Loading...
HomeMy WebLinkAbout2012-10-01 Board of Selectmen Agenda Packet TOWN OF NORTH ANDOVER BOARD OF SELECTMEN 120 MAIN S"I'EZEET NORTH ANDOVER,MASSACHUSETTS 01845 William F.Gordon.Chairman Rosemary Connelly Smedilc l I3L. (978)688-9510 Donald B. Stewart FAX(978)688-9556 Richard M.Vaillancourt Tracy M. Watson BOARD OF SELECTMEN&LICENSING COMMISSIONERS AGENDA OCTOBER 1,2012 EXECUTIVE SESSION—6:50 PM OPEN SESSION—7:00 PM TOWN HALL MEETING ROOM 120 MAIN STREET I. CALL TO ORDER II. EXECUTIVE SESSION A. Matters Subject to Collective Bargaining III. RECONVENE AND PLEDGE OF ALLEGIANCE IV. APPROVAL OF MINUTES A. Open Session Minutes,as written,for September 10,2012 B. Executive Session Minutes,as written,for September 10,2012 V. COMMUNICATIONS AND ANNOUNCEMENTS A. Thank you from Melissa Powers and Family B. November Elections Update—Town Clerk Joyce Bradshaw C. Elderly and Disabled Tax Aid Fund D. Request for Proposals—Purchase and Development of Former Bradstreet School Property VI. CONSENT ITEMS A. Ratification of Collective Bargaining Agreement between the Town and the I.B.P.O.Local 454(Police Lieutenants)for the period July 1,2012—June 30,2015 B. November Elections 1) Vote and Sign Warrant for Elections 2) Vote to Open Polls at 6:00 a.m. 3) Approve List of Election Workers C. Acceptance of Donation from Peter Breen Excavating,Inc D. Permission to erect a tent in front of the Original Burial Ground on October 21,2012 E. Acceptance of Donation to Fire Department from Edmund&Nancy Leland F. Acceptance of Donation to Fire Department from Converse Inc. G. Halloween 'Trick or Treat'Day/Hours H. Permission to hold'Great Strides:A Walk to Cure Cystic Fibrosis' at Drummond Park on Saturday, May 18,2013 L Permission to hold the`24`h Annual Cambridge Sports Union Rollerski Race' on Sunday November 4, 2012,starting at 9:30 a.m.on Milk Street J. Request to Surplus Vehicles 1) Youth Center Vehicle#205 2) Police Department Vehicle#301 K. Appointments by Board of Selectmen 1) Cultural Council—Catherine Okoh 2) Economic Development Council-Rod Traficante 3) Cable TV Advisory Committee—Brian Donahue 4) Greater Lawrence Community Action Council 5) Youth&Recreation Council Board of Selectmen&Licensing Commission -2- October 1,2012 VII. LICENSING COMMISSIONERS A. Hokkaido Restaurant, 1250 Osgood Street—All Alcohol Restaurant License and Entertainment License VIII. OLD BUSINESS IX. NEW BUSINESS X. PUBLIC COMMENT XI. TOWN MANAGER'S REPORT A. Job Posting/Vacancy Log B. Update on Facilities Master Plan C. Update on Stevens Estate Capital Projects D, Update regarding Stevens Pond XII. ADJOURN Approval of Minutes BOARD OF SELECTMEN MINUTES September 10, 2012 CALL TO ORDER: Chairman William Gordon called the meeting to order at 6:30 PM at Town Hall Meeting Room. ATTENDANCE: The following were present: William F. Gordon Chairman; Richard Vaillancourt, Clerk; Rosemary Smedile, Licensing Chairman; Donald Stewart, Tracy M. Watson, and Andrew Maylor, Town Manager and Ray Santilli, Assistant Town Manager. EXECUTIVE SESSION: Richard Vaillancourt made a MOTION, seconded by Rosemary Smedile, to move into Executive Session under MGL Chap 30A§ 21(a)to discuss: Matters dealing with Collective Bargaining. Roll Call vote: William Gordon yes, Donald Stewart yes, Rosemary Smedile yes, Richard Vaillancourt, and Tracy Watson yes. Vote approved 5-0. Richard Vaillancourt declared that an open meeting may have a detrimental effect on the bargaining position of the Selectmen. RECONVENE AND PLEDGE OF ALLEGIANCE APPROVAL OF MINUTES: Richard Vaillancourt made a MOTION, seconded by Tracy Watson, to approve the Open Session Minutes of August 20, 2012, as written. Vote approved 5-0. Richard Vaillancourt made a MOTION, seconded by Tracy Watson, to approve the Executive Session Minutes of August 20, 2012 as written. Vote approved 5-0. COMMUNICATIONS ANNOUNCEMENTS AND PUBLIC!COMMENT: Verizon Service Outage Update IT Director Matthew Killen, Fire Chief Andrew Melnikas and Police Chief Paul Gallagher gave an overview and update on how the Verizon outage affected the Town's phones and services. This caused interruptions in many services throughout the police station 911 system, Fire Department radio communication and the Town clerk's election commission connection. Notice was sent to residents through the Reverse 911 system, help was received from NEMLEC, NEMA, Comcast and the Town of Andover. Town Services were restored within two to three days. The Town will be connecting all departments to the Fiber Optic system in the near future. September 1'1th,Remembrance Ceremony Fire Chief Melnikas announced that the Fire and Police Departments will hold a ceremony at 9:00 a.m. Thursday, Sept. 11, 2012, in front of Town Hall and the public is welcomed to attend. Block Captain's Recognition —Chief Paul Gallagher Police Chief Gallagher requested the Board recognized members of the neighborhood crime watch block captains for their tireless work in promoting the crime watch program and assisting with the National Night Out Event. The following members were presented with Certificates of Appreciation: Deborah Savoia, Getchen Gallagher, Tracy Zysk, Mark Dockray and lynne Cox. Anne Bradstreet 400th Birthday Celebration The friends of Anne Bradstreet Steering Committee, Karen, Kline, Gardene MacKenzie, Susan Lenoe, Michael Finegold, Nelia Lush, Peter Baylies and Ed Wang spoke about the history, poems and calendar of events during the month of September 2012, celebrating the poet's 4001h birthday. New Budget Format—Town Manager Andrew Maylor Town Manager Andrew Maylor presented the Board with a new Budget Format that will include Mission statements, goals and prior year accomplishments of all Town departments. This will give the public a more transparent look at the town's financial reports. Mr. Maylor thanked Budget Director Lyne Savage for her help with producing this expanded budget format. Board of Selectmen Minutes September 10, 2012 2 Recognition of Firefighters' Volunteer Efforts Selectman Richard Vaillancourt gave recognition to several firefighters who volunteer their time and efforts to renovate the George Field Hut with the support of CPA funding. Donald Stewart requested to take Licensing out of order. LICENSING COMMISSIONERS: Donald Stewart made a MOTION, seconded by Tracy Watson, to open a meeting of the North Andover Licensing Commission. Vote approved 5-0. Licensing Chairman Rosemary Smedile brought forward the following items: Change of Manager— Buono Bistro Restaurant, 220 Sutton Street Application from Buono Bistro Restaurant requesting a changed of manager from Tara Kennedy to Devon Sprague. Donald Stewart made a MOTION, seconded by Tracy Watson, that the Board of Selectmen acting as the Licensing Commissioners approves the application of"Change of Manager" for the Buono Bistro, LLC from Tara Kennedy to Devon Sprague. Vote approved 5-0. Note: Richard Vaillancourt&Tracy Watson recused from the following vote. No Andover Merchants Assoc. annual Fall Festival—One-Day Wine & Malt License Application from Camelot Sports Pub on behalf of the North Andover Merchants Association for a one- day wine & malt license on Saturday, September 22, 2012, from 11:00 a.m to 9:00 p.m. on the grounds of the Camelot Sports Pub, 505 Sutton Street. Donald Stewart made a MOTION, seconded by William Gordon, that the Board of Selectmen acting as the Licensing Commissioners, hereby grant a one day wine and malt license per M.G.L. chap. 138 sec. 14 to Camelot Sports Pub (on behalf of the North Andover Merchants association) for an event on September 22, 2012. Vote approved 3-0. Change of Officer/Director of the"Ninety Nine" Restaurants of Boston, LLC The ABCC Commission received a request from 99 Restaurant of Boston LLC for a new officer/Director to oversee many local cities and towns, which North Andover is listed. The ABCC is recommending approval for this request. Donald Stewart made a MOTION, seconded by Tracy Watson, that the Board of Selectmen acting as the Licensing Commissioners approves the application of new Officer/Director for the 99 Restaurants of Boston, LLC, Vote approved 5-0. Change of Manager—Camelot Building Association, dba Camelot Sports Pub Application from Camelot Building Association, dba Camelot Sports Pub for change of manager from Susan Zeytoonian to Raymond C. Lynch. Donald Stewart made a MOTION, seconded by Richard Vaillancourt, that the Board of Selectmen acting as the Licensing Commissioners approves the application of"Change of Manager" for Camelot Building Association, dba Camelot Sports Pub from Susan Zeytoonian to Raymond C. Lynch. Vote approved 5-0. Donald Stewart made a MOTION, seconded by William Gordon, to close a meeting of the North Andover Licensing Commission. Vote approved 5-0. CONSENT ITEMS: IT Asset Disposal Per the Town Policy regarding the disposal of surplus items, IT director Matt Killen is requesting approval to dispose of various computer equipment deemed to have no value. Board of Selectmen Minutes September 10, 2012 3 Richard Vaillancourt made a MOTION, seconded by Tracy Watson that the Board of Selectman approves the request of IT Director Matt Killen to dispose of various computer equipment deemed to have no value, listed in the memorandum to the Town Manager Maylor dated August 21, 2012. Vote approved 5-0. Proposed Drainage Easement at 110 Sutton Street The Department of Public Works has completed the drain line installation in the parking lot of 110 Sutton Street and is requesting the Board accept the easement so that it can be recorded at the Registry of Deeds. Tracy Watson made a MOTION, seconded by Rosemary Smedile that the North Andover Board of Selectmen hereby votes to accept the "Grant of Drainage Easement from Robert C. Carberry, Trustee of KLC Realty Trust at 110 Sutton Street, North Andover, MA. Vote approved 5-0. Approval of the Collective Bargaining Agreement between Town and IAFF Local 2035- Firefighters The Firefighters AIFF union president informed the Town Manager that the membership approved the Memorandum of Agreement and ratified the contract. Richard Vaillancourt made a MOTION, seconded by Tracy Watson, that the North Andover Board of Selectmen approves the Collective Bargaining Agreement between the Town and the Firefighters Union AIFF for the period July 1, 2012—June 30, 2015. Vote approved 5-0. Acceptance of Mutual Agreement AFSCME Local 2978 Communications Officers As propose by the Town, AFSCME Local 2978—Communications Officers has agreed to amend the current collective bargaining agreement regarding the payment of an annual clothing allowance. Richard Vaillancourt made a MOTION, seconded by Tracy Watson that the North Andover Board of Selectmen hereby votes to accept the Agreement between the Town of North Andover and AFSCME Local 2978—Communication Officers amending the method of payment of an annual clothing allowance. Vote approved 5-0. Approval of Letter regarding Comprehensive Permit(MGL c40B) Request The Board has thirty days from notice of a 40B project site application to submit comments, etc. A draft response letter has been provided by Community Development Director Curt Bellavance. The Board is asked to review the draft and recommend any changes. When finalized and approved, Chairman Gordon will sign the letter on behalf of the Board. Tracy Watson made a MOTION, seconded by Rosemary Smedile that the North Andover Board of Selectmen hereby votes to approve the letter to the Massachusetts Housing Finance Agency with comments regarding the MGL c40B project site application at 16 Berry Street/Riding Academy Preserve. Vote approved 5-0. Several residents from neighboring street Windsor Lane, Anne Brennan, Monica Carpenter, Greg Smith and Steve Wiles had commented on safety concerns about the project. Selectman Vaillancourt a former member of the Zoning Board of Appeals suggested and encouraged the residents to attend all meetings of the Planning Board and ZBA and make their concerns known to the Boards and the builder/developer. This would help and make a more friendly relationship with all involved. Approval of Northside Carting Inc. The Town has negotiated a five-year contract with Northside Carting, Inc. to continue collection and transportation for disposal of solid waste from September 1, 2012 through August 31, 2017. Richard Vaillancourt made a MOTION, seconded by Rosemary Smedile, to vote o approve the five-year contract with Northside Carting, Inc. for the collection and transportation for disposal of solid waste from September 1, 2012 through August 31, 2017. Vote approved 5-0. Board of Selectmen Minutes September 10, 2012 4 Change of Next Board of Selectmen Meeting Because of a conflict in a schedule, the Board decided to cancel their meeting on September 24, 2012 and reschedule the meeting on October 1, 2012. TOWN MANAGER'S REPORT: The Town Manager gave the Board an update of the current status of various recruitments that are ongoing and recently completed. Personnel Policy Changes The Town Manager is proposing changes to the Town's Personnel Policy. In accordance with the Policy, a public hearing regarding these changes is scheduled during your next meeting which was September 24, 2012. Since you are cancelling that meeting, we will reschedule the public hearing to October 1, 2012. Facility Review and Assessment Facilities Management Director Steve Foster has been tasked to develop a Facility Review and Assessment document for each municipal and school building. Provide in the packet is a document prepared for the Town Hall building. ADJOURNMENT: Donald Stewart made a MOTION, seconded by Rosemary Smedile, to adjourn the meeting at 8:30 p.m. Vote approved 5-0. Adele J. Johnson Administrative Secretary Richard Vaillancourt, Clerk of the Board i I NORTH OF,1S�eo s eq.O M s ^ 1 1F 4y � 9SSAC►►us�� TOWN OF NORTH ANDOVER OFFICE OF THE TOWN CLERK 120 MAIN STREET NORTH ANDOVER,MASSACHUSETTS 01845 Joyce A.Bradshaw,CMMC Telephone(978)688-9501 Town Clerk Fax (978)688-9557 E-mail iradshaw@townofilorthandover.com MEMORANDUM TO: William F. Gordon, Chairman and Members of the Board of Selectmen Andrew W. Maylor, Town Manager FROM: Joyce A. Bradshaw, Town Clerk SUBJECT: November 6,2012 Election Update DATE: September 26,2012 I wish to give the Board of Selectmen and the public information regarding the upcoming November 6, 2012 Presidential Election. • We are preparing for a record turnout for this historic election. All schools will be closed and any unrelated activities at the site are discouraged.. As of this date North Andover has 18,651 Registered Voters. • As in past State Elections I am requesting a vote of the Board to open the polls at 6:OOAM. This is a challenge to extend the voting day to 14 hours. The Board of Registrars, myself, and especially my dedicated election workers step forward to assist our commuters. We have had over 1,400 voters in that first early hour. • All UOCAVA(Uniformed and Overseas Citizens Absentee Voting Act) ballots were sent out within the statutory guideline. Daily applications are processed when received. • We anticipate a large volume of absentee ballot requests. We encourage early application for us to have sufficient time to process ballots once received. Students, voters who travel on business, those who may difficulty getting to the polls are encouraged to apply. • You may vote in person at the Town Clerk's Office once the ballots are received. We anticipate early October receipt and will post availability on the Town's website and in press releases. • Ballots for this election are posted on the Town's website. There are three different ballots—Precincts 1,2,3,4—Precinct 5 and Precinct 6,7,8. There are three state-wide ballot questions in Precincts 1-4. Precincts 5,6,7, and 8 have an additional ballot question. • I strongly encourage voters to be prepared and have researched their questions and candidate choice. The "Red Book" distributed by the Secretary of State has comprehensive explanations. Voters may bring any type of guides to how they wish to vote with them. We will have limited copies also available at the polls. • We have our Automark assisted ballot marking system available for anyone wishing to avail themselves. This device allows independent voting. It has visual and sound aids and marks the ballot. Election officials are available to provide assistance. • Police, Fire Department, and emergency management personnel will be on site to assist with any issues. • The last day to register to vote is Wednesday October 17, 2012 with my office and all Town and City Clerk's offices open until 8:00PM. • The Town Clerk's Office will be open on Saturday October 3 from 9:OOAM until Noon for those needing to vote absentee or requiring information. This is not a mandate but a courtesy we extend to our voters. The deadline to apply for an absentee ballot is noon on Monday October 5. • I will be at your meeting on Monday October 1 to answer any questions or provide additional input. I I III i NORTjj orob st�.o ,6 +tiooL TOWN OF NORTH ANDOVER 120 MAIN STREET NORTH ANDOVER,MASSACHUSETTS 01845 9SSACHUSE� Dear North Andover Residents: At our annual Town meeting on June 12, 2012 the Town voted to accept the provisions of Chapter 60 Section 31), allowing the Town to establish an Elderly and Disabled Tax Aid Fund. This allows Taxpayers of the Town of North Andover to Voluntarily donate and pledge an amount of not less than$ 1.00 to this fund. The purpose of this fund will be to help defray the real estate taxes of elderly and disabled persons of low income. A Taxation Aid Committee chaired by the Chairman of the Board of Assessors and the Treasurer will be set up,with the Board of Selectmen appointing three residents to the board. This board will adopt regulations necessary to identify the recipients of such aid. Contributions can be made by completing and forwarding the donation form below with your excise tax or real estate tax bill. Direct donations are also accepted at the Treasurer's Office at any time. Please make a separate check payable to the Elderly and Disabled Tax Fund and mail it to Town of North Andover, Elderly and Disabled Tax Fund, 120 Main Street,North Andover, MA 01845. Thank you in advance for your contribution to this worthy cause. -----------please tear here----------------------------------------------------------------------------------------------------------------------------------------------------------please tear here--------------- North Andover Elderly & Disabled Tax Aid Fund Donor Name Address Please check off the amount you wish to contribute and write the amount in the space provided. Voluntary Contribution $1 ❑ $5 ❑ $10 ❑ $25 ❑ Other ❑ Checkoff Amount of Contribution Make separate check Town of North Andover $ Payable and Mail to: Elderly & Disabled Tax Fund 120 Main Street North Andover,MA 01845 TOWN OF NORTH ANDOVER REQUEST FOR PROPOSALS PURCHASE AND DEVELOPMENT OF FORMER BRADSTREET SCHOOL PROPERTY (70 MAIN STREET, NORTH ANDOVER MA) October 10, 2012 Contact Andrew Maylor Town Manager Address 120 Main Street North Andover, MA 01845 Telephone Number: 978-688-9510 Fax Number: 978-688-9556 Email townmanager @townofnorthandover.com I� Table of Contents 1. Introduction............................................................ 4 2. Property Description.................................................. 4 p Y p 3. Submission Deadline and Instructions............................ `'S 4. Questions or Addendum.............................................. 5 5. Modifications to Proposal........................................... 6 6. Proposal Review and Selection Process..... .. ...... 6 7. Rights Reserved by the Town.. ................. ......... 7 8. Design Objectives................................................... 8 9. Pre-Submittal Briefing and Site Visit................ ............. 8 10. Minimum Submittal Requirements..... ................... 8 11. Development Plan... ...... ........................ 10 12. Comparative Evaluation Criteria................................. 11 13. Other Considerations s'......... ..................................... 14 14. Selection Criteria and Project Award............................ 15 15. Purchase and Sale Agreement.................................... 15 16. Land Development Agreement................................... 16 Appendix A—Article 27 of 2012 Annual Town Meeting......... 18 Appendix B — Commercial Property Record.............................. 19 Town of North Andover RFP Page 2 of 44 Purchase and Development—Former Bradstreet School I Appendix C — 'Meets and Bounds' Description........................ 20 Appendix D — Purchase and Sale Agreement...................... 22 Appendix E—Price Proposal Form........................................ 23 Respondent Entity Disclosure Statement........................... 24 Certifications............................................................ 27 Certificate of Vote..................................................I I. 28 Disclosure of Beneficial Interests In Real Property Transactions (MGL c7, §40J)........ ...... 29 Town of North Andover RFP Page 3 of 44 Purchase and Development—Former Bradstreet School I I 1. Introduction The Town of North Andover (`Town') is soliciting proposals from qualified entities for the purchase and development of the former Bradstreet School property located at 70 Main Street, North Andover. Qualified entities are requested to submit their proposals to the Office of the Board of Selectmen at the North Andover Town Hall, 120 Main Street, North Andover, MA, in accordance with the instructions contained within this Request for Proposals (RFP). The Town is requesting proposals from interested parties, with statements of qualifications, to purchase and develop the Property in accordance with design-objectives and restrictions specified herein. It is the objective of the Town that the Property be developed at a scale appropriate to the site, consistent with neighborhood characteristics and in compliance with existing zoning and other restrictions set forth in this RFP. However, the Town recognizes the need to create the highest and best use for its assets and welcomes creative alternative development schemes. Notice of this RFP is published in the Central Register (which is a weekly publication of the Office of the Secretary of the Commonwealth), the Eagle-Tribune (a newspaper of general circulation) and posted on the Town website (www.townofnorthandover.com) under "Bids, Quotes and Proposals" The Town will accept proposals delivered in person or by mail. All proposals must be received by 2:00 p.m. on Wednesday, December 5, 2012 to be considered. Proposals submitted by fax or by electronic mail will not be considered. All proposals must be submitted to: Office of the Board of Selectmen North Andover Town Hall 120 Main Street North Andover, MA 01845 The Town of North Andover may cancel this RFP or reject in whole or in part any and all proposals,if they determine that cancellation or rejection serves the best interest of the Town of North Andover. 2. Property Description The Town is offering for sale, in accordance with M.G.L. c30B and Article 27 of the 2012 Annual Town Meeting (Appendix A), land and improvements known as the former Bradstreet School, located at 70 Main Street, North Andover, MA. The Property is designated as Map 29, Block 23, Lot 0 on the Town Assessors' maps and comprises 1.15 acres of land, more or less. The Property currently is the site of a three story (21/2 stories above grade), 19,500 square foot, masonry building. Assessor's data indicates 1915 as the date of construction. There are dates inscribed on the east elevation of the building indicating dedications in 1885, 1911 and 1948. The Property was designed and occupied as an elementary school but was deemed obsolete for educational purposes and has been vacant since 2005. Town of North Andover RFP Page 4 of 44 Purchase and Development—Former Bradstreet School i I The `Commercial Property Record can be found in Appendix B and the formal `Meets and Bounds' description of the property can be found in Appendix C. 3. Submission Deadline and Instructions Qualified entities are requested to submit proposals marked "Purchase of Bradstreet School Property" with the entity's name and address on the front. Applicants should provide one (1) unbound signed original proposal and six (6) bound copies. Fax or electronic submissions will not be accepted. Applicants must also execute and include in the sealed submission the Certificate of Vote, Certificate of Non-Collusion, the Certificate of Tax Compliance, the Respondent Entity Disclosure Statement, and the Disclosure of Beneficial Interests in Real Property Transaction. The Town of North Andover, through the Board of Selectmen, is the awarding authority and reserves the right to reject any and all proposals or parts of proposals; to waive any defects, information, and minor irregularities; to accept exceptions to these specifications; and to award contracts or to cancel this Request for Proposals if it is in the Town of North Andover's best interest to do so. Proposals must be signed as follows: a) if the bidder is an individual, by her/him personally; b) if the bidder is a partnership, by the name' of the partnership, followed by the signature of each general partner; and c) if the bidder is a corporation,by the authorized officer, whose signature must be attested to by the Clerk/Secretary of the corporation and the corporate seal affixed. All proposals must be received and registered by the Office of the Board of Selectmen by Thursday, December :5, 2012 at 2:00 p.m. All outer envelopes/packages must be labeled "Purchase of Bradstreet School Property" and mailed or hand delivered to the following address: Office of the Board of Selectmen North Andover Town Hall 120 Main Street North Andover, MA 01845 No proposals will be accepted after the time and date noted. Late delivery of materials due to any type of delivery system shall be cause for rejection. If on the date and time of the submittal deadline the Town Hall is closed due to an uncontrolled event such as fire, snow, ice, wind or building evacuation, the submittal deadline will be postponed until 2:00 p.m. on the next normal business day. 4. Questions or Addendum Questions concerning this RFP must be submitted in writing to: Town Manager Andrew Maylor, North Andover Town Hall, 120 Main Street,North Andover, MA 01845, or they may be emailed to townmanager @townofnorthandover.com. All questions/inquiries must be received by close of business on Tuesday, November 20, 2012 to be considered. Questions/inquiries may be delivered, mailed, emailed or faxed. Written responses will be posted on the Town's website Town of North Andover RFP Page 5 of 44 Purchase and Development—Former Bradstreet School (www.townofnorthandover.com) in "Bids, Quotes and Proposals" by close of business on Thursday,November 22, 2012. If any changes are made to this RFP, an addendum will be posted on the Town's website in "Bids, Quotes and Proposals". It is the sole responsibility of the interested entity to ascertain the existence of any addenda and/or modifications issued by the Town. As this RFP has been published on the Town's website (www.townofnorthandover.com) all interested entities are responsible for checking the website for any addenda and/or modifications that are subsequently made to this RFP. The Town accepts no liability for and will provide no accommodations to interested entities who fail to check for amendments and/or modifications to this RFP and subsequently submit inadequate or incorrect responses. Interested entities may not alter (manually or electronically) the RFP language or any RFP component files. Modifications to the body of the RFP, terms and conditions, or which change the intent of this RFP are prohibited and may disqualify a response. All proposals submitted in response to this RFP shall remain firm for sixty(60) days following the submittal deadline. It is anticipated that the contract will be awarded within thirty(30) days after the submittal deadline. Interested entities are not to communicate directly with any employee of the Town of North Andover, except as specified in this RFP, and no other individual employee or representative is authorized to provide any information or respond to any question or inquiry concerning this RFP. Interested entities may contact the Contact Person for this RFP in the event this RFP is incomplete or the bidder is having trouble obtaining any part of the RFP electronically through the Town website (www.townofnorthandover.com), including, and without limitation the form and attachments. Interested entities with disabilities or hardships that seek reasonable accommodations, which may include the receipt of RFP information and/or addenda and/or modifications in an alternative format, must communicate such requests in writing to the contact person, and reasonable accommodation will be made by agreement with the contact person on behalf of the Town of North Andover. 5. Modifications to Proposal An interested entity may correct, modify, or withdraw a proposal by written notice received by the Town prior to the time and date set for the proposal submission. Proposal modifications must be submitted in a sealed envelope clearly labeled "Modification No. ." Each modification must be numbered in sequence, and must reference the original RFP. 6. Proposal Review and Selection Process A. Review Authority — The North Andover Board of Selectmen will begin to review submitted proposal packages after the submission deadline. The Selectmen may delegate Town of North Andover RFP Page 6 of 44 Purchase and Development—Former Bradstreet School the review task and accompanying responsibilities to its designee, which may be any individual, individuals or a committee to be formed or already existing, as the Selectmen deems in its sole discretion to be appropriate. B. Review Basis — Each proposal will be evaluated and scored based on the proposal's responsiveness to Town interests, design objectives and guidelines, and other selection criteria as specified in the RFP. The statement of qualifications of each respondent will be reviewed and scored to identify those who possess the development and construction experience, good standing in the industry, and the financial-stability and capacity to develop the Property to completion. C. Distribution of Proposals — During the review process, the proposal packages may be directed to such Town boards, committees and individuals whose comments and observations the Board of Selectmen deems will assist in the decision process. The Selectmen may seek the advice and input from any Town boards, committees or individuals, and from Town Counsel, during the review process. D. Additional Information/Interviews — The Selectmen may request additional information of a respondent relative to a proposal or qualifications. Requests shall be in writing with the expectation of a written response within a specified time. Respondents may also be invited to appear before the Selectmen, which shall occur at an open, public meeting. Failure to comply with this request will result in a rejection of the proposal at issue. The right to an interview does not automatically extend to all whose proposals are accepted for review,but is granted in the sole discretion of the Selectmen. E. Ranking and Award — The Selectmen will rank the submitted proposals in accordance with their respective scores. From this ranking, the Selectmen may select proposals for further review. The .Selectmen shall award the Property to the proposal that is most advantageous to the Town taking into consideration the selection criteria and the financial terms of all proposals that meet the minimum criteria. 7. Rights Reserved by the Town The Board of Selectmen reserves the right, in its sole discretion, to select finalists to submit and negotiate a more fully developed response. The Board reserves the right to waive minor irregularities or defects contained in any proposal and to allow exceptions to the specifications and requirements herein, provided that such waiver or exception does not materially alter the conditions under which all proposals were submitted. Each respondent must include sufficient supporting material to allow a meaningful and comprehensive evaluation of its proposal. The Town reserves the right to disqualify any proposal or response due to insufficient supporting or explanatory information, or to request additional supporting information. The Town reserves the right to disqualify respondents if the submittals are not based on reasonable market assumptions. Town of North Andover RFP Page 7 of 44 Purchase and Development—Former Bradstreet School The Town reserves the right to reject or accept, in its sole discretion, any conditional proposal that is submitted. 8. Design Objectives It is the primary objective of the Town to balance its need to optimize sale proceeds and new tax revenue with its need to ensure that any new development is appropriate in size, scope and appearance to the neighborhood while enhancing the Main Street business corridor. At the same time, development potential must be sufficient to attract credit-worthy buyers with strong reputations for quality work. It is the further objective of the Town to preserve the historical significance of the building. Notwithstanding the above, the Town recognizes the need to create the highest and best use for its assets and welcomes creative development schemes that may require amended zoning, need special permits or variances, or include demolition of part or all of the existing structure. 9. Pre-Submittal Briefing and Site Visit Interested parties will have the opportunity to attend a pre-submittal meeting, to be held in the Second Floor Meeting Room at North Andover Town Hall, 120 Main Street, North Andover, MA, on Wednesday, October 31, 2012 at 10:00 a.m., at which time Town representatives will review the materials included in this RFP and respond to questions about the Property, the selection process and related issues. Town representatives will then conduct a site visit of the Property for interested parties. 10. Minimum Submittal Requirements The proposal package must consist of a development proposal and a price proposal in separate, sealed envelopes. The development proposal must not include reference to a purchase price. Otherwise, each respondent must, at a minimum, submit the information and meet the standards indicated below. Failure to meet minimum submittal requirements will be sufficient cause to reject a proposal. Respondents are solely responsible for reviewing all the provisions of this RFP and any attachments, prior to submitting a proposal. Proposals that are incomplete, not properly endorsed, or are otherwise in conflict with the requirements of this RFP may be rejected. All proposals, including price proposals shall be opened at the time of proposal opening. A. Original/Copies—In a sealed package, submit one (1) unbound original and six (6) bound copies of the proposal, complete with all back-up materials for each proposal package. B. Format—Proposals must be submitted in an 8%2" x 11" format for text, and to the extent practical, for graphics. Oversized pages or graphics should be folded to 81/2" x 11". C. Proposal Security— A proposal security in the form of a certified check, cashier's check or bid bond payable to the Town of North Andover in the amount of five percent (5%) of the respondent's proposed purchase price must accompany the proposal package. The proposal security of parties not selected will be returned within a reasonable time after Town of North Andover RFP Page 8 of 44 Purchase and Development—Former Bradstreet School the date of an award. Proposal packages which fail to include security, or those of responding parties who fail to provide the aforementioned security by the submission deadline, will be summarily rejected as non-responsive. D. Cover Letter - A cover letter must include a statement of interest, identify the primary respondent entity, the proposed Property purchaser and the name, address and contact information of all interested parties. E. Price Proposal Form—The proposal package must include, in a separate sealed envelope, a Price Proposal Form (Appendix E), indicating the proposed purchase price for the Property. F. Development Team Qualifications - The proposal must identify the principal and support members of the development team (i.e., the persons who will carry out the development plan). A resume for each person must be attached which demonstrates the qualifications, experience, and role of each member in the proposed development of the Property and their collective and individual ability to carry out those roles, including their experience with similar development projects. References for each development team member must also be included. G. Development Experience—Included must be a description of the respondent's experience in property development and construction, projects currently underway and projects scheduled over the next three years with emphasis on projects similar to this proposal. Include client contact names and telephone numbers for any project(s) in the past five years. H. Financing and Financial Capacity — The respondent must indicate how the Property acquisition, development and construction will be financed. If financing will be provided by a lending institution, a pre-approval letter must be provided from the lender acknowledging that the respondent has sufficient financial resources to purchase, develop and complete the Project. The Town is willing to entertain proposals that have financing schemes that could involve public/private financing and related arrangements, especially if the use of such specific schemes better facilitate the attainment of the Town's financial and property use goals. L Development Plan — The respondent's proposal must include a detailed Development Plan in conformance'with the guidelines set forth in this RFP. J. Condition of Property— The respondent must represent and warrant that it, or its agents, have conducted a full inspection of the Property, and based on such investigation, is aware of the condition of the Property and will accept the Property "as is." The respondent must acknowledge that the Town has no responsibility for hazardous waste, oil, hazardous material or hazardous substances as those terms are defined under any applicable law, rule, or regulation, local, state, federal, or otherwise, on, in, under or emitting from the Property, or for any other condition or defect on the Property. Town of North Andover RFP Page 9 of 44 Purchase and Development—Former Bradstreet School III K. Time Frame — Respondents shall provide a development time line including permitting, design, construction phasing, completion, and occupancy schedules. L. Statement of Financial Benefit — Proposals should include a description of projected benefits, whether financial or otherwise, to the Town if the proposal is accepted. M. Submission of required statements and forms. 11. Development Plan The purchase price offered for the Property is an important consideration in the evaluation of proposals. Equally significant, however, is the extent to which proposals recognize and address Town objectives to optimize sale proceeds and annual tax revenues without sacrificing neighborhood integrity. Therefore, respondents must submit a Development Plan ("Plan") that provides a detailed analysis of their proposed use of the Property, which must include the following components: A. Narrative description of the Project concept focusing on land and building improvements and how they conform to zoning regulations; primary construction type or materials; residential unit types and sizes and numbers of each unit type and size. B. Conceptual site plan showing the perimeter lot lines of the parcel, proposed building footprint(s), parking, roads, sidewalks, pathways, landscaping, any utilities and easements, and other site and building improvements that contribute to the Project. C. Development impact analysis that provides a brief assessment of the positive and/or negative impacts that the Project will have on the Town and neighborhood and mitigation measures that will be taken to alleviate negative impacts. At a minimum, impact analyses shall address: -Air quality -Noise -Traffic -Public health and safety requirements -Municipal economic impact -Impact on municipal services D. Conceptual building plans and elevations. E. Conceptual landscape plans. F. Plan for temporary and permanent storm water and erosion control methods to be employed,maintained and made stable. G. Preliminary Project pro-forma including the expected range of residential unit sale prices or rental rates; a preliminary development budget and a financing plan. Town of North Andover RFP Page 10 of 44 Purchase and Development—Former Bradstreet School I H. Development time line from the award of the Project to the respondent, through design, construction and marketing to occupancy. I. Description of how the Project will be taken through the public review and permitting processes. J. Description of how Town objectives are incorporated into the Project. K. Financial benefits analysis that identifies how the Project will enhance Town revenues, and what other economic benefits, if any,will result. 12. Comparative Evaluation Criteria The intent of this Request for Proposal is to gather information upon which to base the selection of a proposal and development team for the development of the Property. The submittals will be evaluated to determine the developer most responsive to the Town objectives and the entity most highly qualified to implement the development based on the following criteria,'which are not listed in any particular order of priority. The following point schedule will be utilized: Highly advantageous 5 points Response excels on the specific criterion Advantageous 3 points Response meets evaluation standard for the criterion Least Advantageous 1 point Response does not fully meet the criterion or leaves a question or issue not fully addressed Does Not Meet 0 points * Does not address the criterion * Proposal is automatically eliminated from further consideration if"0 points" is received in any category. A. Qualifications and Experience of the Firm and/or Principals and Consultants 1) Staffing with strong team ''experience, including a history of prior working relationships among the principal respondent and all related consultants and subcontractors: • Highly advantageous: 4 or more projects as a team • Advantageous: 2-3 projects as a team • Least advantageous: 1 project as a team • Does not meet: 0 projects as a team 2) Demonstrated ability of the respondent to lead the development effort from predevelopment to full occupancy, specifically with regard to maintaining compliance with all applicable regulatory constraints: o Highly advantageous: 4 or more projects as a team o Advantageous: 2-3 projects as a team Town of North Andover RFP Page 11 of 44 Purchase and Development—Former Bradstreet School I� • Least advantageous: 1 project as a team • Does not meet: 0 projects as a team 3) Demonstrated cohesiveness of the project team to maintain its key principals and personnel in their respective roles through the duration of the project: • Highly advantageous: 4 or more projects as a team • Advantageous: 2-3 projects as a team • Least advantageous: 1 project as a team • Does not meet: 0 projects as a team 4) Level and quality of previous developments: • Highly advantageous: 4 or more projects as a team • Advantageous: 2-3 projects as a team • Least advantageous: 1 project as a team • Does not meet: 0 projects as a team 5) Financial capacity to complete the development in a timely manner, to be evaluated with regard to respondent's prior experience and history in real estate development and written assurances and commitments or letters of interest from prospective lenders: • Highly advantageous: 4 or more projects as a team • Advantageous: 2-3 projects as a team • Least advantageous: 1 project as a team • Does not meet: 0 projects as a team 6) Ability to be accountable on any matter affecting the Town's interest throughout development of the entire project: o Highly advantageous: 3 or more years of experience with municipalities o , Advantageous: '2-3 years of experience with municipalities o Least advantageous: 1 year of experience with municipalities o Does not meet: less than 1 year of experience with municipalities B. Demonstrated Compatibility with Town's Objectives and Development Considerations 1) Compatibility of developer's vision and development concept with Town's objectives • Highly advantageous: 3 or more municipal projects demonstrating successful integration of developer's vision and implementation with municipality's objectives similar to Town's objectives • Advantageous: 2 municipal projects demonstrating successful integration of developer's vision and implementation with municipality's objectives similar to Town's objectives Town of North Andover RFP Page 12 of 44 Purchase and Development—Former Bradstreet School • Least advantageous: 1 municipal project demonstrating successful integration of developer's vision and implementation with municipality's objectives similar to Town's objectives • Does not meet: no municipal projects demonstrating successful integration of developer's vision and implementation with municipality's objectives similar to Town's objectives 2) Quality and breadth of conceptual development proposals: o Highly advantageous: completeness of submission and at least 3 years of experience with similar projects o Advantageous: most of the material being provided and 2-3 years of experience with similar projects o Least advantageous: at least some of the material being provided and 1-2 years of experience with similar projects o Does not meet: some of the material being provided and less than 1 years experience with similar projects 3) Ability to adjust the development concept to address evolving design, conceptual alternatives,plans, specifications, and financial conditions: o Highly advantageous: exceptional ability to adjust to evolving design and development conditions demonstrated by experience with similar projects o Advantageous: ability to adjust to evolving design and development conditions demonstrated by experience with similar projects o Least advantageous:;some ability to adjust to evolving design and development conditions demonstrated by experience with similar projects o Does not meet: no ability to adjust to evolving design and development conditions demonstrated by experience with similar projects C. Demonstrated Ability to Implement Project Concept 1) Evidence of the ability of the development team to commence substantive pre- permitting work upon award of contract, including preparation of drawings and plans and applications for funding within thirty (30) days of selection, ability to implement the Land Development Agreement, and ability to accomplish the acquisition of the property following issuance of the required permits and evidence of a financing commitment: • Highly advantageous: exceeding the expectation of the Town's stated schedule • Advantageous: meeting the expectation of the Town's stated schedule • Least advantageous: not meeting the expectation of the Town's stated schedule 2) Evidence of availability of financial resources needed to begin pre-development and permit process work upon award of contract: Town of North Andover RFP Page 13 of 44 Purchase and Development—Former Bradstreet School II • Highly advantageous: exceeding the availability of financial resources needed for the project based on the developer's project budget and financing package • Advantageous: adequately meeting the availability of financial resources needed for the project based on the developer's project budget and financing package • Least advantageous: only meeting the availability of financial resources needed for the project based on the developer's project budget and financing package 3) Evidence of key staff members' abilities to undertake a project of the magnitude of the one proposed, including engineers, architects, managers and general contractors: • Highly advantageous: 4 or more projects as a team • Advantageous: 2 -3 projects as a team • Least advantageous: 1 project as a team • Does not meet: 0 projects as a team 4) Evidence of feasibility of proposed project, including finalizing a detailed budget that addresses environmental and permitting issues and financing issues. • Highly advantageous: exceptional feasibility analysis including budget issues, environmental and permitting issues and financing issues • Advantageous: adequate feasibility analysis including budget issues, environmental and permitting issues and financing issues • Least advantageous: incomplete feasibility analysis including budget issues, environmental and permitting issues and financing issues 13. Other Considerations A. The Town shall not be responsible for paying any broker's commission, or like compensation to a third party, and the respondent agrees to indemnify and hold the Town harmless from any claims for such compensation. B. References may be checked for all par-ties identified as participating on the development team. C. Respondents may submit more than one response to this RFP. However, each proposal to develop an individual;property or to develop combined properties must be a separate, complete package that can be considered independently. D. The Selectmen may amend or revise the RFP as a result of questions submitted by respondents or for any other reason that causes the Selectmen to believe it would be in the best interests of the Town to do so. Such amendments or revisions will be sent prior to the proposal opening date to all persons or firms who have been provided copies of the RFP. Town of North Andover RFP Page 14 of 44 Purchase and Development—Former Bradstreet School E. The Town will not be liable for any costs incurred by any respondents in the preparation and presentation of responses to this RFP or in the participation in views, interviews, negotiations or any other aspect of this RFP process. F. This RFP and the responses, including all warranties, commitments and representations made in the successful response shall be binding and shall become contractual obligations to be incorporated by reference in the Town's contract with the respondent, unless the Town in its sole discretion waives any such warranty, commitment or representation. G. The selection of a development team does not presume final approval of proposed plans. Submissions will be subject to the Town of North Andover development review process and all required approvals. H. Proposals may not be withdrawn, amended or modified for a period of one hundred eighty(180) days from the deadline for submission of proposals. 14. Selection Criteria and Project Award Each proposal will be evaluated and scored based on the proposal's responsiveness to Town interests, including, but not limited to, the Design Objectives, and other selection criteria as specified in this RFP. The statement of qualifications of each respondent will be reviewed and scored to identify those who possess the development and construction experience, good standing in the industry, the financial stability and capacity to carry the Project to completion and meet the Town's Design Objectives and commitment to maintain the integrity of the neighborhood. The respondent selected by the Selectmen will be given exclusive rights to negotiate with the Town the terms of the Property purchase and a Development Plan. If, at any time, such negotiations are not proceeding to the satisfaction of the Town, in its sole discretion, then the Town may chose to terminate said,negotiations. The Selectmen may select another respondent with whom to initiate negotiations. 15. Purchase and Sale Agreement The respondent who is awarded the Project shall be required to enter a Purchase and Sale Agreement (Appendix D) with the Town for the Property which agreement shall incorporate the terms and conditions of this RFP, shall contain provisions customary to purchase and sale agreements under similar circumstances, and shall incorporate, by reference, the Land Development Agreement agreed to between the Town and the successful respondent. The Purchase and Sale Agreement shall be executed within ninety (90) days of the award of the Project. Further included shall be: a. The purchase price; b. Requirements for a deposit which, with the proposal security, shall be equal to ten (10%)percent of the purchase price; Town of North Andover RFP Page 15 of 44 Purchase and Development—Former Bradstreet School I C. A clause affirming the conditions upon which a closing will occur. Once said conditions have been met to the satisfaction of the Town, the closing shall occur within thirty(30) days, time being of the essence; d. A clause stating that the use of the Property shall be restricted to the use, scale and design presented in the respondent's proposal, which proposal shall be incorporated by reference, in its entirety within the P&S; e. A statement that the proposed Land Development "'Agreement shall be incorporated by reference, in its entirety, within the P&S; and f. A provision that the Property will be conveyed subject to a right of reversion reserved by the Town, or shall be subject to such other provision that ensures that the future use and occupancy of the Property shall be in accordance with this RFP. Such provision shall remain in effect until such time as the developer obtains financing to complete development of the Project. 16. Land Development Agreement At the closing on the Property, the Town of North Andover and the developer who is awarded the Project shall execute and record a Land Development Agreement (LDA). The LDA shall be negotiated, and the terms thereof agreed upon, in conjunction with the negotiation of the P&S. The LDA shall be recorded with the deed from the Town to the developer. The LDA shall incorporate the Respondent's Development Plan submitted with its RFP, and shall otherwise include,but not necessarily be limited to, the following: A. Identification of the parties; description of the Property and an affirmation of the award of the Project to the respondent. B. A statement of the developer's obligation to develop, construct and otherwise use the Property in accordance with the RFP. C. Developer's acknowledgement that it will be solely responsible for securing all necessary approvals, licenses and permits required by government authorities; complying with all applicable state statutes, by-laws, codes and regulations, and providing quality workmanship and using new materials of high quality. D. A statement that the developer will not permit any mechanic's liens or similar liens to be imposed or remain on the Property for more than sixty(60) days. E. A statement of the developer's rights relative to the sale, assignment or refinancing of the Property. F. A statement of the developer's obligations relative to insurance on the Property. Town of North Andover RFP Page 16 of 44 Purchase and Development—Former Bradstreet School I �I G. General provisions that address the Town's right of access to the Property for the purpose of inspection. I H. A statement acknowledging the developer's responsibility for all development and construction costs. I. A statement of the developer's obligations to mitigate neighborhood impact of the Project from the development phase through to the issuance of a certificate(s) of occupancy. J. A statement of the respective rights, obligations and remedies of the Town in the event of default by the developer. K. A statement of the developer's financial obligations in the event that the Town finds it necessary to enforce the LDA through legal proceedings. L. A statement of those circumstances under which the developer shall indemnify the Town. M. Provisions that address notices, waivers, term of the agreement, binding of parties, exclusivity of written agreement and governing law. Town of North Andover RFP Page 17 of 44 Purchase and Development—Former Bradstreet School i I APPENDIX A: ARTICLE 27 of 2012 ANNUAL TOWN MEETING �I Article 27. Sale of Public Buildings-Bradstreet School Main Street. To see if the Town will vote to transfer the care, custody, management and control of the land and building formerly known as the Bradstreet School and located on Main Street, North Andover, identified on the Town's Assessor's maps as: Map 29, Block 23, Lot 0, from the Board of Selectmen for the purposes for which such land is currently held to the Board of Selectmen for the purposes of sale of the building and to authorize the Board of Selectmen to sell the parcel of land per the provisions of Massachusetts General Law Chapter 30B, and further that the Board of Selectmen approve any other restrictions, including restrictions on use, that are in the best interests of the Town and that would effectuate the purposes of providing the maximum benefit to the Town from the proposed sale of the property, upon such terms and conditions as the Board of Selectmen may deem appropriate and necessary; Moved and Voted Unanimously on June 4,2012 Town of North Andover RFP Page 18 of 44 Purchase and Development—Former Bradstreet School Commercial Property Record Card#1 of 1 Parcel Year:2013 PARCEL—ID: 210/029.0-0023-0000.0 MAP 029.0 BLOCK 0023 LOT 0000.0 PARCEL ADDRESS: BRADSTREET SCHO as of 8/22/2012 PARCEL INFORMATION Use-Code: 903 Sale Price: 0 Book: Tax Class: E Sale Date: 1/1/1000 Page: Tot Fin Area: 13016 Sale Type: Cert/Doc: Tot Land Area: 1.15 Sale Valid: N Owner#1: TOWN OF NORTH ANDOVER Grantor: Owner#2: Address#1: 120 MAIN STREET Inspect Date: 4/18/2005 Road Type: T Exempt-B/L%: 0/0 Address#2: Meas Date: 4/18/2005 Rd Condition: P Resid-1311 %: / NORTH ANDOVER MA 01845 Entrance: X Traffic: M Gomm-B/L%: / Collect ID: RRC Water: Indust-B/L%: / Inspect Reas: C Sewer: Open Sp-B/L%: / COMMERCIAL SECTIONSIGROUPS LAND INFORMATION NBHD CODE: 35 NBHD CLASS: 5 ZONE: GB Section: Section: Section: Section: Seg Type Code Method Sq-Ft Acres influ-1/2/3 Value Class ID Use-Code ID Use-Code ID Use-Code ID Use-Code 1 P 903 S 43560 1 N 174240 R 101 903 2 R 903 A 0.15 N 1140 R Category: 5 Category: Category: Category: Grnd-Fl-Area: 6508 Grnd-Fl-Area: Grnd-Fl-Area: Grnd-Fl-Area: Story Height: 2 Story Height: Story Height: Story Height: Bldg-Class: C Bldg-Class: Bldg-Class: Bldg-Class: Eff-Yr B 1915 Eff-Yr B Yr-Buflt: Yr-Built: DETACHED STRUCTURE INFORMATION Cost Bldg: 1978 Cost Built: Cost Built: Cost Eff-Yr-Built: Str Unit Msr-1 Msr-2 E-YR-Blt Grade Cond %Good P/F/E/R Cost Class Cost Bidg: 1813600 Cost Bldg: Cost Bldg: Cost Bldg: AS S 20000 1980 A A 11178 38200 3 Groups(2): Id Cd B-FL-A Firs Unt Id Cd B-FL-A Firs Unt Id CdB FL-A Firs Unt Id Cd B-FL-A Firs Unt 1 5006508 2 1 2 501 6508 1 1 VALUATION INFORMATION Current Total: 1893500 Bldg: 1717800 Land: 175700 MktLnd: 175700 SKETCH Prior Tot: 1893500 Bldg: 1717800 Land: 175700 MktLnd: 175700 PHOTO 38 30 28 54. -- 34 FU FM1B - I 6508 Sq.Ft, 14 38 38 84 BRADSTREET SCHOOL APPENDIX C: `MEETS AND BOUNDS' DESCRIPTION A certain parcel of land with the buildings thereon, situated in North Andover, County of Essex, Commonwealth of Massachusetts and being shown as Lot 1 on a plan entitled "Plan of Land located at Bradstreet School, North Andover, Ma., prepared for Town of North Andover, Date: 9/11/12, Scale: V=30'. Said premises being bounded and described as follows: Beginning at the southerly corner at Main Street and land now or formerly of Pacific Main Street LLC and thence by Main Street N44-03-24W a distance of 198.62 feet to land now or formerly of J.A.M. Realty Trust Corp. Thence by land now or formerly of said J.A.M. Realty Trust Corp. N52-05-06E a distance of 79.06 feet. Thence by land now or formerly of said J.A.M. Realty Trust Corp. and land now or formerly of Ehteram L. Vakili N62-33-36E a distance of 231 .03 feet to Saunders Street. Thence by said Saunders Street S44-02-24E a distance of 119.78 feet to land now or formerly of R and C Safi Realty Trust. Thence by land now or formerly of said R and C Safi Realty Trust and land now or formerly of Deutsche Bank National Trust Co. S45-57-36W a distance of 150.00 feet. Thence by land of Pacific Main Street LLC previously mentioned to said Main Street S44-16-46W a distance of 150.01 feet to the point begun at. All as shown on said plan and containing 49,086 S.F. or 1 .1269 acres. CHRISTIANSEN&SERGI,INC PROFESSIONAL ENGINEERS AND LAND SURVEYORS 160 SUMMER STREET,HAVERUH L,MA 01830 Town of North Andover RFP Page 20 of 44 Purchase and Development—Former Bradstreet School FOR REGISTRY USE ONLY STONE tlOUNB FOUNU W?H BRILL HOLE REFERENCE DEEDS -s SAUNDERS PUBLIC ST STONED OUNB FDUND WITH 1.DEED FROM EBEN SUTTON TO THE TOWN OF NORTH ANDOVER RECORDED AT G� 7�9sYM �B2"lv 2"90 BOOK 82 PAGE 88 ON JULY 10,1885 a <qN?, S 44°02'24'E- S 44°0224"E 2.DEED FROM EBEN SUTTON TO THE 118.78' 150.10'(MEAS.) v q INHABITANTS OF THE TOWN OFNORTH Q 150.00'REF.PLAN2 (, C� ANDOVER RECORDED AT BOOK 124 PAGE `� IRON ROD P 144 ON APRIL 3,1893. V FDUNB a m p N/F � N/F I' RAND C SAFI R.T. „1 )CERTIFY THAT THIS PLAN CONFORMS TO 3.DEED FROM THE TOWN OF NORTH EHTERAML VAKILI BOOK 5237PAGE201 THE RULES AND REGULATIONS OF THE ANDOVER TO JOHN BONELLI ETAL BOOK 5658 PAGE208 MAP 29 PARCEL 55 REGISTER OF DEEDS. RECORDED AT BOOK 906 PAGE 452 ON MAP 29 PARCEL 18 Z DECEMEBER 8,1959. tj DATE 4.DEED FROM THE TOWN OF NORTH g o� ANDOVER TO JOSEPH B.DUFRESNE RECORDED AT BOOK 337 PAGE 419 ON 1 STORY DECEMEBER 16,1913. \ / WOOD v p,4'� IRON PIPE /CERTIFY THAT THE PROPERTYLINES SHOWN ARE THE ADDITION FouNB LINES DIVIDING EXISTING OWNERSHIPS,AND THE LINES OF h STREETS AND WAYS SHOWN ARE THOSE OF PUBLIC OR 41 �� z PRIVATE STREETS OR WAYS ALREADY ESTABLISHED,AND - 2 I N/F NO NEW LINES S ARE SHOWN.FOR DIVISION OFEXISTING OWNERSHIPS OR ^, 0 2 FOR NEW WAY tic DEUTSCHE BANK NATIONAL ry h TRUST CO CHAPTER 41 SECTION SIX 2 �W BOOK 4186 PAGE 311 MAP 29 PARCEL 24 o= � c 2}STORY BRICK REF.DEED2 BUILDING aEF.REED l s MICHAEL J.SERGI P.L.S. DATE Ll FORMERLY o�3\ "BRADSTREET SCHOOL" �.�F -.! THE CERTIFICATION SHOWNABOVE IS INTENDED TO MEET IRONPIPE REG ISTHATIONREQUIHEMENTSANDISNOTA CERTIFICATION FOUND TO TITLE OR OWNERSHIP OF PROPERTY SHOWN-OWNERSHIP OFADJOINING PROPERTIES ARE ACCORDING TO ASSESSORS RECORDS. N/F � JA.MREAL TY TRUST CORP N/F BOOK 9251 PAGE I PACIFIC MAINSTLLC MAP 29 PARCEL 19 ti BOOK 10802 PAGE 134 o°a MAP29PARCEL25 LOT I PLAN OF LAND I AREA=49,086 S.F r r W m AREA=1.1269 AC o III LOCATED AT S DEED4. o LL BRADS EEREFERENCE TREET SCHOOL m$W vl I sEE REFCaENCB BEER 9. , _ STONEBOUNB NORTH ANDOVER MA. � n I FOUND WITH I PIN l PADVEMENT PREPARED FOR —N4198.62,W B44'p222°E— TOWN OF NORTH ANDOVER 198.62' - 40706' 30 0 30 60 FT REFERENCE PLANS MAIN PUBLIC-E.C.L.0.1896 STREET DATE:9111112 SCALE:1"=30' 1.N.ER.D.PLAN BOOK 120 PAGE 600.PLAN OF LAND BELONGING TO EBEN SUTTON ESQ.DATED AUG.1892 BY R.A.HALE. 2.ESSEX COUNTY LAYOUT 1604 DATED JAN24,1896 BY ASSESSORS REFERENCE , �--� PROFESSIONAL ENGINEERS&LAND SURVEYORS R.A.HALE CHRISTIANSEN&SERGI,INC. MAP 29 LOT 23 \ � '� 160 SUMMER STREET,HAVERHILL,MASSACHUSETTS 01830 S.N.E.R.D.PLAN 3977.PLAN OFA PARCEL OFLAND/N NORTH / WWW.CSI-ENGR.COM TEL.978,373-0310 FAX.978-372-3960 ANDOVER,MASS.OWNED BY THE TOWN OF NORTH ANDOVER BYRALPH B.BRASSEUR DATED JUNE 20,1958. DWG.NO.12061.001.006 APPENDIX D: PURCHASE AND SALE AGREEMENT Agreement made as of this day of , 2013,by and between The Town of North Andover, a Massachusetts Municipal Corporation with its usual place of business at 120 Main Street,North Andover,MA 01845 (hereinafter called"SELLER") and (hereinafter called"BUYER"). 1. Description. SELLER agrees to sell and BUYER agrees to buy the premises in North Andover, Massachusetts, known as the former Bradstreet School and located at 70 Main Street, North Andover, MA 01845, more particularly described in Exhibit A attached hereto and made a part hereof(hereinafter referred to as "the Premises"). 2. Deed. The Premises are to be conveyed by a good and sufficient Quitclaim Deed in the form attached hereto as Exhibit B,running to BUYER and said deed shad convey a good and clear record and marketable title thereto, free from encumbrances, except a. Provisions of existing building and zoning laws and subdivision laws; b. Such real estate taxes for the fiscal year ending June 30, 20 as are not due and payable on the date of the delivery of such deed; C. Any liens for municipal betterments assessed after the date of this Agreement; d.` Easements and restrictions of record insofar as the same will not materially interfere with the current use of the Premises; and e. Restrictions on re-use and design as described in the Land Development Agreement attached hereto as Exhibit F, and referred to in Paragraph 21 hereof. The Buyer shall cause to be prepared, at its sole expense, a plan of the Premises suitable for recording at the Registry of Deeds, which will be recorded with the Deed from the Seller to the Buyer. Town of North Andover RFP Page 22 of 44 Purchase and Development—Former Bradstreet School 3. Purchase Price. The agreed Purchase Price for the Premises is Dollars of which Dollars have been paid as a deposit this day(10% of Purchase Price). The balance of the purchase price shall be paid in full at the time of delivery of the deed in cash, or by certified, cashier's, treasurer's, or bank check. 4. Delivery of Deed. Such deed is to be delivered and the balance of the Purchase Price paid at ten o'clock A.M. on the date designated as the Closing Date in the Notice delivered from the Seller to the Buyer referred to in Paragraph 20 of this Agreement (Original Closing Date) at the offices of the North Essex District Registry of Deeds, unless otherwise agreed upon in writing. It is agreed that time is of the essence of this Agreement. In no event, however, shall the Closing Date be later than unless agreed to in writing by the Buyer and the Seller.. 5. Possession and Condition of Premises. Full possession of the Premises, free of all tenants and occupants, is to be delivered at the time of delivery of the deed, said premises to be then in the same condition as they now are, reasonable use and wear thereof excepted. The Buyer shall be entitled to personally inspect said premises prior,to the delivery of the deed in order to determine whether the condition thereof complies with the terms of this clause. 6. Extension to Perfect Title and Satisfy Conditions. BUYER shall notify SELLER by as to any title defects or other conditions of BUYER's obligation to purchase which SELLER may be unable to perform or satisfy on the Closing Date. If SELLER shall be unable to give title or to make conveyance, or to deliver possession of the Premises, or the Premises do not conform with the provisions hereof, then any payment made under this agreement shall be refunded and all other obligations of the parties hereto shall cease and this Agreement shall be void and without recourse to the parties hereto, unless SELLER elects to use reasonable efforts as determined solely by the SELLER, to remove any defects in title, or to deliver possession as provided herein, or to make the Town of North Andover RFP Page 23 of 44 Purchase and Development—Former Bradstreet School I Premises conform to the provisions hereof, as the case may be, in which event the SELLER shall I give written notice to the BUYER at or before the time for performance hereunder and thereupon, and the date for closing shall be extended for a period of 30 days to the Extended Closing Date. If on the Extended Closing Date SELLER, having used such efforts, shall have failed so to remove any defects in title, deliver possession, or to make the Premises conform, as the case may be, all as herein agreed, then, at BUYER's option, this Agreement shall be terminated, any payments made under this agreement shall be forthwith refunded, and all other obligations of all parties hereto shall cease and this Agreement shall be void and without recourse to the parties hereto. 7. Buyer's Election to Accept Title. BUYER shall have the election, at the Original Closing Date or the Extended Closing Date, to accept such title as SELLER can deliver to the Premises in their then condition; in which case SELLER shall convey such title, and BUYER shall pay the agreed purchase price without deduction. 8. Acceptance of Deed. The acceptance of a`deed by BUYER +shall be deemed to be a full performance and discharge of every agreement and obligation herein contained or expressed, except such as are, by the terms hereof and in the Land Development Agreement incorporated by reference herein, to be performed after the Closing Date. 9. ` Buyer"s Default—Damages If BUYER shall fail to fulfill BUYER's agreements herein, including without limitation, BUYER's failure to pay the balance of the agreed purchase price on the Original Closing Date or the Extended Closing Date, all deposits paid hereunder by the BUYER shall be retained by the SELLER as liquidated damages unless within thirty days after the time for performance of this agreement or any extension hereof,the SELLER otherwise notifies the BUYER in writing. 10. Adiustments. Water and sewer charges, and taxes for the then current fiscal year, shall be apportioned and adjusted, as of the day of performance of this agreement and the net amount thereof shall be added Town of North Andover RFP Page 24 of 44 Purchase and Development—Former Bradstreet School to or deducted from, as the case may be, the purchase price payable by the BUYER at the time of delivery of the deed. The BUYER shall pay at closing as a condition precedent to the delivery of the deed from the SELLER a Pro Forma Real Estate Tax in accordance with the provisions of M.G.L. Chapter 59, Section 2C. 11. Liability of Trustees or Fiduciaries If the SELLER or BUYER executes this agreement in 'a representative or fiduciary capacity, only the principal of the estate represented shall be bound, and neither the SELLER or BUYER so executing, nor any shareholder or beneficiary of any trust, shall be personally liable for any obligation, express or implied,hereunder. 12. Buyer's Warranties. BUYER warrants and represents to SELLER that BUYER has fall right, power and authority to enter into and become bound by this Agreement and that the person executing this Agreement has been duly authorized by all necessary action and has full, right, power and authority to execute and deliver this Agreement on behalf of BUYER. 13. Representation as to Brokers. BUYER and SELLER each represents to the other that it has not dealt with any broker or any other person in connection with this purchase of the Premises and agree that each will hold harmless and indemnify the others from any loss, cost, damage, liability, claim or expense, including reasonable attorneys' fees, incurred by BUYER or SELLER, as the case may be, for a commission or finder's fee as a result of the falseness of this representation. 14. Buyer's Investigation and Use of Premises Until the Original Closing Date or Extended Closing Date BUYER and its agents, employees and contractors shall have the right, from time to time, at BUYER's sole cost, expense, risk and hazard and in all such manner as BUYER may reasonably determine, and upon prior notice Town of North Andover RFP Page 25 of 44 Purchase and Development—Former Bradstreet School to the SELLER, without damage being imposed upon the Premises, to enter upon the Premises to make, or cause to be made, engineering and development findings in respect thereto, including (without limitation) surveying, conducting test borings in order to determine subsoil conditions of ledge, peat or other soft materials,the making of tests to determine the presence of oil or hazardous or toxic materials, and, in general, conducting other soil tests, analyses and studies of the Premises. SELLER agrees to cooperate with BUYER, in all reasonable respects, but at reasonable times and frequencies and at no cost to SELLER. In consideration of the foregoing BUYER agrees (a) to indemnify and save SELLER harmless from and against all loss,,demands, causes of action, costs and expenses, claims, liability or damage, including reasonable attorneys fees, caused by or related to any and all entries and activities as aforesaid by BUYER or BUYER's agents, employees, licensees and contractors; and (b) as soon as practicable after any excavation to restore the surface and subsurface of the Premises to substantially the same condition as they were in immediately prior to such excavation, it being understood and agreed that neither the rights of BUYER under this paragraph nor the exercise of such rights shall affect SELLER'S representations and warranties under this Agreement. 15. Notices. Any notices required to be made pursuant to this Agreement shall be effective and deemed duly given if in writing and either delivered in hand or sent by(a)registered first class mail,postage prepaid,return receipt requested,(b) overnight express courier or(c) facsimile,to: if to BUYER: - With a copy sent in the same manner to: if to SELLER: - Town Manager North Andover Town Hall 120 Main Street North Andover,MA 01845 with a copy Attorney Carol H. McGravey sent in the Urbelis&Fieldsteel,LLP same manner to: - 155 Federal Street Boston,MA 02110 Town of North Andover RFP Page 26 of 44 Purchase and Development—Former Bradstreet School 16. Closinst Documents. At the Original Closing Date or Extended Closing Date, SELLER shall execute and deliver to BUYER the following documents: a. The deed called for in paragraph 2. b. Such other instruments as BUYER may reasonably have requested for the purpose of carrying out the transaction contemplated by this Agreement. At the original Closing Date or the Extended Closing Date,,BUYER shall execute and deliver to SELLER the following documents: a. Certificate Required by M.G.L. c. 7, § 40J. b. Tax Compliance Certificate required by M.G.L. c. 62C, Section 49A. C. Non-Collusion Certificate in the form attached hereto as Exhibit D. d. Such other instruments as SELLER may reasonably have requested for the purpose of carrying out the transaction contemplated by this Agreement. 17. Disclaimer of Warranties and Representations. The BUYER acknowledges that the BUYER has not been influenced to enter into this transaction nor has the BUYER relied upon any warranties or representations not set forth or incorporated in this Agreement. 18. Governing Law. This Agreement shall be governed by Massachusetts law. 19. Request for Proposals Incorporated. The Terms and Conditions of the Request for Proposals issued by the Town of North Andover on ,2012 are incorporated herein by reference. 20. Conditions of Closing. The Seller shall not be obligated to deliver the Deed to the Buyer until the Buyer has satisfied the following conditions: (List of Conditions) Town of North Andover RFP Page 27 of 44 Purchase and Development—Former Bradstreet School The Buyer shall submit evidence acceptable to the Seller that such conditions have been satisfied no later than (date). Seller shall notify the Buyer whether such evidence is satisfactory and the Original Closing Date shall be the date contained in the Notice from the Seller to the Buyer (Notice)which Original Closing Date shall be no later than 30 days from the date of said Notice. 21. The use of the Premises shall be restricted to the use, scale and design presented in the Buyer's proposal dated which Proposal is hereby incorporated by reference, in its entirety, in this Agreement. 22. The Land Development Agreement attached hereto as Exhibit F is hereby incorporated by reference, in its entirety, in this Agreement. 23. The Property will be conveyed subject to a right of reverter reserved by the Town, or shall be subject to such other provision that ensures that the future use and occupancy of the Property shall be in accordance with this Agreement, the RFP, the Proposal, and the Land Development Agreement. Such provision shall remain in effect until such time as the developer obtains financing to complete development of the Project. 24. Land Development Agreement. The Seller and the Buyer shall execute and record with the Deed the Land Development Agreement (LDA) which is attached hereto and hereby incorporated by reference. 25. The Buyer and the Seller further acknowledge that notwithstanding anything to the contrary contained herein, this Agreement shall not be considered a binding agreement until Buyer has fully complied with the thirty (30) day publication period set forth in G.L. c. 30B, Section 16(e)(2), the Disclosure of Beneficial Interests form required by G.L. c. 7, Section 40J has been executed and filed, and until this Agreement has been authorized by the Board of Selectmen. The provisions of this Paragraph shall survive the delivery of the deed. Town of North Andover RFP Page 28 of 44 Purchase and Development—Former Bradstreet School BUYER: SELLER: Town of North Andover By: By: Town of North Andover RFP Page 29 of 44 Purchase and Development—Former Bradstreet School EXMBiT A Property Description Town of North Andover RFP Page 30 of 44 Purchase and Development—Former Bradstreet School EXMBIT B DEED The Town of North Andover, a Massachusetts municipal corporation ("Grantor"), for consideration paid and in full consideration of ($ ) Dollars, grants to of ("Grantee"), with QUITCLAIM COENANTS, the real property in North Andover,Essex County,Massachusetts, described in Exhibit A attached hereto. The Grantee has paid a Pro Forma Tax to the Grantor in accordance with the provisions of M.G.L. Chapter 59, Section 2C. WITNESS the execution hereof under seal this day of ,2013 Town of North Andover, By: Selectman Selectman Selectman Selectman Selectman Town of North Andover RFP Page 31 of 44 Purchase and Development—Former Bradstreet School Street Address of Property: Post Office Address of Grantee: Commonwealth of Massachusetts Essex, ss. ,20 On this day of , 2013 , before me, the undersigned notary public, personally appeared Selectman for the Town of North Andover, proved to me through satisfactory evidence of identification, which were , to be the person whose name is signed on the preceding attached document, and acknowledged to me that he/she signed it voluntarily for its stated purpose as Selectman for the Town of North Andover. " Notary Public My Commission Expires: (SEAL) Town of North Andover RFP Page 32 of 44 Purchase and Development—Former Bradstreet School EXHIBIT C CERTIFICATE OF COMPLIANCE WITH TAX LAWS Pursuant to Massachusetts General Laws, Chapter 62C, Section 49A, I certify under the penalties of perjury that I have filed all Massachusetts state tax returns; have complied with all Massachusetts laws relating to taxes; and have paid all Massachusetts state taxes required under law; and that the Federal Social Security number for the undersigned is Dated: ,2013 BUYER BUYER Town of North Andover RFP Page 33 of 44 Purchase and Development—Former Bradstreet School EXHIBIT D CERTIFICATE OF NON-COLLUSION The undersigned certifies under the penalties of perjury that the foregoing Agreement has been obtained in good faith and without collusion or fraud with any other person (as used in this certification, the word "person" shall mean any natural person, business, partnership, corporation, union, committee, club, or other organization, entity, or group of individuals). i Dated: ,2013 BUYER BUYER Town of North Andover RFP Page 34 of 44 Purchase and Development—Former Bradstreet School EXHsiT E DISLCOSURE OF BENEFICIAL INTERESTS IN REAL PROPERTY TRANSACTION This form contains a disclosure of the names and addresses of all persons with a direct or indirect beneficial interest in the real estate transaction described below. This form must be filed with the Massachusetts Division of Capital Planning and Operations, as required by M.G.L. c. 7, § 40J,prior to the conveyance of or execution of a lease for the real property described below. Attach additional sheets if necessary. 1. Public agency involved in this transaction: Town of North Andover 2. Complete legal description of property: 3. Type of Transaction: ❑ Sale ❑ Lease or Rental for (term) 4. Seller(s)or Lessor(s): Town of North Andover Purchaser(s)or Lessee(s): 5. Names and addresses of all persons who have or will have a direct or indirect beneficial interest in the real property described above. NOTE: if a corporation has, or will have a direct or indirect beneficial interest in the real property, the names of all stockholders must also be listed except that, if the stock of the corporation is listed for sale to the general public, the name of any person holding less than ten percent of the outstanding voting shares need not be disclosed. Name Address None of the persons listed in this section is an official elected to public office in the Commonwealth of Massachusetts except as noted below: Name Title or Position Town of North Andover RFP Page 35 of 44 Purchase and Development—Former Bradstreet School 6. This section must be signed by the individual(s) or organization(s) entering into this real property transaction with the public agency named in item 1. If this form is signed on behalf of a corporation,it must be signed by a duly authorized officer of that corporation. The undersigned acknowledges that any changes or additions to item 4 of this form during the term of any lease or rental will require filing a new disclosure with the Division of Capital Planning and Operations within 30 days following the change or addition. The undersigned swears under the pains and penalties of perjury that this form is complete and accurate in all respects. Signature: Signature: Printed Name: Printed Name: Title: Title: Date: Date: Town of North Andover RFP Page 36 of 44 Purchase and Development—Former Bradstreet School APPENDIX E: PRICE PROPOSAL FORM Price Proposal Offer: Print/type your price proposal amount above in number form Print/type your price proposal amount above in written form Note: Both the number form and the written form should indicate the same total amount. If there is a conflict between the number form and the written form amounts, the written form will control. Addenda are acknowledged: Signature Respondent's Name Respondent's Address Respondent's Phone Fax Name of Person Authorized to sign Price Proposal Title of Person Authorized to sign Price Proposal Signature of Above Person Town of North Andover RFP Page 37 of 44 Purchase and Development—Former Bradstreet School Respondent Entity Disclosure Statement Give full names and residences of all persons and parties interested in the foregoing proposal: (Notice: Give first and last name in full; in case of a corporation give names of President and Treasurer; in case of a limited liability company give names of the individual members, and, if applicable, the names of all managers; in case of a partnership or a limited partnership, all partners, general and limited and, in case of a trust, all trustees) NAMES ADDRESSES ZIP CODE Kindly furnish the following information regarding the Respondent: (1) If a Proprietorship Name of Owner: ADDRESS ZIP CODE TEL# Business: Home: (2) If a Partnership, full names and address of all partners: NAMES " ADDRESSES ZIP CODE BUSINESS ADDRESS ZIP CODE TEL# Town of North Andover RFP Page 38 of 44 Purchase and Development—Former Bradstreet School (3) If a Corporation Full Legal Name: State of Incorporation: Principal Place of Business: ZIP CODE TEL# Qualified in Massachusetts: Yes No Place of Business in Massachusetts: ZIP CODE TEL# Admitted in Massachusetts: Yes No Place of Business in Massachusetts: ZIP CODE TEL# (4) If a Limited Liability Company Full Legal Name: State of Formation: Principal Place of Business: ZIP CODE TEL# Qualified in Massachusetts: Yes No Place of Business in Massachusetts: ZIP CODE TEL# Admitted in Massachusetts: Yes No Place of Business in Massachusetts: ZIP CODE TEL. # Town of North Andover RFP Page 39 of 44 Purchase and Development—Former Bradstreet School (5) If a Trust Full Legal Name: Recording Information: State of Formation: Full names and address of all trustees: NAMES ADDRESSES ZIP CODE Authorized Signature of Respondent: Title: Date: Town of North Andover RFP Page 40 of 44 Purchase and Development—Former Bradstreet School CERTIFICATIONS CERTIFICATE OF NON-COLLUSION The undersigned certifies under penalties of perjury that this bid or proposal has been made and submitted in good faith and without collusion or fraud with any other person. As used in this certification, the word "person" shall mean natural person, business,,partnership, corporation, committee,union, club or other organization, entity, or group of individuals. Signature Date Print Name & Title Company Name CERTIFICATE OF TAX COMPLIANCE Pursuant to Chapter 62C of the Massachusetts General Laws, Section 49A (b), I authorized signatory for Name of individual Name of contractor do hereby,certify under the pains and penalties of perjury that said contractor has complied with all laws of the Commonwealth of Massachusetts, and the Town of North Andover, relating to taxes, permit or other fees, reporting of employees and contractors, and withholding and remitting child support. Signature Date Town of North Andover RFP Page 41 of 44 Purchase and Development—Former Bradstreet School CERTIFICATE OF VOTE At a duly authorized meeting the Board of Directors of the held on it was VOTED, THAT (Name) (Officer) of be and hereby is authorized to execute contracts and bonds in the name and on behalf of said , and affix its corporate seal hereto; and such execution of any contract or obligation in the name of on its behalf by such officer under seal of , shall be valid and binding upon I hereby certify that I am the clerk of the above named and that 'is the duly elected officer as above of said and that the above vote has not been amended or rescinded and remains in full force and effect as the date of this contract. (Date) (Clerk) Town of North Andover RFP Page 42 of 44 Purchase and Development—Former Bradstreet School Memorandum of Agreement between Town of North Andover ("Town") and International Brotherhood of Police Officers,Local 454 ("Union") This Memorandum sets forth the material terms of a successor collective bargaining agreement reached between the Union's and the Town's negotiating teams, subject to ratification by the Union membership and the Board of Selectmen, and funding by Town Meeting as required by law. The negotiating teams shall sponsor and support such ratification. For purposes of further negotiations and/or impasse procedures,this Memorandum shall be considered off-the- record until such ratifications occur. Failing such ratification, both parties will be free to revert to i their on-the-record positions. 1. Article 7: Salary Schedule, Section A-Compensation I Effective July 1, 2012 2.50% I Effective July 1, 2013 1.75% I I Effective July 1, 2014 1.75% 2. Article 19: Vacation Leave—Amend Section G by adding: "As of January 1, 2015, vacation carryover shall not exceed two (2) weeks for all members." 3. Article 23: Terminal Leave—amend Section A, paragraph 4 by adding: "Employees I hired by the Town of North Andover after July 1, 2012 and subsequently promoted into the bargaining unit shall be limited to a maximum terminal leave payment of 25 days of I pay " 1 j I� I 4. Article 25: Uniform Allowance—modify Section B by adding, "Effective July 1, 2013, the system of an annual uniform allowance subject to reimbursement shall be discontinued, and in its place the Town shall pay a lump sum, subject to tax withholding as required by law. Payment will be included in the first bi-weekly paycheck issued in August of each year. " Modify Section C by deleting current sentence and add, "Effective July 1, 2012,the I annual clothing allowance shall be $1,100. Effective July 1, 2013,the annual clothing allowance shall increase to $1,300." 5. Article 33: Weapons Proficiency—modify Section B by deleting the second sentence: "However, for lieutenants appointed on January 1, 2001 or thereafter, the second weapons qualification session, conducted outside scheduled work hours, shall be required as a condition of employment and therefore will not be compensated as overtime." 6. Article 35: Duration of Agreement—July 1, 2012 through June 30, 2015 7. Accreditation Stipend. In consideration of the Union's agreement to the Town Proposals contained in this Memorandum of Agreement, and in consideration of the �I North Andover Police Department having and maintaining State Accreditation,the Town agrees to pay an annual stipend to all officers as follows: In FY13, $500 payable in the first payroll subsequent to execution of the agreement; and in FYI and thereafter, $750 payable in the first payroll of the respective fiscal year. It is understood that such payments are contingent on the Department maintaining accreditation in accordance with i applicable state standards. I I 2 i�l Dated this 18"'day of September, 2012 I.B.P.O.,Local 454 TOWN OF NORTH ANDOVER, By its To n M ager i Lieute an Jo Carney, Presid nt Andrew W. Maylor I i I 3 WE COWWOOMVEALW Off'M.,7SSAMVSEr17S WILLIAM FRANCIS GALVIN SECRETARY OF THE COMMONWEALTH SS. ESSEX To either of the Constables of the Town of North Andover GREETING: In the name of the Commonwealth,you are hereby required to notify and warn the inhabitants of said town who are qualified to vote in State Elections to vote at: PRECINCTS ONE TO EIGHT(1,2,3,4,5,6,7,8) NORTH ANDOVER HIGH SCHOOL 430 OSGOOD STREET NORTH ANDOVER ON TUESDAY,THE SIXTH DAY OF NOVEMBER,2012 FROM 6:00 AM to 8:00 PM FOR THE FOLLOWING PURPOSE: ELECTORS OF PRESIDENT AND VICE PRESIDENT FOR THIS COMMONWEALTH SENATOR IN CONGRESS FOR THIS COMMONWEALTH REPRESENTATIVE IN CONGRESS SIXTH CONGRESSIONAL DISTRICT COUNCILLOR FIFTH DISTRICT SENATOR IN GENERAL COURT PRECINCTS 1,2,3,4 FIRST ESSEX DISTRICT SENATOR IN GENERAL COURT PRECINCTS 5,6,7,8 FIRST ESSEX&MIDDLESEX DISTRICT REPRESENTATIVE IN PRECINCTS 1,2,3,4,5 FOURTEENTH ESSEX DISTRICT GENERAL COURT REPRESENTATIVE IN PRECINCTS 6,7,8 EIGHTEENTH ESSEX DISTRICT GENERAL COURT CLERK OF COURTS ESSEX COUNTY REGISTER OF DEEDS ESSEX NORTHERN DISTRICT QUESTION 1:LAW PROPOSED BY INITIATIVE PETITION Do you approve of a law summarized below,on which no vote was taken by the Senate or the House of Representatives on or before May 1,2012? SUMIM ARY This proposed law would prohibit any motor vehicle manufacturer, starting with model year 2015, from selling or leasing, either directly or through a dealer, a new motor vehicle without allowing the owner to have access to the same diagnostic and repair information made available to the manufacturer's dealers and in-state authorized repair facilities. The manufacturer would have to allow the owner,or the owner's designated in-state independent repair facility (one not affiliated with a manufacturer or its authorized dealers), to obtain diagnostic and repair information electronically, on an hourly, daily, monthly, or yearly subscription basis, for no more than fair market value and on terms that do not unfairly favor dealers and authorized repair facilities. The manufacturer would have to provide access to the information through a non-proprietary vehicle interface, using a standard applied in federal emissions-control regulations. Such information would have to include the same content,and be in the same form and accessible in the same manner,as is provided to the manufacturer's dealers and authorized repair facilities. For vehicles manufactured from 2002 through model year 2014,the proposed law would require a manufacturer of motor vehicles sold in Massachusetts to make available for purchase, by vehicle owners and in-state independent repair facilities, the same diagnostic and repair information that the manufacturer makes available through an electronic system to its dealers and in-state authorized repair facilities. Manufacturers would have to make such information available in the same form and manner, and to the same extent, as they do for dealers and authorized repair facilities.The information would be available for purchase on an hourly,daily, monthly,or yearly subscription basis,for no more than fair market value and on terms that do not unfairly favor dealers and authorized repair facilities. For vehicles manufactured from 2002 through model year 2014,the proposed law would also require manufacturers to make available for purchase, by vehicle owners and in-state independent repair facilities,all diagnostic repair tools,incorporating the same diagnostic,repair and wireless capabilities as those available to dealers and authorized repair facilities.Such tools would have to be made available for no more than fair market value and on terms that do not unfairly favor dealers and authorized repair facilities. For all years covered by the proposed law,the required diagnostic and repair information would not include the information necessary to reset a vehicle immobilizer, an anti-theft device that prevents a vehicle from being started unless the correct key code is present. Such information would have to be made available to dealers, repair facilities, and owners through a separate, secure data release system. The proposed law would not require a manufacturer to reveal a trade secret and would not interfere with any agreement made by a manufacturer,dealer,or authorized repair facility that is in force on the effective date of the proposed law. Starting January 1, 2013,the proposed law would prohibit any agreement that waives or limits a manufacturer's compliance with the proposed law. Any violation of the proposed law would be treated as a violation of existing state consumer protection and unfair trade-practices laws. A YES VOTE would enact the proposed law requiring motor-vehicle manufacturers to allow vehicle owners and independent repair facilities in Massachusetts to have access to the same vehicle diagnostic and repair information made available to the manufacturers' Massachusetts dealers and authorized repair facilities. A NO VOTE would make no change in existing laws. QUESTION 2: LAW PROPOSED BY INITIATIVE PETITION Do you approve of a law summarized below, on which no vote was taken by the Senate or the House of Representatives on or before May 1,2012? SUMMARY This proposed law would allow a physician licensed in Massachusetts to prescribe medication, at aterminally 111 patient's request,to end that patient's life.To qualify,a patient would have to be i an adult resident who (1) is medically determined to be mentally capable of making and communicating health care decisions; (2) has been diagnosed by attending and consulting physicians as having an incurable, irreversible disease that will, within reasonable medical judgment,cause death within six months;and(3)voluntarily expresses a wish to die and has made an informed decision.The proposed law states that the patient would ingest the medicine in order to cause death in a humane and dignified manner. The proposed law would require the patient,directly or through a person familiar with the patient's manner of communicating,to orally communicate to a physician on two occasions, 15 days apart, the patient's request for the medication.At the time of the second request,the physician would have to offer the patient an opportunity to rescind the request. The patient would also have to sign a standard form,in the presence of two witnesses,one of whom is not a relative,a beneficiary of the patient's estate, or an owner, operator, or employee of a health care facility where the patient receives treatment or lives. The proposed law would require the attending physician to:(1)determine if the patient is qualified; (2)inform the patient of his or her medical diagnosis and prognosis,the potential risks and probable result of ingesting the medication,and the feasible alternatives,including comfort care,hospice care and pain control; (3) refer the patient to a consulting physician for a diagnosis and prognosis regarding the patient's disease, and confirmation in writing that the patient is capable, acting voluntarily,and making an informed decision;(4)refer the patient for psychiatric or psychological consultation if the physician believes the patient may have a disorder causing impaired judgment; (5)recommend that the patient notify next of kin of the patient's intention;(6)recommend that the patient have another person present when the patient ingests the medicine and to not take it in a public place;(7)inform the patient that he or she may rescind the request at any time;(8)write the prescription when the requirements of the law are met,including verifying that the patient is making an informed decision;and(9)arrange for the medicine to be dispensed directly to the patient,or the patient's agent,but not by mail or courier. The proposed law would make it punishable by imprisonment and/or fines,for anyone to(1)coerce a patient to request medication, (2)forge a request, or(3)conceal a rescission of a request.The proposed law would not authorize ending a patient's life by lethal injection,active euthanasia, or mercy killing.The death certificate would list the underlying terminal disease as the cause of death. Participation under the proposed law would be voluntary.An unwilling health care provider could prohibit or sanction another health care provider for participating while on the premises of,or while acting as an employee of or contractor for,the unwilling provider. The proposed law states that no person would be civilly or criminally liable or subject to professional discipline for actions that comply with the law,including actions taken in good faith that substantially comply. It also states that it should not be interpreted to lower the applicable standard of care for any health care provider. A person's decision to make or rescind a request could not be restricted by will or contract made on or after January 1,2013,and could not be considered in issuing,or setting the rates for,insurance policies or annuities.Also,the proposed law would require the attending physician to report each case in which life-ending medication is dispensed to the state Department of Public Health. The Department would provide public access to statistical data compiled from the reports. The proposed law states that if any of its parts was held invalid,the other parts would stay in effect. A YES VOTE would enact the proposed law allowing a physician licensed in Massachusetts to prescribe medication,at the request of a terminally-ill patient meeting certain conditions,to end that person's life. A NO VOTE would make no change in existing laws. QUESTION 3: LAW PROPOSED BY INITIATIVE PETITION Do you approve of a law summarized below, on which no vote was taken by the Senate or the House of Representatives on or before May 1,2012? SUMMARY This proposed law would eliminate state criminal and civil penalties for the medical use of marijuana by qualifying patients. To qualify, a patient must have been diagnosed with a debilitating medical condition,such as cancer,glaucoma,HIV-positive status or AIDS,hepatitis C,Crohn's disease,Parkinson's disease,ALS,or multiple sclerosis.The patient would also have to obtain a written certification, from a physician with whom the patient has a bona fide physician-patient relationship,that the patient has a specific debilitating medical condition and would likely obtain a net benefit from medical use of marijuana. The proposed law would allow patients to possess up to a 60-day supply of marijuana for their personal medical use.The state Department of Public Health(DPH)would decide what amount would be a 60-day supply.A patient could designate a personal caregiver,at least 21 years old, who could assist with the patient's medical use of marijuana but would be prohibited from consuming that marijuana. Patients and caregivers would have to register with DPH by submitting the physician's certification. The proposed law would allow for non-profit medical marijuana treatment centers to grow, process and provide marijuana to patients or their caregivers.A treatment center would have to apply for a DPH registration by (1) paying a fee to offset DPH's administrative costs; (2) identifying its location and one additional location,if any,where marijuana would be grown;and (3) submitting operating procedures, consistent with rules to be issued by DPH, including cultivation and storage of marijuana only in enclosed,locked facilities. A treatment center's personnel would have to register with DPH before working or volunteering at the center,be at least 21 years old,and have no felony drug convictions.In 2013,there could be no more than 35 treatment centers,with at least one but not more than five centers in each county.In later years,DPH could modify the number of centers. The proposed law would require DPH to issue a cultivation registration to a qualifying patient whose access to a treatment center is limited by financial hardship,physical inability to access reasonable transportation, or distance. This would allow the patient or caregiver to grow only enough plants,in a closed,locked facility,for a 60-day supply of marijuana for the patient's own use. DPH could revoke any registration for a willful violation of the proposed law.Fraudulent use of a DPH registration could be punished by up to six months in a house of correction or a fine of up to$500,and fraudulent use of a registration for the sale,distribution,or trafficking of marijuana for non-medical use for profit could be punished by up to five years in state prison or by two and one-half years in a house of correction. i I The proposed law would(1)not give immunity under federal law or obstruct federal enforcement of federal law; (2)not supersede Massachusetts laws prohibiting possession,cultivation,or sale of marijuana for nonmedical purposes; (3)not allow the operation of a motor vehicle,boat, or aircraft while under the influence of marijuana;(4)not require any health insurer or government entity to reimburse for the costs of the medical use of marijuana;(5)not require any health care professional to authorize the medical use of marijuana;(6)not require any accommodation of the medical use of marijuana in any workplace,school bus or grounds,youth center,or correctional facility;and(7)not require any accommodation of smoking marijuana in any public place. The proposed law would take effect January 1, 2013, and states that if any of its part were declared invalid,the other parts would stay in effect. A YES VOTE would enact the proposed law eliminating state criminal and civil penalties related to the medical use of marijuana,allowing patients meeting certain conditions to obtain marijuana produced and distributed by new state-regulated centers or, in specific hardship cases, to grow marijuana for their own use. A NO VOTE would make no change in existing laws. QUESTION#4 FIRST ESSEX AND MIDDLESEX SENATE DISTRICT PRECINCTS 5,6,7 AND 8 Shall the state senator from this district be instructed to vote in favor of a resolution calling upon Congress to repeal the federal prohibition of marijuana, so that states may regulate it as they choose? Hereof fail not and make return of this warrant with your doings thereon at the time and place of said voting. Given under our hands this 1st day of October in the Year Two-Thousand Twelve: i William F.Gordon,Chairman Rosemary Connelly Smedile Donald B.Stewart Tracy M.Watson Richard M.Vaillancourt SELECTMEN OF NORTH ANDOVER And you are directed to serve this Warrant by posting true and attested copies thereof in the Town Office Building and one public place in each voting precinct in the Town,said copies to be posted not less than(7)seven days before the time of said meeting. Constable Date i A True Copy Attest—Joyce A.Bradshaw,Town Clerk OFFICER'S RETURN Pursuant to the foregoing warrant,I have warned and notified the inhabitants of the Town of North Andover who are qualified to vote in town affairs to be at the time and place for the purpose mentioned within by posting true and attested copies thereof at the Town office building and one public place in each voting precinct in the Town at least seven days before the date of said election. Constable Date I NORTH OF/t�ec e1tiO OL M o _ 4SSACHUS�� TOWN OF NORTH ANDOVER OFFICE OF THE TOWN CLERK 120 MAIN STREET NORTH ANDOVER,MASSACHUSETTS 01845 Joyce A.Bradshaw,CMMC Telephone(978)688-9501 Town Clerk Fax (978)688-9557 E-mail ibradshaw gtownofnorthandover.com MEMORANDUM TO: William F. Gordon, Chairman and Members of the Board of Selectmen Andrew W. Maylor, Town Manager FROM: Joyce A. Bradshaw, Town Clerk SUBJECT: Election Worker Appointments DATE: September 26,2012 i This attached list is presented by the Board of Registrars for appointment as election workers. We request approval and also to allow additional appointments if needed. We will provide a supplemental list to the Board for their future consideration. I will be at your meeting on Monday October 1, 2012 should you have any questions. j i i LIST OF POLL WORKERS FOR BOARD OF SELECTMEN APPROVAL POSITION LAST NAME FIRST NAME # ADDRESS TELEPHONE E-MAIL ELECTION WORKER APKARIAN ANNA 25 DUDIEY STREET ELECTION WORKER AZIZ LOUISE 74 INNIS STREET ELECTION WORKER AZIZ PETER 74 INNIS STREET ELECTION WORKER BEATTIE ROSEMARY 655 WAVERLY ROAD ELECTION WORKER BUBAR VIRGINIA 240 DALE STREET ELECTION WORKER CALLAHAN JEANNE 550 OSGOOD ST ELECTION WORKER CALLAHAN WILLIAM P 550 OSGOOD ST ELECTION WORKER BOYD GERALD F 148 MAIN STREET B432 ELECTION WORKER CARLSON LOUISE 22 DAVIS STREET ELECTION WORKER CATALDI ANTOINETTE 47 ELMCREST ROAD ELECTION WORKER CIOFOLO MARIANNE 46 MAGNOLIA DRIVE LOGISTICAL EMERGENCY CCOCO JEFFREY 695A JOHNSON STREET ELECTION WORKER COLE PRISCILLA 33 FOREST STREET WARDEN PRECINCT 8 COLE ROBERT E 33 FOREST STREET ELECTION WORKER COON ARLENE S 58 EDGELAWN AVE#11 ELECTION WORKER D'ALESSANDRO BRENDA L 142 BERKELEY ROAD ELECTION WORKER DAWSON CATHERINE J 134 SOUTH BRADFORD STREET ELECTION WORKER DEAN MARY 98 MIDDLESEXSTREET ELECTION WORKER DIMAURO JOSEPHINE 36 RICHARDSON AVE ELECTION WORKER DRISCOLL JOAN M 106 CORTLAND DRIVE ELECTION WORKER DUFRESNE DENNIS E 66 UNION STREET ELECTION WORKER DUFRESNE ANN M 66 UNION STREET WARDEN PRECINCT 6 ESPOSITO BETTY E 1D EMERSON COURT ELECTION WORKER FITZPATRICK ANN M 44 MARK ROAD ELECTION WORKER FOUNTAIN ELIZABETH L 148 MAIN STREET C336 ELECTION WORKER FURNEAUX ALLAN W 38 DAVIS STREET WARDEN PRECINCT 1 FURNEAUX MARIE A 38 DAVIS STREET ELECTION WORKER GARTSIDE ROBERT H 106 CORTLAND DRIVE ELECTION WORKER GESING ROBERT A 61 UNION STREET ELECTION WORKER GILBOARD PAUL D 200 SANDRA LANE ELECTION WORKER GRADY ISABELLE M 989 SALEM STREET ELECTION WORKER HEAFEY JOAN F 7 PETERS STREET ELECTION WORKER HINCKLEY BARBARA M 742 WAVERLY ROAD WARDEN PRECINCT 3 HORN MARY 544 SHARPNERS POND ROAD ELECTION WORKER HOULE ROSEANN 23 STACY DRIVE ELECTION WORKER INCROPERA BARBARA M 114 MIFFLIN DRIVE ELECTION WORKER INCROPERA FRANK 114 MIFFLIN DRIVE ELECTION WORKER LAMBERT MARGARET M ELECTION WORKER LAMPREY MADELINE 16 BINGHAM WAY ELECTION WORKER LANDERS DIANA 24 COLGATE DRIVE ELECTION WORKER LANGLOIS CARL R 66 SAUNDERS STREET ELECTION WORKER LANGLOIS STEPHEN 66 SAUNDERS STREET ELECTION WORKER LANEN MARILYN 206 APPLETON STREET ELECTION WORKER LEARY CAROL 57 ESSEX STREET SPECIALIST-ACCUVOTE LINCOLN CONNOR 73 GEORGETOWN RD BOXFORD ELECTION WORKER LIPOMI MARSHA L 59 HEMLOCK STREET WARDEN PRECINCT 4 LONG LOUISE 9A BINGHAM WAY ELECTION WORKER LONG MILTON 29 ROSEDALE AVENUE ELECTION WORKER LONG PATRICIA A 29 ROSEDALE AVENUE ELECTION WORKER LONG STEPHEN 181 CORTLAND DRIVE ELECTION WORKER LYONS JOHN S 65 THIRD STREET ELECTION WORKER MACDONALD RITA 17C DEVON COURT WARDEN PRECINCT 5 MATASSO MILDRED 39 ELMCREST ROAD ELECTION WORKER MCCAREY RUTH A 77 EDGELAWN AVE#8 WARDEN PRECINCT 2 MCEVOY IRENE 210 CHICKERING ROAD ELECTION WORKER MCGUIRE JACQUELINE 8 MCCABE COURT ELECTION WORKER MCHUGH LINDA 136 CASTLEMERE PLACE ELECTION WORKER MCQUADE M ANN 178 CORTLAND DRIVE ELECTION WORKER MELVIDAS CAROLYN 15 SARGENT STREET ELECTION WORKER MELVIDAS JOHN S 15 SARGENT STREET ELECTION WORKER MORTENSON SARAH 259 OSGOOD STREET ELECTION WORKER MYERS DONNA 139 VEST WAY ELECTION WORKER NEWELL PATRICIA M 39 FARRWOOD AVE#5 ELECTION WORKER NOLIN DOROTHY 187 TURNPIKE STREET ELECTION WORKER NORTHAM C.SUE 4 TURNPIKE STREET ELECTION WORKER POIRIER ELIZABETH 29 BRADFORD STREET ELECTION WORKER OSGOOD MARY ELLEN 38 OSGOOD STREET ELECTION WORKER PACKER KATHERINE 40 CAMPBELL ROAD ELECTION WORKER PELLETIER PHILLIP 18 EAST WATER STREET ELECTION WORKER RABS DOROTHY M 49 FOUNTAIN DRIVE ELECTION WORKER RICHARDSON MARILYN 47 EDGELAWN AVE#7 ELECTION WORKER SANFORD SHIRLEY A 201 CORTLAND DRIVE ELECTION WORKER SANFORD GERALD A 201 CORTLAND DRIVE ELECTION WORKER SAVASTANO JOHN P 287 MASSACHUSETTS AVENUE ELECTION WORKER SAVASTANO CHRISTOPHER 287 MASSACHUSETTS AVENUE WARDEN PRECINCT 7 SMITH DONALD 87 CHESTNUT STREET ELECTION WORKER SMITH WILLIAM R 184 MIDDLESEX STREET ELECTION WORKER SOMERS ETHEL 200 CHICKERING ROAD#205B ELECTION WORKER STE. MARIE KAREN J 21 EMERSON COURT ELECTION WORKER STEWART ADELAIDE G 59 BRADSTREET ROAD ELECTION WORKER TORRISI PETER J 35 SAWYER ROAD ELECTION WORKER WAKEMAN TOD 18 MCCABE COURT ELECTION WORKER WEFERS JAMES 70 HAROLD STREET ELECTION WORKER WEFERS MARY 70 HAROLD STREET ELECTION WORKER WENTWORTH LAURETTA 15 PLEASANT ST ELECTION WORKER WENZEL MARILYN 9 FOULDS TERRACE#4 ELECTION WORKER WILDE ANN J 34 RICHARDSON AVENUE ELECTION WORKER WINNING BARBARA 1 535 SALEM STREET Peter Breen Excavating, Inc. Dozer • Fiackhoe • Excavator • Trucking Drainage Septic Systems • Stumping • Finish Grading Tub Grinding New Lawns Re-Seeding Mulch Stone Gravel . 'Fill Loam Sand Since 1972 To: The Town of North Andover, MA � Re: Demolition of wood framed structure I Former Bradstreet School 70 Main Street North Andover, MA 01845 To whom it may concern: t Peter Breen Excavating, Inc.offers a quote of$-0-(zero dollars)to perform demolition of the single story wood framed former portable classroom structure at the rear of the above mentioned facility.Demolition work does not include the removal of any below grade foundations. Quote includes the heavy equipment and operator necessary to knock down and load debris into dumpsters. 7 A certificate of insurance will be provided. The town of North Andover, MA shall furnish; • Permits and approvals • Utility disconnects • Dumpsters • Disposal costs • Hazardous materials;testing&abatement • Final sweeping of demo area Please discuss with the board of selectmen and advise if you approve of the above offer. W , 970 Boxford Street: North Andover,MA 01845 (978)687-7774 o yp NORTH ANDOVER FIRE DEPARTMENT CENTRAL FIRE HEADQUARTERS 124 Main Street North Andover, Mass. 01845 ANDREW V. MELN|K\ Chief (978) 688-9593 Fire Chief Business (978) 688~9590 Fax /978\ 688~9594 To: Karen Robertson From: Chief Andrew Me|nikas Re: Agenda Board of Selectmen's meeting Date: September 11, 2O12 We have received a generation donation from Edmund and Nancy Leland in the amount of$500. 1 am asking that the acceptance of this donation be placed on the agenda for the next meeting of the Board ofSelectmen. This money will be used for the purchase of safety equipment as indicated on the donation check. Z~~_ SERVING PROUDLY SINCE 1921 :• EDMUND F.LELAND 2508 NANCY LELAND 51-7218/2211 270 GREAT POND RD. 489 NORTH ANDOVER,MA 01845-3029 IAO Date Pay to the ra Order ofGl'fVl �( ly ? l�C $ -0,bt4A 14A l�Li Dollars Peopleb United Bank peoples.com For ye i �I� NP �. 2 2 L 17 2 18D: 0 0 2 3 7 5 2 L 2 6 n.��_...__.._.._._2...5.�.�.._ :�_........_...._._.:....___.. ._ _.____._..__._..__..._ 1 In S ® ys 0',<d®� NORTH ANDOVER FIRE DEPARTMENT CENTRAL FIRE HEADQUARTERS n 124 Main Street North Andover, Mess. 01845 ANDREW V. MELNIKAS Chief � � 688-9593 Fire Chief Business ) 688-9590 Fa: 688-9594 To: Karen Robertson From: Chief Melnikas Date: September 20, 2012 We have received a generous donation for the fire department from Converse in the amount of$1000.00 to be used for improvement to the stations. I asked that the acceptance of this donation be placed on the agenda of the next meeting of the Board of Selectmen. i i Andrew Melnik as,a , i Fir e Chief ief I� i I I SERVING PROUDLY SINCE 1921 EF CHECK NC7 OO�fl082599 0 n9 High Street G3ATE fQF C#iEGK Ranh AndoVer MA.0185 09/13/2Q12 us PAY. ONE THOUSAND AND 00/100 DOLLARS CHECKAMOUNT 8 a;'so= TO THE ORDER OF . NORTH ANDOVER $1,000.00 FIRE DEPART MENT Ufhoisze Sig ure '.I RANK OF AMERICA,N.A.; A111 ett l7 e _ 1 ulOD0008 2599n' i:07 L9 23 284o:8 ?P3 SOO ,UIDC3ii' TOWN OF NORTH ANDOVER, MASSACHUSETTS ' Police Department 1475 Osgood Street North Andover,MA. 01845 Tel:978-683-3168 Office of Chief of Police Paul J. Gallagher To: Karen Robertson, Administrative Assistant From: Paul J. Gallagher, Chief of Police RE: Halloween Hours Date: September 17, 2012 The Police Department recommends that we continue to follow the same pattern as past years and designate the hours of 5 PM to 7 PM on Wednesday October 31St for town wide trick or treating. We will have additional staff on duty during that period on highly visible directed patrol assignments. We will deploy the message board on the days prior to help notify motorists. I i �I II �I it I 'Cystic Fibrosis Foundation ...adding tomorrows every day. gs August 16, 2012 ` Board of Selectmen Town Hall 120 Main Street North Andover, MA 01845 Dear Members of the Board of Selectmen, On behalf of the Cystic Fibrosis Foundation and the North Andover Walk Committee, I am requesting permission to hold Great Strides: A Walk to Cure Cystic Fibrosis at Drummond Park on Saturday, May 18, 2013. Great Strides is a circular walk, which will be held throughout the United States on the week-end of May 15. In 2011, the Massachusetts/Rhode Island Chapter of the Cystic Fibrosis Foundation raised almost $2 million for CF research and patient care. The North Andover walk raised $126,000! We expect approximately 300 walkers. The registration, walk and clean-up will take place between 9 AM and 3 PM. The walk committee, headed by Kim and Joel Myerson and Kim and Rob Cheevers, handles logistics and will assure that the park is left in impeccable condition. i Thank you for considering our request. Sin erely, Carol M. Bradstreet Senior Director of Development Walk Committee Kim and Joel Myerson Kim and Rob Cheevers 86,Brookview Drive 106 Appleton Street Jodi and David Leibowitz 217 Winter Street �I I Massachusetts/Rhode Island Chapter 220 North Main Street,Suite 104 Natick,Massachusetts 01760 (508)655-6000 Toll Free: (800)966-0444 Fax: (508)653-6942 National: www.cff.org Local: http://mass-ri.cff.org email: mass-ri @cff.org Robertson, Karen From: Carney, John Sent: Tuesday, September 11, 2012 11:30 AM To: Robertson, Karen Subject: RE: Use of Town Property The Police Department recommends favorable action on this request and we will work with the organizers to ensure a safe event. Lt.John Carney Operations Divison Commander North Andover Police Department 1475 Osgood Street North Andover,MA 01845 Phone 978.683.3168 Fax 978.686.1212 Email icarnev @napd.us Web www.napd.us x From: Robertson, Karen Sent: Tuesday, September 11, 2012 11:06 AM To; McCarthy, Fred; Carney, John; Thibodeau, Bruce; Gorman, Rick Cc: Gallagher, Paul; Melnikas, Andrew; Barry, Nancy Subject: Use of Town Property Attached is a request from the Cystic Fibrosis Foundation to hold Great Strides: A Walk to Cure Cystic Fibrosis at Drummond Park on Saturday, May 18, 2013. Please provide this office with a recommendation. Thanl<you. Karen A. Robertson Administrative Assistant Town Manager's Office Town of North Andover 120 Main Street North Andover,MA 01845 Phone 978.688.9510 Fax 978.688.9556 Email krobertson @townofnorthandover.com Web www,TownofNorthAndover.com 1 TOWN OF NORTH ANDOVER Fire Department Fire Prevention Office Central Fire Headquarters 124 MAIN S"i-t EEI' NORTH ANDOVER,MASSACHUSETTS 01845 `reiephone(978)688®9593 ` • FAX(978)688-9594 Aaadreiv-Welnikas �� e �ik atinarth�ndave .con Fire Chief' r Lt Frederick Afcf,arthy Fire Prevention Qjjicer Fo,�IcC'arthyCtownof ortliandover.com September 26, 2012 The Fire Department has reviewed the request by the Cystic Fibrosis Foundation to hold Great Strides: A walk to Cure Cystic Fibrosis on Saturday, May 18, 2013. We do not have any concerns as they relate to fire safety. Chief Andrew Melnikas i I I I I NORTH OF t.�cp ,6 qti� O � pAAT[p�PPy,��J �SSACH S�� INTEROFFICE MEMORANDUM DATE: September 11,2012 TO: Karen Robertson, Administrative Assistant FROM: Bruce Thibodeau, Director of Public Works CC: RE: Great Strides: A walk to Cure Cystic Fibrosis �I The Division of Public Works has no objection to the request from Carol Bradstreet to j hold their Walk to Cure Cystic Fibrosis on Saturday,May 18,2013 at Drummond Park. If they need any assistance from the DPW, please have them contact my office. i I I Robertson, Karen From: Rick Gorman [rgorman @nayouth.com] Sent: Tuesday, September 11, 2012 11:24 AM To: Robertson, Karen; McCarthy, Fred; Carney, John; Thibodeau, Bruce Cc: Gallagher, Paul; Melnikas, Andrew; Barry, Nancy Subject: Re: Use of Town Property CONFIRMED. We will work with the CF committee Thanks Rick Gorman Executive Director North Andover Youth and Recreation Services 33 Johnson Street North Andover, MA 01845 978.682.9000 978.688.9544 www.navouth.com From: Robertson, Karen Sent: Tuesday, September 11, 2012 11:06 AM To: McCarthy, Fred ; Carney, John ; Thibodeau, Bruce ; Gorman, Rick Cc: Gallagher, Paul ; Melnikas, Andrew ; Barry, Nancy Subject: Use of Town Property Attached is a request from the Cystic Fibrosis Foundation to hold Great Strides: A Walk to Cure Cystic Fibrosis at Drummond Park on Saturday, May 18, 2013. Please provide this office with a recommendation. Thank you, Karen A. Robertson Administrative Assistant Town Manager's Office Town of North Andover 120 Main Street North Andover, MA 01845 Phone 978,688.9510 Fax 978.688.9556 Email krobertson @townofnorthandover.com Web www.TownofNorthAndover.com a F I I 1 II Mr. Andrew W. Maylor: ` rop Town Manager ; 120 Main Street North Andover,MA. 01845 4 September 23,2012 Mw , Dear Mr. Maylor, I am requesting approval to hold the 24th annual Cambridge Sports Union rollerski race in N. Andover again this year. I would like to hold the race on Sunday November 4,2012. The race would start at 9:30 am at the playground on Milk Street. The race is a 2 loop race which generally has between 20 and 30 rollerskiers. The race starts on Milk St.,turns right onto Johnson St. and proceeds up and then down Johnson to Rea St., up to Chestnut St. and follows Chestnut back to Milk St. The race finishes on Milk St. at the playground. The race takes approximately 1 hour for the slower skiers to complete. We have had no problems holding the race over the years, although it is very helpful if a police cruiser is at the corner of Johnson and Milk St. at the start to slow any drivers down for the start of the race. After that the skiers get strung out. I put up arrows for the skiers and have volunteers to stand and direct skiers at the four major comers. In addition I put out a number of sandwich board type signs to warn drivers that a race is in progress. I appreciate the Town of North Andover's willingness to let the Cambridge Sports Union hold this annual ski season tune-up race. If you have any questions please let me know. I can be reached at home at 978-475-6323 or on my cell phone at 617-335-6010 or via email at Sincerely, James Doucett Cc: Paul Gallagher,Police Chief Andrew Melm*kas,Fire Chief Paul Gallagher Police Chief 1475 Osgood St. North Andover,MA 01845 Chief Andrew Melnikas 124 Main Street North Andover,MA 01845 TOWN OF NORTH ANDOVER, MASSACHUSETTS Police Department 1475 Osgood Street North Andover,MA. 01845 Tel:978-683-3168 ---- -- To: Karen Robertson, Administrative Assistant From: Lt. John Carney RE: Roller Ski Race Date: September 27,2012 The Police Department recommends favorable action on the request from James Doucett to hold the annual roller ski race for Cambridge Sports Union on town roads on November 4, 2012 as described in his request. We will provide police coverage to help ensure the safety of this event. The race is always well staffed and organized and there has never been any negative impact on traffic. i I TOWN OF NORTH ANDOVER Fire Department Fare Prevention Office Central Fire Headquarters � 124 MAN STREET NORTH ANDOVER, MASSACHUSETTS 01845 Telephone(978) 688-9593 FAX(978)688-9594 Andrew Melnikas Fire Chief a�raelnikas a_,Townof orthAndover.com LP Frederick AkCartky Fire Prevention Officer F VcC'arthy(i�,toii) ofnorthandover.coo September 27, 2012 I i The North Andover Fire Department has reviewed the request submitted by James Doucet to hold the 24t'annual Cambridge Sports Union rollerski race on November 4, 2012. We do not anticipate any fire safety concerns. Z�, Chief Andrew Melnikas p1ORTH q Q �tllD 6"/YO O p ACHUS�t�� INTEROFFICE MEMORANDUM DATE: September 26, 2011 TO: Karen Robertson, Administrative Assistant FROM: Bruce Thibodeau, Director of Public Works CC: RE: Annual Rollerski race The Division of Public Works has no objection to the request from James Doucette to hold the annual rollerski race on Sunday, November 4, 2012, starting on Milk Street at the playground, proceeding up Johnson Street to Rea Street, then to Chestnut Street, and back to Milk Street, at the playground. If he needs any further assistance from the DPW, please have him contact my office. i I� i TOWN OF NORTH ANDOVER, MASSACHUSETTS Police Department 1475 Osgood Street North Andover,MA. 01845 Tel:978-683-3168 -� Office of Chief of Police Chief Paul J. Gallagher TO: Andrew W. Maylor Town Manager FROM: Paul J. Gallagher 1A Chief of Police DATE: September 5,2012 REF: Request for Declaration of Surplus Item-Police Vehicle#301 The Police Department requests that the following vehicle be declared a surplus 'item. Vehicle Number: 301 Vehicle Year: 2008 Vehicle Make: Dodge Vehicle Model: Charger Vehicle Serial Number: 2B3KA43H58H280117 Reason for Request: This vehicle has passed its useful life cycle for use as a police service Vehicle. It has 108,223 miles and has a transmission problem that has caused the vehicle to be taken out of service. The estimated cost to repair the transmission alone is$2,500.00 and the vehicle will still need additional repair work, i i I I I • INTEROFFICE MEMORANDUM DATE: September 25,2012 TO: Andrew Maylor, Town Manager FROM: Bruce Thibodeau,Director of DPW CC: Ray Santilli,Assistant Town Manager Tim Willett,Operations Manager RE: Request to Surplus Vehicles I am requesting that the Board of Selectmen surplus the following vehicle that have been determined by DPW Mechanics to be beyond their useful life. l.) Youth Center Vehicle#205, 2000 Chevrolet Suburban,Vin#3GNFK16T7YG137074, 216,000 miles. We will work with lay Santilli to properly dispose of this vehicle either through action or trade in. Board of Selectmen Appointments October 1, 2012 Committee Applicant Term North Andover Cultural Council Catherine Okoh, 130 Middlesex St June 30, 2015 Cable TV Advisory Committee Brian Donahue, 33 Morningside Lane June 30. 2013 Economic Development Council Rod Traficante, 30 Chatham Circle N/A Catherine Okoh 130 Middlesex Street JUL 2 6 � North Andover MA 01845 -MZ'i IOFPicE OF TOW'- ANACEI v The Town Manager's Office 120 Main Street North Andover, MA 01845. Dear Sir/Madam, LETTER OF INTEREST TO SERVE ON THE NORTH ANDOVER CULTURAL COUNCIL My name is Catherine Okoh. I am a 28 year old resident of North Andover. I am currently in my second year of Law School and I volunteer for the VLP of the Boston Bar Association. I am interested in serving on the cultural Council of North Andover. As a member of our community, this is a great opportunity for me to share my ideas and experiences with like- minded individuals about how to promote cultural tolerance in our neighborhoods. My work experience in Africa and around the United States will make me a valuable asset to the cultural council. Moreover, service to mankind is my passion and an opportunity to be on the cultural council will be another way of me contributing to the social good. Enclosed is a copy of my resume for your review.Thank you for this opportunity and I look forward to serving the cultural demands of the people of North Andover and the Commonwealth at large. Sincerely, Catherine Okoh JULY 20, 2012 Catherine Okoh 130 Middlesex Street, North Andover MA 01845. (910)-691-7957 callyn25@yahoo.co.uk WORK EXPERIENCE 1. 05/08-07/10-Eckerd Youth Alternatives Clearwater, Florida. Residential Youth Counselor 2. OS/07-04/08 -ALLSWELL CHAMBERS Takoradi, Ghana Intern Legal Assistant VOLUNTEER/COMMUNITY SERVICE 1. 03/2012- Ethiopian Development Council. Washington DC 2. 03/2012-White House Roundtable event. National Black Law Student Assoc. 3. 05/2011-date- Volunteer Lawyers Project of the Boston Bar Association. 4. 06/2006-08/2006- Cross Cultural Counseling Center(E NJ, New Jersey.) 5. 01/2006- 04/2008 Youth Rights Advocacy Network. Sekondi, Ghana 6. 04/2004-05/2007-Counseling and Placement Center-Legon. Accra. 7. 09/2005- 11/2005. `USAID-AWARE-HIV' volunteer. Accra, Ghana EDUCATION 01/2011-PRESENT-Massachusetts School of Law(JD Candidate, December 2013) 08/2003-05/2007-University of Ghana-Legon: Bachelor of Arts in Social work. 2000-2002 - Yaa Asantewaa Girls' High school CERTIFICATION/TRAINING 7/13/09 American Red Cross Standard First Aid, CPR/AED Certified. 7/17/09- Cornell University Residential Child Care project. 5/23/08 - (HIPAA Training, Conflict Resolution, Crisis Intervention Techniques, Group Work etc.) 06-08/2006- Monmouth University Social Work Students Exchange program. 06/20/2006-Recognizing Post Partum Depression. 09/16/06-Leadership Training Program by `Friedrich Ebert Stiftung' Germany and UNET GHANA. 04/22/2004 -Certificate in Peer Counseling SKILLS MS-word, excel, PowerPoint, internet. Writing and Legal Research/Legal Analysis skills. AWARDS • Thurgood Marshall National Mock Trial Competition. • First Class Award Honors for the Bachelor of Arts in Social Work ® First Prize Award Winner— campaign for greater discipline essay competition by His Excellency the Vice President of Ghana ® Book Prize for Best English Language student- Yaa Asantewaa Girls' High School ® Taiyeb Amta Mama Fellowship Recipient for Field Placement through Monmouth University School of Social Work REFERENCES 1, Robin Sakina Mama, Professor and Dean. Monmouth University School of Social Work rmama@monmouth.edu 2. Michael Coyne, Professor and Dean. Massachusetts School of Law, 978-681-0800 i� Mr.Andrew Maylor s' Town Manager,Town of North Andover 1120 Main Street North Andover, Massachusetts 01845 20 August, 2012 Letter of Interest: I would like to submit my name for consideration as a volunteer member of the North Andover Economic Development Council. I like most North Andover residents would like to see more businesses locate in North Andover but not just any business. Besides supplying jobs for town residents and tax revenue for the town, it is important that the business also enhances the image of North Andover. Similar businesses tend to locate in the same area. Therefore, it is important that we try to attract businesses that the town can be proud to add to the North Andover business base. I am a retired director of finance and subcontract management for Raytheon Company. My thirty-nine (39)year experience includes working on various programs at many different locations throughout the company including Raytheon Corporate Headquarters. My responsibilities included both financial management and subcontract management of major Raytheon programs. The skills I learned and practiced when analyzing which major subcontractors Raytheon should to do business with can be directly applied when determining what businesses the town would like to locate in North Andover. Sincerely, Rod Tra ' me 30 Chatham Circle North Andover, Ma.01845 978-989-0055 I I I� Andrew Maylor ° Town Manager North Andover, Ma 08145 :; `, Mr. Maylor: IC'E X31= Taw RAWAGER I am interested in serving on the Cable Television Committee. My concerns are: -extension of Verizon services to streets with underground cable. -fair rate plans for seniors. -public access services -partnerships between cable firms and our schools. -access to programming from Merrimack College on local cable that is currently aired only on Andover cable. -exploring the possibility of wi-fi services for the entire community. -reviewing existing cable contracts and concers of members of the community. My qualifications are: -elected to three terms to the North Andover School Committee. -retired middle school principal. -B.A. Degree in Economicse -M.A. Degree in Economics Education -Graduate Programs in Educational Leadership -resident of North Andover for 38 years. Sincerely, Brian Donahue 33 Morningside Lane North Andover, Ma 978 685 7025 briandonahue @hotmail.com I TOWN OF NORTH ANDOVER OFFICE OF TOWN CLERK 120 MAIN STREET NORTH ANDOVER,MASSACHUSETTS 01845 NORTH Joyce A.Bradshaw,CMMC o :. Telephone(978)688-9501 Torun Clerk, * FAX(978) 688-9557 SSACHU6 - - MEMORANDUM TO: Rosemary Connelly Smedile, Chairman, Licensing Commission Members of the Board of Selectmen Andrew Maylor, Town Manager FROM: Karen A. Fitzgibbons, Asst. Town Clerk DATE: September 25, 2012 SUBJECT: All Alcohol Restaurant License & Entertainment License Appl. Attached please find an All Alcohol Restaurant License Application and an Entertainment License Application for Hokkaido Restaurant, Inc. to be located at 1250 Osgood Street. The legal notice was duly published in the Eagle-Tribune on September 14, 2012 and two of the three abutters have been notified. The applicant is to bring proof of notification for the third abutter to the meeting. The applicants have met with Chief Gallagher, Lt. Carney, Lt. McCarthy and Building Inspector Gerry Brown to review issues, and as a result of those meetings favorable recommendations have been forwarded. As always, if you have any questions or concerns please do not hesitate to contact me or Joyce A. Bradshaw. Thank you. • A Of _ TOWN OF NORTH ANDOVER, MASSACHUSETTS t � Police Department 1475 Osgood Street North Andover MA. 01845 71 1 Tel: 978-683-3168 — To: Karen Fitzgibbons From: Lt,John Carney RE: Liquor License—Hokkaido Restaurant, Inc. Date: September 14, 2012 The Police Department recommends favorable action on the request from Sam Lei and the ownership group of Hokkaido Restaurant, Inc. for an all-alcohol on premise license for their restaurant at 1250 Osgood St. We also have no objection to the alteration of premises request but yield to Community Development officials for final approval in that area. Chief Gallagher and I met with Sam Lei and Doug Ling on September 13, 2012 to inform them of our concerns regarding previous issues at that location under two or three prior owners. Although we have no reason to be concerned about this ownership group we want to be certain that behaviors of past employees and clientele will not be tolerated. We are confident each of our concerns will be addressed and we will work with them along the way. We strongly recommend that the owners be directed to maintain a video system similar to the previous owners and some other restaurants in town. As licensing agents of the town we will carefully monitor this site, as we do all others,for compliance with state and local laws, rules and regulations. I', Fitzgibbons, Karen From: 8mwn, Gerald Sent: Thursday, September O6. 20121:O5PK8 /o: Fitzgibbons, Karen Subject: RE: 125U Osgood St We have no permits at this time but the new owner has been to my office for information The Building Dept has nn issues . From: Fitzgibbons, Karen Sent: Thursday, September O6 2012 12:37PM To: Brown, Gerald; McCarthy, Fred Cc: BeUavance, Curt; Me|nikas Andrew Subject: Hello All, Attached please find a new license application submitted by Hokkaido Restaurant, Inc., 1250 Osgood Street (formerly � . � New 8eijing). As I am trying to place this item on the 9/24/2012 BOS/Licensing Commission agenda, I would need your � recommendations bvQ/13/2012nrsooner. As usual,thank you for your assistance in this matter. Karen Please note the Massachusetts Secretary of State's office has determined aiat most emails to and frorn Municipal offices and officials are public records.For more /mnnnat/on please refer to: . � Please consider the environment before printing this email. � � � ! | �i � � � 1 � TOWN OF NORTH ANDOVER Fire Department Central Fire Headquarters—Fire Prevention Office 124 MAIN STREET NORTH ANDOVER, MASSACHUSE`ITS 01845 NORTH Andrew Melnikas 2 o Telephone (978) 688-9593 Fire Chief p FAX (978) 688-9594 L,t, F. McCarthy Fire Prevention Officer �s R,r,o�'���5 ametnil<ast�x),toNvnofnortlrandover.com S5 i'mccartlly(u),townotiiorthanclover.com Town Clerk's Office 120 Main St. North Andover, Ma September 7,2012 Karen, On September 6,2012 I spoke to Mr. Douglas Ling in detail about reopening the former Beijing Restaurant at 1250 Osgood St. The Fire Department has recommended the following items be taken care of prior to issuing the necessary permits to reopen. Mr. Ling has agreed to address these issues. Sprinkler System: The wet sprinkler system servicing the property has to be inspected and tested by a licensed sprinkler contractor. This test will be witnessed by the Fire Department. The new restaurant [Hokkaido] will contract with a licensed sprinkler contractor for regular inspections. The fire suppression system covering the kitchen shall also be inspected and tested by a licensed contractor. The hoods and exhaust systems for all cooking equipment shall also be inspected and cleaned by a licensed contractor. Hokkaido will also be required to have a contract for regular inspections and cleaning. It is my understanding they plan on adding cooking stations. They will need to submit an engineered fire suppression system for each individual station. The restaurant will maintain and add, if necessary portable fire extinguisher throughout the restaurant. The extinguishers shall clearly be marked and placed in plain view. They will also be inspected, maintained, and tagged with the last inspection date on a regular basis. The new owner was briefed on the upcoming change in the fire alarm system from the telegraph reporting system [master box] to radio box. They shall convert this system by June 30, 2014 if this conversion is not made at this time they shall remain on the master box. The box shall be tested prior to the opening and all necessary repairs and adjustments [if required] shall be made. Fire lanes and related signage shall be posted and clearly marked on the property, They shall be maintained in perpetuity. Regards, Lt Frederick McCarthy Fire Prevention 978-688-9590 I TOWN OF NORTH ANDOVER OFFICE OF LICENSING COMMISSION 120 MAIN STREET NORTI-1 ANDOVER,MASSACHUSETTS 01845 Rosemary Connelly Srntdile, Chairman µo++rH William F•Gordon �;,�• ;'4 Donald B.Stowan «*r Telephone(978)688-9500 Richard M.Vaillancourt FAX(978)6889557 Tracy M,Watson ` AC September 11,2012 The Eagle Tribune 100 Turnpike Street North Andover,MA 01845 To Whom It May Concern: Please publish Friday, September 14, 2012 in the Eagle Tribune the following legal ad: TOWN OF NORTH ANDOVER LICENSING COMMISSION PUBLIC HEARING NOTICE Notice is hcroby given that under Massachusetts General haws, Chapter 138, the North Andover Licensing .Commission will hold a public hearing on-Monday, October 1,2012 at 7:00 p.m. in the Board of Selectman's Meeting Room, 120 Main Street,North Andover, MA, second floor, on the application received from Hokkaido Restaurant,Inc.,for an all alcohol restaurant license and an entertainment license at 1250 Osgood Street,North Andover,MA. This is a re-publication of a public hearing originally scheduled for September 24, 2012, Rosemary Connelly Snmedile, Licensing Chairman Very truly yours, Karen A.Fitzgibbons, Asst. Town. Clerk sew_ =1 AFFIDAVIT OF NOTICE OF MAILING TO ABUTTER AND OTHERS To the Licensing Board For the Town of North Andover Date September 25,2012 1 Carolyn M.Conway hereby certify that the following is a true list of the persons shown upon the Assessor's most recent valuation list as the owners of the property abutting the proposed location for an alcoholic beverages license at: 1 1250 Osgood Street,North Andover,MA And thatthe following schools,churches or hospitals are located within the radius of five hundred(500)feet from said proposed location: None If there are none,please so state: I also certify that the notice of this application/petition concerning an alcoholic beverages license was given to the above by mailing to each of them within three(3)days after publication of same,a copy of the advertisement is attached below.Also attached are the registered receipts./return registered receipts bearing signatures of persons receiving said notice. Signed and subscribed to under the penalties of perjuries: Printed: 7 Writter� Date: Notary PubliJExpires: My CommissI I �J GEORGE MORANCy Notary Public COMMONWEALTH OF MASSACHUSETTS My Commission Expires Please Attach Advertisement and Receipts April 12,2013 Additional Space Please note which question you are using this space for. Edward and Joan Riemitis V 37 Stonecleave Road North Andover,MA 01845 One Clark Street No.,LLC c/o The Haughey Company 1660 Soldiers Field Road Boston,MA 02135 Forgetta Development,LLC 1292 Turnpike Street - QllJ� North Andover,MA 01845 SECTION SENDER: COMPLETE THIS •MPLETE THIS SECTION DIV DELIVERY ■ Complete Items 1,2,?antl 3 `�41so complete , itsm11411fjnR6SMCt9tl4"Delivery ls;ldesiretll�I' r' ��P��hlui(IIIIIIII 'I I , I � ,� ' ❑'ggenr + ■IIiP,rintlyour name andiadtlress on the reverse �� ? ❑Addressee soihat�we can'retunrlthe cam io you ` B Recelvedi y( pf'ed Named, C 'Date of gelivery ■I'Attabh,thislcardllto the back of the rnailplece, �� i Jn� , or ornithe front,ifi space permits, { 01D lstlalfv addressdHierentYccilnkerty�t....., ayest 1 Articls`Addressed�to ` �-� „ If,YE3 enter,delivery,atl�lrb•ow+, ❑No I , rHfled7Mdl'Wjlgllll❑Expid sWa1011 +II ❑'l Insured Receipt for Met�N�&ndlse ❑JRe Istbm ❑Retu I ❑;C:O.p ril ji4`+,'-Restricted iDelivery?(Extra Fee)+ Ily, 2`Artic a Number„ 7 010� 3 0-9 0 0001 5171 7888 I �� (Transfer„fn�ln°sen�ce labs,,,,,, ,;jl , PS Form 381(1;Febru�ry,2004° ” 3 ;DomesticlRetum Receipt 192s95"m redo -_- I �, ;,., �.�'`, .,?r., .,.` e+rr.0�2,�,°I ' Ft—n� ._, ,.,�� �.I I: II ..a..:i: .r���su�l I ,•sslu I , _ • • ? COMPLETE SECTION • DELIVERY ■laComplefe iterp�sf�;'�,.an '3 iAlsoFao►�tple�e,��(`'�„ ''�i�lq` � re,� !,J ` � rY � � �,_ ■t.Printhyour n$r e ` $tldres3 On,thel reVerS@ iY°t ,1 �trAtldmssee•J sorthatwlre�c�ani�tfelt�the,cat�to ydu a I'B Received by(i?rinted'Name) �G Date of Delivery', ■+Attach,lthis`cai ro�t}�e back ofilthemsilpiece, or,,,,On thBif�Ontllfp3CeupBR111t5 �IUIPI+` (�II r+� b Is delivery address different from kemlil? ❑I Yes 1 ArticleAddressedptb ti. ',' ';Y , f4 1 If YES enter delivery,addnass below ❑N' �,;���,�+� ,�'P�►�..��9/?� r!s� 601 +�Il,�, i 1 '�I :>�Ir rl�`I��r✓`r l�lr+ty7i�G' � �; ' (III�,� � y �t> I�cf3 �� ?�II n�, li�etlitillajll�, w rEitpress Mall,,Y li �j'❑iR�dis3eredt,� "IflReiurn Rec`eiptfor Merohandfae- ;',`, ,❑Illnsured6Malllr;.,�,❑,C O D�,» ,t I 4 Restrlddd' l{very?,(ExtraFee)J psYesu 2 Article Number 7 010 3090 0 0 01 5171, 7895 frvrrt,serneelabe� P$FOnntv�si�J,iiF0btuW,1c20, ' iJofalBStIC RBtUrrllReceip° 102595-02 M 15401 Carolyn M. Conway, Esq. Attorney at Law 416 West Broadway,Ste.3A South Boston,MA 02127-2241 August 29, 2012 VIA FEDEX Joyce A. Bradshaw, CMMC, Town Clerk Town of North Andover 120 Main Street North Andover, MA 01845 RE: Hokkaido Restaurant, Inc. 1250 Osgood Street North Andover, Massachusetts Dear Clerk Bradshaw: Enclosed for filing,please find: (1) ABCC Monetary Transmittal Form; (2) Application for Retail Alcoholic Beverage License; (3) Applicant's Statement; (4) Petition for Change of License (Alteration of Premises); (5) Corporate Vote; (6) Sam Lei Personal Information Form; (7) Sam Lei CORI Request Form; (8) Xihong Lei Personal Information Form; (9) Xihong Lei CORI Request Form; (10) Cheng Jing Guan Personal Information Form; (11) Cheng Jing Guan CORI Request Form; (12) Manager Application; (13) Johnny Ng Personal Information Form; (14) Johnny Ng CORI Request Form; (15) Floorplan(two levels); (16) Siteplan; (17) Articles of Organization for Hokkaido Restaurant, Inc.; (18) Commercial Lease Agreement; (19) Purchase and Sale Agreement for 1250 Osgood Street,North Andover; (20) Bank of New England Commitment Letter ($717,500) (21) SBA Loan Guarantee ($505,250); (22) Certificate of Good Standing for Hokkaido Restaurant, Inc.; (23) North Andover General Application; Email: cmc @cmconwaylaw.com • Telephone: 617-765-0391 • Fax: 617-269-5923 Carolyn M. Conway, Esq. Attorney at Law 416 West Broadway,Ste.3A South Boston,MA 02127-2241 Joyce A. Bradshaw, CMMC, Town Clerk Town of North Andover August 29,2012 Page 2 (24) Entertainment Application; (25) Check in the amount of$100,payable to the Town of North Andover; and (26) Check in the amount of$200,payable to the ABCC. We will bring the bank statements required by the ABCC to the hearing. If you need anything further to schedule a hearing,please do not hesitate to call me. Thank you for your attention to this matter. Very t yours, CaroTy Conway i CMC/cc Enclosures i i Email: cmc@cmconwaylaw.com Telephone: 617-765-0391 Fax: 617-269-5923 TOWN OF NORTH ANDOVER BOARD OF SELECTMEN GENERAL APPLICATION This is a general application for a license that the Board of Selectmen may grant. All license applications to the North Andover Board of Selectmen must be accompanied by the following information. Indicate if license is: new 7 transfer. ❑ change of dba❑ Other List type of license(s)applying for: Common Victualler ❑ Package Store All Alcohol Class I No.of vehicles for display: 0 Restaurant All Alcohol F-1 Package Store Wine&Malt ❑Class II,No. of vehicles for display:_ F7 Restaurant Wine&Malt ❑Fortune Teller ❑ Club All Alcohol ❑Vehicle for Hire/Taxi No of Vehicles: Annual Entertainment Sunday Entertainment Electronic Games-list below: F 71 Jukebox ❑ Billiard Table No.of tables: Business Name (legal):Hokkaido Restaurant, Inc. dba: Please attach copy of business certificate if applying as dba or individual. If business is a corporation or LLC, please attach: 1. Certificate of Good Standing from the Secretary of State's Office. 2. Corporate Vote authorizing business at the location. Address of licensed premises (include zip code): 1250 Osgood St., N.Andover, MA 01845 mailing address (if different than above address): 63 Belvidere Cir., Lowell, MA 01852 Name of individual/applicant authorized to apply for license:Sam Lei Business tel. no. of applicant:781.888.1610 Business email: samssushi88 @yahoo.com.hk F.E.I.N: (F.I.N.). 455504321 Please check one of the following:11 own premises ❑✓ lease premises 11 property under P&S Name and address of property owner if different from license holder: HJ and S, LLC, 63 Belvidere Circle, Lowell, MA 01852 Name Address If applicable, please attach copy of lease and/orPurchase and Sales Agreement. Do you currently hold a similar license? What type? Have you previously applied for a license? (Yes) ❑ (No) Have you ever had a license revoked? (Yes)❑ (No)F71 If yes, please indicate why: 1 If there is a building or structure associated with the license, please submit the following (preferably on 81/2 x 11" paper-no larger than 8 112 x 14"): 1. Floor plan (include seating area), and 2. Site plan indicating parking areas and access to town ways. If applying for a Class I or Class II license, please submit a plot plan that shows: 1.The number of the vehicles on display 2.The exact location of the vehicles 3. Customer parking 4. Office area Proposed hours of operation: Monday 11 a.m to 1:0017hursday 11 a.m. to 1 a.m. Tuesday 11 a.m. to 1 a-Friday 11 a.m. to 1 a.m. Wednesdayll a.m. to 1 aSaturday ll a.m. to 1 a.m-Sunday 11:00 a.m. to midnight (Specify liquor sale hours if different than regular establishment hours): Has the applicant operated a similar business? (If applicable) Name of Business: Address: Federal Tax No. (If applicable): I certify that the North Andover Police Department may run a criminal records check for any prior offenses and that this information may be transmitted to the Local Licensing Authority at their request. Date: I[ Z'Signature: I certify under the penalties of perjury that I,to the best of my knowledge and belief, have filed all state tax returns and paid all state 4pd locay taxes required by law. Date:— Signature: I certify that I have read through the conditions included with this license and agree to comply with any further stipulations that the Licensing Authority may from time to time approve. I also hereby authorize the Licensing Authority or their agent to conduct whatever investigation or inquiry is necessary to verify the information contained in t 's.application. Date: Signature: f' Please contact the Town Clerks Office at (978) 688-9501 if you have any questions regarding this application form. Reviewed and amended:2011 2 4 The Licensing Commission for the Town of North Andover APPLICATION FOR AN ENTERTAINMENT LICENSE The undersigned respectfully applies for an entertainment license as follows: LOCATION OF PREMISES 1250 Osgood St. CLASS OF LICENSE: LITE DESCRIPTION OF PREMISES: In two floors: three rooms and kitchen on first floor; function room, oflice and storage on ower asement level. HOURS OF OPERATION: Weekly 11:00 a.m. to 1:00 a.m. Sundayll:00 a.m. to midgig t Please check appropriate item(s); JUKEBOX X AMPLIFERS X PHONO;__X CABLE TV: X WIDESCREEN TV X CASSETTE OPER„TV MOVIES; INSTRUMENTAL MUSIC; 1 No.OF INSTRUMENTS: 1 Type of instruments: What floors VOCAL MUSIC: Karaoke No of persons DANCING BY PATRONS; Type of Dancing; What Floors? Size of dance floor; Exhibition or Trade Show Describe; Play-, Describe: Moving Picture Show: Describe: Floor Show: Describe: Athletic Event; Describe; — — -z •d— L996BB98LB UW01 WdjT :ZT ajoa ca Znd Page 2 Did you hold an entertainment license from the Commission pursuant to section 183A of Chapter 140? No. If yes,was it for the enact same entertainment being requested in this petition? .I Sam Lei ,the applicant or representative, certify to the following: I have read and understand all the requirements that may be imposed upon the applicant under Chapter 140, Section 183A this license and those policies of the Licensing Commission regarding entertainment, That the only form of entertainment which may be allowed on the premises, if the application is approved, will be that which the Licensing Commission approves based upon my application, That all statements provided herein are true and are complete as possible. That I understand that this license may be suspended or revolved should the Commission find that any items of information sought and given on this application are either untrue or not complete, or, that the applicant is found to have conducted the entertainment outside the provision of the above cited laws and :regulations and outside of the approval given on such license r°permit° F° Signature of Applicant 1 Date: Y / i I --- g •d — LSSEB698L6 FiN01 WdtrT �T 21C72 cE Znd :Print Form The Commonwealth of Massachusetts Alcoholic Beverages Control Commission 239 Causeway Street Boston,MA 02114 www.mass.gov/abcc RETAIL ALCOHOLIC BEVERAGES LICENSE APPLICATION MONETARY TRANSMITTAL FORM APPLICATION SHOULD BE COMPLETED ON-LINE, PRINTED,SIGNED,AND SUBMITTED TO THE LOCAL LICENSING AUTHORITY. ECRT CODE: RETA CHECK PAYABLE TO ABCC OR COMMONWEALTH OF MA: $200.00 (CHECK MUST DENOTE THE NAME OF THE LICENSEE CORPORATION,LLC,PARTNERSHIP,OR INDIVIDUAL) CHECK NUMBER IF USED EPAY,CONFIRMATION NUMBER A.B.C.C. LICENSE NUMBER(IF AN EXISTING LICENSEE,CAN BE OBTAINED FROM THE CITY) LICENSEE NAME Hokkaido Restaurant,Inc. ADDRESS 1250 Osgood Street CITY/TOWN North Andover STATE MA ZIP CODE 01845 TRANSACTION TYPE(Please check all relevant transactions): ❑X Alteration of Licensed Premises ❑ Cordials/Liqueurs Permit ❑ New Officer/Director ❑ Transfer of License ❑ Change Corporate Name ❑ Issuance of Stock ❑ New Stockholder ❑ Transfer of Stock ❑ Change of License Type ❑ Management/Operating Agreement ❑ Pledge of Stock ❑ Wine&Malt to All Alcohol ❑ Change of Location ❑ More than(3)§75 ❑ Pledge of License ❑ 6-Day to 7-Day License ❑ Change of Manager ❑ New License ❑ Seasonal to Annual ❑ Other THE LOCAL LICENSING AUTHORITY MUST MAIL THIS TRANSMITTAL FORM ALONG 1WITH THE CHECK, COMPLETED APPLICATION, AND SUPPORTING DOCUMENTS TO:' ALCOHOLIC BEVERAGES CONTROL COMMISSION P. O. BOX 3396 BOSTON, MA 02241-3396 APPLICATION FOR RETAIL ALCOHOLIC BEVERAGE LICENSE City/Town North Andover 1.LICENSEE INFORMATION: A. Legal Name/Entity of Applicant:(Corporation,LLC or Individual) Hokkaido Restaurant, Inc. B. Business Name(if different) : C. Manager of Record: John Ng D.ABCC License Number(for existing licenses only) E.Address of Licensed Premises 1250 Osgood Street —� City/Town: North Andvoer State: MA Zip: 01845 F.Business Phone: (781)888-1610 G.Cell Phone: (781)888-1610 H. Email: samssushi88 @yahoo.com.hk I.Website: J.Mailing address(If different from E.): 63 Belvidere Circle City/Town: Lowell State: MA Zip: 01852 2.TRANSACTION: ❑ New License ❑ New Officer/Director Transfer of Stock Issuance of Stock F Pledge of Stock Q Transfer of License r7 New Stockholder Management/Operating Agreement Pledge of License The following transactions must be processed as new licenses: Seasonal to Annual [] (6)Day to(7)-Day License ❑ Wine&Malt to All Alcohol IMPORTANT ATTACHMENTS(1): The applicant must attach a vote of the entity authorizing all requested transactions,including the appointment of a Manager of Record or principal representative. 3.TYPE OF LICENSE: 0 §12 Restaurant §12 Hotel ❑ §12 Club ❑ §12 Veterans Club §12 General On-Premises E] §12 Tavern(No Sundays) §15 Package Store 4.LICENSE CATEGORY: 7 All Alcoholic Beverages Wine&Malt Beverages Only Wine or Malt Only Wine&Malt Beverages with Cordials/Liqueurs Permit S.LICENSE CLASS: 0 Annual Seasonal 6.CONTACT PERSON CONCERNING THIS APPLICATION (ATTORNEY IF APPLICABLE) NAME: Attorney Carolyn M. Conway ADDRESS: 416 West Broadway,Suite 3A CITY/TOWN: Boston STATE: MA ZIP CODE: 02127 — � CONTACT PHONE NUMBER: 617.765.0391 FAX NUMBER: F 617,269,5923 EMAIL:Pc @cmconwaylaw.com 7.DESCRIPTION OF PREMISES: Please provide a complete description of the premises to be licensed.Please note that this must be identical to the description on the Form 43. In two floors: three rooms and kitchen on first floor;function room,office and storage on lower basement level. Total Square Footage: 12,253 Number of Entrances: 1 1 Number of Exits: 3 Occupancy Number: F351 Seating Capacity: 351 IMPORTANT ATTACHMENTS(2):The applicant must attach a floor plan with dimensions and square footage for each floor&room. 8.OCCUPANCY OF PREMISES: By what right does the applicant have possession and/or legal occupancy of the premises? Final Lease IMPORTANT ATTACHMENTS(3): The applicant must submit a copy of the final lease or documents evidencing a legal right to occupy the premises. Other: Landlord is a(n): LLC Other: Name: HJ AND S,LLC Phone: Address: 63 Belvidere Circle City/Town: Lowell State: MA Zip: 01852 Initial Lease Term: Beginning Date 9/1/2012 Ending Date 8/31/2022 Renewal Term: 10 Years Options/Extensions at: 10 Years Each Rent: $144,000.00 Per Year Rent: $12,000.00 Per Month Do the terms of the lease or other arrangement require payments to the Landlord based on a percentage of the alcohol sales? Yes F No [X7 IMPORTANT ATTACHMENTS(4): 1.If yes,the Landlord is deemed a person or entity with a financial or beneficial interest in this license. Each individual with an ownership interest with the Landlord must be disclosed in§10 and must submit a completed Personal Information Form attached to this application. 2.Entity formation documents for the Landlord entity must accompany the application to confirm the individuals disclosed. 3.If the principals of the applicant corporation or LLC have created a separate corporation or LLC to hold the real estate,the applicant must still provide a lease between the two entities. 9. LICENSE STRUCTURE: The Applicant is a(n): Corporation Other: If the applicant is a Corporation or LLC,complete the following: Date of Incorporation/Organization: 6/20/2012 State of Incorporation/Organization: Massachusetts Is the Corporation publicly traded? Yes ❑ No ❑X 10. INTERESTS IN THIS LICENSE: List all individuals involved in the entity(e.g.corporate stockholders,directors,officers and LLC members and managers)and any person or entity with a direct or indirect,beneficial or financial interest in this license(e.g.landlord with a percentage rent based on alcohol sales). IMPORTANT ATTACHMENTS(5): A.All individuals or entities listed below are required to complete a Personal Information Form. B.All shareholders,LLC members or other individuals with any ownership in this license must complete a CORI Release Form. —7 Name All Titles and Positions TSpecific#of Stock or%Owned Other Beneficial Interest Sam Lei All officers and Director 60% Xi Hong Lei Director 20% Cheng An Guan Director 20% *If additional space is needed,please use last page. 11. EXISTING INTEREST IN OTHER LICENSES: Does any individual listed in §10 have any direct or indirect,beneficial or financial interest in any other license to sell alcoholic beverages? Yes ❑ No ❑X If yes, list said interest below: Name License Type Licensee Name&Address Please Select Please Select Please Select Please Select Please Select Please Select Please Select *If additional space is needed,please use last page. 12. PREVIOUSLY HELD INTERESTS IN OTHER LICENSES: Has any individual listed in§10 who has a direct or indirect beneficial interest in this license ever held a direct or indirect,beneficial or financial interest in a license to sell alcoholic beverages,which is not presently held? Yes ❑ No X❑ If yes,list said interest below: Name Licensee Name&Address Date Reason Terminated Please Select Please Select Please Select 13. DISCLOSURE OF LICENSE DISIPLINARY ACTION: Have any of the disclosed licenses to sell alcoholic beverages listed in §11 and/or§12 ever been suspended, revoked or cancelled? Yes No X❑If yes, list said interest below: Date License Reason of Suspension, Revocation or Cancellation i 14. CITIZENSHIP AND RESIDENCY REQUIREMENTS FOR A(§15) PACKAGE STORE'LICENSE ONLY: i A.)For Individual(s): I 1.Are you a U.S.Citizen? Yes No 2.Are you a Massachusetts Residents? Yes ❑ No ❑ B.)For Corporation(s)and LLC(s) 1.Are all Directors/LLC Managers U.S.Citizens? Yes ❑ No ❑ 2.Are a majority of Directors/LLC Managers Massachusetts Residents? Yes ❑ No ❑ 3.Is the License Manager or Principal Representative a U.S.Citizen? C.)Shareholder(s),Member(s),Director(s)and Officer(s): 1.. Are all Shareholders, Members,Directors, LLC Managers and Officers involved at least twenty-one (21)years old?'' Yes ❑ No 15.CITIZENSHIP AND RESIDENCY REQUIREMENTS FOR (§12) RESTAURANT, HOTEL,CLUB,GENERAL ON PREMISE,TAVERN, VETERANS CLUB LICENSE ONLY: A.)For Individual(s): 1.Are you a U.S.Citizen? Yes No B.)For Corporation(s)and LLC(s) 1.Are a majority of Directors/LLC Managers NOT U.S.Citizen(s)? Yes ❑ No ❑X 2.Is the License Manager or Principal Representative a U.S.Citizen? Yes ❑X No ❑ C.)Shareholder(s),Member(s),Director(s)and Officer(s): Yes ❑X No ❑ 1.. Are all Shareholders, Members, Directors, LLC Managers and Officers involved at least twenty-one(21)years old? I 16.COSTS ASSOCIATED WITH LICENSE TRANSACTION: A. Purchase Price for Real Property: $1,180,000.00 B. Purchase Price for Business Assets: $0.00 C. Costs of Renovations/Construction: 1 $160,000.00 I D. Initial Start-Up Costs: 1 $120,000.00 IMPORTANT ATTACHMENTS,,(6):Submit any and all records, documents and affidavits including E. Purchase Price for Inventory: $0.00 loan agreements that explain the source(s)of money for this transaction. Sources of cash must F. Other: (Specify) 1 $12,750.00 include a minimum of three (3) months of bank statements. G:TOTAL COST $1,472,750.00 H.TOTAL CASH $250,000.00 I.TOTAL AMOUNT FINANCED The amounts listed in subsections(H) and (1) $1,227,750.00 must total the amount reflected in (G). 17. PROVIDE A DETAILED EXPLANATION OF THE FORM(S)AND SOURCE(S)OF FUNDING FOR THE COSTS IDENTIFIED IN §17(INCLUDE LOANS, MORTGAGES, LINES OF CREDIT, NOTES, PERSONAL FUNDS, GIFTS): CRE first mortgage from Bank of New England,SBA(504 program)term loan through Granite State Development Corporation,and personal funds from all 3 principals of the applicant corporation. *If additional space is needed,please use last page. I 18. LIST EACH LENDER AND LOAN AMOUNT(S)FROM WHICH "TOTAL AMOUNT FINANCED"NOTED IN SUB-SECTIONS 17(I) WILL DERIVE: A. i Name Dollar Amount Type of Financing Bank of New England $717,500.00 CRE Mortgage SBA(504) $505,250.00 20-yrTerm Loan additional space is needed,p ease use las t page. B. Does any individual or entity listed in §19 as a source of financing have a direct or indirect, beneficial or financial in�erest in this license or any other license(s)granted under Chapter 138? Yes No �X If yes,please describe: I I 1 1 i 19. PLEDGE: (i.e. COLLATERAL FOR A LOAN) A.) Is the applicant seeking approval to pledge the license? Yes FNo 1. If yes,to whom: 2.Amount of Loan: 3.Interest Rate: 4. Length of Note: S.Terms of Loan B.) If a corporation, is the applicant seeking approval to pledge any of the corporate stock? ❑ Yes,, rX� No 1.If yes,to whom: 2.Number of Shares: I i C. Is the applicant pledging the inventory? F� Yes rX-1 No If yes,to whom: IMPORTANT ATTACHMENTS(7): If you are applying for a pledge,submit the pledge agreement,the promissory;note and a vote of the Corporation/LLC approving the pledge. i 20.CONSTRUCTION OF PREMISES: Are the premises being remodeled,redecorated or constructed in any way?-If YES, please provide a description of the work being performed on the premises: 7 Yes ❑ No Exterior and interior painting Renovation of the bar area including installation of new carpeting,bar,counter tops,lighting,ceiling,and greenhouse area Installation of 3 HVAC units Updating/replacement of fire alarm system Construction for storage area behind bar,with addition of access doors(fire doors) Installation of new tables in dining area with table-top inductive cooking elements Renovation and construction of new sushi bar Roofing repairs Refinishing wood floors I i I 21.ANTICIPATED OPENING DATE: November 2012 I i IF ALL OF THE INFORMATION AND ATTACHMENTS ARE NOT COMPLETE MPLETE THE APPLICATION WILL BE RETURNED APPLICANT'S STATEMENT I, Sam Lei the0sole proprietor;0 partner;Z corporate principal; ❑LLC/LLP member of Hokkaido Restaurant,Inc. hereby submit this application for Ian all—alcoholic lic ens e(hereinafter the "Application"),to the local licensing authority(the "LLA") and the Alcoholic Beverages Control Commission (the "ABCC" and together with the LLA collectively the"Licensing Authorities")for approval. I do hereby declare under the pains and penalties of perjury that I have personal knowledge of the information submitted in the Application, and as such affirm that all statement and representatiors therein are true to the best of my knowledge and belief. I further submit the following to be true and accurate: (1) 1 understand that each representation in this Application is material to the Licensing Authorities' decision on the Application and that the Licensing Authorities will rely on each and every answer in the Application and accompanying documents in reaching its decision; (2) 1 state that the location and description of the proposed licensed premises does not violate any requirement of the ABCC or other state law or local ordinances; (3) 1 understand that while the Application is pending, I must notify the Licensing Authorities of any change in the information submitted therein. I understand that failure to give such notice to the Licensing Authorities may result in disapproval of the Application; 4 (4) 1 understand that upon approval of the Application, I must notify the Licensing Authorities of any change in the Application information as approved by the Licensing Authorities. I understand that failure to give such notice to the Licensing Authorities may result in sanctions including revocation of any license for which this Application is submitted; (5) 1 understand that the licensee will be bound by the statements and representations made in the Application, including, but not limned to the identity of persons with an ownership or financial interest in the license; (6) 1 understand that all statements and representations made become conditions of the license; (7) 1 understand that any physical alterations to or changes to the size of,the area used for the sale, delivery, storage, or consumption of alcoholic beverages, must be reported to the Licensing Authorities and may require the prior approval of the Licensing Authorities; (8) 1 understand that the licensee's failure to operate the licensed premises in accordance with the statements and representations made in the Application may result in sanctions, including the revocation of any license for which the Application was submitted; and (9) 1 understand that any false statement or misrepresentation will constitute cause for disapproval of the Application or sanctions including revocation of any license for which this Application is submitted. Signature: Date: g 3 12— Title: President The Commonwealth of Massachusetts Alcoholic Beverages Control Commission 239 Causeway Street Boston,MA 02114 www.mass.gov/abec PETITION FOR CHANGE OF LICENSE North Andover ABCC License Number City/Town The licensee Hokkaido Restaurant,Inc. respectfully petitions the Licensing Authorities to approve the following transactions: F7 Change of Manager Fx� Alteration of Premises Pledge of License/Stock Cordial&Liqueurs Change of Corporate Name/DBA F� Change of Location Change of License Type(§12 ONLY,e.g."club"to"restaurant") Change of Manager Last-Approved Manager: Requested New Manager: F� Pledge of License/Stock Loan Principal Amount:$ Interest Rate: Payment Term: Lender: 7] Change of Corporate Name/DBA Last-Approved Corporate Name/DBA: Requested New Corporate Name/DBA: Change of License Type Last-Approved License Type: Requested New License Type: O Alteration of Premises:(must fill out financial information form) Description of Alteration: Construction of storage area behind bar with addition of fire doors;installation of new tables with table-top inductive cooking elements,construction of new sushi bar. ❑ Change of Location:(must fill out financial information form) Last-Approved Location: Requested New Location: Signature of Licensee Date Signedry Z r (If C rporation/LLC,by its authorized representative) Financial Information: Costs Associated with License i 1. Real Property: $ 1,180,000 2.Business Purchase: $ o 3.Renovations/Construction: $ 160,000 4. Start up/Operating Capital: $ 1120,000 5.Inventory: $ 10 6. Goodwill: $ 10 7.Furniture: $ 12,750 8.TOTAL COST: $ 11,472,750 9.TOTAL CASH: $ 1250,000 10. TOTAL FINANCED: $ 11,227,750 The amounts in items 9 and 10 must total the amount reflected in item 8. IMPORTANT: Submit any and all records, documents and affidavits including loan agreements that explain the sources of money for this transaction. I, i I I August 27,2012 At a meeting of the Board of Directors of Hokkaido Restaurant, Inc. held at Lowell, Massachusetts, on June 21, 2012, it was duly voted that the Corporation apply to the Licensing Board for the Town of North Andover for a grant of a new CV 7-day all- alcoholic beverages license to be exercised at 1250 Osgood Street,North Andover, MA 01845. "Voted: To authorize Sam Lei of Lowell, MA to sign the application for the license in the name of Hokkaido Restaurant, Inc. and to execute any necessary papers, and to do all things required relative to the granting of the license." "Voted: To appoint John Ng of Framingham,MA as its manager or principal representative, with as full authority and control of the premises described in the license of the Corporation and of the conduct of all business therein relative to alcoholic beverages as the licensee itself could in any way have and exercise if it were a natural person resident in the Commonwealth of Massachusetts and that a copy of this vote duly certified by the Clerk of the Corporation and delivered to said manager or principal representative shall constitute the written authority required by Sec 26, Chap. 138, G.L." This is to certify that a majority of the directors of Hokkaido Restaurant,Inc., a Corporation duly organized under the laws of Massachusetts are residents of the Commonwealth of Massachusetts and citizens of the United States. This Corporation has not been dissolved. I i i A TRUE COPY ATTEST Secretary j I The Commonwealth pfMassachusetts Alcoholic Beverages Control Commission 239 Causeway Street - r Boston,MA 02114 -- _- www.mass.gov/ahcc PERSONAL INFORMATION FORM Each individual listed in Section 10 of this application must complete this form. 1. LICENSEE INFORMATION: B. Business Name(dba) A. Legal Name of Licensee Hokkaido Restaurant, Inc. D.ABCC License Number C.Address F1250 Osgood Street (If existing licensee) E. City/Town North Andover State I Zip Code 01482 F. Phone Number of Premise (781)888-1610 G.EIN of License F455504321 2. PERSONAL INFORMATION: A. Individual Name Sam Lei B. Home Phone Number 978-275-0568 C.Address 63 Belvidere Circle D.City/Town Lowell State MA Zip Code 01852 E.Social Security Number 031-78-6613 Date of Birth 7/1/1979 ^ G. Place of Employment Fashion Sushi, 10 Main Street,Tewksbury, MA 3. BACKGROUND INFORMATION: Have you ever been convicted of a state, federal or military crime? Yes ❑ No ❑x If yes,as part of the application process,the individual must attach an affidavit as to any and all convictions. The affidavit must include the city and state where the charges occurred as well as the disposition of the convictions. 4. FINANCIAL INTEREST: Provide a detailed description of your direct or indirect, beneficial or financial interest in this license. 60%owner of Hokkaido Restaurant IMPORTANT ATTACHMENTS(8):For all cash contributions, attach last(3) months of bank statements for the source(s) of this cash. *If additional space is needed,please use the last page 1 hereby swear under the pains and penalties of perjury that the information 1 have provided in this application is true and accurate: Signature Date D 3 I2 Title President (If Corporation/LLC Representative) Commonwealth of Massachusetts Alcoholic Beverages Control Commission 239 Causeway Street, First Floor Boston,MA 02114 W � STEVEN GROSSMAN KIM S. GAINSBORO,ESQ. TREASURER AND RECEIVER GENERAL CORI REQUEST FORM CHAIRMAN The Alcoholic Beverages Control Commission has been certified by the Criminal History Systems Board to access conviction and pending Criminal Offender Record Information.For the purpose of approving each shareholder,owner,licensee or applicant for an alcoholic beverages license,I understand that a criminal record check will be conducted on me,pursuant to the above.The information below is correct to the best of my knowledge. e ABCC LICENSE INFORMATION ABCC NUMBER: LICENSEE NAME: Hokkaido Restaurant,Inc. CITY/TOWN: North Andover (IF EXISTING LICENSEE) I I APPLICANT INFORMATION LAST NAME: Lei FIRST NAME: Sam MIDDLE NAME: MAIDEN NAME OR ALIAS(IF APPLICABLE): PLACE OF BIRTH: Hong Kong DATE OF BIRTH: 7/1/1979 SSN: 031-78-6613 ID THEFT INDEX PIN(IF APPLICABLE): MOTHER'S MAIDEN NAME: Wu DRIVER'S LICENSE#: S88590472 � STATE LIC.ISSUED: Massachusetts GENDER: MALE HEIGHT: D L1 WEIGHT: 120 EYE COLOR: brown CURRENT ADDRESS: F Belvidere Circle CITY/TOWN: Lowell STATE: MA ZIP: 01852 FORMER ADDRESS: 111 Dolphin Ave CITY/TOWN: [Revere STATE: MA ZIP: 02151 PRINT AND SIGN PRINTED NAME: SA L�� APPLICANT/EMPLOYEE SIGNATURE: NOTARY INFORMATION On this _ �r before me,the undersigned notary public, person 1111"AW4d �~�'t pub (name of document sig. r),proved to me through satisfactory evidence of identification,= ich to be the person whose name is signed on the preceding or attached document,and acftno ged Q) she) signed it voluntarily for its stated purpose. a: z 9 °fwd y �41111111N11/1, P DIVISION USE ONLY REQUESTED BY: SIGNATURE OF CORI-AUTHORIZED EMPLOYEE The DCJI Identify Theft Index PIN Number is to be completed by those applicants that have been issued an Identity Theft PIN Number by the DUI.Certified agencies are required to provide all applicants the opportunity to include this information to ensure the accuracy of the CORI request process. ALL CORI request forms that include this field are required to be submitted to the DCJI via mail or by fax to(617)660.4614. The Commonwealth of Massachusetts Alcoholic Beverages Control Commission 239 Causeway Street = Boston,MA 02114 www.mass.gov/abcc PERSONAL INFORMATION FORM Each individual listed in Section 10 of this application must complete this form. 1. LICENSEE INFORMATION: Business Name(dba) A. Legal Name of Licensee Hokkaido Restaurant,Inc D.ABCC License Number C.Address[1250 Osgood Street (If existing licensee) E. City/Town North Andover State MA Zip Code 01845 F. Phone Number of Premise (781)888-1610 G.EIN of License 455504321 2. PERSONAL INFORMATION: A. Individual Name Xihong Lei B. Home Phone Number (781)289-2303 C.Address 127 Atlantic Avenue#1 D. City/Town Revere State MA Zip Code 02151 E.Social Security Number 031-78-6611 F. Date of Birth 10/8/1974 G. Place of Employment Yutaka.339 Squire road,Revere, MA 3. BACKGROUND INFORMATION: Have you ever been convicted of a state, federal or military crime? Yes ❑ No ❑x If yes,as part of the application process,the individual must attach an affidavit as to any and all convictions. The affidavit must include the city and state where the charges occurred as well as the disposition of the convictions. 4. FINANCIAL INTEREST: Provide a detailed description of your direct or indirect, beneficial or financial interest in this license. 20%owner of Hokkaido Restaurant, Inc. IMPORTANT ATTACHMENTS(8):For all cash contributions, attach last(3) months of bank statements for the source(s) of this cash. *If additional space is needed,please use the last page 1 hereby swear under the pains and penalties of perjury that the information 1 have provided in this application is true and accurate: Signature Date Title ;reC.Kor = cJe� (If Corporation/LLC Representative) Commonwealth of Massachusetts Alcoholic Beverages Control Commission 239 Causeway Street, First Floor Boston,MA 02114 - r a �r STEVENGROSSMAN KIM S. GAINSBORO,ESQ. TREASURER AND RECEIVER GENERAL CORI REQUEST FORM CHAIRMAN The Alcoholic Beverages Control Commission has been certified by the Criminal History Systems Board to access conviction and pending Criminal Offender Record Information.For the purpose of approving each shareholder,owner,licensee or applicant for an alcoholic beverages license,I understand that a criminal record check will be conducted on me,pursuant to the above.The information below is correct to the best of my knowledge. ABCC LICENSE INFORMATION ABCC NUMBER: LICENSEE NAME: Hokkaido Restaurant,Inc. CITY/TOWN: North Andover IF EXISTING LICENSEE) APPLICANT INFORMATION LAST NAME: Lei FIRST NAME: Xihong MIDDLE NAME: MAIDEN NAME OR ALIAS(IF APPLICABLE): PLACE OF BIRTH: China DATE OF BIRTH: 10/8/1974 T SSN: 031-78-6611 ID THEFT INDEX PIN(IF APPLICABLE): MOTHER'S MAIDEN NAME: Wu DRIVER'S LICENSEM 579377982 STATE LIC.ISSUED: Massachus2tt5 GENDER: MALE HEIGHT: D O WEIGHT: 125 EYE COLOR: brown CURRENT ADDRESS: 127 Atlantic Avenue,Apt 1 CITY/TOWN: Revere STATE: MA ZIP: 02151 FORMER ADDRESS: 110 Dolphin Avenue CITY/TOWN: —77 STATE: MA ZIP: Q.�tS I PRINT AND SIGN r PRINTED NAME: ��Q/U ` G APPLICANT/EMPLOYEE SIGNATURE: NOTARY INFORMATION On this 7 C-L— before me,the undersigned notary public, personally appeared lXl (name of document signer),proved to me through satisfactory evidence of identification,which were to be the person whose name is signed on the preceding or attached document,and acknowledge -ned it voluntarily for its stated purpose. �r�C. 31, V, i _ S TA _ Ow OF b DIVISION USE ONLY REQUESTED BY: .SIGNATURE OFCORI-AUTHORIZED EMPLOYEE The Dal Identify Theft Index PIN Number is to be completed by those applicants that have been issued an Identity Theft PIN Number by the DUI.Certified agencies are required to provide all applicants the opportunity to include this information to ensure the accuracy of the CORI request process. ALL CORI request forms that include this field are required to be submitted to the DUI via mail or by fax to(617)660.4614. The Commonwealth of Massachusetts Alcoholic Beverages Control Commission 239 Causeway Street -- - r Boston,MA 02114 ' www.mass.gov/abcc PERSONAL INFORMATION FORM Each individual listed in Section 10 of this application must complete this form. 1. LICENSEE INFORMATION: B. Business Name(dba) A. Legal Name of Licensee Hokkaido Restaurant Inc D.ABCC License Number C.Address 1250 Osgood Street (If existing licensee) E. City/Town North Andover State MA Zip Code 01845 F. Phone Number of Premise (781)888-1610 G, EIN of License 455504321 2. PERSONAL INFORMATION: A. Individual Name ChengJing Guan B. Home Phone Number C.Address 2 Johnny Court#2 D.City/Town Boston State MA Zip Code 02111 I E.Social Security Number 019-84-1867 F. Date of Birth 2/4/1976 G. Place of Employment 3. BACKGROUND INFORMATION: Have you ever been convicted of a state, federal or military crime? yes ❑ No ❑x If yes,as part of the application process,the individual must attach an affidavit as to any and all convictions. The affidavit must include the city and state where the charges occurred as well as the disposition of the convictions. 4. FINANCIAL INTEREST: Provide a detailed description of your direct or indirect, beneficial or financial interest in this license. 20%owner of Hokkaido Restaurant, Inc. IMPORTANT ATTACHMENTS(8):For all cash contributions,attach last(3) months of bank statements for the source(s) of this cash. *If additional space is needed,please use the last page 1 hereby swear under the pains and penalties of perjury that the information 1 have provided in this application is true and accurate: Signature �'� J f/(� (� Date /2— Title �� � ✓ (If Corporation/LLC Representative) Commonwealth of Massachusetts Alcoholic Beverages Control Commission 239 Causeway Street, First Floor Boston,MA 02114 e w ,r STF,VEN GROSSMAN KIM S. GAINSBORO,ESQ. TREASURER AND RECEIVER GENERAL CORI REQUEST FORM CHAIRMAN The Alcoholic Beverages Control Commission has been certified by the Criminal History Systems Board to access conviction and pending Criminal Offender Record Information.For the purpose of approving each shareholder,owner,licensee or applicant,for an alcoholic beverages license,1 understand that a criminal record check will be conducted on me,pursuant to the above.The information below is correct to the best of my knowledge. ABCC LICENSE INFORMATION ABCC NUMBER: LICENSEE NAME: Hokkaido Restaurant,Inc ^� CITY/TOWN: North Andover (IF EXISTING LICENSEE) APPLICANT INFORMATION LAST NAME: Guan FIRST NAME: Cheng.ling MIDDLE NAME: MAIDEN NAME OR ALIAS(IF APPLICABLE): F PLACE OF BIRTH: F-:�p//J A DATE OF BIRTH: 2/4/1976 SSN: 019-84-1867 ID THEFT INDEX PIN(IF APPLICABLE): MOTHER'S MAIDEN NAME: DRIVER'S LICENSE#: y 62,59 1) ?— 1 STATE LIC.ISSUED: Ma.9saChusetts GENDER: MALE HEIGHT: E= K= WEIGHT: 125 EYE COLOR: brown CURRENT ADDRESS: 2 Johnny Court Apt 2 CITY/TOWN: Boston I STATE: MA ZIP: 02111 FORMER ADDRESS: CITY/TOWN: STATE: ZIP: i PRINT AND SIGN PRINTED NAME: N�j�✓� �� A APPLICANT/EMPLOYEE SIGNATURE: � YY /J i NOTARY IPJFORMA ION M On this ( ` before me,the undersigned notary public,pe,sdr lkdj� b ` (name of document signer),proved to me through satisfactory evidence of identification,iv e z to be the person whose name is signed on the preceding or attached document,and acinowlge e) he)signed it voluntarily for its stated purpose. LMOF.�F!� ''n� fiMrr. DIVISION USE ONLY REQUESTED BY: SIGNATURE OFCORI-AUTHORIZED EMPLOYEE The DUI Identify Theft Index PIN Number is to be completed by those applicants that have been issued an Identity Theft PIN Number by the DCJI.Certified agencies are required to provide all applicants the opportunity to include this information to ensure the accuracy of the CORI request process. ALL CORI request forms that include this field are required to be submitted to the DCII via mall or by fax to(617)6604614. The Commonwealth of Massach usetts Alcoholic Beverages Control Commission 239 Causeway Street - = Boston, ALL 02114 - www.mass. ov/abcc Y � PERSONAL INFORMATION FORM Each individual listed in Section 10 of this application must complete this form. 1. LICENSEE INFORMATION: B.Business Name(dba) A. Legal Name of Licensee Hokkaido Restaurant, Inc D.ABCC License Number C,Address 1250 Osgood Street If existing licensee) E. City/Town North Andover State MA Zip Code 01845 F. Phone Number of Premise (781) 888-1610 G. EIN of License 2. PERSONAL INFORMATION: A. Individual Name Johnny Ng B. Home Phone Number 7815269955 C.Address 106 Newbury St D. City/Town Framingham State MA Zip Code 01701 E.Social Security Number 063-56-6479 F. Date of Birth [8/5/1962 G. Place of Employment 3. BACKGROUND INFORMATION: Have you ever been convicted of a state, federal or military crime? Yes ❑ No ❑x If yes,as part of the application process,the individual must attach an affidavit as to any and all convictions. The affidavit must include the city and state where the charges occurred as well as the disposition of the convictions. 4. FINANCIAL INTEREST: Provide a detailed description of your direct or indirect, beneficial or financial interest in this license. General Manager for restaurant IMPORTANT ATTACHMENTS(8):For all cash contributions, attach last(3) months of bank statements for the source(s) of this cash. *If additional space is needed,please use the last page I hereby swear under the pains and penalties of perjury that the information 1 have provided in this application is true and accurate: s Signature Date �O f Title _ (If Corporation/LLC Representative) The Commonwealth of Massachusetts Alcoholic Beverages Control Commission 239 Causeway Street J Boston,MA 02114 www.mass.gov/abcc MANAGER APPLICATION All proposed managers are required to complete a Personal Information Form, and attach a copy of the corporate vote authorizing this action and appointing a manager. 1. LICENSEE INFORMATION: Legal Name of Licensee: Hokkaido Restaurant,Inc. Business Name(dba): Address: 1250 Osgood Street City/Town: North Andover State: MA Zip Code: 01845 ABCC License Number: F Phone Number of Premise: (781)888-1610 (If existing licensee) 2. MANAGER INFORMATION: A. Name: Johnny Ng B. Cell Phone Number: 7815269955 C. List the number of hours per week you will spend on the licensed premises: [50 3. CITIZENSHIP INFORMATION: A.Are you a U.S.Citizen: Yes RX No R B.Date of Naturalization: 1974 C.Court of Natura!ization: Suffolk County,NY (Submit proof of citizenship and/or naturalization such as Voter's Certificate,Birth Certificate or Naturalization Papers) 4. BACKGROUND INFORMATION: A. Do you now,or have you ever,held any direct or indirect,beneficial or financial interest in a license to sell alcoholic beverages? Yes ❑X No If yes,please describe: Far East Restaurant,Woburn,MA;full liquor(1996-2012) B. Have you ever been the Manager of Record of a license to sell alcoholic beverages that has been suspended, revoked or cancelled? Yes © No ©X If yes,please describe: C. Have you ever been the Manager of Record of a license that was issued by this Commission? Yes FX-] No If yes,please describe: Far East Restaurant D. Please list your employment for the past ten years(Dates, Position, Employer,Address and Telephone): 1996-2012-General Manager/Owner,Far East Cafe,40 Cummings Park,Woburn MA I hereby swear under the pains and penalties of per ury that the information I have provided in this application is true and accurate: Signature Date — s �pZ i Carolyn M. Conway, Esq. Attorney at Law 416 West Broadway,Ste.3A South Boston,MA 02127-2241 September 25, 2012 VIA FEDEX Ms. Karen Fitzgibbons, Assistant Town Clerk Town of North Andover 120 Main Street North Andover,MA 01845 RE: Hokkaido Restaurant, Inc. 1250 Osgood Street North Andover,Massachusetts Dear Ms. Fitzgibbons: Enclosed is the original Affidavit of Notice to Abutters. I am awaiting one more green card and will bring it to the hearing. Also,please be advised that Yung Ng is the same person as John Ng on the application. John is his American appellation. Just in case, I am preparing substitute filings so that the name Yung Ng appears on the application and will bring them with me to the hearing. I have instructed Mr.Ng to bring better copies of his naturalization paper to your office. Hopefully,that will be done by the time you get this. Thank you for your assistance in this matter. Ve ly your Carol M. Conway CMC/cc Enclosure r- Email:cmc@cmconwaylaw.com Telephone: 617-765-0391 Far: 617-269-5923 AFFIDAVIT OF YUNG WAH NG My name is Yung Wall Ng, I am 50 years old, currently reside at 106 Newbury Street, Framingham,Massachusetts 01701. 1 have been using the alias names "John Ng" or "Johnny Ng" for the past 30 years in conducting my business in the restaurant industry. I declare that, to the best of my Imowledge and belief, the infom7ation herein is true, correct, and complete. ing,Wal Ng I STATE OF MASSACHUSETTS, COUNTY O' On this Twenty-Six. th (26') day of September, 2012, before the personally appeared Yung Wah Ng, to one known to be the person described in and who executed the foregoing Affidavit, and being first duly sworn on oath according to law, deposes and says that he has read the foregoing Affidavit subscribed by hint, and that the natter stated herein are true to the best of his Knowledge, info Zation and belief. Notary Public ` 'tALIF OF rASSACHUSEITS MY COMMISSION EXPIRES 08/08/2014 Title M commission expires U U Q�J Y p It ti ��.ap v' p h r`� m 4yy �1; .,6`. .,. .A/.., .a r -2.io -. A ,.r :: :. ��yy,,. 1 t 4. `''fit... t. rY-•. _ ,t a� ., .�::. .�7-,_RJ.,,,�._.w._: > _. PY. < @i5:.,.9?_, ...- - r -w"..:�9' �,'`�T r-:R. f:v c -�.�, r .a. �;,.,-f�rt,rr..,f : 15 3 C:#-• f�,�1 - ,�' �i- _ IT''` e� "Gll v.,<'t� ::.� -„ar.'.. I �a :E;,It,rl`•.�::: I R!ar i> Y\”` ;e f :, -e:,�wan..mi,� �`" 'CLy�Cs'�i ~NR". bFy IS. u? 9sr' 5'a� �' :1 :t'i, .} - /z: fl� 11.. _ _.. &. ,._All. .,:.. :.., .f.:c ,.l,, ..-,: .... .. .. A •, � I.J.4.P. -0.y{ ..s ham,., ..;4 >:t t � P yM1f. „Y R , ...r , , S �- �t _ p ran r, •. ,• ,a .t sr, , ., :. -Y� rot, •=,.:ras s• .t:.-.. ..o>_c :::,,.. .., o-;' m - ,.:: ,.,r .. y,j - +i:.::.. ,..-:._. i. .h -.V9.t , -a.:._ .t-i a".../T'. ,r r _ f ,, .3 - .�- .., } �al G�3 -r. , .n, tee. ME.�. ter., _ 5 r u.t -� ss•s .. ) „p a _ ,- ,a v. - 4ti, ..,. yr .C.. $,... gg,�.. .,_: n s;, r�..;na 1 .- �• .^»• m :'t> �±r`tta, �. ,r. ?" r�' .I 's` o :,'f .1 P. d, ,a TN• 7 .ti�<:rc'7.1,. .. ::vim,. .� .m_ 4 arc. �d',; .J wVgi�+- 4, .%:air ...'`r/.' u `r ...,r- X+•�e ,��., g 0. c It. : - .,.cw ,,..1 _ n. ri .! a r.. a ... :�. ''r' d, °\.. t ,e fi ., r Yom . ,tii r ^,.$.:c.,- ..,, 1(r/ r'1•,I,��r a r_,: S `.' .--s� 31w.,ww "r"�aw.T,.°"a..� ,a+.�-,.t �� ,r, �F `n,t ..ti J" r ,".;'R r, A°t•w."s ?+., ,He'!3;..+ { I wo:I,,. li - �m �,. 7a a uc a" y uI 1 :y� E = ` ' G .w A <41 �]. »:a .,P - n a -: .. ,i };. t �tzl rr �,t ? fi r. Y ' J i P , _. 6 I,, ra id, .1 ,:.x:3 4 .4 2 9 6 6 �Iv , : �� 1' SdD.f. _ -,. 7. _. ,t. -,r 1. I _. .. :., { 7 ,.: i '� 9 ! F aI ,. 1:" { i s V 1 b . 9 fiaa9 , IA i Jn r ! I l/ f :. .!. ,. ✓. l.. 1,,1F r , „ :� ,. r r, f. ,. .,,n,r f. A us,. r .. ,,..: a 9 J� NM. I ,vj.r:1?Lii I� `rr.��.r�. 4.t�r;, ��r?gtr a a s/�« „fir: f ,�� `r>' , +r�`,�., J r> i ,. I.) ._.- ., eG�1.t1 , - J .J ._:..:BrOWn ..; : r .. _l m..:. :; .,. :� J_ /r.�/ Black. 5 7. r :� �.. >'%df..1t .�•.ra!1i4+/ /. i.�f z�rE, rJ.. ,un), r2 Y'1 rr✓P�� ry/� /l. r�dt'd sl 4� ... y ._,.,�.. - Qsl. „. <. ,. .c, ; r :S tit ` d. ,[{ Y * 1�5 t4 (fir., f ��..,., . : :. ,. . � , rz r./�y,J#� �, ,� r...�, 9�c ..r:.l� ,: �- V / �._ � , , :, ?: ; t � • , M rr ed _. : �.. r a / r: ;China .r... , :� Y �,� _,,_. _ . .., �Y) /1,F/fr-vf f 1,../1'1�F,+r ✓✓rid!✓✓/,f✓a�, ', r s l / r �. :. rs , ;� �r�.�,�d�fdr :er ,�..�. ` >r� df. ds���,., d.o. , r . : a,r_,� #� ,�: �, ,? � J�+rar,� ,r%. .xar..li,1. G tl,/li .l to!P1 ,? �Y �rC,rvJ//. dir.rJ., d•:. f� 1 C - 9r 1�,r. r d t f,:, r • , llk,l�. t , - , t 4r�i . U' rr• L, d 4, ¢ I�y - _ e i - I t 1••1� i (',1 7lri 11 _ 'r J .1i >'S Ff 1p41 �r ,y 1. 7- .. t)(, , $99a 1f} _ jj,, 15. dt.. c b3dS I Y„ ^' �;N .f- M r(tj .,1,1.E \: , , Y. d. t : ,rr,' V ...: ieprr ": :,,.� z � 99,� SIG: r :. .. :?' Y. z. .,. If,.. 1 �J +✓rt _,��drr! �f�s� ��rr�', rt 1r�rarrr�rre� - i, jj ¢� '"�+ St to ' Fr'I�Te Y' r c 3 s °',�r� a a w` o iV,I t,'t l�lf� :,` l . '•� ...(I'��1 y-� '"-�Y t '� I i tt j �t _ 1 '4� / , , ti .y' :x :.; .� '.v c ..t.. >.= -:+�'-'� "� .y'' �sI ri::.., y. ,z f ? .:{j ,f f "A i ,� 7 r S k ( fi< i r. .. r r 1' .I. r ,,� x< S.u.f,' ol]f:,Cou2�t 11 j t � ' 't 1 u i / t H� JJ1' 3 t. 3 ft q . .., , ♦`/err! r, Oyu f r~.,:r r,: / Rivehea'd .New..York. ;' }� 1. ff,,,f.,l to :. ::`,� _ ",fw'�., .,aE ,. "— L,.i;,Lr ,..Jl .-.'�K. �B I __t}K.tI G✓>' t_ y f,Y'�, V lh i et ..., :::C " 6 Y t �, �„ :...-.IDeae er 4. : l98':0 r fin rani ASN a. �7�r11 1, dsa , atr Y' Wah _ 1 fe�a i i ubc t it , — �Z'a9 Il �' r r K { } r l t � 9 ? '�,�.` �� !r 39 Ameri.ean ;Blvd. Brentwood:o_New..Yark 4 1� e . : r1- j t/t� l ar G" yr ..t'� �(7 y Y ::. ,5jy�,y�-r{E�r, :_'+�. ,a,i"•,•3:fc :_y .�::: , , r F :r i= K ',t + / ki S"Ji e9,3,r „'. IY,�,I tl r• ::.::' :'.::, �1S.r. ...e. ._ .,. .:,:sr .:"r,.i '.:,.- 1 .. ..:. -.,,: :7 7' .�. / '.1'1Y 1. Y,:S'.;I x..11 .::, 114,dr'r _.. .... - :. 3',.x. ..u. - , ',..., ?;. / -'>, - - s 1s{I,r a #:_a„r,,a{ fi:� , f ...! Jr .,�,��rl1�rrr:tl3r�337�1, :r'�J '�� 0 // ✓. r i�' t,< ,1-lj... .,vC.. :. +:....,.rf, -r. ..✓�..Ki.: �.... r` ,�r-s''1�:-- fi F ' ;R/41 t '/ 'v.z::��Lt�r4i,.j.�t'rt/ r J.G', ,tv: ,.J'.I'll f.:7 t ...,-,,,t l 7a ..f::.. .:,' a. ., YL:. ..:.`r Y', / !_ �r `1°a t �,. ...tom ,, f. r'�� r/rr .� l�if rrz,: - :� G�i r�rr,•.%rrl� f �r "��� rr ��,� �' » r�r,, � s !r� : '� r :.- it r .,.:.,: ....,:,.,:. -v _,I.^.v.. ._,,: ,ti.::•., :•- :f' ,' Y /._.. :y.. ..�. ... L 11 rJ G•Z G tY Y�U, 1. ,L, 'I I.GM1 ff Y! :LL/{ /,• L' I/ r 'V Y� J 7 Y/�L i' r r /^ ,_ , '� gy ff- .. .:. , _ r, ". ,., r rr{ - :.:.... :. �.+j ` /°': J/ rx>< . r '�s��'✓>�,r�.�� r,�? 1 ��. � „�. !l�r., , r. .y t!' !'- rn ': ` f�' r ._ ,t? ,rFf � f !, , ( ;?e, hJr. ,. !l�..: �..✓ r'i £ ✓mss t'r r 'o .G.t` �`,i _ F 1 ...... .. ,...,., Tt ' f futl.r.' �itl 34 _ :, - ..�r.,/Y , -„6rt�. ,rte ,i'? §. rl" trF.,,i� r.a�.# ar rri��:! 'vie?f71.:f!{rJ '�.r"strr . . ,. - :,� . r., ,,, a T � ='-'' Z /i .•Fl .. r.., 4th a . a } vJ'.iti✓ J' i' .{/r/.� .f%:f %.Jr �,_,rlli1.1 ... >_,,.. ,, . J,,fffirr. E'+.4r f ✓, e'r'e�lr'{_f'G'rf; �'y% f n /ti.,.. 1° °r�J/ .d �..r / .�.I_"I I �1 11 s.� - _ fir.pk. _ ,,,.:. ...::_ ... ..-,.,...., ..: I - ..' 2'- 6, r, I r r1.. da I - r,,r, De.cemler,::, 1 iB 1�. ;. dt'l+` — r, ,J :,lrc��P%?. .�rJ1 "'T. +E` .Grier t�!r/j, ,''}Lriid��,j,l �e''%: 9,,,�, ,: 04,G .. . .,_. ,.: -,-: „-.:1. :.,.:. ': r 'r �r �. .f r 1...r -� �QadVy feB @ 'i ,— ry .9,1..1 :.'::;,. \._:.,: -' , is r ', 3 -•j s , t l 7,4' `yti .. - . ,: Qz4�4 599,'x;I, , ._ <-J. - ,, r•I,4,. t . i.,j, - "�. 1 } - S , ,y1. .� -a y ,', 1NlF t,:�,• :h �:e Z ;•rit - Arthur J sii I; n. j, .;' .. .� 1 . ,r* Su :. ,. p ,�. . t t ._,.: .;,:!:! }.�,a..t.i.I i.IJt.T, �t:.:,1"i-.::U ._°i V:,.t (}. ::.: a 1 .I"It f -., _ I N .,T pal, F '" ,r, i.:. .0--,. , - ., f Y ,4� -, �. ._ n... ,......, .. ., W,!. I I 1 _kp f ...rte T 1l:T Fi S EK f�F 1( i..l E 1.,. /'� f/.., -rte y y/��1 P..t iF.:..-2a .�.! :. :;.5. -..,: :� -:`.: G ✓�+4�•f. V l �(Yy(,I; •lA.?.2 , �y "'t d v y,. l,,.M' ,r'11 ?,t _ �1`-..-X':° ..:.d°1 e..�'. '- ,1 - v. 'tz3 I t r I ` :..!S„ ...-ii?. L t •.`c•"..,- uwuu:wwwu„r.:uyww .mnn .:.-:.am ,v u.,11.-' - "vTtu"uuuwwumnnunnu:oiuuuiw,wi wuw, •ulww- .r-�..�H 1� ^'•r'Y-,�'y� + r-t tt ,J, ,`:+,i _ �4,y,. >}qr�.0=� eL' =s: ``.,,_._;• <;:-�a-,t•-<.m ” "10 �y� ., �rS�1y�;�y7gl:� �,-r�-mss ,t.• "v 4.dl,..r.E. 4 ,. '�+'�:" ��� :1W Y rI ,da.`r',*„:>"bE _ ° ,,-_, - ,7,, .e.�r`e. ..n'_:y" :tr., �¶ .t .• � _ .+SSVIf? y_ r .., 7 �+f,.r,,`<r .r , -s; •,�. a... :�-: `, � a:v.�, 6:'s ,r4..1.4. @ $• y;1J. - ,i$ :s?:k:9 t...f�9::�. ssw :s. - i i; J.,;. r /.t: `J'1 '- ,._ .<- .�::y;�,,:.+ '. � � -- - - ,_ —_ �� W:,,;,; 'b"yG '1� .. �_ —I -1 fad" t, �. r:, m mmmmmm �,� �� i A 4 .• �4i ,� :.rrY, b ` '�' �..,,,.,„ �'^�:5;"rl r.;'� X51",`�i•+<",.L;'. �,T.�,. '..�,SGlyl.us^.d::t'Ta 9E:C-F3,z.G^.c`_' —� ot•�.." `Y dm rnn„n-+mm„m:-mrmmmmmrnmmmmmrmmnmmmmmm� Rtll. -,•�' ..tly� ?"' _ .,nf)8 `°".� Town o ° harm Atc ee all, 3 � � nira 'lit+ 3 ifjc1t, ra n _ ar Yung n •. �: r._ NS F_aa 4 ( •�. j f S. -IC%-2013 eTiPS pn`P.rem'ise ASSN: XXX-XX-XXXX Issued: $116/2010 Expires: 8/1-6/20V3 ' ,.ID#: 2848053 DOB.: YYJX-VJXXXX Yung Ng 1.06-Newbu y St: Framingham; MA 01701 For service visit us online at www,.gettips.com Commonwealth of Massachusetts Alcoholic Beverages Control Commission - 239 Causeway Street, First Floor Boston,MA 02114 r o" STEVEN GROSSMAN KIM S. GAINSBORO,ESQ. TREASURER AND RECEIVER GENERAL CORI REQUEST FORM CHAIRMAN The Alcoholic Beverages Control Commission has been certified by the Criminal History Systems Board to access conviction and pending Criminal Offender Record Information.For the purpose of approving each shareholder,owner,licensee or applicant for an alcoholic beverages license,I understand that a criminal record check will be conducted on me,pursuant to the above.The information below is correct to the best of my knowledge. ABCC LICENSE INFORMATION ABCC NUMBER: LICENSEE NAME: Hokkaido Restaurant,LLC CITY/TOWN: North Andover (IF EXISTING LICENSEE) I I I APPLICANT INFORMATION LAST NAME: FNg FIRST NAME: Johnsy MIDDLE NAME: MAIDEN NAME OR ALIAS(IF APPLICABLE): F PLACE OF BIRTH: China DATE OF BIRTH: 8/5/1962 SSN: 063-56-6479 ID THEFT INDEX PIN(IF APPLICABLE): MOTHER'S MAIDEN NAME: Chen DRIVER'S LICENSE#: S50548472 I STATE LIC.ISSUED: Massachusetts GENDER: MALE HEIGHT: E—::�] 17 E�l EYE COLOR: brown CURRENT ADDRESS: 106 Newbury St CITY/TOWN: Framingham STATE: MA ZIP: 01701 FORMER ADDRESS: CITY/TOWN: F STATE:E::::1 ZIP: PRINT AND SIGN PRINTED NAME: . : � APPLICANT/EMPLOYEE SIGNATURE: NOTARY INFORMATION 0l 2_ On this T �+fy or �u9Ltsr before me,the undersigned notary public,personally appeared ��y dUrU (name of document signer),proved to me through satisfactory evidence of identification,w4were i'11y�S � /7S i��L kC1C 1-Jf f to be the person whose name is signed on the preceding or attached document, and ackn me that(he) (she)signed it voluntarily for its stated purpose. 1 NOTARY DIVISIONUSEONLY S DANIEL G ALUIGI 9 Notary Public REQUESTED Ry: \Y1 Commonweakh of Massachusetts SIGNATUREOFCORI-AUTHORIZED EMPLOYEE My Commission Expires April 18,2014 The DOI Identify Theft Index PIN Number is to be completed by those applicants that have been issued an Identity Theft PIN Number by the DUI.Certified agencies are required to provide all applicants the opportunity to include this information to ensure the accuracy of the CORI request process, ALL CORI request forms that Include this field are required to be submitted to the DOl via mail or by fax to(617)660.4614. 1250 Osgood St. 112 25" CL T7 Storage 8'3 Walk-in Refrigerator N. Andover, MA 15 Booths Main Level 39'5 Area = 7867 sq ft ® I 39'10 ,4, r j, 49'0 Dining -.� 2510 .,.�...T . Loading _.. . - Bar . Dock Kitchen uffet � abl r Bar 34'7 34,1 r 31'6 Bar 22'0 ., 33'7 35'9 _ Storage 12'7 for. 14'0 Teppany i Tables - Fish Tank r _' Glass Block Counters -" 46'2 8`8 Skylight Area Foyer N A 1250 Osgood St. N. Andover, MA O Shwr Water Ht 21'5 Basement Level Area = 4386 sq ft 1310 — 21'3 23'0 � 12'10 r 18'3 r Walk-in Function Rm. r Fridge 35'4 39'8 r Storage Storage Storage Storage 1116 12'2 Office 9'0 815 — 19'5 1911 10'10 1 �2 16,11 (' 14'3 CL Bar .t 14T Furnace U _N (1-a 24'0 -i 31'9 r 8'5 13'2 I i r\ioR ., au�eJE.� PLLIJ NI•l.^� 3.2.� - -- - 1 ,,�f-�^[[`` '/'� J . IPa PE¢Ty L;IJE•) 'y^•,•��CJ�"` To.JN or- Loa-.1 Liu oo.i-c OFFiGE'cc THE ?n.vU G - ! Flw..l"i.hlJ FILE[, THIN IR^o ceRT:FY-I'T �4 G s QGCeiJ_D� _q Wet I vLrVIJ IJb P e TI�ICCTICIJ TMG G!vPeJdL.+.THC P'.aII.IYD [Za 1_J. ?LL 4l npRaJE_� ''Je1NV Tr:E TNE.�T+ )D Yom+NEKT =eI.J-c✓IW6 I FVVE(xCGICIJ6D �JC NoT7cE aF nFiti PyvP?L FRu..tFCCf��h�//�ec151oIJ / D/.T��Yt1awN k n�'o.a�noov�T w�.CLEEK I/� 1 iH A[^g1['MECWITN THE WUlfS•MO E[[uLATgss DT Jj THE vl T[ OP EEFUS. tt.s ss [ ETC. J�,GX<•�%�.EP✓ � � J� 1 EflsTffEO 4mv ­114­1 /� exnTwle l4w�:v✓eryr�. \ / /' I .1. l 1 ' I.A(1 6ISNA':C FoF Tv6 rWapcR(`( prbCL aBT'1:r c.�vcF�T[ FbT �eH E wH bVTCh:-6L!-!3NVi.nppC.�pw><I::e�:.p.ese+�ry�yi. �.u_r ,(—1.0_,, —l'..nNT-1E­ TH FM*4klb lltW-L 5F FIb I� Il FAO NT oP Tr2-9W LO1J� b�u�FNY I I \/\\�\\\•/////�//��I �/ � � I I 'v THE Pu.C«i oF:JE.D.I �oCpv:.V.E+/i-IH PPG,JIT�cTJp..s.� I I / \� .'_I � I I - ---- ____ aE Di.xecTtn a V al0 hH6'L roj�.✓oT�..fhi'-�.Irc oPy.�:e.IT 4 �/ '•F�'1'�:Fi+.o^r olJro O�ib�D -: 4•­a TtshP .oHCU. eE V � � .,c.TH= cPy. 1 1 \ yy]}�� -_-�yp - =_Ew•r(Wb N�F+I.k.hNNr:E'a .xWflLlb Vi�¢Y-INL HrAA[Pa I10 ®KIH4 HPPCtci� 3 f � � I ' �,-�`- _ ) ) ) � •� WHOOUOC.I:WCH 1.'w> y. 4, P I A h ) r L ,N_. L L—L._L C9L LL�i- i fOR I G.9.PH Cf'CL£ W._'" G. TROY 12 El' .i TiW<5]JRY �:.:n44. E,186, MA SOC Filing Number: 201296237880 Date: 6/19/2012 12:56:00 PM The Commonwealth of Massachusetts Ninimum Fee:$25000 William Francis Galvin a Secretary of the Commonwealth, Corporations Divisions l � One Ashburton Place, 17th floor Boston,MA 02108-1512 ` Telephone: (617)727-9640 Articles of Organization l It ]I l - l Federal Employer Identification Number: 455504321 (must be 9 digits) f ARTICLE I � i� ql i The exact name of the corporation is: HOKKAIDO RESTAURANT INC. a :II ARTICLE II f pUnless the articles of organization otherwise provide, all corporations formed pursuant to G.L. C156D have the purpose of engaging in any lawful business. Please specify if you want a more limited purpose: I 11 ARTICLE III it i( �I State the total number of shares and par value, if any, of each class of stock that the corporation is authorized to i s issue.All corporations must authorize stock. If only one class or series is authorized, it is not necessary to specify ; any particular designation. I Par Value Per Share l Total Authorized by Articles Total Issued h, Class of Stock Enter 0 if no Par 4 of Organization or Amendments and Outstanding Num of Shares Total Par Value i Num of Shares CNP $0.00000 10,000 $0.00 10,000 G.L. C1 56D eliminates the concept of par value, however a corporation may specify par value in Article III. See G.L. I C1 56D Section 6.21 and the comments thereto. i �l �I ARTICLE IV 1 If more than one class of stock is authorized, state a distinguishing designation for each class. Prior to the issuance of 11 any shares of a class, if shares of another class are outstanding,the Business Entity must provide a description of the Y: ?' preferences,voting powers, qualifications, and special or relative rights or privileges of that class and of each other I class of which shares are outstanding and of each series then established within any class. r i Ir �� s ARTICLE V ,. The restrictions, if any, imposed by the Articles of Organization upon the transfer of shares of stock of any class are. -" ARTICLE VI Other lawful provisions, and if there are no provisions,this article may be left blank. a !I �1 Note:The preceding six(6)articles are considered to be permanent and may be changed only by filing J appropriate articles of amendment.', `l ARTICLE VIII ii The effective date of organization and time the articles were received for filing if the articles are not rejected within the time prescribed by law. If a later effective date is desired, specify such date, which may not be later than the 90th day after the articles are received for filing. £' t "s Later Effective Date: 6/20/2012 Time: 4:00 PM ARTICLE VIII The information contained in Article Vlll is not a permanent part of the Articles of Organization. a,b.The street address of the initial registered office of the corporation in the commonwealth and the name of the initial registered agent at the registered office: Name: SAM LEI No. and Street: 63 BELVIDERE CIR City or Town: LOWELL State: MA zip: 01852 Country: USA c.The names and street addresses of the individuals who will serve as the initial directors, president, treasurer and secretary of the corporation (an address need not be specified if the business address of the officer or director is the same as the principal office location): t Title Individual Name Address(no PO sox) First,Middle,Last,Suffix Address,City or Town,State,Zip Code PRESIDENT SAM LEI, 63 BELVIDERE CIR.._... LOWELL,MA 01852 USA TREASURER _ S,_, „... ........ AM LEI 63 BELVIDERE CIR ,. LOWELL,MA 01852 USA SECRETARY SAM LEI 63 BELVIDERE CIR LOWELL,MA 01852 USA DIRECTOR SAM LEI 63 BELVIDERE CIR LOWELL,MA 01852 USA DIRECTOR XIHONG LEI 127 ATLANTIC AVE REVERE,MA 02151 USA 2 JOHNNY DIRECTOR CHENG JIN GUAN COURT#2 .' ,{ BOSTON,MA 02111 USA r; d.The fiscal year end (i.e., tax year)of the corporation: December S e.A brief description of the type of business in which the corporation intends to engage: RESTAURANT f.The street address (post office boxes are not acceptable)of the principal office of the corporation: No. and Street: 63 BELVIDERE CIR City or Town: LOWELL State: MA Zip: 01852 Country: USA \ $ Street ad drs where the records of the corporation required tb kept m the Commonwealth are } located (post office boxes are no tacceptable): \ \ � } Na and Street: 6 R£EVID£RE C k { City\ : Country: SS&LOWELL State: MA Zip: 01852 \ j) wage i \ ) X its principal office an office d its transfer agent \ an office of its secretary/assistant secretary its registered office \ ° � \ } Signed this 19 Da of June,20 1 at 12:58:47#M by theme r o ko(a . (an existing corporation 6 } acting a incorporator, type in arexact name of±rbusiness entity, the state o Gh r7aK3! ƒctio where { } R was incorporated, the name o the person signing on behalf of ml business en§pad the title h 2h { ) holds o Gera±Rd&b which such action 2 taken.) / SAM£O ) } ) \ \ \ , / \ ) � l } c&@ -z2Commonwealth of Massachusetts ) All Rights G__d \ MA SOC Filing Number: 201296237880 Date: 6/19/2012 12:56:00 PM THE COMMONWEALTH OF MASSACHUSETTS I hereby certify that, upon examination of this document, duly submitted to me, it appears that the provisions of the General Laws relative to corporations have been complied with, and I hereby approve said articles; and the filing fee having been paid, said articles are deemed to have been filed with me on: June 19, 2012 12:56 PM WILLIAM FRANCIS GALVIN Secretary of the Commonwealth COMMERCIAL LEASE AGREEMENT This Commercial Lease Agreement("Lease")is made and effective August_, 2012 by and between the H J and S LLC ("Landlord"), a Massachusetts Limited Liability Company with a principal office address located at 63 Belvidere Circle, Lowell, Middlesex County, Massachusetts, and HOKKAIDO, Inc., a Massachusetts Corporation with a principal place of business located at 63 Belvidere Circle, Lowell,Middlesex County,Massachusetts ("Tenant"). Landlord does hereby lease to Tenant, and the Tenant hereby leases from the Landlord the following described premises: the retail space located at 1250 Osgood Street, North Andover,Massachusetts (the "Leased Premises"). The "Leased Premises"are shown on the attached Exhibit A. THEREFORE, in consideration of the mutual promises herein, contained and other good and valuable consideration, it is agreed: 1. Term. Landlord hereby leases the Leased Premises to Tenant, for an initial term beginning September 1, 2012 and ending August 31,2Vs# the "Initial Term"). 2. Rental. ` Tenant shall pay to Landlord during the Initial Term rental of$ .2; ant Vc7per year, payable in installments of$� a 062 per month payable thel st day of each month. Each installment payment shall be due on the first day of each calendar month during the Initial Term or any Extended Term to Landlord at 63 Belvidere Circle, Lowell, Massachusetts 01852 which shall be held as a security for the Tenant's performance as herein provided and refunded to the Tenant at the end of this Lease,without interest, subject to the Tenant's satisfactory compliance with the conditions hereof, and$ n which shall be held as payment rent for the last month of the lease period. The Rent for the Extended Term shall be negotiated prior to the extended term. 3. Use. The Tenant shall use the leased Premises only for use as a restaurant. Tenant shall conduct business at all times in a high grade and reputable manner. 4. Sublease and Assignment Tenant shall not sublease all or any part of the Leased Premises, or assign this lease in whole or in part without Landlord's written consent, which consent shall not be unreasonably withheld. Additionally Tenant shall not have the right to assign, without the Landlord's written consent, which consent shall not be unreasonably withheld, this Lease to a corporation with which Tenant may merge or consolidate, to any subsidiary of Tenant,to any corporation under common control with Tenant, or to a purchaser of substantially all of Tenants assets. Such consent may include assignment of any excess rents above the amount of the lease set forth herein to the Landlord. Notwithstanding any provision to the contrary, the Tenant shall remain liable under the terms of this Lease despite any sublease or assignment. 5. Repairs. The Tenant agrees to maintain the Leased Premises, and all equipment serving the Premises,in good condition,damage by fire and other casualty only excepted. During the Lease term, Tenant shall make, at Tenant's sole cost and expense, all necessary repairs to the Leased Premises. Repairs shall include such items as routine repairs of floors,walls, ceilings, and other parts of the Leased Premises damaged or worn through normal occupancy, subject to the obligations of the parties otherwise set forth in this Lease. The Tenant agrees to keep all glass and all associated wood trim, including that in windows and doors, clean and in good condition, and to replace any glass which may be injured or broken with glass of the same quality. 6. Alterations and Improvements. The Tenant shall not make structural alterations or additions to the Leased Premises,but may make non-structural alterations at Tenant's expense,provided the Landlord consents thereto in writing. Tenant shall have the right to place and install personal property,trade fixtures, equipment and other temporary installations in and upon the Leased Premises, and fasten the same to the premises. All personal property, equipment,machinery, trade fixtures and temporary installations,whether acquired by Tenant at the commencement of the Lease term or placed or installed on the Leased Premises by Tenant thereafter, shall remain Tenant's property free and clear of any claim by Landlord. Tenant shall have the right to remove the same at any time during the term of this Lease provided that all damage to the Leased Premises caused by such removal shall be repaired by Tenant at Tenant's expense to the satisfaction of the Landlord. 7. Tenant's Covenants. In addition to Tenant's other Lease covenants. Tenant shall, at its expense, abide by reasonable rules and regulations made by Landlord from time to time including those set forth in Exhibit A. Any such changes by Landlord shall be noticed in writing to Tenant 30 days prior to implementation of same by Landlord. Any changes which cause material and substantial changes to the basis of this Lease Agreement or to the tenancy of the Leased Premises shall be at the reasonable approval of the Tenant. 8. Property Taxes. Tenant each pay the real estate taxes,prior to delinquency. Tenant shall pay all taxes and installments of special assessments coming due during the Lease term on the Leased Premises, and all personal property taxes with respect to Tenant's personal property, if any, on the Leased Premises.Tenant shall be responsible for paying all personal property taxes with respect to Tenant's signs and personal property at the Leased Premises. If the Landlord obtains an abatement of any such real estate tax, such abatement less the reasonable fees and costs incurred in obtaining the same,if any, shall be refunded to the Tenant. 9. Indemnity and Insurance The Tenant shall maintain, at its sole expense,with respect to the Leased Premises and the property of which the Leased Premises are a part, such insurance as Landlord reasonably requires including the following insurance: A. Comprehensive public liability insurance for both property damage and bodily injury covering the Premises and Tenant's Lease obligations, including a contractual endorsement making specific reference to this Lease, in the minimum amount of$1,000,000. B. Fire and casualties included within usual "all-risk" coverage including plate glass coverage for the full insurable replacement value of Tenant's property and all of Tenant's Improvements, unless Landlord elects to insure such improvements,without deduction for depreciation. C. Workers'compensation, disability and other similar insurance for all persons employed in connection with Tenant's Work or by Tenant in at least the minimum amounts required by Laws.Tenant's insurance policies shall be with responsible companies qualified to do business in Massachusetts and in good standing therein with Landlord as additional named insured, insuring the Landlord as well as Tenant against injury to persons or damage to property as provided. The Tenant shall deposit with the Landlord certificates for such insurance at or prior to the commencement of the term, and thereafter within thirty(30) days prior to the expiration of any such policies. All such insurance certificates shall provide that such policies shall not be cancelled without at least ten (10) days prior written notice to each assured named therein. Tenant shall indemnify Landlord from all claims, liabilities and expenses arising in connection with death,injury and/or property damage, losses or losses of property on or related to the Premises or anywhere whether or not caused wholly or in part by any act or omission of Tenant, its officers, affiliates, agents, employees, contractors,sub lessees, assignees or invitees, except any harm caused by Landlord's negligence. If Landlord is threatened with or made a party to any litigation commenced by or against Tenant or any of the above parties, or with respect to any matter described above. Tenant shall indemnify and defend to Landlord all costs including reasonable attorney's fees in connection with such litigation. All of the foregoing shall be limited only to the extent required by Law and shall not extend to indemnification of Landlord by Tenant for any acts of persons not under the control of Tenant. Landlord,its agents, employee or subcontractors shall not be liable for any injury or damage to persons or property resulting from the escape of gas, electricity, or leaks of water,rain or snow which loss is to be covered by insurance pursuant to the provisions of this lease. Landlord, its agents or employees shall not be liable for any damage caused by any other tenants of the Landlord or any other persons occupying the Premises. 10. Utilities. The Tenant agrees to pay all utilities including but not limited to gas, electric, water, sewer and telephone charges for service used or consumed in or upon the Premises and Landlord shall have no responsibility to Tenant with respect to furnishing such services. Tenant shall pay such amounts prior to due date on the invoice. Landlord hereby warrants and represents that both units share the same utility meters but are separately metered with respect to the other units. 11. Signs,Awnings and Canopies. Following Landlord's consent, in writing,Tenant shall have the right to place on the Leased Premises, at an agreed upon location, any one sign as long as permitted by the Town of North Andover local laws including the zoning ordinances and any private restrictions, if any. Landlord shall assist and cooperate with Tenant in obtaining any necessary permission from governmental authorities or adjoining owners and occupants for Tenant to place or construct the foregoing sign. Tenant shall repair all damage to the Leased Premises resulting from-the removal of sign. Tenant further agrees to maintain such sign in good condition and repair at all times. Tenant shall pay all costs incurred for permitting, constructing and installing signs for the Leased Premises. 12. Entry. Landlord and his agents shall have the right to enter upon the Leased Premises at reasonable hours and upon reasonable notice to inspect the same,provided Landlord shall not thereby unreasonably interfere with Tenant's business on the Leased Premises. At any time within 180 days before the expiration of the term or Extended Term,if any,Landlord may affix to any suitable part of the Leased Premises a notice for letting or selling the Leased Premises or property of which the Leased Premises are a part and keep the same so affixed without hindrance or molestation so long as said notice does not interfere with Tenant's ability to do business. Landlord shall have the right to enter the Premises at any time in the case of emergency or emergency repair. Tenant shall, at all times,provide Landlord with keys or security codes to the business whenever Tenant has installed his own locks or other security systems. 13.Damage and Destruction. Should a substantial portion of the Leased Premises or of the property of which they are a part, be substantially damaged by fire or other casualty, or be taken by eminent domain, the Landlord may elect to terminate the lease. When such fire, casualty, or taking renders the Leased Premises substantially unsuitable for their intended use, a just and proportionate abatement of rent shall be made, and the Tenant may elect to terminate the lease if: (a)The Landlord fails to give written notice within thirty(30) days of intention to restore Leased Premises, or (b)The Landlord fails to restore the Leased Premises to a condition substantially suitable for their intended use within ninety(90) days of said fire, casualty or taking. The Landlord reserves and the Tenant grants to the Landlord, all rights which the Tenant may have for damages or injury to the Leased Premises for any taking by eminent domain, except for damage to Tenant's fixtures,property, or equipment. In the event of minor damage to any part of the Leased Premises, and if such damage does not render the Leased Premises unusable for Tenant's purposes. Landlord shall promptly repair such damage at the cost of the Landlord. Rentals and other charges paid in advance for any such periods shall be credited on the next ensuing payments, if any,but if no further payments are to be made, any such advance payments shall be refunded to Tenant. The provisions of this paragraph extend not only to the matters aforesaid,but also to any occurrence which is beyond Tenant's reasonable control and which renders the Leased Premises, or any appurtenance thereto,inoperable or unfit for occupancy or use,in whole or in part,for Tenant's purposes. 14.Default In the event that: (a)The Tenant shall default in the payment of any installment of rent or other sum herein specified and such default shall continue ten(10)days after the due date then the Landlord shall have the right, at its option,to terminate this lease. In the event that in any period of twelve consecutive months there occur more than three(3)monetary defaults in any of the Tenant's covenant to pay moneys contained herein, and Landlord has given Tenant notice thereof,then and in such event regardless of whether or not the Tenant has cured the aforementioned Lease defaults in a timely manner,the Landlord shall have the right, at its option, to terminate this Lease. (b) Tenant shall default in the observance or performance of any other of the Tenant's covenants, agreements, or obligations hereunder and such default shall not be corrected within fifteen(15) days after written notice thereof; or if Tenant shall be declared bankrupt or insolvent according to law,or,if any assignment shall be made of Tenant's property for the benefit of creditors; then the Landlord shall have the right thereafter, while such default continues,to re- enter and take complete possession of the Leased Premises, to declare the term of this Lease ended, and remove the Tenant's effects,without prejudice to any remedies which might be otherwise used for arrears of rent or other default. The Tenant shall indemnify the Landlord against all loss of rent and other payments which the Landlord may incur by reason of such termination during the residue of the term. If the Tenant shall default, after reasonable notice hereof in the observance or performance of any conditions or covenants on Tenant's part to be observed or performed under or by virtue of any of the provisions in any article of this Lease, the Landlord,without being under any obligation to do so and without thereby waiving such default,may remedy such default for the account and at the expense of the Tenant. Landlord shall use reasonable efforts to mitigate its damages. 15.Condition of Premises Except as may be otherwise expressly set forth herein, the Tenant shall accept the Leased Premises "as is" in their condition as of the commencement of term of this Lease, and the Landlord shall be obligated to perform no work whatsoever in order to prepare the Leased Premises for occupancy by the Tenant. 16.Quiet Possession. Landlord covenants and warrants that upon performance by Tenant of its obligations hereunder. Landlord will keep and maintain Tenant in exclusive, quiet,peaceable and undisturbed and uninterrupted possession of the Leased Premises during the term of this Lease. 17. Condemnation. If any legally, constituted authority condemns the Building or such part thereof which shall make the Leased Premises unsuitable for leasing,this Lease shall cease when the public authority takes possession, and Landlord and Tenant shall account for rental as of that date. Such termination shall be without prejudice to the rights of either party to recover compensation from the condemning authority for any loss or damage caused by the condemnation.Neither party shall have any rights in or to any award made to the other by the condemning authority. 18. Subordination. This lease shall be subject and subordinate to any and all mortgages, deeds of trust and other instruments in the nature of a mortgage,now or at any time hereafter, a lien or liens on the property of which the leased premises are a part and the Tenant, when requested,promptly execute and deliver such written instruments as shall be necessary to show the subordination of this lease to said mortgages, deeds of trust or other such instruments in the nature of a mortgage. 19. Holding Over. Holding over by the Tenant after the expiration of this lease shall be treated as a daily tenancy at sufferance.Tenant shall pay rent to Landlord during any such period at a rate equal to two(2) times the rent most recently in effect under this lease,plus additional and all other charges to be paid by Tenant hereunder, and such tenancy shall otherwise be on the terms and conditions set forth in this lease, as far as applicable. 20.Late Charge. If rent or any other sum payable hereunder remains outstanding for a period of ten(10)days, the Tenant shall pay to the Landlord an administrative charge equal to $25 plus interest of one and one-half percent (1.5%) of the amount due for each month or portion thereof during which the arrearage continues. 21. Notice. Any notice required or permitted under this Lease shall be deemed sufficiently given or served if sent by United States certified mail, return receipt requested, addressed as follows: If to Landlord to: 63 Belvidere Circle, Lowell,Massachusetts 01852 If to Tenant to: 63 Belvidere Circle, Lowell, Massachusetts 01 852 Landlord and Tenant shall each have the right from time to time to change the place notice is to be given under this paragraph by written notice thereof to the other party. 22. Successors. The provisions of this Lease shall extend to and be binding upon Landlord and Tenant and their respective legal representatives, successors and assigns. 23. Waiver. No waiver of any default of Landlord or Tenant hereunder shall be implied from any omission to take any action on account of such default if such default persists or is repeated, and no express waiver shall affect any default other than the default specified in the express waiver and that only for the time and to the extent therein stated. One or more waivers by Landlord or Tenant shall not be construed as a waiver of a subsequent breach of the same covenant, term or condition. 24. Final Agreement. This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a farther writing that is duly executed by both parties. IN WITNESS WHEREOF, the parties have executed this Lease as of the day and year first above written. H J AND S LLC By: Name: Sam Lei, as Manager Title: Manager HOKKAJDO REST. URAN, INC From the Office of: STANDARD FORM COMMERCIAL PURCHASE AND SALE AGREEMENT This 22nd day Y of May 2012 Bank of New England 1. PARTIES 31 Pelham Road, Salem, HE 03079 AND MAILING hereinafter called the SELLER, agrees to SELL and l 03 ►3r_wsdCfe Ci rCl2,LaurCU/ ADDRESSES (t A,0 i 85,;)j ki hony Le.,,la-2 A+{riv&A,t, APt 1- I l2LVtYe r (fill in) ch)cnq)jn 6"a" r a �%n)n`l CL'uy+i BMTDn, YYI>=3 Ud 411, hereinafter called the BUYER or PURCHASER, agrees to BUY, upon the terms hereinafter set forth, the following described premises: 1250 Osgood Street, North Andover, MA 01845 The real estate in North Andover, Essex County, Massachusetts, 2. DESCRIPTION including 6,166+1- square feet building and 3.1+/- acres of land (till in and include the reference) (the premises) as further described in a deed recorded rded in the North Essex Registry of Deeds at Book 19292; Page 57 . 3. BUILDINGS, Included in the sale as a part of said premises are the buildings,structures, and improvements now thereon, STRUCTURES, and the fixtures belonging to the SELLER and used in connection therewith, IMPROVEMENTS, FIXTURES 4. TITLE DEED Said premises are to be conveyed by a good and sufficient quitclaim deed running to the BUYER, or to the (fill in) nominee designated by the BUYER by written notice to the SELLER at least seven days *Include here by specific before the deed is to be delivered as herein provided, and said deed shall convey a good and clear record reference any restric- and marketable title thereto,free from encumbrances,except tions, easements, rights (a) Provisions of existing building and zoning laws; and obligations in party (b) Existing rights and obligations in party walls which are not the subject of written agreement; walls not included in(b), (c) Such taxes for the then current year as are not due and payable on the date of the delivery of leases, municipal and such deed; other liens, other (d) Any liens for municipal betterments assessed after the date of this agreement; encumbrances,and (e) Easements, restrictions and reservations of record, if any, so long as the same do not prohibit or make provision to protect materially interfere with the current use of said premises; SELLER against �(t) BUYER's breach of SELLER's covenants in leases, where necessary. 5. PLANS If said deed refers to a plan necessary to be recorded therewith the SELLER shall deliver such plan with the deed in form adequate for recording or registration. 6. REGISTERED In addition to the foregoing, if the title to said premises is registered, said deed shall be in form sufficient TITLE for issuance of a Certificate of Title of said premises, and the SELLER shall deliver with said deed all instruments,if any,necessary to enable such Certificate of Title to be issued. 7. PURCHASE PRICE The agreed purchase price for said premises is (Fiillin);space is One Million One Hundred Eighty Thousand and allowed to write 00/100 out the amounts if desired dollars,of which $ 50,000-00 have been paid as a deposit this day and $ 10,000.00 having been paid with the Offer, and $ 1,120,000.00 are to be paid at the time of delivery of the deed in cash, or by certified, cashier's,treasurer's or bank check(s), $ i,iao,000.00 TOTAL �•J; This form was created by THOMAS CALDARON$ using e-FORMS. a-FOAMS is copyright protected and may not be used by any other party. �d COPYRIGHT©1979, 1984, 1986,1987, 1988, 12t All Rights Reserved. This form may not be copied 1991,2000 or reproduced in whole or in part in any manner GREATER BOSTON REAL ESTATE BOARD EQUAL HOUSING whatsoever without the prior express written Form ID:CB151 OPPORTUNrrY consent of the Greater Boston Real Estate Board. 8. TIME AND Such deed is to be delivered at 2:00 o'clock r. M. on the 28th day PERFORMANCE, of June 2012 at the Northern Essex DELIVERY OF DEED (fill in) Registry of Deeds, unless otherwise agreed upon in writing, It is agreed that time is of the essence of this agreement, 9. POSSESSION and Full possession of said premises free of all tenants and occupants, except as herein provided, is to be CONDITION of delivered at the time of the delivery of the deed, said premises to be then (a) in the same condition as they PREMISES now are, reasonable use and wear thereof excepted, and (b) not in violation of said building and zoning (attach a list of laws, and (c) in compliance with the provisions of any instrument referred to in clause 4 hereof, exceptions, if any) 10. EXTENSION TO If the SELLER shall be unable to give title or to make conveyance, or to deliver possession of the premises, PERFECT TITLE all as herein stipulated, or if at the time of the delivery of the deed the premises do not conform with the OR MAKE provisions hereof,then any payments made under this agreement shall be forthwith refunded and all other PREMISES obligations of the parties hereto shall cease and this agreement shall be void without recourse to the parties CONFORM hereto, unless the SELLER elect. to use reasonable efforts to remove any defects in title, or to deliver (Change period of possession as provided herein, or to make the said premises conform to the provisions hereof,as the case time if desired). may be, in which event the SELLER shall give written notice thereof to the BUYER at or before the time for performance hereunder, and thereupon the time for performance hereof shall be extended for a period of thirty days. 11. FAILURE TO If at the expiration of the extended time the SELLER shall have failed so to remove any defects in title, PERFECT TITLE deliver possession, or make the premises conform, as the case may be, all as herein agreed, or if at any OR MAKE time during the period of this agreement or any extension thereof, the holder of a mortgage on said PERMISES premises shall refuse to permit the insurance proceeds, if any, to be used for such purposes, then any CONFORM,etc. payments made under this agreement shall be forthwith refunded and all other obligations of the parties hereto shall cease and this agreement shall be void without recourse to the parties hereto. 12. BUYER's The BUYER shall have the election, at either the original or any extended time for performance, to accept ELECTION TO such title as the SELLER can deliver to the said premises in their then condition and to pay therefore the ACCEPT TITLE purchase price without deduction, in which case the SELLER shall convey such title, except that in the event of such conveyance in accord with the provisions of this clause,if the said premises shall have been damaged by fire or casualty insured against, then the SELLER shall, unless the SELLER has previously restored the premises to their former condition,either (a) pay over or assign to the BUYER, on delivery of the deed, all amounts recovered or recoverable on account of such insurance, less any amounts reasonably expended by the SELLER for any partial restoration,or (b) if a holder of a mortgage on said premises shall not permit the insurance proceeds or a part thereof to be used to restore the said premises to their former condition or to be so paid over or assigned, give to the BUYER a credit against the purchase price, on delivery of the deed,equal to said amounts so recovered or recoverable and retained by the holder of the said mortgage less any amounts reasonably expended by the SELLER for any partial restoration. 13. ACCEPTANCE The acceptance of a deed by the BUYER or the BUYER's nominee as the case may be, shall be deemed OF DEED to be a full performance and discharge of every agreement and obligation herein contained or expressed, except such as are, by the terms hereof,to be performed after the delivery of said deed, 14. USE OF To enable the SELLER to make conveyance as herein provided,the SELLER may, at the time of delivery of MONEY TO the deed, use the purchase money or any portion thereof to clear the title of any or all encumbrances or CLEAR TITLE interests, provided that all instruments so procured are recorded simultaneously with the delivery of said deed. 15. INSURANCE Until the delivery of the deed,the SELLER shall maintain insurance on said premises as follows: `Insert amount Type of Insurance Amount of Coverage (list additional types of insurance (a) Fire and Extended Coverage -$0.00 and amounts as (b) agreed) Thin form wao created by THOMAS ChLDARONE uaing e-FORMS. a-FORMS in copyright protected and may not be used by any other party. O ' COPYRIGHT©1979,1984,1986,1987,1988,1991,2000 GREATER BOSTON REAL ESTATE BOARD All rights reserved. 16. ADJUSTMENTS Collected rents, mortgage interest,water and sewer use charges, operating expenses (if any) according to (list operating ex- the schedule attached hereto or set forth below, and taxes for the then current fiscal year, shall be penses,if any, or apportioned and fuel value shall be adjusted, as of the day of performance of this agreement and the net attach schedule) amount thereof shall be added to or deducted from, as the case may be,the purchase price payable by the BUYER at the time of delivery of the deed. Uncollected rents for the current rental period shall be apportioned if and when collected by either party. 17. ADJUSTMENT If the amount of said taxes is not known at the time of the delivery of the deed,they shall be apportioned on OF UNASSESSED the basis of the taxes assessed for the preceding fiscal year, with a reapportionment as soon as the new AND tax rate and valuation can be ascertained, and, if the taxes which are to be apportioned shall thereafter be ABATED TAXES reduced by abatement, the amount of such abatement, less the reasonable cost of obtaining the same, shall be apportioned between the parties, provided that neither party shall be obligated to institute or prosecute proceedings for an abatement unless herein otherwise agreed. 18. BROKER'S FEE A Broker's fee for professional services of 6% of the sale price (fill in fee with Is due from the SELLER to Omni Properties, LLC of Concord, Ma 01742. dollar amount or percentage;also name of Brokerage fnP(S)) the Broker(s) herein, but if the SELLER pursuant to the terms of clause 21 hereof retains the deposits made hereunder by the BUYER, said Broker(s) shall be entitled to receive from the SELLER an amount equal to one-half the amount so retained or an amount equal to the Broker's fee for professional services according to this contract,whichever is the lesser. 19. BROKER(S) The Broker(s)named herein Omni Properties, LLC WARRANTY warrant(s)that the Broker(s) is (are)duly licensed as such by the Commonwealth of Massachusetts, (fill in name) 20.DEPOSIT All deposits made hereunder shall be held in escrow by Omni Properties, LLC (rill in name) as escrow agent subject to the terms of this agreement and shall be duly accounted for at the time for performance of this agreement. In the event of any disagreement between the parties, the escrow agent may retain all deposits made under this agreement pending instructions mutually given in writing by the SELLER and the BUYER. 21. BUYER's If the BUYER shall fail to fulfill the BUYER's agreements herein, all deposits made hereunder by the DEFAULT; BUYER shall be retained by the SELLER as liquidated damages uniem wilWa.1ti dy_da*%afLer tba-Umai=, DAMAGES ieseni,.lhe.SELLEE3_n thP�^�=_nnt;fioc3he.8LLY�i3.ict. 22. BROKER AS The Broker(s) named herein join(s) in this agreement and become(s) a party hereto, insofar as any PARTY provisions of this agreement expressly apply to the Broker(s), and to any amendments or modifications of such provisions to which the Broker(s)agree(s)in writing. 23. LIABILITY OF If the SELLER or BUYER executes this agreement in a representative or fiduciary capacity, only the TRUSTEE, principal or the estate represented shall be bound, and neither the SELLER or BUYER so executing, nor SHAREHOLDER, any shareholder or beneficiary of any trust, shall be personally liable for any obligation, express or implied, BENEFICIARY, etc. hereunder. 24. WARRANTIES AND The BUYER acknowledges that the BUYER has not been influenced to enter into this transaction nor has REPRESENTATIONS the BUYER relied upon any warranties or representations not set forth or incorporated in this agreement or (fill in);if none, previously made in writing, except for the following additional warranties and representations, If any, made state"none",,if by either the SELLER or the Broker(s): any listed indicate by whom each war- ranty orrepresen- tation was made This form was created by THOMAS CALMRONR using e-FORKS. a-FORMS is copyright protected and may not be used by any other party. e COPYRIGHT©1979,1984,1986,1987,1988,1991,2000 GREATER BOSTON REAL ESTATE BOARD All rights reserved. 25, MORTGAGE In order to help finance the acquisition of said premises, the BUYER shall apply for a conventional bank or CONTINGENCY other institutional mortgage loan of$ 944,000.00 at prevailing rates,terms and CLAUSE conditions. If despite the BUYER's diligent efforts a commitment for such loan cannot be obtained on or {omit if not before June 20th ,20 12 the BUYER may terminate this agreement by written notice provided for to the SELLER and/or the Broker(s), as agent(s) for the SELLER, prior to the expiration of such time, in Offer to whereupon any payments made under this agreement shall be forthwith refunded and all other obligations Purchase) of the parties hereto shall cease and this agreement shall be void without recourse to the parties hereto. In no event will the BUYER be deemed to have used diligent efforts to obtain such commitment unless the BUYER submits a complete mortgage loan application conforming to the foregoing provisions on or before May 17th 2012 . 26. LEASES AND The SELLER warrants and represents that (1) the schedule attached hereto and made a part hereof TENANCY provides complete and correct information with respect to all existing tenants of the premises and (ii) true AGREEMENTS and complete copies of all leases or other tenancy agreements between the SELLER and such tenants (including related notices and correspondence) have been furnished to the BUYER. Original counterparts thereof shall be furnished to the BUYER together with the deed. The SELLER shall credit the BUYER as an adjustment to the purchase price with the amount of all security deposits and advance rental payments received from tenants. The SELLER shall further execute and deliver to the BUYER, upon delivery of the deed, an assignment of said leases and other tenancy agreements in form reasonably satisfactory to the BUYER together with a signed notice to each tenant that the premises have been sold to the BUYER and that all rents should be paid to the BUYER thereafter. The SELLER shall not arrange for the re-renting of any rental space in the premises which may be or become vacant prior to the delivery of the deed or enter into any new tenancy agreement or waive any rights under any existing tenancy agreement or terminate any such agreement (except pursuant to the provisions thereof) without obtaining in each case the prior written approval of the BUYER,which shall not be unreasonably withheld or delayed. 27. PERSONAL All equipment, supplies and other tangible personal property owned by the SELLER now being used in PROPERTY connection with the maintenance and operation of the premises and not consumed in the ordinary course of operations prior to the delivery of the deed shall be transferred in as is condition by the SELLER to the BUYER at the time of such delivery by bill of sale in customary form without additional cost or charge to the BUYER. 28. ADDITIONAL The SELLER shall furnish to the BUYER, upon the delivery of the deed, (1) a non-foreign affidavit in the DOCUMENTS compliance with the applicable provisions of the Deficit Reduction Act of 1984; (ii) an affidavit to any company providing title insurance to the BUYER,which affidavit shall state that there is no person to whom a debt is due for labor preformed or materials furnished to the premises in connection with the performance of any work thereon,and that no parties other than those specified in said affidavit are in occupancy of any portion of the premises; and (iii) such additional affidavits and certificates as the BUYER or the BUYER's mortgage lender may reasonably request, 29. SELLER'S The SELLER warrants, represents and agrees as follows: WARRANTIES (i) The SELLER has not received written notice of any pending condemnation,expropriation,eminent domain or similar proceeding affecting all or any portion of the premises and has no knowledge that any such proceeding is contemplated, (ii) The SELLER has not received written notice from the holder of any mortgage on the premises, any insurance company that has issued a policy with respect to the premises, or any board of fire underwriters (or other body exercising similar functions) claiming any outstanding defect or deficiency in, or requesting the performance of any repairs, alterations or other work to, the premises not completed as of the date hereof. (iii) There are no management, service, equipment, supply, labor, maintenance or similar agreements with respect to or affecting all or any portion of the premises which shall be binding upon the BUYER subsequent to the delivery of the deed, (iv) The SELLER has paid or will pay in full prior to delivery of the deed all outstanding bills and invoices for utility charges, labor, goods, materials, and services of any kind relating to the premises except to the extent that such payment is the responsibility of tenants. (v) There is no action, suit, proceeding or investigation pending against the SELLER with respect to this agreement, the transactions contemplated hereby, all or any portion of the premises or the ownership thereof, in any court or before or by any federal, state, county or municipal department, commission, board, bureau, or agency or other governmental instrumentality. Thin form was created by THOMAS CALDAROHE using 9-FORMS. a-FORMS is copyright protected and may not be used by any other party, COPYRIGHT©1979,1984,1986,1987,1988,1991,2000 GREATER BOSTON REAL ESTATE BOARD All rights reserved. NO The SELLER has not received written notice of any outstanding violation of any federal, state, county or municipal laws, ordinances, orders, codes, rules, regulations, or requirements affecting all or any portion of the premises, or of the presence or suspected presence in or under the premises of any materials which might be classified as hazardous or toxic pursuant to applicable law(other than cleaning solvents and other commercially packaged supplies). (vii The SELLER has not received written notice of any proposed governmental assessment for public improvements to or for the benefit of the premises. (viii) To the best of the SELLER'S knowledge, there are no underground storage tanks at or servicing the premises. 30. ACCESS Subject to the rights of tenants, the SELLER shall make the premises available upon reasonable advance notice for inspection and measurement at any time prior to delivery of the deed by representatives and designees(including surveyors and appraisers) of the BUYER and any party proposing to provide financing in order to facilitate the BUYER'S purchase of the premises. 31. NOTICES All notices required or permitted hereunder shall be sent by certified mail, return receipt requested, to the parties at their respective addresses herein above set forth or any changed address notice of which is given in such manner. 32. CONSTRUC- This instrument, executed in multiple counterparts, is to be construed as a Massachusetts contract, is to TION OF take effect as a sealed instrument, sets forth the entire contract between the parties, is binding upon and AGREEMENT ensures to the benefit of the parties hereto and their respective heirs, devisees, executors, administrators, successors and assigns, and may be cancelled, modified or amended only by a written instrument executed by both the SELLER and the BUYER. If two or more persons are named herein as BUYER their obligations hereunder shall be joint and several, The captions and marginal notes are used only as a matter of convenience and are not to be considered a part of this agreement or to be used in determining the intent of the parties to it. 33. ADDITIONAL The initialed riders, if any,attached hereto,are incorporated herein by reference. PROVISIONS 1. Subject to the Buyer obtaining a U.S. Small Business Administration (SBA) loan in the amount of at least $490,000. Notwithstanding any provision to the contrary, Buyer shall not be required to pursue completion of SBA loan if Buyer, in its sole discretion determines other financing to be more beneficial. Buyer shall only be required to complete one full mortgage application to a financing institution of its choice. 2. The Premises are being conveyed "As Is", and the Seller has made no representations or warranties not contained in this agreement. 3. The Buyer may conduct a zoning review. 4. Seller will provide the Buyer with a bill of sale for any personal property located at the premises in which the Seller has an interest in. 5. Title standards of the MA Conveyancer8 Association shall control the deed. NOTICE: Thi I gal document that creates binding obligations. if not understood, consult an attorney. AR�V Bank of nn BUYER-dam Lei Taxpayer ID/Social Security No. Taxpayer ID/Socia Security No. Chengjin Guan BUYER iihong Lei Taxpayer ID/Social Security No. Taxpayer ID/Social Security No, BROKER(S) This fora was created by THOMAS CALDARONE using e-FORMS, a-FORMS is copyright protected and may not be used by any other party. COPYRIGHT©1979,1984,1986,1987,1988,1991,2000 GREATER BOSTON REAL ESTATE BOARD All rights reserved, BANK OF NEW ENGLAND Member FDIC June 7, 2012 i Sam's Asian Bar&Grill Sam Lei et al 63 Belvidere Circle Lowell, MA 01854 Dear Gentleman: On behalf of Bank of New England (the`Bank" or"BNE"), I am pleased to advise you that your requests for financing has been approved. Below are the general terms and conditions of the credit facilities to be made available. Final terms and conditions shall be contained in the loan documents. LOAN#1 BORROWER: Sam's Asian Bar&Grill or Nominee to be Named GUARANTORS: Harry Kwan, Sam Lei, Jack Uang,Xi Hong Lei, Cheng Jin Guan, and any individual or entity with a 20%or more interest in the subject property and/or borrowing entities, Corporate guarantee of the operating company will also be required, if applicable. LOANAMOUNT: $717,500.00 (Seven Hundred Seventeen Thousand Five Hundred and 00/100 Dollars) CREDIT FACILITY: Commercial Real Estate Mortgage("CREM") LOAN PURPOSE: To provide funds for the purchase and rehab of current Bank owned property located at 1250 Osgood Street,North Andover, MA, TERM: Twenty(20)years REPAYMENT: Principal and interest will be due and payable monthly based upon a twenty(20) year amortization. Monthly escrow for real estate taxes will also be required. RATE: The rate will be fixed at five and one half percent (5.50%) for the first five (5) years; thereafter it will adjust to the Wall Street Journal Prime Rate ("WSJP") plus one and one half percent (1.50%), adjusted every five (5) years, with a floor rate equal to live and one llalf percent (5.50%). 31 Pelham Road,Salem,NH 03079 603-894-5700 • www.bankofnewengland.com Sam's Asian Bar&Grill June 7,2012 Page 2 of 6 FEES: The Borrower will pay the Bank a fee in the amount of$5,000.00, plus any and all out-of-pocket expenses, due and payable at closing. Tile Borrower also agrees to pay the costs associated with title insurance, mortgage perfection and any environmental, appraisal, inspection costs as well as any out-of-pocket expenses at loan closing, PREPAYMENT PENALTY: This loan is subject to a prepayment penalty in the amount of 5.00% of the principal balance in year one, 4.00% in year two, 3.00% in year three, 2.00% in year four and 1.00% in year five, should this loan be refinanced with another financial institution. COLLATERAL: The Note would be secured by the following: • A valid first Mortgage and Assignment of Leases and Rents on 1250 Osgood Street,North Andover, MA. • A first lien on All Business Assets of the operating company to be established. LOAN#2 BORROWER: Sam's Asian Bar&Grill or Nominee to be Named GUARANTORS: Marry Kwan, Sant Lei,Jack Liang,Xi Hong Lei, Cheng Jin Guan, and any individual or entity with a 20%or more interest in the subject property and/or borrowing entities. Corporate guarantee of the operating company will also be required, if applicable. LOAN AMOUNT: $502,250.00 (Five Hundred Two Thousand Two Hundred Fifty 00/100 Dollars) CREDIT FACILITY: Time Note/SBA 504 LOAN PURPOSE: To provide funds purchase and rehab of current Bank owned property located at 1250 Osgood Street,North Andover, MA. TERM: 180 days REPAYMENT: Interest only payable monthly with principal to be due upon tale sooner of demand, maturity or SBA takeout, RATE: The rate will be fixed at five and one half percent(5.50%). FEES: The Borrower will pay the Bank a fee of$5,000.00 at closing for this facility, Sam's Asian 13ar&Grill June 7,2012 Page 3 Of G COLLATERAL: The Note would be secured by the following: • A valid second Mortgage and Assignment of Leases and Rents on 1250 Osgood Street,North Andover, MA. • A second lieu on All Business Assets of the operating company to be established. CONDITIONS FOR B0THLOANS. APPRAISAL: The Bank will require an appropriate appraisal report to be completed prior to closing on the subject property located at 1250 Osgood Street, North Andover, MA. The loan to value cannot exceed 90%, inclusive of the SBA 504 second Mortgage, and no more than 50% after SBA takeout. ENVIRONMENTAL: The Bank will require that a Phase I Environmental Site Assessment Report be received and satisfactorily reviewed prior to closing. /Additionally, there may be other environmental requirements deemed necessary by the SBA. SUBORDINATION: Any and all member/shareholder debt of the Borrowers and Guarantors will be required to be subordinated to Bank of New England's debt. DOCUMENTS: The loan documents shall include standard affirmative and negative convenants. Borrower shall also execute financing statements and other documents as are required by the Bank. COST/BANK EXPENSES: The Borrower will be responsible for all reasonable out-of-pocket costs and expenses incurred by the Batik in connection with the documentation, closing and servicing of the transaction referred to herein, including, but not limited to, filing fees, and mortgagee title insurance. TITLE INSURANCE: Lender's Title Insurance is required from a company, and in an amount, form, and content acceptable to the Bank, insuring the lien of the Bank's Mortgages. INSURANCE: Borrower shall maintain insurance on real property, in form, in amount, and with carriers acceptable to the Batik, with the Bank named as Mortgagee. Flood insurance will be required if the property is determined to be in a flood zone at any time during the terns of the loan. Evidence of said insurance )Pill be required prior to closing, Sam's Asian Bar&Grill June 7,2012 Page 4 of 6 FINANCIAL INFORMATION: So long as this credit facility remains available to the Borrower, Borrower and Guarantors agree to provide the following information: 1) For Harry Kwan, Sam Lei, .lack Llang, Xi Hong Lei, Cheng .tin Guan and any other individual required to guarantee, annual submission of personal financial statements; personal tax returns, K- 1 statements for any business entity in which a 20% or more ownership interest is held. 2) Annual submission of business tax returns for Sam's Asian Bar & Grill, the nominee entity if named and any real estate entity organized to own the subject real estate, the restaurant operating company, and any other entity required to guarantee, SPECIAL CONDITIONS: • This loan is subject to the approval by the Small Business Association (SBA)for the 504 loran program. • The owners are to provide evidence that the$80,000.00 reserved for svorking capital/loss provision has been formally established in tun operating account of operating entity. • The$250,000.00 that is to be used for renovations will be placed in an escrow account to be held back to be disbursed repo►the completion grthe renovations, based alpon all inspection by the Bank and/or a third party acceptable to the Bank. By their signatures below, each of the Borrower(s) and all Guarantors hereby represent and warrant, for themselves, for any new ownership entity organized to take title to the subject real property ("Premises"), and for any and all owners of twenty percent (20%) or more of the ownership interests of any of the foregoing (collectively, the "Borrower Affiliate Parties"), that there is not now pending against any Borrower Affiliate Party, nor is there threatened, any Iitigation, investigation, eminent domain or any proceedings before any court or administrative or governmental agency, the outcome of which might adversely affect the financial condition or the continued operation of any such party or the development or operation of the Premises. Borrower is responsible for all legal, recording and Out-of-pocket expenses incurred by the Bank relative to this closing whether or not this transaction is consummated. Borrower agrees to join with the Bank in the execution and delivery of any documents that may be required, whether at or after the closing, for the perfection, preservation or protection of the Batik's collateral interest. This commitment is based upon representations, both written and oral, and data provided by you pursuant to the application for this loan, Any change in this data or in other facts or circun-istances pertinent to the proposed transaction will be subject to the approval of the Bank. In the absence of such approval,this conrnlltment may be voided at its option. Sam's Asian Bar&Grill June 7,2012 Page 5 of 6 This commitment shall run only to the borrower referenced herein, who by accepting it acknowledges all of its terms and conditions. The commitment will be void if not accepted by June 23, 2012. After acceptance, should the loan not be closed in accordance with all of the terms and conditions specified above within 60 days of receipt of the signed commitment letter, approval of the loan may be voided at the option of the Bank. PIease indicate acceptance of this commitment by signing and returning the original along with a check i)7 the amount of$10,000.000, Upon receipt of the signed commitment letter, we will begin preparing the necessary documents for this transaction. We appreciate the opportunity to provide this financing commitment to you. We look forward to working on this project and assisting you with any of your other Banking needs as they may arise. Please call should you have any questions. Sincerely= I< th andry Senior Vice President ACCEPTED BY. Sara's Asian Bar& Grill By: Date GUARANTORS. By: Harry Kwan Date By: Sam Lei Date By: Jack Liang Date Sam's Asian Bar&Grill June 7,2012 Page 6 of 6 Fay: Xi Flong Lei Date By: Cheng Jin Guan Date I I i . U.S. Small Business Administration AUTHORIZATION FOR DEBENTURE GUARANTEE (SBA 504 LOAN) SBA Loan# 53217250-10 SBA Loan Name Hokkaido Restaurant,Inc. Approval Date July 19,2012 CDC: U. S. Small Business Administration(SBA): Granite State Economic Development Corporation Massachusetts District Office 1 Cate Street Unit 3 O'Neill Federal Building Portsmouth,NH 03801 10 Causeway Street,Room 265 Boston,MA 02222-1093 SBA will guarantee,under the following terms and conditions, a 20 year Debenture("Debenture")in the amount of$516,000.00 to be issued by CDC and used to fund a 504 Loan("the Loan")to assist: Borrower: (EPC) Operating Company: 1. HJ and S,LLC 1. Hokkaido Restaurant,Inc. (Guarantor) 1250 Osgood Street 1250 Osgood Street North Andover,MA 01845 North Andover,MA 01845 A. PROJECT TO BE FINANCED 1. Project Property("Project Property") Debenture Proceeds will be used as part of the financing for: a. the purchase and renovation of real estate, located at 1250 Osgood Street,North Andover, MA 01845. SBA Loan Number: 53217250-10 Page 1 SBA Loan Name: Hokkaido Restaurant,Inc. (504 Wizard 2009.1 (w7)) 2. Project Costs("Project Costs")include: a. Purchase Land................................................................................................................$0.00 b. Purchase Land&Building...............................................................................$1,180,000.00 c. Construction/Remodeling...................................................................................$255,000.00 d. Purchase/Install Equipment............................................................................................$0.00 e. Purchase/Install Fixtures................................................................................................$0.00 f. Refinanced Debt—Loan from: TotalRefinanced Debt...................................................................................................$0.00 g. Professional Fees............................................................................................................$0.00 h. Other Expenses ..............................................................................................................$0.00 (construction contingencies,interim interest) i. TOTAL Project Cost........................................................................................$1,435,000.00 B. PROJECT FINANCING 1. Debenture Proceeds: Debenture Proceeds will be used to pay Administrative Costs and the final 35.00%of the total Project Cost. Prior to the Debenture sale,the CDC conducts a 504 Loan Closing("504 Loan Closing"), and forwards copies of the closing documents to SBA. After review and approval,CDC forwards the closing documents for Debenture Sale. At or prior to the 504 Loan Closing,Borrower, Operating Company and CDC must sign a Servicing Agent Agreement certifying as to the actual use of the Debenture Proceeds and authorizing a Central Servicing Agent("CSA")to handle all disbursements and payments under the Debenture. a. SBA/CDC Share: 35.00%of total Project Cost $502,250.00 ("Net Debenture Proceeds") b. Administrative Costs("Administrative Costs") (1) SBA Guarantee Fee(a.x 0.005) $2,511.25 (2) Funding Fee(a.x 0.0025) $1,255.63 (3) CDC Processing Fee (i) CDC Processing Fee(a. x 0.015) $7,533.75 $7,533.75 (4) Closing Costs (i) CDC Closing Fee(not to exceed$2,500) $0.00 (ii) Other Out of Pocket Closing Costs (excluding legal fees) $0.00 $0.00 (5) Subtotal(b.I through b.4) $11,300.63 (6) Underwriters Fee* $2,064.00 (7) Total(b.5 plus b.6) $13,364.63 c. Total Debenture Amount("Gross Debenture Proceeds") $516,000.00 (a.Plus b.7,rounded up to next thousand) d. Balance to Borrower(c. minus(a. plus b.7)) $385.37 SBA Loan Number: 53217250-10 Page 2 SBA Loan Name: Hokkaido Restaurant, Inc. (504 Wizard 2009.1 (w7)) * Underwriters fee calculated as follows: For 20 year Debentures, the sum of a. and b.5 divided by 0.99600;round this number up to the next highest thousand- multiply this number by 0.00400. For 10 year Debentures, the sum of a. and b.5 divided by 0.99625;round this number up to the next highest thousand; multiply this number by 0.00375. e. Disbursement: CDC must issue a Debenture. The Debenture proceeds must be disbursed no later than 48 months from the approval date of this Authorization,unless extended by proper SBA procedures. If no debenture is disbursed within 48 months,this loan authorization will be cancelled by SBA. Extensions beyond the 48 month period will not be available. 2. Interim Financing(paid off by the Debenture): a. Interim Lender: An interim loan in the total principal amount of$502,250.00 will be provided by the following lender(s) ("Interim Lender"): (1) Bank Of New England in the principal amount of$502,250.00. b. Application of Net Debenture Proceeds to Interim Loan: Upon sale of the Debenture, the Net Debenture Proceeds(the portion of Debenture Proceeds that finance Project Cost) will be applied to pay off the balance of the interim loan. If the Interim Lender is also the Third Party Lender,this payment will reduce the total balance owed to Third Party Lender to the amount specified in Paragraph B.3.a. below. c. Required Certifications Before 504 Loan Closing: Following completion of the Project, but no earlier than the 5th day of the month prior to the month in which the CDC submits this loan to SBA for debenture funding, CDC must cause Interim Lender to certify the amount of the interim loan disbursed,that the interim loan has been disbursed in reasonable compliance with this Authorization, and that it has no knowledge of any unremedied substantial adverse change in the condition of the Borrower and Operating Company since the date of the loan application to the Interim Lender. 3. Permanent Third Party Lender Loan: a. Bank Of New England("Third Party Lender")will provide permanent project financing in the amount of$717,500.00("Third Party Lender Loan"). This amount is 50.00%of the total project cost. b. The Third Party Lender's note and loan documents must not: (1) allow future advances except advances made for the reasonable costs of collection, maintenance, and protection of the Third Party Lender's lien; (2) be cross-collateralized with other financing provided by Third Party Lender; (3) have an early call feature; (4) be payable on demand unless the Third Party Lender's note is in default; (5) have a term less than,or require a balloon payment prior to,ten years; (6) have any cross-default, "deem-at-risk," or any other provisions which allow Third Party Lender to make demand prior to maturity unless the Loan is in default. c. At or prior to 504 Loan Closing, Third Party Lender must execute a Third Party Lender Agreement that: (1) Confirms that the Third Party Lender Loan has been fully advanced; (2) Confirms that the Third Party Lender note and loan documents comply with paragraph b. above, or waives its right to enforce any provisions in the note and loan documents that do not comply with these SBA requirements; SBA Loan Number: 53217250-10 Page 3 SBA Loan Name: Hokkaido Restaurant,Inc. (504 Wizard 2009.1 (w7)) (3) Subordinates any prepayment penalties, late fees, and increased default interest to the CDC/SBA lien. Any advances made for the reasonable costs of collection, maintenance, and protection of the Third Party Lender's lien need not be subordinated; (4) Waives as to the CDC/SBA lien any provisions in its lien instruments prohibiting further encumbrances; (5) Third Party Lender will provide written notice to CDC and SBA of default within 30 days of any delinquency upon which Third Party Lender intends to take action,and 60 days notice prior to foreclosure; and (6) Confirms no Third Party Lender shall establish a preference beyond its rights as a senior lender on the Third Party Loan without the prior written consent of CDC/SBA; and (7) Confirms that the Third Party Lender Loan has a reasonable interest rate which does not and will not exceed the maximum interest rate for Third Party Loans from commercial financial institutions as published periodically by SBA in the Federal Register and in effect as of the date of this Agreement. d. Third Party Lender Fee. SBA must collect a one-time Third Party Lender Participation fee equal to 50 basis points on the Third Party Lender's participation in a project when the Third Party Lender is in a senior credit position to SBA on the project. SBA may accept payment of this fee from the Third Party Lender,the 504 borrower, or the CDC. This payment may be made to SBA by(1)the Third Party Lender sending to the CDC a certified check or guaranteed funds check made payable to the CSA, and CDC forwarding it to the CSA with the 504 Loan Closing documentation, or(2)the CDC may collect the fee and the CSA will deduct the amount of the fee from the amount sent to the CDC after Debenture sale. 4. Borrower's Contribution ("Borrower's Contribution"): a. At or prior to 504 Loan Closing,Borrower must contribute $215,250.00 to the Project. This amount is 15.00%of the total project cost. (1) Contribution may be in cash,land or other property acceptable to SBA; (2) Contribution may come from Borrower's own resources, CDC, or another source; (3) If any of the contribution is borrowed and secured by any of the Project Property, the resulting obligation must be expressly subordinate to the liens securing the Promissory Note("Note")in favor of CDC and may not be repaid at a faster rate than the Note unless prior written approval is obtained from SBA. A copy of any debt instrument evidencing the obligation must be supplied to CDC at or prior to 504 Loan Closing. b. Costs in Excess of Project Cost: Borrower must pay any costs in excess of the total Project Cost referred to in Paragraph A.2 which Borrower incurs in completing the Project. c. Closing Costs: At or prior to 504 Loan Closing,Borrower must pay all closing costs, including but not limited to title insurance premiums,recording costs, and premiums for insurance required by this Authorization. 5. Borrower's Fees("Borrower's Fees")—Borrower must pay: a. An ongoing guarantee fee equal to 0.9375 of one percent per annum of the principal balance of the Note calculated at five-year intervals beginning with the first payment. This guarantee fee will be made until the loan is terminated.It will be included with the payment on the Note made each month to the CSA. SBA Loan Number: 53217250-10 Page 4 SBA Loan Name: Hokkaido Restaurant,Inc. (504 Wizard 2009.1(w7)) b. A servicing fee, as stated on the Servicing Agent Agreement at the time of 504 Loan Closing, calculated on the outstanding principal balance at five-year intervals. The fee will be included in the monthly loan installment paid to the CSA. c. A late fee of 5 percent of the late payment or$100.00,whichever is greater, for payments received by the CSA after the 15th day of the month. 6. CDC Fee a. Ongoing Guarantee Fee—CDC must pay an ongoing guarantee fee equal to one-eighth of one percent per annum of the principal balance of the Note calculated on the balance outstanding at five-year intervals. It will be deducted from the servicing fee collected monthly by the CSA for the CDC. The CDC will retain a minimum servicing fee as required by SBA regulations and policies. C. THE NOTE At or prior to 504 Loan Closing,the Borrower must execute a Note in favor of CDC. The CDC must assign the Note to SBA. Borrower must make payments by Automated Clearinghouse(ACH) or wire transfer. The Note and Debenture will include the following terms: L Amount: $516,000.00 2. Term: 20 years 3. Repayment Terms: At the date the Debenture is sold,the interest rate will be set and the amount of the monthly principal and interest installment for the term of the Note and the semi- annual principal and interest installment for the term of the Debenture will be established. 4. Prepayment: If Borrower prepays during the first half of the stated term,there will be a prepayment premium, calculated by applying a declining percentage of the Debenture interest rate to the outstanding principal balance of the Note. A schedule of the dollar amount of the premium will be provided after the sale of the Debenture. The Borrower may prepay the Note or Lease in full. Partial prepayment is not allowed. Borrower must pay the sum of: a. all principal and interest payments, servicing-agent fees, and SBA guarantee fees up to and including the date of the next semi-annual debenture payment date; b. all CDC servicing fees that accrue before Borrower prepays; c. all late fees incurred before Borrower prepays; d. all expenses incurred by CDC for which Borrower is responsible; e. the balance owing on the Note as of the next semi-annual debenture payment date; and f. any prepayment premium required under the Note and Debenture. To prepay,Borrower must give prior written notice to the CDC according to the terms of the Note. SBA Loan Number: 53217250-10 Page 5 SBA Loan Name: Hokkaido Restaurant,Inc. (504 Wizard 2009.1 (w7)) D. COLLATERAL CONDITIONS The Note must be secured by the following collateral. All collateral must be assigned to SBA. CDC must obtain a lien on 100%of the interests in the following collateral and properly perfect all lien positions: 1. Second Mortgage(including due on sale clause and assignment of rents) on land and improvements located at 1250 Osgood Street,North Andover,MA 01845.This property is commercial. a. Subject only to prior lien(s)as follows: (1) First: Bank of New England in the amount of$717,500.00 b. Prior open ended lien(s) closed in writing according to applicable state law. Revolving line(s) of credit limited in writing to the amount stated. c. Statutory Condition and the Statutory Power of Sale language required. d. Evidence of title and priority of lien must be based upon: (1) ALTA Loan Policy,insuring CDC and assigns,in the amount of$516,000.00,policy to be without standard exceptions ('extended ALTA'). e. CDC must obtain in recordable form written subordination agreements from any tenants occupying any of the Project real property required as collateral. Appropriate subordination language may be included in the Lease as an alternative. f. At the time of Closing, either: (1) there must be no contractor's,mechanic's or materialman's lien on the Property, including a lien which might possibly be filed after Closing,which would impair the stated priority of the CDC/SBA lien, and there must be no other circumstances adversely affecting the value of the property;or, (2) no exception for these in the title insurance commitment/policy, or (3) The title insurance company must provide affirmative coverage to CDC and SBA over any such exceptions, affording reasonably adequate protection against material loss arising from such exceptions. In addition,the title insurance company must provide such endorsements as CDC or SBA deems necessary to protect CDC and SBA reasonably against material loss arising from any other exceptions.In states where a survey is customarily provided for title insurance coverage,Borrower must also provide a survey certified to SBA/CDC,or a prior survey acceptable to SBA/CDC and the title insurer and a satisfactory survey affidavit of no change. 2. Second Perfected Security Interest in the following personal property(including any proceeds and products),whether now owned or later acquired,wherever located: Equipment;Fixtures; a. Subject only to the prior lien of Bank of New England in the amount of$717,500.00 on the following collateral: Equipment;Fixtures; b. CDC must obtain a written agreement from all Lessors(including sublessors)agreeing to: (1) Subordinate to CDC Lessor's interest, if any, in this property; (2) Provide CDC written notice of default and reasonable opportunity to cure the default; and(3)Allow CDC the right to take possession and dispose of or remove the collateral. SBA Loan Number: 53217250-10 Page 6 SBA Loan Name: Hokkaido Restaurant, Inc. (504 Wizard 2009.1 (w7)) c. CDC must obtain a list of all equipment and fixtures that are collateral for the Loan. For items with a unit value of$5,000.00 or more,the list must include a description and serial number,if applicable. d. CDC must obtain an appropriate Uniform Commercial Code lien search evidencing all required lien positions.If UCC search is not available, another type of lien search may be substituted. e. At the time of Closing,there must be no circumstances adversely affecting the value of the property. There must be no lien on the Property, including a lien which might possibly be filed after Closing,which impairs the stated priority of the CDC/SBA lien. 3. Assignment of Rents from Eligible Passive Company. CDC must obtain a perfected assignment of all rents paid under the lease on the project property between the Eligible Passive Company and the Operating Company. The term of lease,with options to renew exercisable solely by the Operating Company,must be for at least the term of the Loan. The lease must be subordinate to CDC's Security Interest,Deed of Trust or Mortgage. Lease payments must be no more than is necessary to amortize debt plus pay expenses related to holding the property. 4. Guarantee on SBA Form 148,by Sam Lei,resident in Massachusetts. 5. Guarantee on SSA Form 148,by Cheng J. Guan,resident in Massachusetts. 6. Guarantee on SBA Form 148,by Xi H.Lei,resident in Massachusetts. 7. Guarantee on SBA Form 148,by Hokkaido Restaurant, Inc.,resident in Massachusetts. Assignment to SBA. CDC must execute a satisfactory written assignment to SBA of its interest in the Note,lease and all collateral documents executed by the Borrower and guarantors. The following language must appear in all lien instruments including Mortgages,Deeds of Trust,and Security Agreements: "The Loan secured by this lien was made under a United States Small Business Administration (SBA) nationwide program which uses tax dollars to assist small business owners. If the United States is seeking to enforce this document, then under SBA regulations: a) When SBA is the holder of the Note, this document and all documents evidencing or securing this Loan will be construed in accordance with federal law. b) CDC or SBA may use local or state procedures for purposes such as filing papers, recording documents,giving notice,foreclosing liens, and other purposes. By using these procedures, SBA does not waive any federal immunity from local or state control,penalty, tax or liability. No Borrower or Guarantor may claim or assert against SBA any local or state law to deny any obligation of Borrower, or defeat any claim of SBA with respect to this Loan. Any clause in this document requiring arbitration is not enforceable when SBA is the holder of the Note secured by this instrument." SBA Loan Number: 53217250-10 Page 7 SBA Loan Name: Hokkaido Restaurant,Inc. (504 Wizard 2009.1 (w7)) E. ADDITIONAL CONDITIONS 1. Insurance Requirements Prior to 504 Loan Closing, CDC must require Borrower to obtain the following insurance coverage and maintain this coverage for the life of Loan: a. Flood Insurance. Based on the Standard Flood Hazard Determination(FEMA Form 81-93): (1) If any portion of a building that is collateral for the Loan is located in a special flood hazard area, CDC must require Borrower to obtain flood insurance for the building under the NFIP. (2) If any equipment,fixtures,or inventory that is collateral for the Loan("Personal Property Collateral") is in a building any portion of which is located in a special flood hazard area and that building is collateral for the Loan, CDC must require Borrower to also obtain flood insurance for the Personal Property Collateral under the NFIP. (3) If any equipment, fixtures,or inventory that is collateral for the Loan("Personal Property Collateral")is in a building any portion of which is located in a special flood hazard area and that building is not collateral for the Loan, CDC must require Borrower to obtain available flood insurance for the Personal Property Collateral. CDC may request a waiver of this requirement from the Sacramento Loan Processing Center. The CDC must submit with its request a written justification that fully explains why flood insurance is not economically feasible or, if flood insurance is not available,the steps taken to determine that it is not available. Insurance coverage must be in amounts equal to the lesser of the insurable value of the property or the maximum limit of coverage available. Insurance coverage must contain a MORTGAGEE CLAUSE/LENDER'S LOSS PAYABLE CLAUSE (or substantial equivalent)in favor of CDC. This clause must provide that any action or failure to act by the debtor or owner of the insured property will not invalidate the interest of CDC and SBA. (Borrower will be ineligible for any future SBA disaster assistance or business loan assistance if Borrower does not maintain any required flood insurance for the entire term of the Loan.) b. Real Estate Hazard Insurance coverage on all business real estate that is collateral for the Loan in the amount of the full replacement cost. If full replacement cost insurance is not available, coverage must be for maximum insurable value. Insurance coverage must contain a MORTGAGEE CLAUSE(or substantial equivalent)in favor of CDC and SBA. This clause must provide that any action or failure to act by the mortgagor or owner of the insured property will not invalidate the interest of CDC and SBA. The policy or endorsements must provide for at least 10 days prior written notice to CDC of policy cancellation. c. Personal Property Hazard Insurance coverage on all equipment, fixtures or inventory that is collateral for the Loan,in the amount of full replacement costs. If full replacement cost insurance is not available,coverage must be for maximum insurable value. Insurance coverage must contain a LENDER'S LOSS PAYABLE CLAUSE in favor of CDC and SBA. This clause must provide that any action or failure to act by the debtor or owner of the insured property will not invalidate the interest of CDC and SBA. The policy or endorsements must provide for at least 10 days prior written notice to CDC of policy cancellation. SBA Loan Number: 53217250-10 Page 8 SBA Loan Name: Hokkaido Restaurant, Inc. (504 Wizard 2009.1 (w7)) 2. Environmental Requirements a. CDC must not close the Loan until it has: (1) completed the review for potential environmental contamination required in SOP 50- 10(5)("Environmental Investigation") on each business real property site taken as collateral; and (2) sufficiently minimized the risk from any adverse environmental findings discovered in the Environmental Investigation,or otherwise, as required by SOP 50-10(5), Subpart C, Chapter 3 (Environmental Policies and Procedures)and applicable appendices. b. Immediately after CDC review,the CDC must submit the results of the Environmental Investigation to SBA's Sacramento Loan Processing Center for SBA approval prior to 504 Loan Closing. If CDC or SBA determines from the Environmental Investigation that there is potential environmental contamination, CDC may not forward the Debenture until SBA is satisfied that the risk has been sufficiently minimized. Adverse environmental findings may lead to cancellation of this Authorization. c. CDC should consult with the local SBA office where the real property collateral is located to ascertain any state or local environmental requirements. 3. Borrower,Guarantor and Operating Company Documents a. Prior to 504 Loan Closing,CDC must obtain from Borrower, Guarantor and Operating Company a current copy of each of the following as appropriate: (1) Corporate Documents—Articles or Certificate of Incorporation(with amendments), any By-laws,Certificate of Good Standing(or equivalent), Corporate Borrowing Resolution, and, if a foreign corporation, current authority to do business within this state. (2) Limited Liability Company(LLC)Documents—Articles of Organization(with amendments),Fact Statement or Certificate of Existence, Operating Agreement, Borrowing Resolution, and evidence of registration with the appropriate authority. (3) General Partnership Documents—Partnership Agreement, Certificate as to Partners, and Certificate of Partnership or Good Standing(or equivalent), as applicable. (4) Limited Partnership Documents—Partnership Agreement, Certificate as to Partners, and Certificate of Partnership or Good Standing(or equivalent), as applicable, Certificate of Limited Partnership,and evidence of registration with the appropriate authority. (5) Limited Liability Partnership(LLP)Documents—Partnership Agreement, Certificate as to Partners,Certificate of Partnership or Good Standing(or equivalent) as applicable, and evidence of registration with the appropriate authority. (6) Trustee Certification—A Certificate from the trustee warranting that: (a) The trust will not be revoked or substantially amended for the term of the Loan without the consent of SBA; (b) The trustee has authority to act; (c) The trust has the authority to borrow funds, guarantee loans,and pledge trust assets; (d) If the trust is an Eligible Passive Company,the trustee has authority to lease the property to the Operating Company; (e) There is nothing in the trust agreement that would prevent CDC from realizing on any security interest in trust assets; (f) The trust agreement has specific language confirming the above; and SBA Loan Number: 53217250-10 Page 9 SBA Loan Name: Hokkaido Restaurant,Inc. (504 Wizard 2009.1 (w7)) (g) The trustee has provided and will continue to provide SBA with a true and complete list of all trustors and donors. (7) Trade Name—Documentation that Borrower has complied with state requirements for registration of Borrower's or Operating Company's trade name(or fictitious name),if one is used. b. Prior to 504 Loan Closing,CDC must obtain from Borrower and Operating Company: (1) Ownership—Evidence that ownership and management have not changed without CDC's approval since the application was submitted. 4. Operating Information Prior to 504 Loan Closing, CDC must obtain: a. Verification of Financial Information—CDC must submit IRS Form 4506-T(SBA version)to the Internal Revenue Service to obtain federal income tax information on Borrower, or the Operating Company if Borrower is an EPC, for either the last 2 or 3 years (unless Borrower or Operating Company is a start-up business)depending upon the number of years and number of annual financial statements used to substantiate size eligibility. If the business has been operating for less than 3 years,CDC must obtain the information for all years in operation. This requirement does not include tax information for the most recent fiscal year if the fiscal year-end is within 6 months of the date SBA received the application. CDC must compare the tax data received from the IRS with the financial data or tax returns submitted with the Loan application, and relied upon in approving the Loan. Borrower must resolve any significant differences to the satisfaction of CDC and SBA. Failure to resolve differences may result in cancellation of the Loan. If the Loan involves a change of ownership, CDC must verify financial information provided by the seller of the business in the same manner as above. If CDC does not receive a response from the IRS or copy of the tax transcript within 10 business days of submitting IRS Form 4506-T,then CDC may close the Loan prior to completing this verification,provided that CDC has submitted IRS Form 4506-T to the IRS no later than 10 business days from the date of this Authorization. However, CDC must send a second request following precisely the procedures detailed in SOP 50-10(5) and must perform the verification and resolve any significant differences discovered,even if the loan is fully disbursed. b. Authority to Conduct Business—Evidence that the Borrower and Operating Company have an Employer Identification Number and any authorization necessary to legally operate the business. c. Flood Hazard Determination—A completed Standard Flood Hazard Determination (FEMA Form 81-93). 5. Construction Provisions a. Building Standards: In the construction of a new building or an addition to an existing building,the construction must conform with the "National Earthquake Hazards Reduction Program Recommended Provisions for the Development of Seismic Regulations for New Buildings"(NEHRP),or a building code that SBA has identified as having substantially equivalent provisions. At or prior to 504 Loan Closing, CDC must obtain from Borrower evidence of compliance with these requirements. Examples of evidence include a SBA Loan Number: 53217250-10 Page 10 SBA Loan Name: Hokkaido Restaurant,Inc. (504 wizard 2009.1 (w7)) certificate issued by a licensed building architect,construction engineer or similar professional, or a letter from a state or local government agency stating that an occupancy permit is required and that the local building codes upon which the permit is based include the Seismic standards. b. Required Documentation—At or prior to 504 Loan Closing, if any proceeds will be used to repay interim construction financing, CDC must obtain a copy of the Occupancy Certificate,final inspection report, or other evidence that the contractor has substantially completed construction and the property complies with all zoning and necessary governmental permit and licensing requirements. CDC must certify that construction has been completed in accordance with the final plans and specifications. CDC may rely upon a certification by the Interim Lender, except that if an"as completed" appraisal was obtained prior to construction, CDC must also get a certification from the appraiser after construction is completed to determine if the appraisal needs to be adjusted to reflect substantial changes in the final project from the original plans and specifications. 6. Certifications and Agreements a. At or prior to 504 Loan Closing, CDC must require Borrower and Operating Company to certify that: (1) No Adverse Change—Since the date of application there has been no unremedied substantial adverse change in the financial condition of Borrower and Operating Company or their ability to repay the Project financing,including the Note. Borrower and Operating Company must also supply to CDC accurate financial statements, current within 120 days of 504 Loan Closing. (2) Child Support—No principal who owns at least 50%of the ownership or voting interest of the company is delinquent more than 60 days under the terms of any(a) administrative order,(b)court order, or(c)repayment agreement requiring payment of child support. (3) Current Taxes—Borrower and Operating Company are current on all federal,state, and local taxes,including but not limited to income taxes,payroll taxes,real estate taxes,and sales taxes. (4) Environmental—For any real estate pledged as collateral for the Loan or where the Borrower or Operating Company are conducting business operations(collectively"the Property"): (a) At the time Borrower and Operating Company submitted the Loan application, Borrower and Operating Company were in compliance with all local, state, and federal environmental laws and regulations pertaining to reporting or clean-up of any hazardous substance,hazardous waste,petroleum product, or any other pollutant regulated by state or federal law as hazardous to the environment ("Contaminant"), and regarding any permits needed for the creation, storage, transportation or disposal of any Contaminant; (b) Borrower and Operating Company will continue to comply with these laws and regulations; (c) Borrower and Operating Company,and all of its principals, have no knowledge of the actual or potential existence of any Contaminant that exists on,at,or under the Property, including groundwater, other than what was disclosed in connection with the Environmental Investigation of the Property; (d) Until full repayment of the Loan,Borrower and Operating Company will promptly notify Lender and SBA if it knows or suspects that there has been, or may have been, a release of a Contaminant in, at, or under the Property, including SBA Loan Number: 53217250-10 Page 11 SBA Loan Name: Hokkaido Restaurant, Inc. (504 Wizard 2009.1 (w7)) groundwater, or if Borrower or Operating Company or such Property is subject to any investigation or enforcement action by any federal, state, or local environmental agency("Agency")pertaining to any Contaminant on, at, or under such Property, including groundwater; (e) As to any Property owned by Borrower and Operating Company,Borrower and Operating Company indemnifies,and agrees to defend and hold harmless,Lender and SBA,and any assigns or successors in interest which take title to the Property,from and against all liabilities,damages,fees,penalties or losses arising out of any demand,claim or suit by any Agency or any other party relating to any Contaminant found on,at,or under the Property, including groundwater,regardless of whether such Contaminant resulted from Borrower's or Operating Company's were operations. (Lender or SBA may require Borrower or Operating Company to execute a separate indemnification agreement). b. At or prior to 504 Loan Closing, CDC must require Borrower and Operating Company to certify that they will: (1) Reimbursable Expenses—Reimburse CDC for expenses incurred in the making and administration of the Loan. (2) Books,Records,and Reports- (a) Keep proper books of account in a manner satisfactory to CDC; (b) Furnish year-end statements to CDC within 120 days of fiscal year end; (c) Furnish additional financial statements or reports whenever CDC requests them; (d) Allow CDC or SBA,at Borrower's or Operating Company's expense,to: [1] Inspect and audit books,records and papers relating to Borrower's and Operating Company's financial or business condition; and [2] Inspect and appraise any of Borrower's and Operating Company's assets; and [3] Allow all government authorities to furnish reports of examinations, or any records pertaining to Borrower and Operating Company,upon request by CDC or SBA. (3) Equal Opportunity—Post SBA Form 722,Equal Opportunity Poster,where it is clearly visible to employees, applicants for employment and the general public. (4) American-made Products—To the extent practicable,purchase only American-made equipment and products with the proceeds of the Loan. (5) Taxes—Pay all federal, state,and local taxes,including income,payroll, real estate and sales taxes of the business when they come due. (6) Occupancy—Comply with the following provisions: (a)Borrower must lease 100% of the Rentable Property to Operating Company; (b)Operating Company may sublease up to 49%of the Rentable Property;(c)Borrower will not use Loan proceeds to improve or renovate any of the property to be sub-leased. SBA Loan Number: 53217250-10 Page 12 SBA Loan Name: Hokkaido Restaurant,Inc. (504 wizard 2009.1 (w7)) c. Prior to 504 Loan Closing,CDC must require Borrower and Operating Company to certify that they will not,without prior written consent of CDC and SBA: (1) Distributions—Make any distribution of company assets that will adversely affect the financial condition of Borrower and/or Operating Company. (2) Ownership Changes—Change the ownership structure or interests in the business during the term of the Note,provided that, commencing six months after the Debenture sale,Borrower or Operating Company may have one or more changes in ownership without approval of SBA so long as the cumulative change over the term of the Note is less than five percent(5%). (3) Transfer of Assets—Sell, lease,pledge, encumber(except by purchase money liens on property acquired after the date of the Note), or otherwise dispose of any of Borrower's property or assets, except in the ordinary course of business. (4) Conflict—Or any of its affiliates acquire, directly or indirectly, in excess of a 10% ownership or interest in CDC during the term of the Debenture. If this type of acquisition occurs the Debenture will immediately become due and payable in full. F. DEBENTURE SALE CONDITIONS 1. SBA will not authorize the sale of the Debenture until SBA is satisfied that: a. there has been no unremedied adverse change in the financial condition, organization, management, operations, or assets of Borrower and Operating Company; b. all the terms and conditions of this Authorization have been met, and; c. Borrower, Operating Company and the CDC have complied with their responsibilities as listed below. 2. IT IS BORROWER'S RESPONSIBILITY TO: a. Comply with other conditions, outside the Authorization,that are reasonably imposed by CDC. b. Cooperate fully with CDC and SBA in closing the Loan and obtaining necessary certifications and documents. c. Comply with the closing instructions provided by CDC and SBA. d. Execute all documents required by CDC and SBA.All documents required to be produced by the Borrower must be satisfactory to SBA in form and substance. e. Submit all required documents to CDC counsel sufficiently in advance of 504 Loan Closing(as directed by CDC counsel). f. Certify that all elements of Project Costs have been paid in full and how they were paid. g. Certify that any bankruptcy or insolvency proceeding involving, or pending lawsuit against,Borrower, Operating Company or any of their principals has been disclosed in writing to CDC. SBA Loan Number: 53217250-10 Page 13 SBA Loan Name: Hokkaido Restaurant,Inc. (504 Wizard 2009.1 (w7)) 3. IT IS CDC'S RESPONSIBILITY TO: a. Close the Loan in accordance with the terms and conditions of this Authorization. b. Obtain valid and enforceable Loan documents and all required lien positions. This includes obtaining the signatures or written consent of any obligor's spouse if such consent or signature is necessary to bind the marital community or create a valid lien on marital property. c. Obtain all necessary certifications. d. Obtain a legal opinion from CDC counsel or Borrower's counsel if there is one, acceptable to CDC and SBA,verifying: (1) that all Borrower or guarantor entities(other than natural persons) are properly organized, in good standing,validly existing, and have the authority to borrow or guarantee; (2) that the documents executed by the Borrower and guarantors have been authorized, executed, and delivered by an authorized person, and are valid and binding obligations, enforceable in accordance with their respective terms; and (3) opinions as to such other matters as CDC and SBA may require. e. Certify to SBA that there has been no substantial unremedied adverse change in the Borrower's or Operating Company's financial condition, organization,operation, or assets, as set forth on the CDC Certification(SBA Form 2101). f. Certify that all elements of Project Costs have been paid in full and that the Interim Lender, Third Party Lender,Borrower, and CDC have each contributed to the Project in the amount and manner authorized by SBA. g. Properly complete all closing documents using SBA Required Forms. CDC may use its own forms except as otherwise instructed in this Authorization. CDC must use the following forms for the Loan: Opinion of CDC Counsel(Appendix D to the National 504 Authorization Boilerplate) SBA Form 2101,CDC Certification SBA Form 1505, SBA Note SBA Form 1504,Debenture SBA Form 159 (504),Compensation Agreement,for each representative SBA Form 1528, CDC Board Resolution SBA Form 1506, Servicing Agent Agreement SBA Form 722,Equal Opportunity Poster SBA Form 2286, 504 Debenture Closing Checklist SBA Form 2287,Third Party Lender Agreement SBA Form 2288, Interim Lender Certification SBA Form 2289,Borrower and Operating Company Certification IRS Form W-9 CDC may use computer-generated versions of mandatory SBA Forms, as long as these versions are exact reproductions. h. Submit Form 2286,the 504 Debenture Closing Checklist, and copies of required documents from the checklist for SBA review and approval by the deadlines established by SBA for each Debenture sale. SBA Loan Number: 53217250-10 Page 14 SBA Loan Name: Hokkaido Restaurant,Inc. (504 Wizard 2009.1(w7)) 4. Compensation Agreement. At Closing, CDC and Borrower must provide an SBA Form 159 (504)from each agent,as described in the form,that assisted the Borrower to obtain the Loan, indicating the amount of each fee. 5. Completion of Debenture and Note Terms. Borrower, Operating Company and CDC authorize CDC, SBA and/or CSA to date and otherwise complete any terms of the Debenture, Note,or Loan Documents which were incomplete at the time of their execution as soon as such terms become known to them. ADMINISTRATOR SMALL BUSINESS ADMINISTRATION Robert MacLennan 0: GMT Aulhoneed EPM Provider { �!}UNITEDSTATES I POSTAL SERVICE D:10000yd42zw Electronic Postmark July 19,2012 By: Authorized SBA Representative Date SBA Loan Number: 53217250-10 Page 15 SBA Loan Name: Hokkaido Restaurant,Inc. (504 wizard 2009.1 (w7)) ACCEPTANCE BY BORROWER OPERATING COMPANY AND CDC: In consideration for the provision by SBA of financial assistance to CDC for the benefit of Borrower, and intending to be bound,Borrower, Operating Company and CDC accept and agree to comply fully with the terms and conditions of this Authorization for Debenture Guarantee.Each person signing below represents and warrants that he or she is fully authorized to execute this Authorization in the capacity indicated. This Authorization should be executed by all parties within 10 days of Loan approval. The terms and conditions of this Authorization survive 504 Loan Closing and Debenture sale. GRANITE STATE ECONOMIC DEVELOPMENT CORPORATION (Corporate Seal if Required) By(name,title): Date Attest or Witness, as required(name,title): Date HJ AND S,LLC (Corporate Seal if Required) By(name,title): Date Attest or Witness, as required(name,title): Date HOKKAIDO RESTAURANT, INC. (Corporate Seal if Required) I I By(name,title): Date Attest or Witness, as required(name,title): Date I SBA Loan Number: 53217250-10 Page 16 SBA Loan Name: Hokkaido Restaurant,Inc. (504 wizard 2009.1 (w7)) William Francis Galvin Secretary of the Commonwealth Date:August 27, 2012 To Whom It May Concern : I hereby certify that according to the records of this office, HOKKAIDO RESTAURANT INC. is a domestic corporation organized on June 20,2012 , under the General Laws of the Commonwealth of Massachusetts. I further certify that there are no proceedings presently pend- ing under the Massachusetts General Laws Chapter 156D section 14.21 for said corporation's i dissolution; that articles of dissolution have not been filed by said corporation;that, said cor- poration has filed all annual reports, and paid all fees with respect to such reports, and so far as appears of record said corporation has legal existence and is in good standing with this office. In testimony of which, �S I have hereunto affixed the °P Great Seal of the Commonwealth Sao aG Wo v�o on the date first above written. Secretary of the Commonwealth YT Certificate Number: 12088661910 Verify this Certificate at:http://corp.sec.state.ma.us/corp/Certificates/Verify.asp Processed by: smc I Job Posting/Vacancy Log September 26,2012 Date Posted Position Department Hiring Status Manager 8/14/12 P.T. Intern Planning Judy Tymon Posted on NA website and Interns.com Geographic Information Systems Technician 6/26/12 IT Network IT/School M.Killen, Interviews completed,James Halchak recommended Manager Corey Masson on 9/26/12. 5/1/12 Elder Client Senior Ctr. L O'Brien Dual promotions for Cahla Ahlstrom as Program Asst Prog Mg Coordinator and Donna Delaney as Assistant Director/Outreach Coordinator effective 9/17/12 Vacant as of PT Gas & Corn Dev C.Bellavance Posting and ad being drafted 9/24/12 Plumbing Building and G. Brown Inspector Dept. 9/27/2012 8:37 AM • �rTL1 D 16,, ` 1 • • INTEROFFICE MEMORANDUM To: North Andover Board of Selectmen From: Andrew W. Maylor Date: September 25, 2012 Re: Stevens Pond—Algae Response Attached you will find a recommendation from Bruce Thibodeau on how to proceed to address the algae problem that closed Steven's Pond this past summer. Included is the scope of work for the consultant that will assist us and a company profile for that consultant. I strongly support the approach recommended by Bruce and will have him begin unless you direct me to proceed in a different way. s INTEROFFICE MEMORANDUM DATE: September 27,2012 TO: Andrew Maylor, Town Manager FROM: Bruce Thibodeau,Director of DPW CC: Ray Santilli, Assistant Town Manager Tim Willett, Operations Manager Linda Hmurciak, Superintendent Water Treatment Plant Rick Gorman,Director of Youth Services RE: Program for Assessment&Management of Nuisance Algae—Stevens Pond I am recommending the following program to manage and control the algae issue that we experience at Steven's Pond this past summer. The goal is to have a plan in place for the 2013 season to monitor Steven's Pond so that prompt action can be taken to eliminate another outbreak if the monitoring indicates that potential. The process will evaluate and explore both in-pond and watershed issues and the action plan will include both short and long term actions. The components of the scope are outlined below and a detailed scope of work from our consultants Aquatic Control Technologies (ACT) is attached. The DPW has used ACT for similar work on the Lake and they have done the weed control in the past for Steven's Pond. Also, they are working on similar projects at other locations in Eastern Massachusetts. They are both knowledgeable with this type of program and with the Town's particular situation. The scope outline: 1.) Base line monitoring/assessment&review existing data 2.) Establish water quality& algae monitoring program 3.) Evaluate &recommend near& long term management strategies to control/reduce nuisance In-pond strategies such as aeration, chemical application, and flushing will require Con Com/DEP approval. As for schedule, ACT has already begun step 1 above, When they have completed that step we plan to hold a meeting in late November or early December. A second meeting will be held in January to present and discuss the short and long term plans. If in-pond strategies require the approval of the Con Memo to:Andrew Maylor September 27,2012 Page 2 of 2 Com/DEP then we will make these submittals in late February or early March. A plan will be in place before the start of the 2013 season. I recommend that the above mentioned meetings be held with a working group to review the results, receive input, and discuss the strategies. The DPW staff who will be involved will be Linda Hmurciak, Superintendent of the Water Treatment, as you know Linda has an extensive scientific and environmental background, Tim Willett, Operations Manager who manages the DPW facilities, and me. Since we will need to work closely with Youth Services I recommend you assign staff from that Department and we may want to consider other staff members. Once a monitoring plan is developed ACT and Water Treatment Plant Staff will meet with Youth Services personnel to teach them the monitoring techniques and develop a process of reporting results. I believe this process will be effective to reduce or eliminate the algae nuisance. However, I further believe, having looked into this problem in the region,that there is no easy fix. The algae is always present in ponds and water bodies and it is believed that the particular warm winter this past year brought it out more extensively than other years. Now, although the plan and solutions will not be inexpensive, we will have a plan to deal with the issue in the future. Mum ONTRCL`NCHNOLOGY,INC. FOND AND CAKE MANAGEMENT SPECIALISTS Aquatic Control Technologies Scope and Budget For Water Quality Assessment & Management of Nuisance Algae— Stevens Pond Scope Aquatic Control understands that Stevens Pond has experienced a severe Cyanobacteria (blue-green algae) bloom this summer, necessitating that the pond be closed to swimming. This algae will typically "die — back" come fall and winter as the water cools, however, whether the bloom occurs next summer or not remains to be seen. It's well known that algae blooms may occur in response to elevated nutrient concentrations and particularly elevated phosphorus. We first need to meet with those in the Town whom are already working on this problem to better understand what is already known about the algae in Stevens Pond and what testing or other investigative work may have already been completed or is currently underway. Working with the lead Board/Department for the Town, Aquatic Control preliminarily suggests a "three step "approach towards hopefully better understanding the sources of phosphorus fueling this algal bloom and what can be done to control or reduce phosphorus inputs continuing to enter or that already exist within the pond. The proposed steps or phases would include: Task 1) Perform a limited base-line pond assessment and review of existing data/information Task 2) Establish a water quality and algae monitoring program if one is not already in place, Task 3) Evaluate near-term and longer-term management strategies to control/reduce the nuisance algae. Both in-pond and watershed strategies would be considered and explored. The overall goal would be to have a plan in-place for spring and summer of 2013 to monitor the pond and then take prompt corrective action if an algal bloom appears likely or is imminent. Potential in-pond management strategies such as aeration, phosphorus precipitation treatment with buffered Alum, algaecide treatment (s) and other strategies that may be considered will typically require filing for permit approval with the North Andover Conservation Commission. This means filing with the Commission would likely need to occur in March or April at the latest. i I I Company Profile Page 1 of 2 Client Login Company Profile I Download Brochure I Contact Us I Home 2. e D ` Horne>Company Profl€, Herbicide&Algaecide Treatments Company profile Staff Prafos I�rofessionai Affiliations Water Clarification & Mission Statement Phosphorus Inactivation Treatments To provide the"best" professional lake management services and products to a diversified client base throughout the northeast - Mechanical Harvesting& Hydro-Raking These services and products shall be founded on science; chosen and applied objectively to each client's requirements; and have reasonable Dredging potential for success. :A Fountains &Aeration Systems We shall forego short-term profits in favor of building lasting client relationships and confidence. Physical Weed Control Techniques We shall conduct our business in a manner in which our employees are proud of their work; can earn a better than average industry wage; and Biological Approaches share in the profitability of the company when financial performance meets Assessments& annual goals. Management Plans Aquatic Control manages several hundred pond/lake/reservoir and wetland Wetlands Invasive systems each year.The bulk of these projects are performed throughout New Species Control England and New York, however,the company has also worked on projects in many other states along the east coast, as well as in Mexico and Puerto Rico. Our Work Since its formation in 1976,Aquatic Control has practiced a truly integrated approach to pond and lake management and has contributed significantly to advancements in both chemical and non-chemical techniques for managing e°�fer g nuisance/invasive aquatic vegetation and algae. New England _ryrd New,York In addition to holding aquatic pesticide licensing/certification in all New England states and NY,we also own/operate one of the largest fleets of mechanical harvesting/hydro-raking machinery in the country,with several various sized Harvesters, Hydro-Rakes,Transport Barges and smaller-scale, dredging equipment. We design, install and service a variety of aeration/water circulation - devices. Aquatic Control pioneered the use of Alum (aluminum sulfate) treatments in the northeast for nutrient reduction and nuisance algae control and ............... ... we routinely utilize other management techniques like water level drawdown, The Watermark bottom barriers and biological controls in our management programs, where applicable. Our techl,i�„al staff is recognized for its abilities to handle all aspects Keep up to date on information and of the project, from the initial assessment through permitting, implementation and ;legislative issues that may affect follow-up monitoring. your body of water. Aquatic Control employs nine f�ifi—ti�a cafes�lar�i�, including six degreed CURRENT Biologists and one Environmental Engineer. Most of these professionals have ARCHNES been with the company for a minimum of five years and each is experienced and licensed/certified for aquatic herbicide/algaecide applications. Gerald Smith, Enter your email to signup: founder and President of the company, is a past Director of the North American Lake Management Society and founding member and Past-President of the 'r;fvcr tl WAIT Northeast Aquatic Plant Management Society. He has received a number of http://www.aquaticcontroltech.com/company.html 9/25/2012 Company Profile Page 2 of 2 Trusted by hundreds of regional and national awards for his contributions to the field of lake and pond clients,both private and management. public,including: We assign an experienced project manager to handle each account. Unlike some El competitive firms that employ mostly seasonal Field Technicians to perform the work, it is our practice that a degreed Biologist or Engineer oversee every project and most often be on-site to perform chemical treatments, regardless of project size or budget.We are consistently selected for the more technically challenging and"higher-profile"lake management projects. We have been selected by the state environmental agencies for aquatic invasive plant management consulting and implementation projects in MA, ME, CT,VT, NY and NH. Other clients include the Nature Conservancy of CT,the US Army Corps of Engineers,the US Fish &Wildlife Service, along with literally hundreds of cities/towns, lake/pond associations and individual pond owners. info@aquaticcontroltech.com•(508)865-1000•11 John Road Sutton,MA 01590 Email this Page I Print this Page http://www.aquaticcontroltech.com/company.httnl 9/25/2012