat. The Construction Monitor shall makei weekly inspections of the project and file monthly reports to the Planning Board throughout the duration of the project. The monthly 3 11/04/2004 10:57 603B930733 Mf DESIGN VAUL Air reports shall detail area of non-compliance, if any and actions taken 10 resolve These issues_ t The designated monitor may not be the applicant and/or ddveloper. The designated monitor may not be appl'rcard and/or developer. The weekly Inspections and monthly reports provided to the Planning Department shall include the following: a) site clearing; b) erosion control; c) drainage and detention structures; d) on-she water and sewer utliifles; e) parking spaces and related pavement; 1) curb cuts; g) retalning walla; h) site screening,landscaping and street trees; i) sits restoration; j) finale age cleanup. 3. Prior to the endorsement of the plans by the Planning Board, the applicant must comply with the following conditions; a) The final plan must be reviewed and approved by the North Andover Department of public Works, the town's outakle engineering oonsukArd. the Town Planner, and must be subsequently endorsed by the Planning Board. The plans and/or addhiona,l dank must be revised and provided to MHF so as to address items 03 And#4 of MHF's memorandum dated December 12,200& The applicant,its ompl aymm and all suoosssore and sssigns must also submit revised plans wtrlch will accommodate a pedestrian connection bet%ison the project and the property referred to as Map 1, t..ert 3,in Andover, MA. If In the event the two parties come to a mutual agreement then the connection be provided, the pedestrian connection shall be built by the appli aant, Its employs" and all succimoDm and assigns as depleted on the revised plans. The final plane must be submitted for review within ninety days of filing the declalon with the Town Cler& b) A site opentngferosion control bond shell tie posted (per agreement with the North, Andover Planning Board)in tha teats/amount of twenty thoPeand($20,000.OD)dollars for , the purpose of covering any Contingencies that might affect the public wrohaie such as site-opening, clearing, erosion control and performance of any other condition contained herein. The Guarentse shall be In the form of a check made payable to the Town of North Andover escrow account. a e) All site plan application and escrow fees mast be paid in full and verified by the Town Planner, 4. Prior to the start of watrue fen: a) A pre-construction meeting shall' be hold with the applicant, Community Development Ulrector, Town Planner. Director of Engineering from the Department of Public Works, and the designated Environmental Monitor and Construction Monitor as listed In Conditions #1 and 112. The purpose of this meeting will be to review the phasing of the development and for the applicant to submit a construction schedule shall be submitted to all at the pre-conatructlon meeting for the purpose of tracking the construction and Informing the public of anticlpated activities on the she. The applicant will also disouas the traffic mitigation and any possible road closures and/or traffic mitigation which may occur as a result of the installation. b) During construction, the site must lea kept dean and swept regularly throughout f the construction process. gust mitigation, dewatering and roadway cleaning 4 II/UQ/[19bq lu:DI bUJUJJUtJi M+ LJtbllaN F'AGt 11 I must be performed wesKly, or more frequently as dictated by site and weather Conditions and as directed by the Town Planner. c) The developer must deposit funds to pay for the Town's Outside Engineering Consultant to perform inspectional service$ for the construction of this project. inspectionaf services will Include but are not limited to the following! installation of on site sower, water and drainage facilities, fill material installation, pavement, curbing MA sidewalk installation, etc. The estimate of,the cost of aomstruc*m Inspectional services will be calculated by the Town's Outside Engineering Consultant upon receipt of final endorsed site plans and other necessary oonotNetion documents and the final oast shall be set by mutual agreement of the Town's Outskfe Engineering Consultant and the developer. in the absence of mutual a rsemerrtr the t!Ianning rd e I sat the final cost. d) A oonatrwion schedule shall be submitted to the Planning SUfi for the purpose of tracking the construction end informing the public of anticipated activities on the site. e) It shall bs the responsibility of the developer to assure that no erosion on the site shell occur which will cause deposition of soil or sediment upon adjacerd properties or public ways, except as normally ancillary to off-sits sewer or other o"Ite. construction. Off-site erosion will be a basis for the Planning Board malting a finding that the project is not In compliance with the plan; provided, however,that the Planning Board shall give the developer written notice of any such finding and ten days to curs geld condition. t} Yellow"Caution"tape must be placed along the limit of Wearing and grading as l " shown on the plan, The Town's Outside Bnginbaring Consultant must be .conttacted prior to any cutting and or clearing on site. g} A Performance Guarantee In an amount to be determined by the Town'9 Outside Engineering Consultant, shall be postsd to ensure completion of the work in accordance with the Plans approved as part of this conditional approval. The bond must be In the torah acceptable to the North Andov©r Planning Board. Items cowered by the Bond may Inchrde.but shall not be limited to: I) as-bullt drawings; 11) on-site sewers and utiiitles; Ill) qurb cuts and parking sp*o"; lu) lot and site erosion control; v) she screening and street trees; vQ drainage facilities; vil)Me restoration; AQ final site ckenup. h) ea a v e the Planning Board with copies.of permits, plans a decisions received front•all other town boards, commissions or departments, In addttion to reaaipt of these plan$, the applicant shall supply the Town Planner with a letter oullining any and.all revisions resulting from wild permits, plans and decisions received from other town boards, commissions and departments that differ from the approved plans referenced in C.j� Ion_24. Q Building permits must be obtained for retalning walls over 4' high on u'nbahmed fill. f 11/04/2004 10:57 6038930733 Mf DE5IM rKur: it 4 6. Prior to FORM U vwifiaation(Building P& mlt Issuance). a) The Planning Board must endorse the final site plan mylars and three (3) copies of the signed plans must be delivered to the Planning Department. b) One certified copy of the recorded decision must be submitted to the'f lanning Department. c) Theo applicant shall adhere to the following requirements of the North Andover Fire Department and the North Andover Building Department 1) All struatunts must oanta)n a commercial fire sprinkler system. The plans and hydraulic calculations tot each commercial system shall be submitted for review and approval by the North Andover Fire Department, Plans and hydraulic calculations for each commercial system must also be.supplied to the Buitding Department d) The applicants, its employees,suocessom or assigns,shall be obligated to become a participating member of the Merrimack Valley Transportation Management Association (MVTMA), subject to payment'of all dues and other obiigations of membership. The applicants, its employees, successors or assigns, shall remain a member as long as the project -is In existence and shall be required to file a declaration stating such membership Is currant on or before �lanpary 16 annually, The applicants, Its employees, successors or assigns shall sd6mil a copy of this declaration to the Planning.Departmeni, Information regarding the MV r MA can be obialriod from the Planning Department. if they applicants,its employees sucoessors �,.. er assigns are required to comply with s substantial Increase In the fees charged by the MVTMA, or any other unforeseen oompliaations relative to their required merriNrohip In the MVTMA, the applicants, he employees, successors or assigns tltr shall raest a hearing before the Planning Board. The Planning Board shall then dstsrmtrre whether or not such required membership In the MVTMA shall condrius. B) An es-lwlh plan must be submitted to the lli 13W of Public Works for review and approval prior to acceptance of the sewer appurtenaAcos for use. 1) The applicant icy required to pay sewer Mitigation fees at the Dolmirtment of Public Works. Proof of payment must be supplied to the Planning Department. 6. prior to verifk*Uon of the Certificate of Mcupsrncy: a) Thp applicant must submit rt Ietter from the architect and engineer of the project stating that the building, signs, landscaping, lighting and ske taydut substantially comply with the plans retarenc.0 at the end of this decision as engonxed by the Planning Board. b) The Planning Staff shall approve all artfficW lighting used to illuminate the s4a, All lighting shall be built In'accordance with the dond montatkm provided or similar products with exact specifications ae listed below: i. B6rmeye3r Architecture& Interiors,Parking Lights D.1, Blade Sign CA and 0.2; 2. Sun Valley Ughling, Jab/Project Information, Eaglewood Shops, North Andover, MA; 3. Bun Valley Lighting, Luminalre Accessories; 4. USA Architectural Lighting,A6-1, AS-2, lit, • Signage and Lighting Key Plan, Eagfewood Straps, Sarmeyer Architecture & t Interiors,Sheet A-02. 6 11/04/2004 10:57 6038930733 M-F DESIGN PAGE 13 6. Photumetrics, Shaet A%'Bermeyer Architecture&Interiors dated 11126/03 I`^ All lighting shell have underground wiring and shall be so arranged that all direct rays from such lighting falls entirely within the site and shall be shielded or recessed so as not to shine upon abutting properties or st(eets. The Planhing Staff shall review the site. Any changes to the approved lighting plan as may be reasonably required by the Planning Staff shall be made at the owner's expense.All site fighting shall pravkie security for the site and structures;however it must not create any glare or project any light onto-adjacent residential properties. c) The commercial fire sprink* systems must tee Installed in accordance with referenced standard NFPA 13D and In accordance with Teo CMR, Chapter 9 of the Massachusetts State Building Code. Certification that 'the systems have been Installed property in atocordanoe with the airave referenced regulations must be provided from both the North Andover Fine Dapanmant a od the North Andover Building Department to the oppficard. The appiicant must then provide this certification to the North Andover Planning Department, d) Any and all signage plans for the slls which have been provided to the Planning Board during the site plan review process were pressmed for the materials of the sgnage only, Any signhge,plans must conform to Section 6,Signage and Outdoor L Vdlr g Regulations of the Town of North Andover Zoning 13ytaw and must be approved by the Building Department- In no way is the appiicaart to construe that the Planning Board has reviewed and approved the Signage plans for Zoning Compliance as that Is the Jurisdiction of the Building Department All additional permits must be obtained by the applicant prior to c"rubtlon. Signage plains provkled to the Planning Board are Included in the plans listed.below: Plan Titled; Floor Plans, Roof Plans, Signage & Lighting Key Plan, Photometrion, Elevations,Building Sections,Signage, Retaii02- N9 6, Restaurant Above Buildings, retail 01 Building, Retail 3 i Elevations, Street View Petafwtive, Sidewalk View Perspective, Stapf"'Perspective, Aries Perspective, Storefront Sections and Details,Tenant Design Criteria for Eaglewood Shops Prepared For: FAgiewood Shops,North Andover Prepared By. Bersmeyer Architecture and Interiors Scale: 1"-40' Date: 11/96103 sheets: At,At A,A02,A$,A4,A5,ASA,A58,A6,A7,A9,ABA,AB9, A8C,A9,A10 e) The applicant must supply a copy of the approved Massechusetta Highway Department permits necessary for access and construction of the she to the Planning Department. Failure to obtain all the necessary Massadhusetts Highway department permits for construction and Access to the site, in strict accordance with the approved plans, will result in dental of an 000upancy permit for any and all buildings depicted in the plans referenced herein. in the event the Massachusetts Highway Departr>'mont requires a change in the access/egress other than what was approved In the Chapter 81 Findings, the applicant may submit revised plans as referenced in Condition 22 contafnod herein. N the Initial applicant, or subsequent owners, successors or assigns, in the Course of continued.business operation, wish to open a reataurant(s)that exceeds the 9,000 0. referenced in the approved plans as noted in Condition 24, the applicant must, prior to allowing such reataurani(s) to open for business, submit revised plans to the North Andover Planning Hoard and North Andover Building Commissioner, demonstrating that adequate additional parking exists on the site as defined In Section 8.1 of the Town of North Andover Zoning Bylaw. If the Town Planner deems these revlsloh to be substantial 7 11/04/2004 10:57 6038930733 MHF DE51UN rmaac. A l _ at; defined in Section 0.3.8, the applicant must submit revised plans to the Planning ! Board for approval, 7. 1Pdor to the&at release of securtty: a) The Planning Staff shall review the site, Any screening as may be reasonably required by the Planning 81aff will be added at the applicants expense. After the detention pond is completed, the Town Planner will review the site and any screening as may be reasonably required by the Town Planner will be added at the Wilcanrs expense. b) A final as-built plan showirig final topogtaphy,the Ioastlon of all on-Site utilities, structures, Curb cuts, paddng spaces and drainage tacgitles must be. submitted to and tgviewad t y the Planning Staff and " Division of Public Works. a. Airy stockpiling of materials (dirt, wood, c matructlon material, et.) must be shown on e plan and reviewed and approved by the Planning Staff. Any approved piles must remain Coverod at all times to minimize any dust problems that may occur with adjacent properties. Any atock piles to remain for longer than one week must be Fenced off with siltation fence and covered, 0. In an effort to reduce noise lavais. Ow applicant shell keep in dpfimurh working order, through nagular maintenance,any and all equiprnent that shall emanate sounds from the structures or site. 10, AN the work and ememst construction activity shall be limited 10 between 7.00 e.m. and 7:DD p.m.Monday IhroUgh Friday and between 8:00 a.rfi.and SOD p.m, on Saturday, ii. Ar►y plants, trees or shrubs that have been Incorporated Into,the Landscape Plan approved in this dedsim that the within,two years from the date of planting shall be replaced by the owner. All plantings and screening depicted on the approved plans shall remain In perpetuity over the life of the project. Reasonable subatitutions may be allowed as determined by the Town Planner, but size and coverage must be maintained throughout the duration of the proj661. 12. she Contractor shall contact DIg Safe at toast 72 hours prior to commencing any excavation. 1S.- Gas. Telephone. Cable and Eledtdc utilities ahaV be installed underground as specified by the respective utlilty companies. 14, No open burning shall be idone except as Is permitted during burning season under the Flra Department regulations. 15. No underground fuel storage *hall be installed except as mt#y be allowed by Town Regulations. 16. The previsions of this conditional approval shall apply to and be binding upon the applicant, Its employ*"and all successors and assigns In interest or control, 17. All blasting shall be in complete compliance with regulations end procedures required by the North Andover Fire Department. The applicant shell offer o pro-blast survey to any structure within t OW of blast site. 8 11/04/2004 10:57 6038930733 M F DESIGN PAGE 16 Perspeotive, Storefront Seatiar* and l3eWile, Tenant Design Criteria for i Eagiewood Shops Prepared For. Eaglewood Shops, North Andover Prepared Sr. Be:rgmeyer Anohftecture and Interiors Sca16: 10-M Date: 11/28/03 Sheets: Al,Al A,A02,A3,Ad,A5,A5A,A59,A6,A7,A8.ABA.ABB,A80,A8, A10 Report Titfod: Drainage and Stormwater Quality Report Prepared For: Eaglewood Shops Befall M wlop ont Dated: $epternber 2003, revised dataher 2003, revised 11t28/63 Prepared By: Vanasse Hangen Sn►stlin,Inc. tRWrt Titled: Expanded Environmental Notification Form Prepared For Eergltwoad Shope Prepared By: Vanasse.Hanpan Snistlin,inc, Dated: May 15,2008,revised 1(V2S/09, 11/26/03 Report Titled: Slrrgte Environmentat Impact Report Prepared For: Eglewootf Shops Prepared By: VanasSe Hwnpen Brustlin, Inc. Dated: September 15.2003 Memorandum Prepared For Heidi Griffin Prepared By: Kad Dubay,MHF Design dated: December 12,2003 cc: Applicant ' �ngtr+Mr File t 10 11/ed/2004 10:57 6038930733 Mf DESIGN rraar �a 1s. All snow storage is.to be removed from the site arid no snow shall bs dumped into the detention basin or adjacent to the wetland. AU snow storage that is stockpiled, temporarily shall be located in the temporary snow stockpile areas denoted on the plan dated October 2003, Figure 6-1. Snow Storage and Removal Plan designed by VH13. Snow storage shall not result in the loss of parking spaces except during prompt removal operdtions. 19. All shpppinq carts shall be placed in a covered location as indicated.on the site plans. Tenants shall use diligent efforts to retrieve Its shopping carts from the common areas and return them to the area designated on the rite pianS. Tenants further agree to use reasonable'effmis to prevent the use of its shopping carts in the center from interfering with the Eaglewrood Shops and the use of the parking lot. 20. Truck deliveries for goods and mewhandlse shall occur only between the hours of B a.m. and 11 p.m.seven days a week. 21. The reserve parking, and parking area is depicted on Sheet 011. ,If the Town Planner deems that post constnidon traftio and parking conditions warrant hddltionsl parking,the Town Planner will require the applicant to appear in front of the Planning Beard, The appllcant will then make a presentation as to how many parking spaces are being utilized and the Planning hoard shall evaluate this date and determine the.need for the applioard to construct the reserve parking area. "the Planning Board determines construction of the reserve parking area is warranted, the applicant shall construct the parking as depicted on Sheet 011. Failure to construct the reserve parking area as depicted on Sheet 01141 result in revocation of certificates of occupancies for any and AN buildings referenced In Condition#24 ( 22. The Planning Board expects that the project will be built In aceoi+dance with the herein referenced plans and specifications and in full accordance with the design elements and features displayed and discussed during the Public Hearings. Any revisions shall be submitted to the Town Planner for review in accordance with Section 8.3.8 of the zoning Bylaw. If the Town Planner In his/her sole dlsoreiion deems these reviskms to be substantial as defined In Section 8.3.8, the applicant must submit revised plans to•the Planning Board for approval 23. This Special Permit approval shall be deemed to have lapsed after februa .-G- (two years from the date permit granted) unless substantial use or construction has commenced Substantial use or construction will be determined by a majority vote of the Planning board. 24. The fallowing Information shall be dawned part of the decision: Man Titled: Eaglewood Shops,Tumpike Street(Route 114) North'Andover,MA Prepared For. Eaglewood Properties,LLC P.O. Box 337 'Topstield,MA olses Prepared By: Vanasse,Hangen Bruatiln, Ino. Scale: 1-40' Date, September 19,2003, revised 11/W03, 12/29/03 Sheets- C-0, C-1,C-2,C-3,C-3A,C-313,C-SC,C-4-C-13,SV-1 Plan Titled: Floor Plans, Roof Plans, aignage & Lighting Key lien, Photomatrics, Elevations, Building Sectlons, SIgnatle, Retall#2-03 & Restaurant Above Buildings. Retail rrf Building, Hotail .3 Elevations, street View i Perspective, Sidewalk Vlew Perspective, Staples Perspective, Arlel 9 , 3 11/04/2004 10:57 6038930733 MhF DESIGN PAGE 17 ow = a= M#F Design Consultant&,inc. CLASS =HOMY MATE SCIMPULUE CLASSIRCAT,I[ON HOURLY RATE Expert Witness $ 150.00 Principal Fn&eer,P.B. $ 110.00 Sr.Project Manager,FIX. $ 100.00 Project Manager $ 80.00 Sr.Engineers P.E. 5 78.00 Sr.ft&eer S 75.00 Engineer , $ 65.00 Sr.Land Planner $ 68.00 Land Plarmer $ 55.00 Fcnannit Expediter $ 50.00 Sr. Landscape Axchiteot $ 75.00 Sr.CADi)Technician $ 75.00 Sr.CADD Designer S 65.00 CADD Designer $ 55.00 CADD Drier $ 45.00 Sr. Surveyor,L.L.S. $ 90,00 Surveyor $ 58.00 Sr.Teoluaielan S 60.00 Technician $ 45.00 3-Man Survey Crew $ 130.00 2-Man Survey Crew $ 100.00 Ward Processor/Clerical S 40.00 RF,1MMX5R$4Bi1.E EXPENSES Whiteprints S 2.501 sheet Velluru $7.00/sheet War $10.00/sheet Presentation Board $10.00/sheet Digital Scan $10.00/sheet Color Plot $ 4.00/shoot Travel $ .45/male Granite Eound $35.00/each Iron Pin S 4.00/each Hub Stake S 1.00/each Tail Stake $ 0.75/each Flat Stake S 0.50/each Other cost plus 10% TERMS CO 1T * Invoices will be subm6tted monthly based upon the work corrrpleted as estimated by us. * Paymo nt is due upon receipt of invoices. * Amounts wapaid after 30 days will bear interest at the Fate of 1.5 percent per month. If payment is not received within 30 days of the date of the invoice,MW has the right,in its sole disexetio n to suspend work and withhold in£ozmation until paymmt is made in full. In this event,contractual obligations we may have to perform by a given date shalt be void. * All costs of collection including reasonable attoroeVs fees expended to collect f"ds overdue shall be added to the invoice and be payable by you, " Rates era subject to change after December 31,2004, P Rzes HP Fax K1220xi Log for NORTH ANDOVER 9786889542 J Nov 19 2004 3:19pm Last Transaction Date Time Identification Durati n Pao ROW11 Nov 19 3:18prn Fax Sent 816038930733 0:02 0 Error 356* A communication error occurred during the fax transmission. If you're sending, try again and/or call to make sure the recipient's fax machine is ready to receive faxes. If you're receivin contact the initiator and ask them to send the document again. i ^ 1 AFTER RECORDING RETURN TO: BK 9215 PG 291 Staples,Inc. Attention: Real Estate Legal Department 500 Staples Drive P.O.Box 9271 Trarrtingham,MA 01701-9271 IYYEMS2gA I}�,,; ., LT+1'ASF NOTICE is hereby given of the following described lease, as the same may be hereafter amended (the"Lease'), for the purpose of recording the same and giving notice of the existence of said Lease. All references to "Exhibits" in this Memorandum of Lease refer to Exhibits attached to the Lease. The provisions hereof do not necessarily reflect amendments and modifications to the Lease after the date hereof. Landlord hereby leases to Tenant the Premises and certain rights to the Common Facilities for the Term,all in accordance with the following terms and conditions and those other terms and conditions contained in the Lease described below, which terms and conditions are hereby incoxporated herein as if set forth in full, PROPERTY ADDRESS: Eaglewood Shops Turnpike Street North Andover, MA 01845 LANDLORD: Eaglewood Properties,LLC, a Massachusetts limited liability company 19 Bear Hill Road Boxford,MA 01921 TENANT: Staples the Office Superstore East, Inc., a Delaware corporation C 500 Staples Drive 0 P.O. Box 9271 Framingham,MA 01701-9271 Ref: North Andover,MA DATE OF EXECUTION ' OF LEASE: 2004, , PREMISES: Approximately 20,533 square feet of space which is designated as "PREMISES" on Exhibit A attached to the Lease (the "Premises") together with rights in Common GSDaCS-1399OW1 0=1120041:16 PM Facilities. A legal description of the property of which the Premises and Common Facilities are a part is attached hereto as Schedule I. TERM: -15 Lease 'Years, commencing on tho Commencement Date unless the Term shall be earlier terminated or extended as defined in the Lease. COMMENCEMENT . DATE: As set forth in Section 3.1 of the Lease. OPTION(S)TO EXTEND: 3 options to extend the Term for 5 years each. RESTRICTIONS: Section 2.3. Common Facilities. Landlord grants to Tenant, its employees and invitees, in common only with other tenants and their business invitees, the non-exclusive right and easement to use all of the sidewalks, driveways, parking areas, alleys, service areas including loading and unloading facilities (other than the loading area, if any, which is designed for use with the Premises or other premises within the Center), Center signs (with Tenant's rights to same being governed under Section 6.7 hereof), landscaping, if any, -septic systems,, cesspools and other facilities of the Center designed for use by all occupants of the Center (the "Common Facilities'). Landlord grants to Tenant the exclusive right to use that portion of the service area, including loading areas, designed for use with the Premises and the right to use the sidewalks in front of the Premises for the storage of shopping carts (provided the same do not unreasonably interfere with pedestrian traffic on such sidewalks, Tenant periodically retrieves such carts from the parking areas as reasonably necessary, and Tenant indemnities Landlord for all costs.,' claims and liabilities arising out of the use and storage of such carts). Landlord agrees to: (a) allow uninterrupted use of the Common Facilities, and unobstructed pedestrian and vehicular access to the Common Facilities from other areas of the Center and from Salem (Route 114) Turnpike, and from other public ways (including all means of ingress and egress shown on Exhibit A,), at all times except during.reasonable periods of time required to provide necessary maintenance or repairs or to 2 GSaOCS-139MO.-1 09l01120041:16 PM r , prevent public dedication (which periods Landlord shall give advanced notice of and use best efforts to minimize); provided, however, that (i) Landlord shall use best efforts to diligently pursue obtaining permits from Massachusetts Highway so that the Right Turn Entrance shown on Exhibit A shall also permit a right turn exit from the Center, and (ii)except in the event of emergency,Landlord shall not perform or allow other tenants in.the Center to perform any non-routine repair, maintenance or other work in the Common Facilities from August 1 through September 15 or from November 20 through January 7 of any Lease Year; (b) not(i)construct or allow any buildings, free- standing signs, kiosks or other structures within the Center other than as shown on Exhibit A, (ii)increase the height of any buildings in the Center above the height of the Premises for in-line buildings or above 18 feet (excluding architectural elements) for outpawel or pad site . buildings, (iii)except as expressly provided herein, construct or allow any signage or other improvement upon the exterior walls or roof serving the Premises, or (iv)modify the exterior of the Building from that shown on Exhibit E; (c) not otherwise materially change Tenant's Protected ,Area in any manner without the consent of Tenant; (d) not reduce the number of parking spaces serving the Center below a ratio of 4.4 spaces per 1000 square feet of Center leaseable area, or reduce the number of spaces' or change. the arrangement of parking spaces in Tenant's Protected Area designated on Exhibit A,or impose a parking fee; (e) require all occupants of the Center and their employees to park their automobiles in a portion of the parking area designated for such purpose located in the part of the Center least likely to be used by the customers of Tenant and other tenants and occupants of the Center, and prevent commuter parking in the parking area; and csnocs.13ne6-1 09101l20041:16 PM s (f) maintain a no solicitation policy within the Center. Tenant shall have the right,but not the obligation,to enforce such no solicitation policy against violators located anywhere within the Center and Tenant agrees to indemnify Landlord for all costs, claims and liabilities arising out of any such enforcement action taken bv T ant PROHIBZf'ED USES: c ron 5.2. Exc usive, Prohibited and Restricted Uses. Subject to Section 5.3 hereof, Landlord t at, other than the Premises: Section 5.2..1. Exclusive Use. No part of the Center,nor any property within one mile of the Center owned by Landlord or by an entity under common control with Landlord, shall be used for the sale, leasing or distribution of office or business equipment (including computers and telecommunications equipment), furniture or supplies for business or office (including home office) use, or the provision of business or office services (including copying, printing, telecommunications, packing, shipping and business equipment repair services) (collectively, the "Exclusive Goods and Services'). Landlord shall not advertise any other providers of the Exclusive Goods and Services within the Center or on any Center-specific internet web site, nor shall Landlord provide the general public with direct internet access (via link or otherwise) to any such other providers of the Exclusive Goods and j Services; and i Section 2. Prohibited Uses. o part of the Center shall be ur any rig: i ng, ea , exercise'or racquet club or spa, gymnasium,, bowling alley, jskating rink or other sports or recreational facility; (ii)school, library, reading room, or house of worship; (iii)movie theatre, gallery (except -as otherwise expressly set forth in Section 5.2.3), auditorium, meeting hall, hotel or motor inn, or any residential use; (iv) massage parlor, adult bookstore, a so-called "head" shop, off-track betting, gambling, gaming or check cashing facility; (v) car.wash, automobile repair work or automotive 'service or gas station, tire'store, automobile body shop, automobile, boat, trailer or truck leasing or sales, or Laundromat; (vi)tavern -4- GSODCS-1399t)95-'! 00101/4*4 1:18 PM ( ' l BK 921.5 PG 295 or bar (except incidental to a restaurant not otherwise prohibited herein), amusement park, 'carnival, banquet facility, dance hall, disco, nightclub, or other entertainment facility including video game, virtual reality or laser tag room or facility, pool hall, arcade, indoor children's recreational facility, or other amusement.center; (vii) any manufacturing, warehouse or office use (except incidental to a retail operation); (viii) funeral parlor, animal raising or storage (except incidental to a full-line retail pet supply operation), pawn shop, flea market or swap meet, junk yard; (ix) drilling for and/or removal of subsurface substances, dumping, disposal, incineration or reduction of garbage or refuse, other than in enclosed receptacles intended for such purposes; (x) auction, fire, bankruptcy' "lost our lease" or "going out business" sales; (xi)deliveries before 6:00 a.m. or after 11:00 p,m, if required by the site plan approval permit; or (xii) any use which constitutes a public or private nuisance or produces objectionable noise or vibration; and Section 5.2.3. Restricted Uses. No part of the Center (i)located in Area B shown on Exhibit A,shall be used for a restaurant(other than a.Starbucks or a similar coffee type use not exceeding 3,000 square feet) or any other use which would place an undue burden on parking, and/or(ii) within 340 feet from the Premises, shall be used for a gallery and in no event shall any gallery exceed 3,000 square feet. Section 5.3 Covenants in General The covenants set forth in Section 5, s al run wi a land comprising the Center for the Term of this Lease. In the event of a breach of any such covenants, Tenant shall be entitled to injunctive relief and any other appropriate remedy. Notwithstanding the foregoing, Section 5.2 shall not prohibit any tenant under a lease existing on the date of this Lease from using space occupied by it for any use permitted under such tenant's lease as of the date hereof, nor prohibit any future tenant from selling, leasing, distributing or providing the Exclusive Goods and Services incidental to such tenant's primary business in no more than an aggregate of 5% of such tenant's sales floor area. GSbOC3-19906D3-i 0010112004 1:le PM BK 9215 Pia 296 LANDLOMIS TITLE: Deed recorded with the in Book Page EXECUTED as a sealed instrument as of the (-97')-day of , 2004. LANDLORD: TENANT: EAGLEWOOD PROPERTIES,LLC STAPLES THE OFFICE SUPERSTORE EAST,INC. BV: BY: ` Jo t6artolni Xts. xecutive Vice President-Real Estate GSDOCS•1399095-1 09101/2004 1:18 PM BK 9215 PG 297 ACKNOWLEDGMENTS: STATE , 2004 CO O Th afore the undersigned notary public, personally appeared nrovod tv me through atisfactory evidence of identification, which ere a the person whose name is signed on the precedin or attached docurnofit, and acknowledged to me that [he] [she] signed it voluntarily for its stated purpose, [as partaer for , a co oration] [as, -- for. ups,► orporation] [as attorney in fact for. ,the principa [as for , [a] [the] 1 SARA L.t.ESSE Notary PutNl Cammom+eatth Bete . My Co aelon�Mp v�en�r 12,sooVat Public mmission Expires: COMMONWEALTH OF MASSACHUSETTS) 2004 COUNTY OF MIDDLESEX) i Then appeared before me John K. Barton, a resident of Westborough, Massachusetts and Executive Vice President - Real Estate of Staples the Office Superstore East, Inc., and acknowledged that he signed and delivered the foregoing instrument on behalf of such corporation, pursuant to authority given by its Board o ' actors, as his free act and deed and as the free and act and deed of such corporation. IIf4 aLLARp 'y.,, Name: `,,'� y,�"acoi�t`''•* ••'�� Notary Public My Commission Expires: GSDOCS439 086.1 001011200.41,10 PM r , BK 9215 PG 298 SCHEDULEI Legal Description C�SD(}GS•139g498.1 09/01/2004 1.10 PM Legal Descripttoh of Center 127 Turnpike Road,North Andover,Massachusetts 01845 ar elI The land in North .Andover shown on plan entitled "Subdivision Plan of Laud in Andover, Massachusetts recorded in September 24, 1998 at Essex North District Registry of Deeds as Plan No. 13322. p "ell (57 Turnpike Street,North Andover,Massachusetts) Lot 13 on Plan entitled"Plan of Land in North Andover, Massachusetts owned by Joseph F. Kelly," dated April 20, 1955, recorded at Essex North District Registry of Deeds as Plan No. 3001, reel ILI (127 Turnpike Street,North Andover,Massachusetts) Lot B on Plan entitled "Plan of Land in Andover and North Andover, Massachusetts owned by Daniel J. and Kathleen B. Connelly;' dated March 1966, recorded at Essex North District Registry of Deeds As Plan No. 5465. B.1 GBOOCS-1330206 4 OW1 2J2004 10:46 AM i.A)IVAl�l�U COMMONWEALTH OF MASSACHUSETTS ESSEX, ss TRIAL COURT LAND COURT DEPT. MISC. C.A. 0? / 7053 COACHMAN DEVELOPMENT, h,_e ,� .,Fp _ LLC., r. Plaintiff ? v. EAGLEWOOD PROPERTIES, LLC., JOHN SIMONS, ALBERTO ANGLES, RICHARD NARDELLA, FELIPE SCHWARZ, GEORGE WHITE, JAMES PHINNEY, as they are members of the PLANNING BOARD OF THE TOWN OF NORTH ANDOVER Defendants COMPLAINT Nature of Case This action is an Appeal by the Plaintiff of a Decision Town of North Andover Planning Board that approved a Site Plan Review Special Permit. The Appeal comes pursuant to G.L. c. 40A § 17, PARTIES 1. Plaintiff Coachmen Development, LLC., ("Coachman") is a Limited Liability Company, duly organized and existing under the laws of the state of Michigan and 1 FANew-DoesTuite Homes of New England LL000-565.14 Marriott-Coachman's Ridge-No Andover Pianning BoardWomphaint SP.doc t it maintains its usual place of business at 257 Turnpike Street, Suite 200, Southborough, Worcester County, Massachusetts. 2. Defendant Eaglewood Properties, LLC., ("Eaglewood") is a Limited Liability Company duly organized and existing under the laws of Massachusetts, and it maintains a usual place of business at P.O. Box 337, Topsfield, Essex County, Massachusetts. 3. The Defendants John Simon, Alberto Angles, Richard Nardella, Felipe Schwarz, George White, James Phinney, are the members of the Town of North Andover Planning Board ("Board"), and all reside in North Andover, Essex County, Massachusetts, JURISDICTION 4, The Board is the special permit granting authority for the Town of North Andover. 5. The Court therefore has jurisdiction to review the Board's decision to approve the Site Plan Review Special Permit pursuant to the Massachusetts State Zoning Act, G,L. c. 40A, s. 17 ("Zoning Act"). FACTS 6. Eaglewood submitted an Application to the Town of North Andover for a Site Plan Review Special Permit for the construction of 77,500 square feet of retail space and restaurant space and associated utilities, grading, parking, landscaping, and stor>!nwater )management structures. 7. The Application concerned the premises Iocated in North Andover along Route 114, identified on the North Andover Assessor's Map 24, Parcels 16 and 17, and 2 FANew-DocsMilte Homes of New England LL000-565.14 Marriott-Coacitnian's Ridge-No Andover Plannuig BoarMomplaint SP.doc Map 27, Parcel 22, and it was filed on September 19, 2003 ("Eaglewood Property") 8. Coachman is the owner of certain premises zoned for residential purposes ("Coachman Property") that abuts the Eaglewood Property. 9. By a Decision filed with the Town Clerk on February 8, 2004 ("Decision"), the Board approved the Site Plan Review Special Permit with certain identified conditions. A true and accurate copy of the Decision is attached and incorporated herein as Exhibit 1. 10. The Decision failed to comply with Town of North Andover Zoning Bylaws, specifically, Bylaw 8,36. It. Bylaw 8.36 sets forth certain criteria to govern the Site PIan Review process. Notably, it provides in relevant part: a. The following criteria and design guidelines shall be used by the Planning Board in evaluating the site plan review and all information submitted as part of the application, i. General a) Conformance with appropriate provisions of the Zoning Bylaw. b) Protection of abutting properties from detrimental site characteristics. ii. Environmental 3 FANew-DocsWulte Hocnes of New England LL000-565.14 Marriott-Coachman's Ridge-No Andover Planning BoardlComphdnt SP.doo I a) Protection of unique or important, historic, or scenic features. b) Adequacy of proposed methods of refuse disposal. c) Ability ofproposed sewage disposal and water supply sytems within and adjacent to the site to serve the proposed use. d) Adequacy of proposed drainage system within and adjacent to the site to handle the increased runoff resulting from the development. e) Provision of adequate landscaping, including screening of adjacent residential uses,provision of street trees, landscape islands in the parking lot and a landscape buffer along the street frontage. #) Adequacy of the soil erosion plan and any plan for the protection of steep slopes, both during and after construction. g) Protection of adjacent properties by minimizing the intrusion of lighting, including parking lot and building exterior lighting. h) The proposed development must not present a demonstrable adverse impact on the surrounding area resulting f-om excessive noise, dust smoke, or vibration which are higher than levels now experienced from uses permitted in the surrounding area. 4 F:INcw-DocsTulte Homes of New England LL000-565,]d Marriott-Coachman's Ridge-No Andover Planning BoarMomplaint SPA= 12. The Decision failed to satisfy certain criteria set forth in Bylaw 8.36._Speeifically, the Decision was defective in that it: a. failed to protect the Coachman Property from detrimental site characteristics in violation of 8.36(i)(b); b. endorsed an inadequate method of refuse disposal in violation of 8.36(ii)(b) in that dumpsters for businesses situated on the Eaglewood Property will be situated right up against the Coachman Property boundary; C. approved an inadequate drainage system in violation of 8.36(ii)(d) as the implemented system provides for run off onto the Coachman Property; d. failed to provide adequate screening of the abutting residential property and commercial property in violation of 8.36(ii)(e); and, C. produces a demonstrable adverse impact on the Coachman Property in violation of 8.36(ii)(h) as a result of the excessive noise and vibration occasioned by commercial deliveries permitted on the Eaglewood Property everyday of the week between the hours of 6:00 a.m. and 11:00 a.m. 13. Given the foregoing, the Decision is legally untenable, unreasonable, whimsical, capricious, arbitrary, based on an error of law, and in violation of the Town of North Andover Zoning Bylaws, and the Massachusetts Zoning Act. 14, Coachman is aggrieved by the Decision given that its property abuts the Eaglewood Property. 5 F:1New-DocslPufte Homes of New England LLC100-565.14 Marriott-Coachman's Ridge-No Andover Phumbig Board\Cornplaint SP.doc 15. Coachman timely and duly commenced this appeal of the Decision and filed a notice of the same with the Town Clerk of North Andover as required by M.G.L. c. 40A § 17, WHEREFORE, the Plaintiff requests that this Court: A. Hear all pertinent evidence; B. Annul the Decision of the Board; C. Order the Board to conduct another Site Plan Review Special Permit; and D. Such other and further relief as is just and appropriate. Respectfully Submitted, Coachman Development, LLC, By its attorney, M Johnson, Esquire #252760 MLaKk'A M �Yli, Esquire B # 45$ L OFFICE OF MARK B. JOHNSON 12 Chestnut Street Andover, MA 01810 978.474.4488 February , 2004 6 FA1NeW-DOOPUICC Homes of New England LLC100-565.14 Marriott-Coachman's Ridge-No Andover Planning BoarMomplaint SP.doc i David A. Wylie Attorney 40 Court Street,Suite 700 Boston, Massachusetts 02108 Telephone: 617 720-2324 FAX:617 338-2662 E-mail:dwylte@socialaw.com Web site:www.lawyers,com/dwylie MAY May 14, 2004 NO! ,, �r)Vi Fi 1'l/1iViviivt::, 'ia1=iTML:N Mr. Ross Hamlin Eaglewood Properties,LLC PO Box 337 Topsfield, MA 01983 Dear Mr. Hamlin: I represent the Brothers of the Order of Hermits of St. Augustine, who last month purchased the residential property at I 1 l Peters Street,No, Andover. My clients have looked at the plans for the Eaglewood shopping mall with particular concern for the impact that the mall will have on their residents, My clients are pleased at the provision for trees and shrubs that will screen their yard from the rear of the mall. They note that some 10 to 12 foot white pines are included, but also that immediately behind their property will stand four L I A and one L2 lighting standards. According to the key on'the plans, L IA standards are 12 feet tall and L2 standards 25 feet tall. There is concern whether the planting will be tall enough to shield the yard and windows especially as to light emanated from the 25 foot standard, We understand that glare may not intrude onto residential properties. It would seem difficult to prevent glare from a 25 foot standard. Alse,of concern is the possibility of refuse containers immediately next to 111 Peter ,Street. 9 My clients look forward to working with mall representatives to ensure that the Town Planning Department's requirements for adherence to the requirements of the Zoning By Law are met. Please let me know if we can be of assistance. Very truly yours, DAVID A. WYLIE ms cc: Fr. William Garland Reverend Anthony P. Burrascano. O.S.A. Ms. Julie Parrino t t URBELIS&FIELDSTEEL, LLP 155 FEDERAL STREET WT BOSTON, MASSACHUSETTS 02110-1727 pLA1%j I il" THONIAS J.URBELIS Telephone 617-338-2200 Andover e-mail(ju@ufb.com Telecopier 617-338-0122 Telephone 978-475-4552 August 30, 2004 Planxiing Board North Andover Town Offices 27 Charles Street North Andover,MA 01845 RE: EAGLEWOOD SHOPPE SHOPPING CENTER ROUTE 114,NORTH ANDOVER, MA Dear Members of the Board: Enclosed please find a copy of a letter dated August 27, 2004 from Attorney Vincent Manzi, Jr. along with the referenced enclosures. Very truly yours, T11=a-S-Y.—4rb lis Enclosures TJ-U/Iah devvannWHAN ESCROW AGREENIENT Escrow Agreement made this 20th day of August, 2004, by and between Lawrence Eagle Tribune Realty Trust under declaration of trust dated April 28, 1966, recorded with the Essex North District Registry of Deeds in Book 1059, Page 446 ("Trust") of 100 Turnpike Street, North Andover, Massachusetts 01845, Eaglewood Properties, LLC. of Topsfieid, Massachusetts ("Eaglewood"), and Coachman's Development, LLC of 115 Flanders Road, Suite 170, Westborough, Massachusetts ("Coachman"); Vincent C. Manzi, Jr., Esquire of Manzi and McCann, 59 Jackson Street, Lawrence, Massachusetts 01840, and Mark B. Johnson, Esquire of the Law Offices of Mark B. Johnson, 12 Chestnut Street, Andover, Massachusetts 01810 (Attorneys Manzi and Johnson as hereinafter referred to as the "Escrow Agents"). WHEREAS, pursuant to Paragraph 3 of a Settlement Agreement, dated June 28, 2003 by and between the Trust, Eaglewood and Coachman (the"Agreement"), Eaglewood is required to perform certain work in accordance with Paragraphs 2 and 3 of the Agreement on or before October 31, 2004 (the "Work"); and WHEREAS, Paragraph 3 of the Agreement further provides (this explanation shall not be deemed to modify the provisions of paragraph 3 but to summarize said provisions for the purpose of this Agreement) that in the event Eaglewood fail to complete the Work by October 31, 2004, and such failure to complete was not the result of Coachman or any agents, servants, employees, or any third parties acting on Coachman's behalf or whom Coachman may in any manner control, or their successors and assigns (as used herein the term"Coachman or any agents, servants, employees, or any third party acting on Coachman's behalf or who Coachman may in any manner control, or their successors and assigns" shall not include any party that Eaglewood may retain who may also perform work for Coachman.) Coachman shall have the right to complete the Work and shall be entitled to twice the cost of completion, provided that Coachman has completed its work, as defined in the Agreement, on or before September 30, 2004; and WHEREAS, Paragraph 3 of the Agreement further provides that to ensure the completion of the Work and the landscape installation by October 31, 2004, Eaglewood shall provide Coachman with a$100,000.00 performance bond; (the"Bond"); and ''WHEREAS, due to unforeseen circumstances, the work has not been commenced and parties wish to extend the completion date for the Englewood Work to November 15, 2004, and for the Coachman work to October 15,2004; and WHEREAS, the Trust, Eaglewood and Coachman have agreed that in lieu of the Bond the Trust and Eaglewood shall escrow the sum of$100,000,00 to be held by the Escrow Agents pursuant to the terms and conditions of this Escrow Agreement to ensure that sufficient sums are available in the event and Eaglewood shall fail to complete the Work on or before November 15, 2004. WHEREAS, pursuant to Paragraph 6 of the Agreement, Coachman agreed to dismiss with prejudice its appeal of the special permit granted to the Trust and Eaglewood by the Town of /lam North Andover in the matter of Coachman Develol2ment, LLC v. Planning Board of North Andover, et at,, Land Court Misc. No, 297053. NOW THERE for and in consideration of One Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Expressly contingent upon (a) the Trust conveying to Eaglewood its property on the westerly side of Turnpike Street in North Andover, Massachusetts, and show as Plat 24, Parcels 16 and 17, and Plat 27, Parcel 22 on North Andover Assessor's Maps, containing 14,496 acres more or less (the "Property"), , and to ensure that sufficient sums are available in the event Eaglewood shall fail to complete the Work on or before November 15, 2004, the Trust and Eaglewood shall escrow the sum of$100,000.00 at the closing of Eaglewood's purchase of the Trust to be held by the Escrow Agents in an interest bearing account pursuant to the terms and conditions of this Agreement. 2. Upon the execution of this Agreement, Attorney Mark B. Johnson, as counsel for Coachman, shall execute and deliver to Attorney Vincent C. Manzi, Jr., as counsel for the Trust and Eaglewood, an original executed Stipulation of Dismissal with Prejudice in the matter of Coachman Development, LLC v. Planning Board of North Andover, et al„ Land Court Misc. No. 297053. Attorney Manzi shall hold the Stipulation in escrow until the Closing of the Trust's conveyance of the Property to Eaglewood and the funding of the $100,000.00 as set forth in Paragraph 1, above. In the event that the above has not occurred by October 1, 2004 then the Stipulation of Dismissal shall be returned to Attorney Mask B. Johnson. 3. Upon Eaglewood's completion the Work on or before November 15, 2004, and the certification of such completion by a licensed Iandscape architect, the Escrow Agents shall disburse to the Trust and Eaglewood the entire $100,000.00 and all interest earned thereon being held by the Escrow Agents pursuant to this Agreement. 4. If Eaglewood fails to complete the Work to November 15, 2004, and Coachman elects to complete the Work pursuant to the provisions of Paragraph 3 of the Agreement, then the Escrow.Agent shall disburse to Coachman an amount equal to twice the cost of completion of the Work. The cost of completion shall be certified by an independent licensed contractor. The remainder of the $100,000.00 not so disbursed to Coachman, and all interest earned thereon, shall be disbursed to the Trust and Eaglewood. [Remainder of Page Intentionally Left Blank] 1 11 t WITNESS our hands and seals on the above date. LAWRENCE EAGLE TRIBUNE REALTY TRUST By: 44/10ter E. Ro xs , as Trustee as aforesaid, but not individually EAGLEWOOD PROPERTIES, LLC BY; Namd` Ross Hamlin` Title: Manager COACHMAN'S DEVELOPIVIENT, LLC BY: Name; Title: duly authorized (ESC W AGENTS) Wcent C. 1Vla , Jr. / Mar �B. 7oh sou COMMONWEALTH OF MASSACHUSETTS ESSEX, SS August______, 2004 Then personally appeared the above named , duly authorized by Coachman Development, LLC, being personally known to me/proved to me by satisfactory evidence of identity which were to be the person whose name is signed on the preceeding or attached document, and acknowledged the foregoing instrument to be his/her free act and deed and the duly authorized act and deed of Coachman Development, LLC, before me, Notary Public My Commission Expires: COMMONWEALTH OF MASSACHUSETTS ESSEX, SS Auguste? 2004 Then personally appeared the above-named Vincent C, Manzi, Jr., being personally known to me, and acknowledged the foregoing instrument to be his free act and deed, before me, (Barbara M. Day J Notary Public My Commission Expires: � �/Z COMMONWEALTH OF MASSACHUSETTS ESSEX, SS August 2004 Then personally appeared the above-named Mark B. Johnson, being personally known to me, and acknowledged the foregoing instrument to be his free act and deed, before me, y� V 0 .QQpp Notary Public z , My Commission Expires: a W ` a �o A O +, V CONIA40NWEALTH OF MASSACHUSETTS ESSEX, SS August , G' 2004 Then personally appeared the above named Walter E. Rogers, as Trustee of the Lawrence Eagle Tribune Realty Trust, being personally known to me to be the person whose name is signed on the preceeding or attached document, and'.acknowledged the foregoing instrument to be his free act and deed and the free act and deed of the Lawrence Eagle Tribune Realty Trust, before me, Barbara M. Day Notary Public My Commission Expires: June 16, 2011 COMMONWEALTH OF MASSACHUSETTS ESSEX, SS August 2044 Then personally appeared the above named Ross Hamlin as Manager of Eaglewood Properties, LLC, being personally known to me/ ouad tu w@ by',- which-"we to be the person whose name is signed on the preceeding or attached document, and acknowledged the foregoing instrument to be his free act and deed and the duly authorized act and de of Eaglewood Properties, LLC, before me, Notary Public Vih r C. L.i 707 My Commission Expires: ESCROW AGREEMENT Escrow Agreement made this 4day of August, 2003, by and between Lawrence Eagle Tribune Realty Trust under declaration of trust dated April 28, 1966, recorded with the Essex North District Registry of Deeds in Book 1059, Page 446 ("Trust") of 100 Turnpike Street, North Andover, Massachusetts 01845, Eaglewood Properties, LLC. of Topsfield, Massachusetts ("Eaglewood"), and Coachman's Development, LLC of 115 Flanders Road, Suite 170, Westborough, Massachusetts ("Coachman"); Vincent C. Manzi, Jr., Esquire of Manzi and McCann, 59 Jackson Street, Lawrence, Massachusetts 01840, and Mark B. Johnson, Esquire of the Law Offices of Mark B. Johnson, 12 Chestnut Street, Andover, Massachusetts 01810 (Attorneys Manzi and Johnson as hereinafter referred to as the"Escrow Agents"). WHEREAS, pursuant to Paragraph 3 of a Settlement Agreement, dated June 28, 2003 by and between the Trust, Eaglewood and. Coachman (the"Agreement"), Eaglewood is required to perform certain work in accordance with Paragraphs 2 and 3 of the Agreement on or before October 31, 2004 (the "Work"); and WHEREAS, Paragraph 3 of the Agreement further provides (this explanation shall not be deemed to modify the provisions of paragraph 3 but to summarize said provisions for the purpose of this Agreement) that in the event Eaglewood fail to complete the Work by October 31, 2004, and such failure to complete Was not the result of Coachman or any agents, servants, employees, or any third parties acting on Coachman's behalf or whom Coachman may in any manner control, or their successors and assigns (as used herein the term "Coachman or any agents, servants, employees, or any third party acting on Coachman's behalf or who Coachman may in any manner control, or their successors and assigns" shall not include any party that Eaglewood may retain who may also perform work for Coachman.) Coachman shall have the right to complete the Work and shall be entitled to twice the cost of completion, provided that Coachman has completed its work, as defined in the Agreement, on or before September 30, 2004; and WHEREAS, Paragraph 3 of the Agreement further provides that to ensure the completion of the Work and the landscape installation by October 31, 2004, Eaglewood shall provide Coachman with a$100,000.00 performance bond; (the"Bond"); and WHEREAS, due to unforeseen circumstances, the work has not been commenced and parties wish to extend the completion date for the Englewood Work to November 15, 2004, and for the Coachman work to October 15,2004; and WHEREAS, the Trust; Eaglewood and Coachman have agreed that in lieu of the Bond the Trust and Eaglewood shall escrow the suns of$100,000.00 to be held by the Escrow Agents pursuant to the terms and conditions of this Escrow Agreement to ensure that sufficient sutras are available in the event and Eaglewood shall fail to complete the Work on or before November 15, 2004. WHEREAS, pursuant to Paragraph 6 of the Agreement, Coachman agreed to dismiss with prejudice its appeal of the special permit granted to the Trust and Eaglewood by the Town of North Andover in the matter of Coachman Development.,.LLC v. Planning Board of North Andover, et al„Land Court Misc. No, 297053. NOW THEREFORE, for and in consideration of One Dollar {$1.00) and other good and valuable consideration, the rcceipt and sufficiency of which is hereby acknowledged, the parties agree as follows: I. Expressly contingent upon (a) the Trust conveying to Eaglewood its property on the westerly side of Turnpike Street in North Andover, Massachusetts, and shown as Plat 24, Parcels 16 and 17, and Plat 27, Parcel 22 on North Andover Assessor's Maps, containing 14.496 acres more or less (the"Property"), , and to ensure that sufficient sums are available in the event Eaglewood shall fail to complete the Work on or before November 15, 2004, the Trust and Eaglewood shall escrow the sum of$100,000.00 at the closing of Eaglewood's purchase of the Trust to be held by the Escrow Agents in an interest bearing account pursuant to the terms and conditions of this Agreement. 2, Upon the execution of this Agreement, Attorney Mark B. Johnson, as counsel for Coaclunan, shall execute and deliver to Attorney Vincent C. Manzi, Jr., as counsel for the Trust and Eaglewood, an original executed Stipulation of Dismissal with Prejudice in the matter of Coachman Development LLC v_Planning Board of North Andover, et al„ Land Court Misc. No. 297053. Attorney Manzi shall hold the Stipulation in escrow until the Closing of the Trust's conveyance of the Property to Eaglewood and the funding of the$100,000.00 as set forth in Paragraph 1, above. In the event that the above has not occurred by October 1, 2004 then the Stipulation of Dismissal shall be returned to Attorney Mark B. Johnson. 3. Upon Eaglewood's completion the Work on or before November 15, 2004, and the certification of such completion by a licensed landscape architect, the Escrow Agents shall disburse to the Trust and Eaglewood the entire $100,000.00 and all interest earned thereon being held by the Escrow Agents pursuant to this Agreement. 4. if Eaglewood fails to complete the Work to November 15, 2004, and Coachman elects to complete the Work pursuant to the provisions of Paragraph 3 of the Agreement, then the Escrow Agent shall disburse to Coachman an amount equal to twice the cost of completion of the Work. The cost of completion shall be certified by an independent licensed contractor. The remainder of the $100,000.00 not so disbursed to Coachman, and all interest earned thereon, shall be disbursed to the Trust and Eaglewood. [Remainder of Page Intentionally Left Blank] l�/ �f� WITNESS our hands and seals on the above date. LAWRENCE EAGLE TRIBUNE REALTY TRUST By: as Trustee as aforesaid, but not individually EAGLEWOOD PROPERTIES, LLC BY: Name: Ross Hamlin Title: Manager COACHMAN'S DEVELOPMENT, LLC BY: Name: Title: duly authorized {ESCR AGENTS} c z), 1% Mark n s, f COMMONWEALTH OF MASSACHUSETTS ESSEX, S5 August , 2004 Then personally appeared the above named Irving E. Rogers III, as Trustee of the Lawrence Eagle Tribune Realty Trust, being personally known to me/proved to me by satisfactory evidence of identity which were to be the person whose name is signed on the proceeding or attached document, and acknowledged the foregoing instrument to be his free act and deed and the free act and deed of the Lawrence Eagle Tribune Realty Trust, before me, Notary Public My Commission Expires: COMMONWEALTH OF MASSACHUSETTS ESSEX, SS August , 2004 Then personally appeared the above named Ross Hamlin as Manager of Eaglewood Properties, LLC, being personally known to me/proved to me by satisfactory evidence of identity which were to be the person whose name is signed on the preceeding or attached document, and acknowledged the foregoing instrument to be his flee act and deed and the duly authorized act and de of Eaglewood Properties, LLC, before me, Notary Public My Commission Expires: COMMONWEALTH OF MASSACHUSETTS ESSEX, SS August , 2004 Then personally appeared the above named--_)kw�C '� •Mc C AK, duly authorized by Coachman Development, LLC, being personally known to me/proved to me by satisfactory evidence of identity which were 4-L)o ,-4,,­�to be the person whose name is; document, and acknowledged the foregoing instrument to signed on the proceeding or attache be his/her free act and deed and the duly authorized act and deed of Coachman Development, LLC, before me, Notary Public My Commission E=PI) NOTARY ANNE BOURQUE PUBLIC EALTH OF MASSACHUSETTS ission Expires Mar.8,2007 COMMONWEALTH OF MASSACHUSETTS " "� � ESSEX, SS August_, 2004 - Then personally appeared the above-named Vincent C. Manzi, Jr., being personally known to me, and acknowledged the foregoing instrument to be his free act and deed, before me, Notary Public My Commission Expires; COMMONWEALTH OF MASSACHUSETTS ESSEX, SS August �; 2004 Then personally appeared the above-named Marls B. Johnson, being personally known to me, and acknowledged the foregoing instrument to be his free act and deed, before me, `�+1gP4'11gaqVo4f6997B;®�Ad®B .---- .,,. q. .°*° ��° Notary Public ° PPP d,✓ My Commission Expires: ,r': P �a�7HiaeNa���<<P r SETTLEMENT AGREEMENT This Settlement Agreement is made this day of June, 2004, by Lawrence Eagle Tribune Realty Trust under declaration of trust dated April 28, 1966, recorded with the Essex North District Registry of Deeds in Book 1059, Page 446 ("Trust") of 100 Turnpike Street, North Andover, Massachusetts 01845, Eaglewood Properties, LLC. of Topsfield, Massachusetts ("Eaglewood"), and Coachman's Development, LLC of 115 Flanders Road, suite 170, Westborough,Massachusetts ("Coachman"). WHEREAS, Eaglewood is seeking to develop a commercial retail shopping center on land owned by the Trust bordering Coachman property on the westerly side of Turnpike Street in North Andover, Massachusetts, and shown as Plat 24, Parcels 16 and 17, and Plat 27,Parcel 22 on North Andover Assessor's Maps, containing 14.496 acres more or less (the"Development"); and WHEREAS, the Trust is the owner of the property on which the Development shall be constructed; and WHEREAS, Eaglewood has filed plans detailing the Development with the North Andover Planning Board showing the proposed development; and WHEREAS, Coachman has expressed concerns regarding Eaglewood's plans with respect to buffering, landscaping and other impacts upon Coachman's property at 170,172 and 174 Haverhill Street, Andover, Massachusetts ("Coachman's Property"); and' WHEREAS, Eaglewood has agreed to make certain changes to the proposed retail shopping center in accordance with the Eaglewood Shops Retail Development Progress Print, dated February 10, 2004, a copy of which are attached to and incorporated in this Settlement Agreement Exhibit"A" (the"Plan"), and WHEREAS, Coachman has agreed to withdraw all of its previously expressly concerns regarding the Development, subject to the compliance by the Trust and Eaglewood with the terms of this Settlement Agreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth in this Settlement Agreement,the parties agree as follows: 1. Eaglewood, Coachman and the Trust shall make certain changes to the proposed retail shopping center'and residential development in accordance with the Plan, including without limitation, grading changes and landscaping along the common boundary as well as moving dumpsters. Eaglewood shall use its best efforts to have this Plan approved as the final plan by the North Andover Planning Board, and any material changes thereto from those submitted to Coachman shall be subject to Coachman's review and comment. Eaglewood shall provide Coachman with copies of all filings and correspondence with the North Andover Planning Board. The zoning board in Andover has approved the s 1 6/ ��� Plan The obligations of Eaglewood pursuant to this Agreement shall not be subject to obtaining the approval of the North Andover Planning Board. 2. Eaglewood shall install on the joint property line and on Coachman's Property landscaping as shown on the plan, . The foregoing work shall be performed within the time frame as set forth in Paragraph 3 of this Agreement. . Eaglewood shall provide Coachman with a two (2) year warranty on all landscaping along the joint property line and on Coachman's Property. Eaglewood shall maintain such landscaping, screening, and drainage, except any improvements on publicly-owned land or on the land of Coachman, in good order, condition and repair, at their sole cost and expense. All landscaping, screening and drainage installed on Coachman's Property shall be maintained by Coachman, in good order, condition and repair, at their sole cost and expense after the two year warranty has expired. Eaglewood shall assign to Coachman any warranty it may obtain for such maintenance of the landscaping, screening and drainage on Coachman's Property. 3. Eaglewood shall provide to Coachman a design of such block retaining wall, which design shall be acceptable to the Building Inspector of the Town of Andover(the "Wall Design Plan"). . Coachman shall construct a block retaining wall along the retention pond in accordance with the Wall Design Plan and the Plan for that portion which is on Coachman's Property. In addition, Coachman small grade its property in accordance with the Plan, In consideration of the work to be performed by Coachman, Eaglewood shall pay Coachman$62,000.00_upon the execution of this Agreement Eaglewood shall make additional payments to Coachman if changes to sheet C-5 titled Eaglewood Shops Retail Development dated 3/19/04 occur which will result in a change order for additional work. Eaglewood indemnifies Coachman, and its successors and assigns from any liability as a result of the negligent design of the retaining wall and Eaglewood shall assign to Coachman, its successors and assigns, any warranty it may obtain for the repair and maintenance of the retaining wall and for liability as a result of its negligent design and installation. Eaglewood shall be responsible for constructing the retaining wall along the joint boundary line of the properties as shown the Plan. All of the work in Paragraphs 2 and 3 of this Agreement shall be completed by October 31, 2004. To ensure the completion of this work and the landscape installation by October 31, 2004, Eaglewood shall provide Coachman with a$ $100,000,00 performance bond (the "Bond", upon the execution of this Agreement In the event Eaglewood is unable to complete its work by October 31, 2004, and such failure to complete was not the result of Coachman or any agents, servants, employees, or any third parties acting on Coachman's behalf or whom Coachman may in any manner control, or their successors and assigns, Coachman shall have the right to call the bond and complete Eaglewood's work in accordance with the Planand shall be entitled to twice the cost of completion; provided, however, that Coachman shall have no right to call the bond if Coachman has not completed its work, as defined in this Agreement, on or before September 30, 2004, In addition, if Coachman has not completed its work, then Coachman shall have no right to call the Bond until sixty (60) days after it has completed its work in accordance with the Plans, If Eaglewood's work is not completed at the time the Bond expires, and such failure to complete was not the result of Coachman or any agents, servants, employees, or 2 any third parties acting on Coachman's behalf or whom Coachman may in any manner control, or their successors and assigns, and Eaglewood has not replaced the Bond ten (10) days prior to the expiration date of the Bond, Coachman shall have the right to call the Bond, In such case, any sums not required to be used by Coachman to complete the work shall be returned to Eaglewood within thirty (30) days of the complete of Eaglewood's work. As used herein the term "Coachman or any agents, servants, employees, or any third parties acting on Coachman's behalf or whom Coachman may in any manner control, or their successors and assigns" shall not include any party that Eaglewood may retain who may also perform work for Coachman. 4. Eaglewood, for itself and its successors and assigns, agrees that all deliveries to the Building 2 and 3, as shown on the Plan, of the Development shall be made between 7:00 a.m. and 9:00 p.m. It is agreed, however,that delivery vehicles may access Eaglewood either before 7:00 am or after 9:00 pm for the purpose of parking delivery vehicles, but delivery activities may not commence until the hours specified above. 5. Upon the execution of this Settlement Agreement, and the recording of the Restriction pursuant to section 16, and the payment of sums pursuant to paragraph 3 and the receipt of the bond in accordance with paragraph 3,Coachman shall withdraw all of its previously expressed concerns regarding the Development and shall not oppose the Development, as amended, before the North Andover Planning Board, Conservation Commission, Massachusetts Environmental Policy Act (MEPA) Office, the Massachusetts Highway Department, and any other public permitting entity, provided that Eaglewood,the Trust, and any successor's and assigns, comply with their obligations under this Settlement Agreement, and that there are no changes to the site plan. 6. Coachman further agrees that it will tape no action to have any of its agents, servants, employees, or any third parties acting on Coachman's behalf or whom Coachman may in any manner control, take any action with respect to the Development which is inconsistent with the terms of this Settlement Agreement. In addition, upon the execution of this Settlement Agreement and the recording of the Restriction pursuant to section 16, and the payment of sums pursuant to paragraph 3 and the receipt of the bond in accordance with paragraph 3, Coachman shall dismiss with prejudice its appeal in the matter of Coachman Development, LLC v. Planning Board of North Andover, et at,, Land Court Misc.No, 297053 7. Eaglewood, for itself and its officers, directors, shareholders, employees, agents, servants, attorneys, assigns, affiliates, subsidiaries and divisions, predecessors, and successors in interest, trustees and legal representatives, and the Trust, for itself and its trustees, beneficiaries; employees, agents, servants, attorneys, assigns, affiliates, subsidiaries and divisions, predecessors and successors and legal representatives, forever release and discharge, Coachman and all of its officers, directors, shareholders, employees, agents, servants, attorneys, assigns, affiliates, subsidiaries and divisions, predecessors and successors in interest, trustees and legal representatives, from any and all actions, causes of action, claims, demands, liability, suits, controversies, proceedings, expenses, damages and liabilities of any kind or nature (including without limitation all 3 liabilities for costs, charges, losses, expenses and attorneys' fees),which Eaglewood or the Trust now have or ever had, both at LAW and in EQUITY, against Coachman with respect to its opposition to the Development, subject to compliance with the terns of this Settlement Agreement. Specifically excluded are any claims which may arise as a result of Coachman's failure to complete its work in accordance with all applicable plans and permits. 8. Coachman, for itself and its officers, directors, shareholders, employees, agents, servants, attorneys, assigns, affiliates, subsidiaries and divisions,predecessors, trustees and legal representatives, forever releases and discharges, Eaglewood and all of its officers, directors, shareholders, employees, agents, servants, attorneys, assigns, affiliates, subsidiaries and divisions, predecessors and successors in interest, trustees and Iegal representatives, and the Trust, for itself and its trustees, beneficiaries, employees, agents, servants, attorneys, assigns, affiliates, subsidiaries and divisions, predecessors and successors and legal representatives, from any and all actions, causes of action, claims, demands, liability, suits, controversies, proceedings, expenses, damages and liabilities of any kind or nature (including without limitation all liabilities for costs, charges, losses, expenses and attorneys' fees),which Coachman now has or ever had, both at LAW and in EQUITY, against Eaglewood or the Trust with respect to planning and permitting of the Development, subject to the compliance with the terms of this Settlement Agreement. Specifically excluded are any claims which may arise as a result of Eaglewood's failure to complete its work in accordance with all applicable plans and permits.Notwithstanding the foregoing, it is expressly agreed that by the execution of this Agreement Coachman is in no way releasing any claims that any unit owner at Coachman Ridge Condominium may have or which the Coachman Ridge Condominium Association may have against Eaglewood or its successors and assigns, 9. Eaglewood, and its successors and assigns further agrees that it will take no action to have any of its agents, servants, employees, or any third parties acting on Eaglewood's behalf or whom Eaglewood may in any manner control, take any action with respect to the Coachman Development which delays or impedes the construction and sale of the Coachman units or site development. 10. By signing this Settlement Agreement, all parties acknowledge that they have had the advice of independent legal counsel of their choosing and execute this Settlement Agreement as their free act and deed. 11. All matters pertaining to the validity, construction, and effect of this Settlement Agreement shall be governed by the laws of the Commonwealth of Massachusetts. The parties further agree that the Superior and District Courts of Essex County, Massachusetts shall have sole jurisdiction over any claims made under this Settlement Agreement. 12. This Settlement Agreement shall not be amended or modified in any way except by an instrument in writing executed in the same manner as this Settlement Agreement by all the parties thereto, 4 i I 13. This Settlement Agreement constitutes the entire agreement amongst the parties and supersedes any prior written or oral understandings, agreements, or conditions. 14. All covenants, agreements, representations, and warranties set forth in this Settlement Agreement are binding on and inure to the benefit of the successors and assigns of the parties, 15.. Lawrence Eagle Tribune Realty Trust guarantees the obligations of Eaglewood as set forth in this Agreement. If the land on which the Development is to be constructed is conveyed to Eaglewood the guaranty of the Lawrence Eagle Tribune Realty Trust shall terminate. In the event that the land on which the Development is to be constructed is not conveyed to Eaglewood but is conveyed to some other party, the guaranty of Lawrence Eagle Tribune Realty Trust shall continue until said party consents, in writing, to be responsible for all of the obligations of Eaglewood hereunder. 16. The parties shall execute a Covenant for recording at the Essex North District Registry of Deeds which recites the provisions of paragraphs 2, 3 and 4. WITNESS the duly authorized hands and seals of the parties this ZAU, day of June, 2004. LAWRENCE EAGLE TRIBUNE REALTY TRUST B Irving E. Rogers III, as Trustee as aforesaid, but not individually EAGLEWOOD PROPERTIES, LLC BY: Ross 11 Name: {' ,r4-1 ` r �- Title:. •.IVI �f� COACHMAN'S rDEVELOIj MEN T, LLC BY: Name: � � .9 E,s r t,u•��'d Title: Manager 5 I n COMMONWEALTH OF MASSACHUSETTS ESSEX, SS June , 2004 Then personally appeared the above named Irving E. Rogers III, as Trustee as aforesaid, and acknowledged the foregoing instrument to be his free act and deed and the free act and deed of said Trust, before me, Notary Public My Commission Expires: COMMONWEALTH OF MASSACHUSETTS 5� ESSEX, SS �rrl o , 2004 Then personally appeared the above named Ross Hamlin as Manager of Eaglewood Properties, LLC, and acknowledged the foregoing instrument to be his free act and deed and the duly authorized act and de of Eaglewood Properties, LLC, fore me, Notary Public My Commission Expires: COMMONWEALTH OF MASSACHUSETTS ESSEX, SS June Y- , 2004 Then personally appeared the above named� Y1 L ., as Manager of Coachman Development, LLC, and acknowledged the foregoing instrument to be his/her free act and deed and the duly authorized act and deed of Coachman Development, LLC, before me, ILI SUZMNE BOURQUE 'r gOTARY PUBLIC Notary Public My C m Commission H OF jro4 M,CNU5ETfS M Commission Expires: 0 My Commiaionxpira�hear.8,2007 y 6 COMMONWEALTH OF MASSACHUSETTS ESSEX, ss. TRIAL COURT LAND COURT DEPT. IVHSC.NO, 297053 COACHMAN DEVELOPMENT,LLC., Plaintiff V. EAGLEWOOD PROPERTIES,LLC,, JOHN SIMONS,ALBERTO ANGLES, RICHARD NARDELLA, FELIPE SCHWARZ, GEORGE WHITE, JAMES PHINNEY, as they are members of the PLANNING BOARD OF THE TOWN OF NORTH ANDOVER, Defendants STIPULATION OF DISMISSAL The Parties to the above action hereby agree that it may be dismissed,with prejudice, without costs, all rights of appeal waived. Respectfully submitted, Respectfully submitted, Coachman Development,LLC Eaglewood Properties, LLC By its attorney, By its rney, 1� M B. Johnson, Esquire ce 1 a squire O #252760 BBO# aw Office of Mark B. Johnson Manzi &McCann 12 Chestnut Street 59 Jackson Street Andover, NIA 01810 Lawrence,M.A. 01840 (978) 475-4488 (978) 686-5664 Respectfully submitted, North Andover Planning Board By its attorney, Thomas J. Urbelis, Esquire BBO # Urbelis & Fieldsteel, LLP 155 Federal Street Boston, MA 02110 (617) 338-2200 August , 2004 I Manzi McCann ATTORNEYS AT LAW 59 Jackson Street Lawrence,Massachusetts 01840 Telephone: (978)686-5664 Fax: (978)794-9628 Vincent C.Manzi,Jr. OFC0UNSEL Eugene Patrick McCann Charles Scott Nieman Mass.and r1a. Steven A. 13addour Peter I McQuillan O! COUNSEL Patrick F.McCann Texas only Michael A.Manzi Rick M. Seceareccio Sonya M.Brown Terrence B.Downes August 27, 2004 Thomas J. Urbelis, Esquire Urbelis, Fieldsteel &Bailin, LLP 155 Federal Street Boston, Massachusetts 02110 RE: Eaglewood Shoppe Shopping Center Rte. 114, North Andover, Massachusetts Dear Toth: Eaglewood and Poulte/Coachman LLC have entered into a Settlement Agreement with respect to the appeal of Eaglewood's grant of Special Permit for the above-entitled matter, Enclosed please find original Stipulation of Dismissal with Prejudice to be executed by you for the Town of North Andover. Please return original to me and I will hold same in escrow pursuant to the Escrow Agreement. I have enclosed a copy of the Settlement Agreement and Escrow Agreement for your convenience. Thank you for your consideation and cooperation in this matter. Very ruly yours, e nzi, Jr E VCM:bmd Enclosures Lowell Officc 219 Central Street Lowell,Massachusetts 01852 Telephone: 97 8-441-23 98 i i i