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HomeMy WebLinkAbout2018-07-16 Board of Selectmen Minutes BOARD OF SELECTMEN MINUTES July 16, 2018 CALL TO ORDER: Chairman Regina Kean called the meeting to order at 7:OOPM in the Town Hall Meeting Room. The open session meeting was recorded. ATTENDANCE: The following were present: Chairman Regina Kean, Clerk Phil DeCologero, Licensing Chairman, Chris Nobile, Richard Vaillancourt, Rosemary Smedile, Town Manager Andrew Maylor, Assistant Town Manager, Ray Santilli and Executive Assistant, Laurie Burzlaff. Approximately 16 members of the public were present. PLEDGE OF ALLEGIANCE PUBLIC COMMENT: Gas worker locked out by National Grid that does not live in North Andover asked for a moratorium on construction work for National Grid gas until regular employees are back. Henry Wright of 70 Maple Avenue spoke in support of changing Columbus Day to Indigenous People's Day. The chair asked that any other public comments related to the first consent item wait until that item is presented. APPROVAL OF MINUTES: Richard Vaillancourt made a MOTION, seconded by Phil DeCologero, to approve the Open Session Minutes of June 18, 2018. Motion approved 5-0. ACCEPTANCE OF DONATIONS From the Franklin School PTO in the amount of$1,000 to the Youth Center for summer equipment Franklin School PTO donated $1000 to the Youth Center to be used to purchase summer equipment. Richard Vaillancourt made a MOTION, seconded by Phil DeCologero that the Board of Selectmen accept the donation of$1,000.00 from the Franklin School PTO to be used for summer equipment at the Youth Center. Motion approved 5-0. From Viviane Delima in the amount of$300 to the Police Department for any needed equipment or service The Police Department received a donation from Viviane Delima to be used for any needed services or materials. Richard Vaillancourt made a MOTION, seconded by Phil DeCologero that the Board of Selectmen accept the donation of$300.00 from Viviane Delima to be used for any needed service or material at the Police Department. Motion approved 5-0. From Elizabeth Wilson in the amount of$25 to the Fire Department for any needed equipment or service Elizabeth Wilson donated $25 to the Fire Department to thank them for assisting her. Chris Nobile made a MOTION, seconded by Phil DeCologero that the Board of Selectmen accept the donation of$25.00 from Elizabeth Wilson to be used for any needed service or equipment at the Fire Department. Motion approved 5-0. From Richard Yee of two framed black and white local landscape photographs Rosemary Smedile gave a brief background of Richard Yee who donated seven framed black and white photographs. The photographs will be hung in the conference rooms at Town Hall. Rosemary Smedile made a MOTION, seconded by Richard Vaillancourt that the Board of Selectmen accept the donation of seven framed black and white local landscape photographs to be hung in the conference rooms at Town Hall. Motion approved 5-0. LICENSING COMMISSIONERS: Richard Vaillancourt made a MOTION, seconded by Phil DeCologero to open a meeting of the North Andover Licensing Commission. Motion approved 5-0. Board of Selectmen Minutes July 16, 2018 2 John Nloroge of Crossway Transit, LLC requests a Livery License at 30 Mass Ave. Licensing Chairman, Chris Nobile, moved the item to the next agenda as the application was not complete. Paul Gallant of Merrimack College requests a one day wine and malt license for a Hockey Association Beer Garden on August 4, 2018 from 1:OOPM-5:OOPM Regina Kean made a MOTION, seconded by Phil DeCologero that the Board of Selectmen, acting as Licensing Commissioners, approve the request of Paul Gallant of Merrimack College for a one day wine and malt license for a Hockey Association Beer Garden on August 4, 2018 from 1:00PM- 5:00PM. Motion approved 5-0. Requests from Deborah Ingalls of Butlers and Bars for events at Smolak Farms: One day all alcohol license for a party on July 27, 2018 from 5:OOPM-10:OOPM One day wine and malt license for a birthday party on July 29, 2018 from 3:OOPM-9:OOPM One day all alcohol license for a wedding on August 4, 2018 from 4:OOPM-10:OOPM Phil DeCologero made a MOTION, seconded by Regina Kean, that the Board of Selectmen, acting as Licensing Commissioners, approve the one day license requests of Deborah Ingalls for events at Smolak Farms on July 27, 2018, July 29, 2018 and August 4, 2018, as presented. Motion approved 5-0. Request for a change of manager at Walgreens of Massachusetts, LLC d/b/a Rite Aid Walgreens requested a change of manager from Petrece Palmese to Sarah Rinaldo. Ms. Rinaldo was present to answer any questions. Regina Kean made a MOTION, seconded by Phil DeCologero that the Board of Selectmen, acting as Licensing Commissioners, approve the change of manager request for Walgreens of Massachusetts LLC d/b/a Rite Aid. Motion approved 5-0. Request of Suni, Inc. d/b/a Town Mart for a wine and malt package store license at 260 Winthrop Avenue. Attorney Jill Mann, legal counsel for Sunj, Inc. and Mr. Patel were present to explain the request. Phil DeCologero made a MOTION, seconded by Regina Kean, that the Board of Selectmen, acting as Licensing Commissioners, approve the wine and malt package store license for Sunj, Inc, d/b/a Town Mart at 260 Winthrop Avenue. Motion approved 5-0. Richard Vaillancourt made a MOTION, seconded by Regina Kean to close a meeting of the North Andover Licensing Commission. Motion approved 5-0. CONSENT ITEMS: Request of Helen Pickard that the Board of Selectmen Proclaim North Andover recognize Indigenous People's Day on the same day as Columbus Day, the second Monday in October Helen Pickard presented her request to proclaim the second Monday in October as Indigenous People's Day. Ms. Pickard believes that a proclamation would honor and recognize the ancestry of our town and provide a more inclusive understanding, aligning with the school department's RAISE values. Ms. Pickard provided a copy of a statement from local clergy members. Kim Reardon, 62 Parker Street, stated that the town has already acknowledged the significance of indigenous people with the town seal, Lake Cochickewick and Weir Hill. Rosemary Buxton, 119 Old Farm Road, stated that in addition to symbols already used to acknowledge them, we can honor our ancestry by proclaiming Indigenous Peoples Day. Selectman DeCologero asked if there will be some kind of effort to educate, such as the program established with Race Amity Day. Ms. Pickard stated that this proclamation would start the conversation. Richard Vaillancourt made a MOTION, seconded by Phil DeCologero that the Board of Selectmen proclaim the second Monday in October as Indigenous People's Day and for a Proclamation to be read at the Board's meeting on September 24th. Motion approved 5-0. Waiver of building permit fee for renovations at the Kittredge School Included in the packet was a request from Stephen Foster, Facilities Director, to waive the permit fee for the renovations at the Kittredge School. Rosemary Smedile made a MOTION, seconded by Phil DeCologero that the Board of Selectmen waive the permit fee for the renovations at the Kittredge School. Motion approved 5-0. Board of Selectmen Minutes July 16, 2018 3 Vote to authorize Town Manager to approve requests to waive building permit fees for public protects and waive the right of first refusal for affordable housing units Chairman Kean suggested the Board allow the Town Manager to approve the waiver of building permits fees for public projects and the right of first refusal for affordable housing units in order to stream line the agenda and focus meeting on policy and discussion. The Town Manager would make the Board aware of whenever the authority was exercised. Selectman Vaillancourt would like building permit fees to remain on the agenda as a way of keeping the public informed. Selectwoman Smedile would like both to remain for transparency. Selectman DeCologero indicated the Board has given the Town Manager authority to approve other items. Selectman Nobile stated that transparency can be satisfied by putting them on the agenda under Town Manager's report. Rosemary Smedile made a MOTION, seconded by Richard Vaillancourt that both items remain on the agenda for Board of Selectmen approval. Motion approved 4-1. Chairwoman Kean opposed. The Board agreed that the Town Manager will provide them with a list of public projects and the Board will preapprove permits for all of the upcoming projects at once so the Town is not waiting for permits to be approved before they can start the work. Town Manager Report(taken out of order) Town Manager, Andrew Maylor, introduced to the Board Jillian Brothers, his new part time executive assistant. Vote on whether to participate in the National Opioid Litigation Included in the packet was a letter the town received asking it to join the National Opioid Litigation. The Board discussed how the settlement would be determined and whether joining would preclude getting anything from the litigation filed by the Attorney General. The Town Manager indicated that any settlement would determine how the money could be spent. Richard Vaillancourt made a MOTION, seconded by Phil DeCologero that the Board of Selectmen participate in the National Opioid Litigation. Appointments The appointment subcommittee recommended the following appointments: Ronn Faigen-Zoning Board of Appeals full member Michael Quinlan-Board of Registrars Devon Smolak-Sustainability Committee David Brown-Stevens Estate Advisory Board Chris Nobile made a MOTION, seconded by Richard Vaillancourt that the Board of Selectmen appoint Ronn Faigen as a full member on the Zoning Board of Appeals, Michael Quinlan to Board of Registrars, Devon Smolak to the Sustainability Committee and David Brown to the Stevens Estate Advisory Board all for terms ending June 30, 2021. Motion approved 5-0. GOVERNMENTAL REPORTS Update from Zoning Board-Paul Koch Paul Koch gave the annual update of the Zoning Board of Appeals. Mr. Koch asked the Board to appoint the associate members as soon as possible so if someone is absent, they will not need a unanimous vote. Mr. Koch also asked about rewriting the Zoning Bylaw. Sidewalk Connectivity Plan-John Borgesi, Town Engineer and Monica Gregoire, Staff Planner Town Engineer, John Borgesi and Staff Planner, Monica Gregoire, presented the concept for a sidewalk connectivity plan. OLD BUSINESS: None NEW BUSINESS: None Board of Selectmen Minutes July 16, 2018 4 TOWN MANAGER'S REPORT: Introduction of Trinity Financial and Royal Crest Estates Study James Keefe, Eva Erlich and Aaron Holmes, Representatives from Trinity Financial, were present to explain the capital needs assessment they are doing for AIMCO/Royal Crest Estates. They will use the information to develop a master plan. GFOA Certificate of Achievement for Excellence in Financial Reporting Once again the town has received the Government Finance Officers Association Certificate of Achievement for Excellence in Financial Reporting. This is the sixth consecutive year the Town has received this award. Reports The Board was provided with the Police Department report, Fire Department report, Opioid Report, Building Department report and Job posting/vacancy log. Chairwoman Kean explained that they will be receiving from the other departments updates of progress to goals instead of the reports they have received in the past. The Town Manager explained that they have a database to tract goals but reports will most likely be quarterly as it is going to take a while to generate. The Town Manager gave a summary of the overall responses to the electricity survey. PUBLIC COMMENT(out of order) Stan Limpert asked for public comment to be put back at the beginning of the meeting and thanked the board for working toward data driven decision making. SELECTMAN'S UPDATES/COMMENTS Richard Vaillancourt reminded residents about all the activities that are going on in Town, including the Free Fitness Series, the Farmer's Market, Artisan Market, movie nights at Stevens Estate, and events at Stevens Coolidge House. Chris Nobile asked for a joint meeting to be set up with the School Committee and Finance Committee. ADJOURNMENT: Chris Nobile made a MOTION, seconded by Phil DeCologero to adjourn the meeting at 9:30p.m. Motion approved 5-0. Laurie A. Burzlaff Executive Assistant Phil DeCologero, Clerk of the Board Documents used at meeting: June 18, 2018 minutes Franklin School donation letter Delima donation letter Wilson donation letter Yee donation memorandum Crossway Transit, LLC request Merrimack College request Smolak Farms requests Walgreens request Sunj, Inc. d/b/a Town Mart request Wavier of permit fee request National Opioid Litigation materials Appointment memorandum Sidewalk Connectivity Plan presentation GFOA Certificate of Achievement Departmental Reports TOWN OF NORTH ANDOVER BOARD OF SELECTMEN 120 MAIN STREET NORTH ANDOVER, MASSACHUSETTS 01845 Regina Kean, Chairman /IIIY�%/ •.. Phil DeCologero, Clerk „� " TEL. (978)688-9510 Chris Nobile FAX(978) 688-9556 Rosemary Connelly Smedile Richard Vaillancourt BOARD OF SELECTMEN& LICENSING COMMISSIONERS AGENDA MONDAY,JULY 16,2018 7:00 PM OPEN SESSION TOWN HALL MEETING ROOM 120 Main Street L CALL TO ORDER IL PLEDGE OF ALLEGIANCE III. PUBLIC COMMENT IV. APPROVAL OF MINUTES A. June 1_8,_2018_Open Session Minutes, as written V. ACCEPTANCE OF DONATIONS A. From the Franklin School PTO in the amount of$ll,000 to the Youth Center for summer equipment B. From Vivian Delima in the amount of$300 to the Police Department for any needed equipment or service C. From Elizabeth Wilson in the amount of$25 to the Fire Department for any needed equipment or service D. From Richard Yee of two framed black and white local landscape photographs VL LICENSING COMMISSIONERS A. John Njoroge of Crossway Transit,LLC requests U Livery License at 30 Mass Ave. B. Paul Gallant of Merrimack College requests U one day wine and malt license for U Hockey Association Beer Garden on August 4,2018 from 1:00PM-5:00PM C. Requests from Deborah Ingalls of Butlers and Bars for events at Smolak Farms: 1. One day all alcohol license for a party on July 27,2018 from 5:OOPM-10:OOPM 2. One day wine and malt license for a birthday party on July 29,2018 from 3:OOPM-9:OOPM 3. One day all alcohol license for a wedding on August 4,2018 from 4:OOPM-10:OOPM D. Request for U change of manager at Walgreens of Massachusetts, LLC d/b/a Rite Aid E. Request of Sunj,Inc. d/b/a/Town Mart for a wine and malt package store license at 260 Winthrop Avenue. VII. CONSENT ITEMS A. Request of Helen Pickard that the Board of Selectmen Proclaim North Andover recognize Indigenous People's Day on the same day as Columbus Day,the second Monday in October B. Waiver of building permit fee for renovations at the Kittredge School C. Vote to authorize Town Manager to approve requests to waive building permit fees for public projects and waive the right of first refusal for affordable housing units D. Vote on whether to participate in the National Opioid Litigation E. Appointments 1. Rom Faigen-Zoning Board of Appeals full member 2. Michael Quinlan-Board of Registrars 3. Devon Smolak-Sustainability Committee 4. David Brown-Stevens Estate Advisory Board VIII. GOVERNMENTAL REPORTS A. Update from Zoning Board-Paul Koch B. Sidewalk Connectivity Plan-John Borgesi,Town Engineer and Monica Gregoire, Staff Planner Ix. OLD BUSINESS X. NEW BUSINESS X1. TOWN MANAGER'S REPORT A. Introduction of Trinity Financial and Royal Crest Estates study B. GFOA Certificate of Achievement for Excellence in Finffl-icial.Rep C. Reports 1.Police 2.Fire 3.Overdose 4.Building 5.Job posting/vacancy log x1l. SELECTMAN'S UPDATES/COMMENTS XIII. NEXT MEETING DATE Monday,August 13,2018 XIV. ADJOURNMENT BOARD OF SELECTMEN MINUTES June 18, 2018 CALL TO ORDER: Chairman Phil DeCologero called the meeting to order at 7:OOPM in the Town Hall Meeting Room. The open session meeting was recorded. ATTENDANCE: The following were present: Chairman Phil DeCologero, Clerk Regina Kean, Licensing Chairman, Richard Vaillancourt, Rosemary Smedile, Chris Nobile, Town Manager Andrew Maylor and Executive Assistant, Laurie Burzlaff. Approximately 20 members of the public were in attendance. PLEDGE OF ALLEGIANCE APPROVAL OF MINUTES Regina Kean made a MOTION, seconded by Chris Nobile, to approve the Open Session Minutes of June 4, 2018. Motion approved 5-0. PUBLIC HEARING Verizon New England Pole Petitions This public hearing is continued from the last meeting. Verizon New England is requesting permission to lay underground conduits in several streets. All relevant departments, including Town Counsel, have reviewed the documents. Barry Maffini from UCS Engineering spoke on behalf of Verizon. Mr. Maffini could not say when the work would begin and only had information on four of the petitions. Addison Minott of 15 Woodcrest Drive stated that this is the third Year of,disturbance to his lawn. He also stated that he has a custom driveway that is not easily replaced and that his property still has pockets settling from last time that need to be filled. Mike McFarland of 91 Meadowview Road stated that he is still waiting for his driveway to be repaired by National Grid. Jay Lovejoy of 59 Cranberry Lane asked about the timeframe for the work. Jim Stanford, DPW Director explained the process and said that he would organize a meeting with the residents and Verizon prior to any work being dome. Richard Vaillancourt made a MOTION, seconded by Rosemary Smedile to close the public hearing to receive comments on proposed Verizon New England Petitions for Cranberry Lane, Fuller Road, Fuller Meadow Road, Highwood Way, Ironwood Road, Meadowview Road, Village Way and Woodcrest Drive. Motion approved 5-01. The Board discussed conditions to be placed on the written approval. Regina Kean made a MOTION, seconded by Richard Vaillancourt that the Board of Selectmen approve the Verizon New England Petitions for Cranberry Lane, Fuller Road, Fuller Meadow Road, Highwood Way, Ironwood Road,Meadowview Road, Village Way and Woodcrest Drive, as presented,subject to°the additional conditions that a street opening permit and bond is required and,;that the properties shall be restored to their preconstruction condition. Motion approved 5-0. National'Grid.and Verizon New England Joint Pole Petition-161 Main Street Chris Nobile made a MOTION,seconded by Richard Vaillancourt to open the public hearing to receive comments on proposed`National Grid and Verizon New England Joint Pole Petition for 161 Main Street. Motion approved 5-0. Dan Boucher from National Grid'was present to answer any questions regarding the joint pole petition from National Grid andVerizon New England for 161 Main Street. Mr. Boucher explained that this would be a stand alone pole and work would start in about three weeks. Rosemary Smedile made a MOTION, seconded by Richard Vaillancourt to close the public hearing to receive comments on proposed National Grid and Verizon New England Joint Pole Petition for 161 Main Street. Motion approved 5-0. Chris Nobile made a MOTION, seconded by Richard Vaillancourt that the Board of Selectmen approve the joint pole petition for National Grid and Verizon New England Petition #25872969 for 161 Main Street, as presented. Motion approved 5-0. Verizon New England Petition-Stanton Way Chris Nobile made a MOTION, seconded by Regina Kean to open the public hearing to receive comments on proposed Verizon New England Petition for Stanton Way. Motion approved 5-0. Board of Selectmen Minutes June 18, 2018 2 Everette Bryan from EDS engineering and Data Solutions was present to answer questions on behalf of Verizon. Mr. Bryan explained that the conduits are already in place and they would just be placing fiber optic cables and wires in the existing conduits. Richard Vaillancourt made a MOTION, seconded by Rosemary Smedile to close the public hearing to receive comments on proposed Verizon New England Petition for Stanton Way. Motion approved 5-0. Richard Vaillancourt made a MOTION, seconded by Regina Kean that the Board of Selectmen approve the petition for Verizon New England#P2018-1A2QOXQ for Stanton Way, as presented. COSENT ITEMS (taken out of order) Request of Sean Daley, President of North Andover Booster Club, to hold the annual 4th of July Road Race on July 4, 2018 and to close Massachusetts Avenue from Osgood Street to the roundabout from 6:OOAM to 10:30AM Mark Cooperstein was present on behalf of the Booster Club to request permission to hold the 4th of July Road Race and close Massachusetts Avenue from Osgood Street to the roundabout from 6:OOAM until 10:30AM. All relevant departments have reviewed the request and have°no issues Chris Nobile made a MOTION, seconded by Richard Vaillancourt that the Board of Selectmen approve the request of the North Andover Booster Club to hold the annual 41h of July Road Race and close Massachusetts Avenue from Osgood Street to the roundabout from 6:OOAM to 10:30AM, as presented. Motion approved 5-0. Accept donation in the amount of$7,500 from Pentucket Bank to be used for the annual fireworks display Marion Donahue from Pentucket Bank presented a check in the amount of$7500 as a donation to be used for the annual fireworks display. Jeff Coco, Chair of Festival Committee thanked the bank for their donation. Richard Vaillancourt made a MOTION, seconded by Rosemary Smedile that the Board of Selectmen accept the donation from Pentucket Bank in the amount of$7500.00 to be used towards the annual fireworks display. Motion approved 5-0. Accept donations to be used for shows at the Common Rick Gorman, Director of Recreation and Youth Services, received donations from Jackson Lumber and Millwork ($100), Trombly,Br'os:Inc. ($1,00), Al McGregor Fence ($50),�MP Roberts Insurance, Inc. ($100) and St. Michael's Church ($500) to be used for summer shows on the common. Richard Vaillancourt made a MOTION, seconded by Rosemary Smedile that the Board of Selectmen accept the donations from Jackson Lumber and Millwork in the amount of$100, Trombly Bros. Inc. in the amount of$100,Al McGregor Fence in the amount of$50, MP Roberts Insurance, Inc. in the amount of$100 and St. Michael's Church in the amount of$500 to be used for summer shows on the common. Motion approved 5-0. COMMUNICATIONS AND ANNOUNCEMENTS Board of Health update Chairman DeCologero presented a Certificate of Appreciation to Dr. Thomas Trowbridge for his fifteen years of service on the Board of Health. Larry Fixler, Chair of the Board of Health gave the Board of Health's annual update. Zoning Board Update Zoning Board Chairman, Paul Koch, had an emergency and could not attend the meeting to give the Zoning Board's annual update. CONSENT ITEMS (continued) Appointments The Board was provided with a list of re-appointments and appointments to various Boards and Commissions that will be effective July 1, 2018. The Poet Laureate Committee recommended Mark Bohrer as the new Poet Laureate. Mr. Bohrer read a poem he wrote. Rosemary Smedile made a MOTION, seconded by Regina Kean that the Board of Selectmen appoint Mark Bohrer as the town's Poet Laureate through June 30, 2020. Motion approved 5-0. Board of Selectmen Minutes June 18, 2018 3 Chris Nobile made a MOTION, seconded by Regina Kean that the Board of Selectmen approve the re-appointments and appointments to various Boards and Commissions, as listed, effective July 1, 2018. Motion approved 5-0. COMMUNICATIONS AND ANNOUNCEMENTS (continued) Safety Enhancements on High Street DPW Director, Jim Stanford, explained the proposed enhancements to High Street which include moving the bump out and having a new delivery zone. Other communications and announcements Rosemary Smedile read the speech Dr. Jennifer Price gave at the High School graduation. Ms. Smedile also congratulated Phila Slade who was honored by the Historical Society. Ms. Smedile stated that she talked with an Andover Selectman and they planned to mark the boundary lines on June 30. Chairman DeCologero asked Ms. Smedile to provide the information to Ms. Burzlaff so she could forward to the rest of the Board. Richard Vaillancourt reminded the public about the free Summer Fitness Series at the Common and stated so far the turnout has been great. CONSENT ITEMS (continued) Selectwoman Smedile left the room. The Board was asked to re-appoint the firms of Kopelman & Paige, P.C. and Collins, Loughran & Peloquin as `Special Counsel', and to approve the Town Manager's appointments. Richard Vaillancourt made a MOTION, seconded by Regina Kean that the Board of Selectmen approve the appointment of the firm of KP Law as Special Counsel through June 30, 2019. Motion approved 4-0. Richard Vaillancourt made a MOTION, seconded by Chris Nobile that the Board of Selectmen approve the appointment of the firm of Collins, Loughran & Peloguin as Special Counsel through June 30, 2019. Motion approved 4-0. Selectwoman Smedile returned to her seat. Richard Vaillancourt made a MOTION, seconded by Regina,Kean that the Board of Selectmen approve the Town Manager's appointments as fisted, effective,July 1, 2018. Motion approved 5-0. Approve personnel policy Cathy Darby, Human Resources Director, presented the revised Personnel Policy effective July 1, 2018 which governs non-union employees. Ms. Darby explained the policy was updated to comply with current laws and that a social media policy was added along with the Volunteer Policy. Ms. Smedile stated that she was not comfortable withth6 Volunteer Policy due to taxpayer money being used to pay employees for time off to voluntoor. Richard Vaillancourt made a MOTION, seconded by Regina Kean that the Board of Selectmen approve the Personnel Policy, as presented. Motion approved 4-1. Ms. Smedile opposed. Approve and sign easement to Massachusetts Electric Company for 115 Philip Brooks Road In order for electrical service to be brought to the new kindergarten, the Board was asked to approve and sign an easement granting National Grid permission to install and maintain the underground electrical lines. Regina Kean made ar'MOT1ON seconded by Chris Nobile that the Board of Selectmen approve and sign the Grant of Easement to National Grid for the property at 115 Philip Brooks Road. Motion approved 5-0. Affordable Unit Resale-1103 Acorn Drive (Oakridge Village/Maplewood Reserve) The Town has been notified by CHAPA that an affordable unit at Oakridge Village is being listed for sale. The Town has the right of first refusal to purchase the property. It was recommended that the Board waive the right of first refusal on this property. Richard Vaillancourt made a MOTION, seconded by Chris Nobile that the Board of Selectmen waive the right of first refusal for the property located at 1103 Acorn Drive(Oakridge Village/Maplewood Reserve). Motion approved 5-0. Board of Selectmen Minutes June 18, 2018 4 Request for waiver of building permit fee for gazebo at Drummond Playground DPW Director, James Stanford, submitted a request to waive the building permit fee for the gazebo at Drummond Playground. Regina Kean made a MOTION, seconded by Chris Nobile that the Board of Selectmen waive the building permit fee for the gazebo at Drummond Playground. Motion approved 5-0. Vote to approve budget reallocation for FY2018 Included in the packets was the breakdown of the year end budget transfers for FY2018 to cover deficits for snow and ice, special town meeting and other items. Regina Kean made a MOTION, seconded by Chris Nobile that the Board of Selectmen approve the budget reallocation for FY2018 as presented. Motion approved 5-0. LICENSING COMMISSIONERS: Chris Nobile made a MOTION, seconded by Rosemary Smedile to open a meeting of the North Andover Licensing Commission. Motion approved 5-0. Request of Roberto Alonzo of Eva's Farm, LLC for a package store wine and malt license Phil DeCologero made a MOTION, seconded by RosemarySmedile that the Board of Selectmen, acting as Licensing Commissioners, approve the package store wine and malt license for Eva's Farm, LLC. Motion approved 5-0. Request of Katharine Bideau of Stevens-Coolidge Placa for an entertainment license Phil DeCologero made a MOTION, seconded by Regina Kean that the Board of Selectmen, acting as Licensing Commissioners, approve the entertainment license for Stevens-Coolidge Place, as presented. Motion approved 5-0. Request of Katharine Bideau of Stevens-Coolidge Placo,for a one day wine and malt license for a picnic concert on June 23, 2018 from 4:OOpm-7:OOpm. Phil DeCologero made a MOTION,,seconded by,Chris Mobile that the'Board of Selectmen, acting as Licensing Commissioners, approve the one day wine and malt license for a picnic concert at Stevens-Coolidge Place on,June 23,;2018 from 4.100PM-7:00PM, as presented. Motion approved 5- 0. Request of Andrew Li of the Beer Mobile Inc. for a one day wine and malt license for the Booster Club Road Race on July 4, 201,8 from 8:100AM-2:00PM Regina Kean made a MOTION,seconded by Rosemary Smedile that the Board of Selectmen, acting asLicensing Commissioners, approve the one day wine and malt license for The Beer Mobile,Inc. for the Booster Club Road Race on July 4, 2018 from 8:OOAM to 2:OOPM, as presented. Motion approved 5-0. Requests of Deborah Ingalls of Butlers and Bars for one day licenses for events at Smolak Farms One day wirte and malt license for a corporate dinner on July 12, 2018 from 4:30PM-7:30PM One day all alcohol license for a Bar Mitzvah on July 28, 2018 from 4:30PM-10:OOPM Regina Kean made a MOTION,seconded by Phil DeCologero that the Board of Selectmen, acting as Licensing Commissioners; approve the one day wine and malt license for Deborah Ingalls for a corporate dinner on July 12, 2018 from 4:30PM-7:30PM and a one day all alcohol license for a Bar Mitzvah on July 28, 2018 from 4:30PM-10:OOPM at Smolak Farms, as presented. Motion approved 5-0. Chris Nobile made a MOTION, seconded by Rosemary Smedile to close a meeting of the North Andover Licensing Commission. Motion approved 5-0. OLD BUSINESS: None NEW BUSINESS: None Board of Selectmen Minutes June 18, 2018 5 BOARD REORGANIZATION Nomination and vote for Officers (Chair and Clerk) Rosemary Smedile made a MOTION, seconded by Richard Vaillancourt, to elect Regina Kean as Chair of the Board of Selectmen. Motion approved 5-0. Richard Vaillancourt made a MOTION, seconded by Regina Kean, to elect Phil DeCologero as Clerk of the Board of Selectmen. Motion approved 5-0. Nomination and vote for Licensing Chair Regina Kean made a MOTION, seconded by Rosemary Smedile, to elect Chris Nobile as Licensing Chair. Motion approved 5-0. Nomination and vote for Appointment Subcommittee Richard Vaillancourt made a MOTION, seconded by Regina Kean, to appoint Chris Nobile to the Appointment Subcommittee. Motion approved 5-0. Chris Nobile made a MOTION, seconded by Regina Kean, to appoint Richard Vaillancourt to the Appointment Subcommittee. Motion approve 5-0. PUBLIC COMMENT: Helen Pickard of 447 Waverly Road, announced there will be a farewell reception to Dr. Price on Tuesday, June 26th at the Stevens Estate. TOWN MANAGER'S REPORT: Town Manager, Andrew Maylor, thanked Dr. Price for her efforts to improve North Andover and wished her well. ADJOURNMENT: Chris Nobile made a MOTION, seconded by Richard Vaillancourt to adjourn the meeting at 10:05p.m. Motion approved 5-0. Laurie A. Burzlaff Executive Assistant Phil DeCologero, Clerk of the Board Documents Used at meeting: Minutes cif June 4, 2018 Verizon petitions National,Grid petitions Board of Health Report Memorandum re: High Street Donation letter-Pentucket Bank Donation memorandum-Youth Center Reappointment/appointments list Booster Club request Personnel policy Massachusetts Electric easement Affordable Unit resale memorandum Request to waive building permit fee Budget reallocation Eva's farm license request Stevens Coolidge Place license requests The Beer Mobile license request Butlers and Bars license requests Monthly reports NORTH ANDOVER YOUTH & RECREATION SERVICES 33 JOHNSON STREET NORTH ANDOVER MASS. 01845 (978) 682-9000 TO: Laurie Burzlaff, Town Manager's Office FROM: Rick Gorman NAYRS Director DATE: 6/15/18 RE: Donation from Franklin school PTO Hi Laurie, Please find attached a copy of deposited check from Franklin School PTO in the amount of$1,000.00 as a donation to NAYRS to be used for summer equipment. Please add to next available BOS meeting to accept. If you have any questions please let me know Thanks Laurie 1168 FRANKLIN SCHOOL PTO 2 CYPRESS TERnotrliw NORTH ANDOVER,MA 01845 DATE ol 2 53 7055/2113 PAY TO THE ORDER OF • n _ 00 O _ tea SalemFl e 210 ESSEX ST,SALEM,SIA 01970 FORA/L� ►int.. Jw., 0.dYtejm2 V - ' 11200 1 16811' 1: 2 1 13 70 5 58D: 088 300 5 3 L PM s 4 irk TOWN OF NORTHANDOVER, MASSACHUSETTS Fire Department 795 Chickering Road, Northn v r, AM 01845 Telephone 978-688-9590 Fax 978-688-9594 :Board of Selectmen From Fire Chief William McCarthy Date:J ,2018 Re:Donation Please accept the donation from Elizabeth Wilson of 293 Massachusetts Avenue in the amount of$25.00 to be used for department equipment. Sincerely, p,. I Wilharn A. McCarthy R Fire Chief 3 : 1 Proudly Serving Since 1921 xi liettbeth L lollooll 5-751 M1 0 5191 alin E Butson, Jr. 293 flias sur4ustmi Ant. ORDERPAY O 1 17C11etx � JI m THE o ,. x p DOLLARS lJ SANTANDER BANK, NA J 40 �. w il a:o i i o 7 5 15 o l' ? J'R 1 1 3 1,- 5191 F,: rn v�"„�.�.�,:.:l:..F�, �.'+�u.im� �' ✓,X'`w't ""�k'�iYuk "A+,.�°aPrr 'a�'��,i��u..�N^"�.v�W�sfv':r�^"'Ww+duM:Etl..l '.""", n ��'Y"�'7» 'M%� ^.x�+C,^�"�"�'�"�"'.:k""b"a��wt ' S�a"nw, "ErmSJI r, r� e " =%' s 1 I A1.4 q eP A f yy R F/ NORTH ANDOVER u POLICE � iiri � i a+taw � pati, wr fi l " ` ---Community Partnership--- a , The Office of CHIEF OF POLICE Charles P.Gray MEMORANDUM TO: Andrew Maylor,Town Manager IV FROM: Charles Gray, Chief of Police RE: Viviane Delima Donation DATE: July 2, 2018 Attached please find a donation of$300.00 from the Viviane Delima for the Police Department. It is my request that the Board of Selectman accept this donation towards any needed services or materials the department may require. Thank you for your assistance with this matter. (Attachment-1) 1475 Osgood Street,North Andover,Massachusetts 01845 Telephone:978-683-3168 Fax:978-685-0249 mmummumm VtVIANE DELIMA 177 36 BUTLER ST. 5-7017/2110 SALEM,MA 01970-1364 O 9 142 Date Pay to the • i� Order of $ -rybo, at ollars Citizens Bank Massachusetts .- For .D& c���� __.•_�—�`r`r4. _.CAL s • _ 1: 211070175j: 131331260311' 0177 I' AGENDA COVER MEMORANDUM To: Board of Selectmen From: Rosemary Smedile Date: July 13, 2018 Re: Donation Richard Yee, world renowned photographer, resident of North Andover and owner of China Blossom Restaurant, has donated two framed black and white local landscape photographs to the Town.The photographs will be placed in the conference room on the 2nd floor of Town Hall. TOWN OF NORTH ANDOVER OFFICE OF TOWN CLERK 120 MAIN STREET NORTH ANDOVER,MASSACHUSETTS 01845 t&ORTh Joyce A.Bradshaw,CMMC 0 Telephone(978)688-9501 Town Clerk, FAX(978)688-9557 MEMORANDUM TO: Chris Nobile, Chairman, Licensing Commission Members of the Board of Selectmen. Andrew Maylor, Town.Manager FROM: Suzanne M. Pelich, Asst. Town Clerk DATE: July 16, 2018 SUBJECT: Livery License Application Attached please find the application for a Livery License from John Njoroge on behalf of Crossway Transit C. The property is located at 30 Massachusetts Ave. Suite 409. Included are favorable recommendations from the Police Department, Fire Department and the Building Inspector. Please do not hesitate to contact me if you have any questions or concerns. Thank you. i r 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 I applications to the North Andover Board of Selectmen must be accompanied by the following h information. I Indicate if license is: new o tr 1 B 6 f t r ❑ change of dba❑ Other: List type of license(s)applying for: ❑ U Common Victualler FlP ackage Store All Alcohol ��•--Class I N o.ofvdicles for d iisplay. Restai=All Alcobol ElP ackage Store Wine&Malt L la.II Na ofvetucles fer display:_ Restaurant Wine&Malt EjFortune Teller ❑ Club All Alcohol OVeliicle for Hte(raxi No of Velrlcles: Annnal Entertainment Sunday Entertainment Electronic Games-list below: 1 ❑ jukebox ❑ Billiard Table No.of tables: Business Name(legal):IZDSS W�-U 1 RANSi 1 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 Cmclude zip code):__� M ASS. k\/C—: Sic AM mailing address (if different than above address): Name of individual/applicant authorized to apply for license Z56hn Vel t d C7aGe i Business tel.no, of applicant: 3000 Business email: &-dry in C re)99W" Po,-L , F.E.I.N:(F.I.N.). ,)--532 x-42 Please check one of the following:❑own premises [9 ease premises❑property under P&S Name and address of prcgerty owner if different from license holder: C iL Ur P`tr,-k Age u mS. _ �/� ��[SY , P�nnJ�vG✓ amt If applicable,please attach copy of lease and/or Purchase and Sales Agreement Do you currently hold a similar license? What type?_ Have you previously applied for a license? (Yes)❑ (No)rm Have you ever had a license revoked? (Yes)❑ (No) If yes,please indicate why: I i f i Ifthere is a building or structure associated with the license,please submit the following (preferably on 81/2 x 11"paper-no larger than 8 1/2 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: I.The number of the vehicles on display 2.The exact location of the vehicles 3.Customer parking 4.Office area Proposed hou of operation: Monday "fan—S�Q+K Thursday CLM Tuesday —SS riday a.- — Wednesday cta-t — SRA Saturday Sunday (Specify liquor sale hours if different than regular establishment hours): Has the applicant operated a similar business? (If applicable) 1JO Name of Business: Address: ] Federal Tax No.(If applicable): kJ l A 1 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: 2 Signature. I certify under the penal. of perjury that I,to the best of my knowledge and belief, have filed all state tax returns and paid all state and local taxes required by law. f r % Date. ! 118' signature: -�----� I certify that I have read:::; 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;his application. f � . Date-, S a'1[r r Signature• . Please contact the Town Clerks Office at(978)688-9501 if you have any questions regarding this application form. RrAewedand amended:2011 2 Mass.Corporations,external master page MA 01845 USA The name and business address of the person(s) authorized to execute, acknowledge, deliver, and record any recordable instrument purporting to affect an interest in real property: Title individual name Address REAL PROPERTY JOHN NJOROGE 30 MASS AVE, SUITE 409 NORTH ANDOVER, MA 01845 USA -- -- Confidential - Merger - Consent Data Allowed Manufacturing View filings for this business entity: ALL FILINGS Annual Report ,, Annual Report - Professional Articles of Entity Conversion Certificate of Amendment View filings Comments or notes associated with this business entity: New search -ittp://corp.sec.state.ma.us/CorpWebiCorpsearch/CorpSummary.aspx?FEIN=001324842&SEARCH TYPE=1 2/2 ro//i%/�fl'f°'�'/%/ /i!%ai%jri���e�if%/I/ °�(�'%// l/�� � �"///lj��rl'147 ?�i'ifl%"1✓ i,,, ., ,� a;% i, r,i,i z:/ ,;/ ,r,,,. ;: ".. �%, I f/.'//�% 'r/✓%tri%r.� ,� 1�//,�i/ /, / l ',r' r - l' �/ ° p F^'r .r / p//f I � ,..:, //vl�// G/ �l / r ✓� / J� ,,,, /,a l/ rr /l/ r4� J �� �r r �, �,/J�el/�i ,,,o„ ,-�i�%�ir,,,,,, ,�,n,,,, /l ,,,,., ;,������y��i/�i,,�j/ir✓�//,,, %j/�O� ,ai����1,r� r �r,1 I /� ///r0,,, / , ,�,/i ,,� ,,,�u/i/ � ,," ,. 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G�i„ ra, r / it r /c.,/ i, ./ / /ii :.. � a / r% r ✓ / � ., r //f / r.r �i 1. ,..,,, r ,.... �.. r �,.. ,,. r� ,/ ,� l'. >�' ✓,..,� , .� /...>'r/. r r/,; r „ .,„/;, ✓.,.r� „a,. �ref(1.. ,r, //„„- o, .//,� r n ✓,G � ,. / i��,,.��/.:�/r/,e, r/i .,,,, /�i, ,,a r��b,,,f�/�� �����i/ '®l a9fi 'f >' �� f r/ff,j i,:;,, �l i/ I, / � ,����,/i�1�•�,"1/l�i� /„ ''l�/ i1r///i/��f' �/�/ /o ( � v � �� s r/� /ii f/ r '%ii/i�'✓ r �i� s i / a f ; r' Am�ssDOT CERTIFICATE F REGIST TON RMV Division R°g °rs°�awmcr� M.G.L.Chapter 90 Section 246 lakes a crime to alterth Certific to PLATE TYPE REGISTRATION NUMBER REGISTRATION TYPE EFFECTIVE DATE _ MO YEAR ION NUMBER CON T70344 COMMERCIAL 04/30/ ��. 1 18 01812075110135 MFRS MODEL YEAR MAKE MODEL ` BODY STYLElTYPE COLOR IF VEHICLE TOTAL REGISTERED Not valid wit ut official CARRYING W FOR A 2010 FORD CUTVANi VAN WHIT signatl�re egistrar PASSENGERS COMMERCIAL VEHICLE OR HIRE TRAILER. VEHICLE IDENTIFICATION NUMBER INSURANCE COMPANY LE NUMBER REGISTRAR MAXIMUM 1FDFE4FSXADA82241 COMMERCE INSURANCE PAAs�sENG� t THAT CAN BE RESIDENTIAL ADDRESS(IF DIFFERENT) (/SIJ_-('/• SEATED. 015000 NAME(S)OF OWNER(S)AND MAILING ADDRESS FEE CROSSWAY TRANSIT LLC ISTRATION 300.00 30 MASS AVENUE E 75.00 S TE 409 AL PLATES 0.00 N ANDOVER, MA 01845 TAX 875.00 TOTAL 1250.00 MASSACHUSETTS DEPARTMENT OFRAN PORTATION REGISTRY OF MOTOR.VEHICL DIV SION The records 4f the RMV database constitute the offidal statu the veh le registration. � t SPECIAL MESSAGE CHANGE ADDRESS IF THIS VEHICLE IS NEWLY ACQUIRED, IT MUST BE INSPECTED WIT14IN SEVEN (7) DAYS STREET OF REGISTRATION. I CITY,ST E LP CODE Important Informati n fo Vehicle Own6r Every person operating a motor vehicle shall have the Certifii- Ret rn the registration plates to the RD IV immediately if: cate of Registration for the motor vehicle and for the trailer,if y;ani his/her license to operate,upon his/herpersun orin -Th vel�loe-trs been-;d rjuni.ed� .dthe i egistrtiv-n��roi- — the vehicle,in some easily accessible place. g ng to be transferred to another v hicle.Keep a copy of the Bill o ale,Title, and com Ie d Reassig ent of�tle ryour By taw,you must report any charge of address to the RMV with!. re ords to document'he nsfer. 30 days in writing.Address changes can be made on the RMV Yo move to another tat and your gister the vehicle in that state. website:www.massrmv.com or by mail to:RMV,P.O.Box 55889 Boston,MA 02205-5889.Once you have reported the address Th insurance policy is no renewed is cancelled and there is change to the RMV,please write corrected address in box no plan to obtain a ne p licy. provided above. 1 Transferring Your Plates: Massachusetts law (M.G.L. Chapter 90, Sectior allom s you to transfer vaGI r anon p tes from this vehicle to a newly acquired new or used motor vehicle or trailer while yo obtain insurance and a new rel ration.All of the following must be met: 1.You are at least 18 years ofl age and you own the motor vehicl or trail r identified onthis e ' tration Ce ficate,2.You transfer ownership of this vehicle to another person or permanently lose posses n of It such as through rep s fon,etc.); .The newly acquired vehicle is of the same vehicle type(passenger vehicle to passer r vehic e,trailer to traller,a c.); a same r tion type (passenger to passenger,commercialito commercial); and has the same tuberwheels;and,4.The and b er properly complete the Assignment of the Certificate of Title(for the newly acquit use vehicle)or Certifica e o Origin(if a new"vehicle). If all of the above are met,you may operate the newly acquired vehicle with a tran 'erred plates up to :0 m of the th calendar day following the date of transfer(or loss of possession). The day of transfer or loss is y 11. uring those 7 days, u ust cant'th Bill of Sale (or the dealer's Purchase Contract)for the newly acquired vehicle and this Regij tion rtificate when oper tin the vehicle See FAQs About rhe Seven-Day Registration Transfer Law on the RMV'S website at www.mass com No Insurance Card Required:Massachusetts's law does not require an ins nce c ird. The law,M.G.L. a r 90, Sectl n 34A and Chapter 175, Section 113A requires t,e vehicle's owner to maintain a co pulso motor vehicle liabil( ( urance poi cY or bond for bodily intury coverage and property damage insurance. If an insurer is identified on face f this Registration Ceti r te, it is re ulred by law to electronically notify the RMV(Reg)str�of Motor vehicles)if coverage laps .The v hicle owner is then o eci by the V to obtain new insurance within 10 days or the regis"tion will be revoked.Bonds are fl d with he State Treasurer��ffi Be first in line by going c lin at www. a rmv. om Schedule a Road Test Request a Duplic a Titi Renew Your Driver's LicenseRequest a Duplic a Re istration NE TO VIS AN RMV OFFICE. Renew Your Registration Change Your Ad ess SA TIM Pay Citations/Court Nearingee Cancel My Platel egistr tion Com tete Your Replace Your Driver's License Order a Special to Appiica ion Online! VISIT OUR WEBSITE FOR A FULL IST F AVAILABLE SACTI NS SPI3061T 07/2014 ► ssE ,►�� CERTIFICATE F I 4. as9�I M, M.` .L. Chapter 90 Section 24 mak it a crime to REG I S a to this Cert 1`aalte RMV Division PLATE TYPE REGISTRATION NUMBER REGISTRATION TYPE EFFECTIVE DATE EXPIRES ON YEARINSACTION NUMBER CON T39782 CQMMERCIAL 04/27) LAST DAY OF *► 18 811767630104 MFRS MODEL YEAR I MAKEMOD l BODY STYLEMPE LOR IF VEHICLE TOTAL REGISTERED N t v I Without&11481 CARRYING WEIGHT FOR A 2010 FORD ECONOL VAN ITE ign re of Regist r PASSENGERS COMMERCIAL VEHICLE FOR HIRE: OR TRAILER. VEHICLE IDENTIFICATION NUMBER I INSURANCE COMPANY TLF NUIR RECaIST R MAXIMUM NUMBER OF 1FTNS2EW8ADA05305 COMMERCE INSURANCE PASSENGERS A t RESIDENTIAL ADDRESS QTHAT CAN BE F DIFFERENT) L, /JIY_. ' SEATED. 9000 NAMES)OF OWNER(S)AND MAILING ADDRESS FEES REGIST TION 180.00 CROSSWAY TRANSIT LLC TITLE 75.00 30 MASS AVENUE SPECIAL PLATES 0.00 STE 409 N ANDOVER, MA 01845 SALES 749.69 T TAL 1,004.69 MASSACHUSETTS DEPARTMENT OF T T SP RTATION REGISTRY OF MOTOR VEHICLESV1SI N The records of the RMVdatabase constitute the official statf the ehicle registration. .. SPECIAL MESSAGE- — ._ — --_ I .- --•C 'GE OF ADDRESS - IIt I IF THIS VEHICLE IS NEWLY ACQUIRED IT STR EET ADDRESS MUST BE INSPECTED WITHIN SEVEN (7S DAYS OF REGISTRATION. k CI ,STATE.ZIP CODE f Important Informal rn fir Vehicle 0++s • Every person operating a I}notor vehicle shall have the R turn the registration tat to the RM immediately if: Certificate of Registration fort the motor vehicle and for the trailer, if any, and his/her liclense to operate, upon his/her - he vehicle has bee s or junked nd the registration is not going to person or in the vehicle,in some easily accessible place. a transferred to ano er ehicle.Kee a copy of the Bill of Sale, Title, nd completed Rees gn ent of T/tl for your records to document the • By law, you must report any hange of address to the RMV ansfer. within 30 days in writing. Address changes can be made on the RMV website:www.mass.gov/rmv or by mail to:RMV,P.O. - ou move to another tat nd you reg ster the vehicle in that state. Box 55889, Boston, MA 02205-5889. Once you have reported _ he insurance policy i5 n renewed o is cancelled and there is no plan the address change to the RMV, please write corrected obtain a new policy. address in box provided above. I Transferring Your Plates: Massachusetts law (G.L. Chapter 90, Se on 2) flows you to transfer at registrati n plates from this vehicle to a newly acquired new or used motor vehicle or trailer while you obta insure ce and a new registratlo Al the folic ing must be met: 1.You are at least 18 years of age and you own the motor vehicle or iter id ntified on this Regisfr''ati Certificate.2.You transfer ownership of this vehicle to another person or permanently lose possession of it(suc s thro gh repossession, etc); The newly acquired vehicle is of the same — vehicle type (passenger-vehicle to-passenger vehicle,trailer to trail , etc.-)--the-same-registratlAn pe (passen et to-passenge?-commerdial-to commercial);and has the same number of wheels;and,4.The properly complete th Assignmen of the Certificate of Title(for the newly acquired"used"vehicle)or Certificate of Origin(if a"new"vehl I .If all a above are met,you m operate th newly acquired vehicle with the transferred plates up to 5:00 pm of the 7th calendar day following t date transfer(or loss of ' s ssion).The day of transfer or loss is day#1. During that 7 days,you must carry the Bill of Sale(or the dealer's Pu as, C Contract)for the newly�cq (red vehicle and this Registration Card when operating the vehicle.See FAM." the Seven-Day Registration nsfer Law on the RMV's w bs! at www.rn I ssrmv.com. No Insurance Car Required: Massachusetts'law does dot require Insu ce card.The law, Jinu' riice . . Chapter 9 ,Section 34A and Chapter 175, Section 113A requires the vehiclef s owner to maintain a compulsory otor ve icle insurance polir and for bo fly injury coverage and property damage insurance.If an insurer is(identified on the face of this Regist 'on Ce ificate,itis requiredla to electron ally notify the RMV(Registry of Motor Vehicles)if coverage lapses.The vehicle owner is then notifie y the MV to obtain new within 1 days or the registration will be revoked.Bonds are filed with the tate Treasurer's Office. BE FIRST IN LINE BY GOING 0NL NE AT WWW M SSRM .COM Schedule a Road Test Request a Duplica Title N E TO VI IT AN'.RMV'OFFICE? Renew Your Driver's Licens Request a Duplica Regi tration S VE TIME Renew Your Registration Change Your Add ss CO plete Your Pay CitationslCourt Hearing Fee Cancel My Plate/R istra on Replace Your Driver's LicenseOrder a Special PI a App{I anon Online! VISIT OUR WEBSITE FOR A FULL ST O AVAILABLE TRANS CTIONS SPI3061T 04/15 TOWN OF NORTH ANDOVER PRIVATE LIVERY & TAXICAB LICENSE APPLICATION (See Licensing Commission Policies) DATE OF APPLICATION: I I I;?, NEW: RENEWAL: TYPE OF APPLICATION: TAXI: PRIVATE LIVERY: BUSINESS NAME: TAX ID#: 72-q32!J4L ADDRESS: 3c) MkSS c, NA- t,-n TELEPHONE BUSINESS RESIDENCE: TELEPHONE HOME: ( ) DATE OF BIRTH: NUMBER OF VEHICLES TO BE LICENSED: LOCATION(S)WHERE VEHICLES TO BE GARAGED: 30 MSS kyC. FEE: $250.00 PER VEHICLE FOR HIRE PER YEAR: EXPIRES DECEMBER 31sT FEE: $100.00 PER VEHICLE FOR HIRE DRIVER EXPIRES ON DATE OF ORIGINAL APPLICATION. DESCRIPTION OF VEHICLES Make Model Year VIN# Owner Reg.# _ T3 2 ;g& cdivPoj /oLo(n {�F'pFG L4-,F'Sx pt A 8;2a 4 eos5"Pxy 7gA,NS f /7-_7 03 4�- 3 / 4 5 6 7 8 9 10 I SWEAR THAT THE INFORMATION GIVEN IS COMPLETE AND ACCURATE (Si of Indi dual) Corporation=Signature of resident Co oration - Signa a of Treasurer Corporation - Signature of Director Corporati Signature of Director I CERTIFY UNDER THE PENALTIES OF PERJURY THAT I,TO MY BEST KNOWLEDGE AND BELIEF,HAVE FILED ALL STATE TAX RETURNS AND PAID ALL STATE TAXES REQUIRED UNDER LAW. i SIGNATURE OF INDIVIDUAL . CORP RATE OFFICER CORPORATE NAME-MANDATORY MANDATORY,IF APPLICABLE SOCIAL SECURITY NUMBER(VOLUNTARY): a— S+3-2(�i-v2 OR FEDERAL IDENTIFICATION NUMBER APPROVAL OF A CONTRACT OR OTHER AGREMENT WILL NOT BE GRANTED UNLESS THIS CERTIFICATION CLAUSE IS SIGNED BY THE APPLICANT. YOUR SOCIAL SECURITY NUMBER WILL BE FURNISHED TO THE MASSACHUSETTS DEPARTMENT OF REVENUE TO DETERMINE WHETHER YOU MEET TAX FILING OR TAX PAYMENT OBLIGATIONS. PROVIDERS WHO FAIL TO CORRECT THEIR NON- FILING OR DELIQUENCY WILL NOT HAVE A CONTRACT OR OTHER AGREEMENT ISSUED.RENEWED OR EXTENDED. THIS REQUEST IS MADE UNDER THE AUTHORITY OF MASSACHUSETTS GENERAL LAWS, 2C §49A. s Ti SITE LEGEND —ONE— OVERNEAD ELEC.SERV, U M R —EP 2-4`C(PVCt FRfMARY DUCT HARYI F- _ —ES— S-44C(PVC)SECONDARY DUCT BANK —F -2:C(PvCI FIRE SERVICE _ —T 2-4'C(WC)TELEPHONE SERV. M56 MAIN 5WITCHBOAD PANEL - - SAe SA-SITE LIGnT 40OW N.P.G. 208V �C Selo Se-SITE LIGHT 250v1 H.P.5. 20&V 5C0 SC-BOLL ARC]Ow I+.P.S. 120V SNA / I f1r Y' /i I -XI / w "AT �5q I au."t SCLfi: zoA T. SEE D.G.E-3 taCR TEL.En TRACE SEE DWG.E PROPOSED OFFICE BUILDING ES 1"C-3�IO VIA P.0 20a-2F �r L - VIA I, VIA T c IA SAC a T. sc P 1 SI E L I SIGN VIa21T.C. EQ --__._ \- t.\ _— _— Clll, e UTILITY ROLE /An NGw LIa TGf, fanEL MASTER DCx - "OF bQF MASS. AVE. S VEST } 7 '.1. ENTRAINLE DETAIL -� - a EI ITLL t �� ---- i ----- L Cil UTO- TELL. OFFICE 117 U) yU� b OFFIGE Ilt+ ii; � yid �d fl❑ M o t 1 I L I E'xistine Conditions Drawings:3'.24114 s� onwe: ares Project tisane: 30 Massachusens Avenue ca sus x n ted, aR Joel David Silverwatch Architect AIA �.�.� Prepared For: RichLL7 Prupertirs _.. s.cx ' 30u Av xeus Architeaurf'Fhgi ng°Design'Lend Plarming sear I s.-t,.m. Project Address. :nate pry atassac-heseur 224 Win St(M unit 38 Salem,N4 CIM .� n� szs.i< Sheet Title: tee+. •max„�.ro.� rrti eet�o: sacx-u i Fourth f'Ioor Plan t NQRTH ANDOVER ••.Community Partnership--- operations Division Lieutenant Daniel P.Lonen TO: Suzanne Pelich FROM: Lieutenant Daniel P. Lanen :o—� RE: Crossway Transit DATE: June 20, 2018 Please be advised that the following attached request for a Private Livery and Taxicab License has been reviewed. The Police Department has no issues with the license application as filed. A background check of managers:Daniel Kangethe, Shannon Njoroge,John Njoroge and Kangeth Florence Wania has not uncovered any adverse information to affect this application. E. 1475 Osgood Street,North Andover,Massachusetts 01845 Telephone;978.683-3168 Fax:978-881-1172 h U� m le mim 1, NORTH ANDOVER K VA .. / ` ...Community Partnership--- Operations Division Lieutenant Daniel P.Lanen TO: Suzanne Pelich FROM: Lieutenant Daniel P. Lanen RE: Crossway Transit DATE: June 20,2018 Please be advised a background check has been performed for Sarah Campos-Belieny and Simon Gitau for Livery and Taxicab operators. The check has not uncovered any adverse information to affect this application. 1475 Osgood street,North Andover,Massachusetts 01845 Telephone:976-663-3166 Fay 978-661-1172 5/24/2018 Town of North Andover Mail-Re:Scan from Clerk's Office NO ° 0VER Suzanne Pelich <spelich@northandoverma.gov> Re: Scan from Clerk's Office 1 message Robert Bonenfant<rbonenfant@northandoverma.gov> Thu, May 24, 2018 at 7:17 AM To: Suzanne Pelich <spelich@northandoverma.gov> The Fire Department has no issues with this application. On Mon, May 21, 2018 at 1:33 PM, Suzanne Pelich <selic anvr a. v>wrote: Good Afternoon, Attached please find an application for a livery license from John Njoroge on behalf of Crossway Transit located at 30 Massachusetts Ave. If you could please send me your recommendations. Thank you, Suzanne ----------Forwarded message---------- From: <spicors o handover a. ov> Date: Mon, May 21, 2018 at 1:29 PM Subject: Scan from Clerk's Office To: Suzanne<spelic ohover v> I This E-mail was sent from "Clerks-Ricoh-SP-5210SR"(Aficio SP 5210SR). Scan Date:05.21.2018 13:29:45 (-0400) Queries to: spiceworks@northandoverma.gov i i Suzanne M. Pelich Assistant Town Clerk 120 Main Street North Andover, MA 01845 Phone:(978)688-9501 Fax:(978)688-9557 Email spelich@northandoverma.gov Web www.northandoverma.gov https://mail.google.com(maiVu/0/?ui=2&ik=00f5O782ad&jsver-FPvd7uxXULs.en.&cbl=gmaiB fe_180508.13_p10&view=pt&search=inbox&th=16391de873323b2d&siml=16391de873323b2d&mb=1 1 5/23/2018 Town of North Andover Mail-Re:Scan from Clerk's Office No DR k4amchu , � Suzanne Pelich<spelich@northandoverma.gov> Re: Scan from Clerk's Office 1 message Donald Belanger<dbelanger@northandoverma.gov> Wed, May 23, 2018 at 3:00 PM To: Suzanne Pelich <spelich@northandoverma.gov> Cc: Robert Bonenfant<rbonenfant@northandoverma.gov>, Daniel Lanen<dlanen@napd.us>, Suzanne Egan<segan@northandoverma.gov> Suzanne, The Building Department has no issues with the application for a Livery At 30 Massachusetts Ave. in a GB Zoning District. A Certificate of Occupancy and or Building Permit (for tenant fit-up pending on extent of renovation) are required prior to occupying/operating new Business. Please contact the Building Department at 978-688-9545. Please answer the following question: Thank you, Donald Belanger On Mon, May 21, 2018 at 1:33 PM, Suzanne Pelich <spelich northandover . ov>wrote: Good Afternoon, Attached please find an application for a livery license from John Njoroge on behalf of Crossway Transit located at 30 Massachusetts Ave. If you could please send me your recommendations. Thank you, Suzanne ----------Forwarded message---------- From: <sicewors no handover a.gov> Date: Mon, May 21, 2018 at 1:29 PM Subject: Scan from Clerk's Office To: Suzanne<spelich northandover . ov> This E-mail was sent from "Clerks-Ricoh-SP-5210SR" (Aficio SP 5210SR). Scan Date: 05.21.2018 13:29:45 (-0400) Queries to:spiceworks@northandoverma.gov Suzanne M. Pelich Assistant Town Clerk 120 Main Street https://mail.google.com/maiVu/0/?ui=2&ik=00f5O782ad&jsver-FPvd7uxXULs.en.&cbl=gmail_fe_180508.13_p10&view=pt&search=inbox&th=1638e6O28486fc6g&siml=1638e6O28486fc6g&mb=1 1/: 7/9/2018 THE COMMONWEALTH OF MASSACHUSETTS TOWN OF NORTH ANDOVER OFFICE OF THE TOWN CLERK 120 MAIN STREET NORTH ANDOVER, MA 01845 Q, Q Certificate#: 2018-36077 This is an e-permit.To learn more,scan this barcode or visit.viewpointcloud.comtxrecords/ k Q IN CONFORMITY WITH THE PROVISIONS OF CHAPTER 110 SECTION 5 OF M.G.L., AS AMENDED, THE UNDERSIGNED HEREBY DECLARE(S) THAT A BUSINESS UNDER THE TITLE OF: Crossway Transit IS CONDUCTED AT 30 Mass ave STE 409 North Andover ma Issued to: John Njoroge Business Type: L.L.C. Additional Applicants: Sat Jul 09 2022 16:29:27 GMT+0000(UTC). Business Certificate Application Expiration Joyce A.Bradshaw,Town Clerk �® DATE IMMIDD/Y ACC> YYY ) ` CERTIFICATE OF LIABILITY INSURANCE o5/21/2o1s THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(les)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NA annie lukas T EDMUND GARRITY&CO INC (HONE 61 354-4640 FAX No: E-MAIL ADDRESS: D • annie arrl -insurance.com 545 CONCORD AVENUE INSURER(S)AFFORDING COVERAGE NAIC# CAMBRIDGE MA 02138 INSURERA: AIM MUTUAL INS CO 33758 INSURED INSURER 8: CROSSWAY HOME CARE LLC INSURERC: INSURER D: 30 MASSACHUSETTS AVE INSURER E: N ANDOVER MA 01845 INSURER F: COVERAGES CERTIFICATE NUMBER: 271386 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR POLICY NUMBER MMI MI W M /Y7 COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ TO RENT CLAIMS-MADE 7 OCCUR PRMAGE MI E Ea occu D nce $ MED EXP(Any oneperson) $ N/A PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY❑ PRO- F7 LOC PRODUCTS-COMP/OP AGG $ JECT I OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ a accident) ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED N/A BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $HIREDAUT05 H AUTOS (Per accident) $ UMBRELLALIHBOCCUR EACH OCCURRENCE $ EXCESS UAB CLAIMS-MADE N/A AGGREGATE $ DED FFRETENTION$ $ WORKERS COMPENSATION X AND EMPLOYERS'LIABILITY STATUTE ERH YIN A OF IC RIMEMBEREXCLU EDD? E.L.EACH ACCIDENT $ 1,000,000 "" E NIA WA NIA AWC40070364432018A 04/26/2018 04/26/2019 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,desaitle under DESCRIPTION OF CPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 N/A DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached H more space is required) Workers'Compensation benefits will be paid to Massachusetts employees only.Pursuant to Endorsement WC 20 03 06 B,no authorization is given to pay claims for benefits to employees in states other than Massachusetts if the insured hires,or has hired those employees outside of Massachusetts. This certificate of insurance shows the policy in force on the date that this certificate was issued(unless the expiration date on the above policy precedes the issue date of this certificate of insurance). The status of this coverage can be monitored daily by accessing the Proof of Coverage-Coverage Verification Search tool at www.mass.govilwd/workers-compensationAnvestigations/. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Element Care ACCORDANCE WITH THE POLICY PROVISIONS. 37 Friend St AUTTHHORIZEDREPRESENTATIVE Lynn MA 01902 Daniel M.Cr y,CPCU,Vice President—Residual Market—WCRIBMA ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014101) The ACORD name and logo are registered marks of ACORD COMMERCIAL LEASE AGREEMENT In consideration of the covenants herein contained, DISCOVERY BAY HOLDINGS LLC, hereinafter the LESSOR, which expression shall include successors and assigns where the context so admits, does hereby lease to Crossway Homecare LLC, hereinafter the LESSEE, which expression shall include successors and assigns where the context so admits, and the LESSEE hereby leases the following described premises, hereinafter called the "Leased Premises": Suite 409, comprising approximately 1,300 square feet, more or less, in the building known and numbered as 30 Massachusetts Avenue (the Premises), located at 30 Massachusetts Avenue, North Andover, Massachusetts 01845. TO HAVE AND HOLD the leased premises for a term beginning January 1, 2018 and terminating on December 31, 2020. LESSOR AND LESSEE now covenant and agree that the following terms and conditions shall govern this lease during the term hereof and for such further time as LESSEE shall hold the leased premises. LRENT. LESSEE shall pay to LESSOR a total annual ]case payment, for the first year, of Twenty- Two Thousand Eight Hundred Dollars ($22,800.00) payable in advance, in installments of$1,900.00 per month on the first day of each month. LESSEE shall pay to LESSOR a total annual lease payment, for the second year, of Twenty-Three Thousand Four Hundred Dollars ($23,400.00) payable in advance, in installments of 51,950.00 per month on the first day of each month. LESSEE shall pay to LESSOR a total annual lease payment, for the third year, of Twenty-Four Thousand Dollars($24,000.00)payable in advance,in installments of 52,000.00 per month on the first day of each month. Said payments shall be made as follows: To The Order of Discovery Bay Holdings LLC, at the LESSOR's on-site office or via mail to 30 Massachusetts Avenue, North Andover, Massachusetts 01845,or as may be amended in writing by the LESSOR. 2. LATE PAYMENTS. Any rent payment not received by the LESSOR on or before the fifth day of the month for which it is due shall incur a late payment penalty of$25.00 plus 5% of the monthly payment outstanding. 3. USE OF PREMISES. LESSEE shall use the leased premises solely for the purpose of operating a professional office and uses appurtenant thereto. The Leased Premises may be used for other purposes only with the express written consent of the LESSOR which consent shall not be unreasonably withheld or delayed. LESSEE shall notify the LESSOR of any anticipated extended absence from the Leased Premises not later than the first day of the extended absence. 4. UTILITIES. LESSOR shall be responsible for providing electricity, gas, heating,trash disposal, and common area janitorial services, and for payment of all charges and costs incurred for all such utilities and services, LESSEE shall be responsible for janitorial services within the Leased Premises, internet and telephone service, all of which have been explained fully in advance by LESSOR to LESSEE. AR Scanned by CamScanner 1 A. ALTERATIONS. LESSEE shall not make structural alterations or additions of any kind to the leased premises, but may make nonstructural alterations provided LESSOR consents thereto in writing, which consent shall not be unreasonably withheld or delayed. All such alterations shall be at LESSEE'S expense and shall be in quality at least equal to the present construction. LESSEE shall not permit any mechanics' liens, or similar liens, to remain upon the leased premises in connection with work of any character performed or claimed to have been performed at the direction of LESSEE and shall cause any such lien to be released or removed forthwith without cost to LESSOR. Any alterations or improvements made by the LESSEE shall become part of the real estate and the property of LESSOR. 11. LESSOR'S ACCESS. LESSOR or agents of LESSOR may at reasonable times enter to view the leased premises and may remove any signs not approved and affixed as herein provided, and may make repairs and alterations as LESSOR should elect to do and repairs which LESSEE is required but has failed to do, and may show the leased premises to others. However, access to the premises shall be with the prior consent of LESSEE,which consent shall not unreasonably be withheld. As provided by law, in the case of an emergency, LESSOR nay enter the premises without LESSEE'S express consent. 12. DANGEROUS MATERIALS. LESSEE shall not keep or have on the premises any article or thing of a dangerous, inflammable or explosive character that might substantially increase the danger of fire on the premises, or that might be considered hazardous by an insurance company, unless the prior written consent of LESSOR is obtained and proof of adequate insurance protection is provided by LESSEE to LESSOR. 13. REAL ESTATE TAXES. LESSOR shall be responsible for payment of all real estate taxes for the leasehold premises and the remainder of the building. 14. SIGNS. LESSEE shall obtain the written consent of LESSOR before erecting any sign on leased premises. Without waiving the requirement that LESSEE satisfy applicable local and state regulations, LESSOR approved the location,shape and size of sign attached hereto. 15. ACCESS AND PARKING. LESSEE shall have the right without additional charge to use parking facilities, but not including parking spaces marked "Visitor" or"Reserved", in common with others entitled to the use thereof, and said parking area or any portion thereof shall be considered an extension of the leased premises to the extent that it is utilized by LESSEE or LESSEE'S employees. LESSEE will not obstruct in any manner any portion of the building or the walkways or approaches to said building, and will conform to all reasonable rules now or hereafter made by LESSOR for parking, and for the care, use or alteration of the building, its facilities or approaches. LESSEE further warrants that LESSEE will not permit any employee or visitor to violate this or any other covenant or obligation of LESSEE. Unregistered vehicles may not be parked at any time and LESSEE agrees to assume all expense and risk for the towing of any mis-parked vehicle belonging to LESSEE or LESSEE'S agents,employees,or business invitees at any time. 16. OCCUPANCY. In case the LESSEE takes possession of said premises prior to the start of said term, LESSEE will perform and observe all of LESSEE'S covenants from the date upon which LESSEE takes possession except the obligation for the payment of extra rent. LESSEE shall not remove or attempt to remove LESSEE'S goods or property from the leased premises other than in the ordinary and usual course of business, without having first paid and satisfied LESSOR for all rent which may become due during the entire term of this Lease. AR Scanned by CamScanner from the sources from which they are usually obtained for said building, or to any other cause beyond the LESSOR'S immediate control. 22. DEFAULT AND BANKRUPTCY. In the event that: (a) LESSEE shall be declared bankrupt or insolvent according to law, or if any assignment shall be made of LESSEE'S property for the benefit of creditors; or (b) LESSEE shall default in the payment of any installment of rent or other sum herein specified and spch default shall continue for ten (10) days after written notice thereof; or (c) LESSEE shall default in the observance or performance of any other of LESSEE'S covenants, agreements, or obligations hereunder and such default shall not be corrected (or be very actively in the process of being corrected) within thirty (30) days after written notice thereof, or (d) LESSEE vacates the premises or permits them to be unoccupied for more than ten (10) days, the LESSOR shall have the right thereafter, while such default continues, and without demand or further notice, to re-enter and take complete possession of the leased premises, to declare the term of this Lease ended, and to remove LE'SSEE'S effects, without being guilty of any manner of trespass and without prejudice to any remedies which might be otherwise used for arrears of rent or other default or breach of covenant. LESSEE shall indemnify LESSOR against all loss of rent and other payments which LESSOR may incur by reason of such termination during the remainder of the term. if LESSEE shall default,after reasonable notice thereof, in the observance or performance of any other conditions or covenants on LESSEE'S part to be observed or performed under or by virtue of any of the provisions in any article of this Lease, LESSOR, without being under any obligation to do so and without thereby waiving such default, may remedy same for the account and at the expense of LESSEE. If LESSOR pays or incurs any obligation for the payment of money in connection therewith, including but not limited to reasonable attorney's fee in instituting, prosecuting or defending any action or proceeding,such sums paid or obligations incurred, with interest at the rate of ten percent per annum and costs, shall be paid to LESSOR by LESSEE as additional rent. Upon default of this Lease by LESSEE, entire balance of rent which would accrue hereunder shall at the option of LESSOR become immediately due and payable. Notwithstanding the foregoing, LESSEE agrees to pay reasonable attorney's fees incurred by LESSOR in enforcing any or all obligation of LESSEE under this LEASE at any time. 23. NOTICE. Any notice from LESSOR to LESSEE relating to the leased premises or to the occupancy thereof, shall be deemed duly served, if left at the leased premises addressed to LESSEE, or if sent to the leased premises by certified mail return receipt requested, postage prepaid, addressed to LESSEE. Any notice from LESSEE to LESSOR shall be deemed duly served if sent to LESSOR by certified mail, return receipt requested, postage prepaid, addressed to LESSOR at 30 Massachusetts Avenue,North Andover,MA 01845 or at such address as LESSOR has last designated. 24. SURRENDER. LESSEE shall at the time of expiration or other termination of this Lease remove all of LESSEE'S goods and effects from the leased premises. LESSEE shall deliver to LESSOR the Leased Premises and all keys, locks thereto. LESSEE shall deliver at the commencement of the term, or as they were put in during the term hereof,reasonable wear and tear and damage by fire or other casualty only excepted. In the event of LESSEE'S failure to remove any of LESSEE'S property from the premises, LESSOR is hereby and at the sole risk of LESSEE to remove and store any such property at LESSEE'S expense, or to retain same under LESSOR'S control or to sell at public or private sale,without notice, any or all of the property not so removed and to apply the net proceeds of such sale to the payment of any sum due hereunder,or to destroy such property. 25. OUTSIDE AREA. No goods or things of any type or description shall be held or stored outside the leased premises at any time without the express written approval of LESSOR. AR Scanned by CamScanner exercise of such option, and provided further that LESSEE is not at the time of such exercise in default under any of the provisions of this Lease Agreement. 32. FIT-UP. LESSOR agrees to remove wallpaper in the comer office and the reception area. Walls are to be repainted by The LESSOR. In addition, the LESSOR will construct a wall that creates a reception area and separates the Leased Premises from the common area. The wall will have a glass entry door. The attached plan,"Exhibit A",shows the location of the wall. LESSEE agrees to vacate the corner office while work is being completed. Office is to be free of all of the LESSEE's belongings. In the event that the agreed work is not complete by January 1, 2018 it is agreed that the Lease commencement date will adjust to the Monday following completion. If the commencement date is other January 1, 2018 it will be acknowledged by the parties through the execution of a "Memorandum of Lease Commencement". All of the fit-up mentioned above shall be at the cost of the LESSOR. IN WITNESS WHEREOF, LESSOR AND LESSEE have hereunto set their hands and common seals and intend to be legally bound hereby this th day of December,2017. Lessee: Lessor: Crossway Homecare LLC Discovery Bay Holdings LLC By: By_ nnon Njorog a er � Arthur H. Richter, Manager Scanned by CamScanner --- ------- aicwcu lnwt FISCAL YEAR 2018 Account No: 001-217.0-0076-0000.0 PERSONAL PROPERTY TAX Business Name: CROSSWAY HOME CARE Fiscal Year 2018 Tax $72.56 Business Location : MASSACHUSETTS AVE 30 Description Valuation Preliminary Tax: $34.77 501-Pers.prop.indiv,partner.,trust $ 3,400 3rd Installment: $18.90 Fiscal Year 2018 Tax $72.56 Payment due by February 01,2018 Rate per S1000 of Valuation s 21.34 4th Installment: $18.89 Interest at the rate of 14%per annum will accrue on overdue Payment due by May 01,2018 date until payment is made. Tax Paid : $0.00 ABATEMENT APPLICATIONS MUST BE RECEIVED BY THE Abatement: $0.00 ASSESSOR'S OFFICE NO LATER THAN January 31,2018 Interest as of $3.87 May 08,2018 Amount Now Due: $ 76.43 FISCAL YEAR 2018 PERSONAL PROPERTY TAX BILL 2813 [OWN OF NORTH ANDOVER OFFICE OF THE COLLECTOR OF TAXES I u „�1111111111��IIIN oil III 1111111111 '.O.BOX 124 THE COMMONWEALTH OF MASSACHUSETTS VORTH ANDOVER,MA 01845 TOWN OF NORTH ANDOVER of-F 8:30-4:30 422071701 CAX 688-9550/ASSR 688-9566 Tax Unpaid Message kccount No: 001-217.0-0076-0000.0 1st Installment $17.39 Tax bills may be paid at Town Hall,120 Main Street,or 3usiness Name:CROSSWAY HOME CARE 2nd Installment $17.38 mailed to:P.0.Box 124,North Andover,MA 01845. ocation: MASSACHUSETTS AVE 30 3rd Installment $18.90 4th Installment $18.89 CROSSWAY HOME CARE 4TH PAYMENT RECEIPT VOUCHER 30 MASSACHUSETTS AVE STE306B Payment due by May 01,2018 NORTH ANDOVER,MA Amount Now Due: $ 76.43 01845 Based upon assessments as of Jan.01,2017 your Personal Property tax -- - for the fiscal year commencing July 01,2017 and ending on lune 30,2018 on the described property below is as follows: 628 04220717012018000000000000000000000200002813000000007643049 FISCAL YEAR 2017 Account No: 001-217.0-0076-0000.0 PERSONAL PROPERTY TAX Business Name: CROSSWAY HOME CARE Fiscal Year 2017 Tax $82.82 Business Location : MASSACHUSETTS AVE 30 Description Valuation Preliminary Tax: $0.00 501-Pers.prop.indiv,partner.,trust $ 4,050 3rd Installment: $41.41 Fiscal Year 2017 Tax $82.82 Payment due by February 01,2017 Rate per$1000 of Valuation S 20.45 4th Installment: $41.41 Interest at the rate of 14%per annum will accrue on overdue Payment due by May 01,2017 date until payment is made. Tax Paid : $0.00 ABATEMENT APPLICATIONS MUST BE RECEIVED BY THE Abatement: $0.00 ASSESSOR'S OFFICE NO LATER THAN January 31,2017 Interest as of $0.00 Amount Now Due: $ 112.82 FISCAL YEAR 2017 PERSONAL PROPERTY TAX BILL 21669 TOWN OF NORTH ANDOVER OFFICE OF THE COLLECTOR OF TAXES P.O.BOX 124 THE COMMONWEALTH OF MASSACHUSETTS I lulu 11111111111111111111111111 Bill NIII VIII VIII Illi IpI NORTH ANDOVER,MA 01845 TOWN OF NORTH ANDOVER M-F 8:30-4:30 421703656 TAX 688-9550/ASSR 688-9566 Tax Unpaid Message Account No: 001-217.0-0076-0000.0 1st Installment $0.00 Tax bills may be paid at Town Hall,120 Main Street,or Business Name:CROSSWAY HOME CARE 2nd Installment $0.00 mailed to:P.O.Box 124,North Andover,MA 01845. Location: MASSACHUSETTS AVE 30 3rd Installment $41.41 4th Installment $71.41 CROSSWAY HOME CARE 4TH PAYMENT RECEIPT VOUCHER 30 MASSACHUSETTS AVE STE306B Payment due by May 01,2017 NORTH ANDOVER,MA Amount Now Due: $ 112.82 01845 - Based upon assessments as of Jan.01,2016 your Personal Property tax for the fiscal year commencing July 01,2016 and ending on June 30,2017 on the described property below is as follows: 52 04217036562017000000000000000000000200021669000000011282042 AC R® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYY1) lilb. � 1 05/10/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the policy(les)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCERONTACT Anna Lukas NAME: T.Edmund Garrity&Co.,Inc. PH_IAONENo. (617)354-4640 FAX No: (617)354-5828 545 Concord Avenue,Suite 16 E-MAIL annie@gardty-insurance.com ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC 0 Cambridge MA 02138 INSURERA: Atain Specialty Ins Co INSURED INSURER B: Commerce Ins.Co. 34754 CroSS'Nay Transit LLC INSURER C: 30 Mass Ave Ste 409 INSURER D: INSURER E: N Andover MA 01845 INSURER F: COVERAGES CERTIFICATE NUMBER: master COI 2018 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE I POLICY NUMBER MMIDD/YYYY MM/LDD LIMITS X COMMERCIAL GENERAL LIABILITY 1,000,000 EACH OCCURRENCE $ DAMAGE100,000 CLAWS-MADE X OCCUR PR MI E occurrence $ MED EXP(Any one pens n) $ 5,000 A CIP344242 05/01/2018 05/01/2019 PERSONAL&ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 3,000,000 X POLICY ❑ Pita 2,000,000 JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ _ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT s 1,000,000 Ea accident ANYAUTO BODILY INJURY(Per person) $ B OWNED SCHEDULED TBA 04/27/2018 04/27/2019 BODILY INJURY(Per accident) $ AUTOS ONLY x AUTOS X HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident S UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB HCLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ WORKERS COMPENSATIONPT TOTE ETH AND EMPLOYERS'LIABILITY Y/N ANY PROPRIETORIPARTNER/EXECUTIVE I--', NIA E.L EACH ACCIDENT $ OFFICERIMEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be aftached H mora space is reciulmd) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN Element Care LLC ACCORDANCE WITH THE POLICY PROVISIONS. 37 Friend Street AUTHORIZED REPRESENTATIVE Lynn MA 01902 L-.� ` ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 26(2016/03) The ACORD name and logo are registered marks of ACORD -- -� Mass.Corporations,external master page �4�SN►S ',I William Francis Galvin L Secretary tiff a iy `• of • • of ssywatio Corporations Division Business Entity Summary ID Number: 001324842 Request certificate I New search Summary for: CROSSWAY TRANSIT LLC The exact name of the Domestic Limited Liability Company (LLC): CROSSWAY TRANSIT LLC Entity type: Domestic Limited Liability Company (LLC) Identification Number: 001324842 Date of Organization in Massachusetts: 04-26-2018 Last date certain: The location or address where the records are maintained (A PO box is not a valid location or address): Address: City or town, State, Zip code, Country: The name and address of the Resident Agent: Name: JOHN NJOROGE Address: 30 MASS AVE, SUITE 409 City or town, State, Zip code, NORTH ANDOVER, MA 01845 USA Country: The name and business address of each Manager: "Fit e individual name Address MANAGER DANIEL KANGETHE 30 MASS AVE, SUITE 409 NORTH ANDOVER, MA 01845 USA MANAGER SHANNON NJOROGE 30 MASS AVE, SUITE 409 NORTH ANDOVER, MA 01845 USA MANAGER JOHN NJOROGE 30 MASS AVE, SUITE 409 NORTH ANDOVER, MA 01845 USA MANAGER KANGETHE WANIA 30 MASS AVE, SUITE 409 NORTH ANDOVER, MA 01845 USA In addition to the manager(s), the name and business address of the person(s) authorized to execute documents to be filed with the Corporations Division: Titie individual name Address SOC SIGNATORY JOHN NJOROGE 30 MASS AVE, SUITE 409 NORTH ANDOVER, ittp://corp.sec.state.ma.us/CorpWeb/CorpSearch/CorpSummary.aspx?FEIN=001324842&SEARCH_TYPE=1 1/2 TOWN OF NORTH ANDOVER Page:1/1 TAX SHEET Account No Community# Input Date Nbad Status Total Growth 126120 06/09/2016 3,400 0 DBA CROSSWAY HOME CARE Last Year 2 Year Back 3 Year Back Owner CROSSWAY HOME CARE 3,400 4,050 0 Location 30 MASSACHUSETTS AVE Tax Code 501 Business Type ELCA Phone 978 - 683-3000 Mail Address 30 MASSACHUSETTS AVE STE3068 Data Lister LG Entry Clerk CC Last Activity 06/13/2016 List Date 06/07/2016 NORTH ANDOVER,MA 01845 Sources LG Email ID OLD ACCT# 001/217.0-0076 CHANGE DA LAST FOL? BY WHO Type Description YearNew PriceCode Depreciation Itemcost Qty ReplaceCost TotalValue Property Details: F DESK(AVG) 2010 1362 A 65 550 1 550 360 F CHAIR(SWIVEL GOOD) 2010 4861 A 65 375 1 375 240 F CHAIR(W/ARMS) 2010 1353 A 65 115 2 230 150 F FILE CABINET(4 DR AVG) 2010 1368 A 65 220 2 440 290 M PHONE SYSTEM(SMALL) 2015 4611 E 79 1,100 1 1,100 870 M FAX 2015 5058 X 70 300 1 300 210 M COMPUTER(PERSONAL) 2015 5049 X 70 1,500 1 1,500 1,050 M COMPUTER PR(DESK JET) 2015 5057 X 70 300 1 300 210 S SUPPLIES 2016 9999 S 100 20 1 20 20 Property Totals: FURNITURE 1,040 MACHINERY 2,340 SUPPLIES 20 Grand Total Assessment 3,400 Penalty 0 Assessment +Penalty 3,400 05/08/2018 03:29 PM Real Estate Research Consultants,inc SGC Lease Amendment Discovery Bay Holdings LLC and Crossway Homecare LLC being parties to a lease agreement executed on January 26, 2018, mutually agree to modify the Lessee. The sole purpose of the modification is to add a second Lessee. No other changes, additions or deletions are intended. The current Lessee, as shown in paragraph 1 of the Lease Agreement, is Crossway Homecare LLC. The Lessee as amended is Crossway Homecare LLC and Crossway Transit LLC. Agreed this 11th day of July, 2018. Crossway Homecare LLC Discovery M Holdings LLC / fil -B Shannon Njoroge, anager Arthur VAchter, Manager Crossway Transit LLC tom_, John N' roge, Manager Scanned by CarnScanner TOWN OF NORTH ANDOVER OFFICE OF TOWN CLERK 120 MAIN STREET NORTH ANDOVER, MASSACHUSETTS 01845 Joyce A.Bradshaw,CMMC 4 Telephone(978)688-9501 Town Clerk FAX(978)688-9557 S US MEMORANDUM TO: Chris Nubile, Chairman, Licensing Commission Members of the Board of Selectmen Andrew Maylorjown Manager FROM: Suzanne M. Pelich.,Asst. Town Clerk DATE: July 16, 2018 SUBJECT: One Day Liquor License Requests Attached please find a one day wine and malt liquor license application from Paul Gallant, on behalf of Merrimack College. The event is to be held on Aug-List 4, 2018 A favorable recommendation has been given from the Police Department, Fire Department and the Building Inspector with no conditions. Please do not hesitate to contact me if you have any questions or concerns. Thank you. 6/28/2018 Special One Day Liquor License 36915 Applicant Merrimack College Attn Paul Gallant i. 978-837-3523 ext. 3523 @ gallantp@merrimack.edu Location 315 TURNPIKE STREET NORTH ANDOVER, MA 01845 Event Information: Address of applicant: Type of organization: 315 Turnpike Street North Andover, MA 01845 Non Profit Location of Event Type of event: 315 Turnpike Street North Andover, MA 01845 (Tent) Hockey Association Beer Garden Date of event: Start time of event: 08/04/2018 1:00pm End time of event Type of alcohol served: 5:00pm Wine and Malt Is the event being catered? Name of caterer: Yes Sodexo LLC Will there be use of a temporary tent? Will there be a generator used at the event? No No Will there be entertainment? No **ALCOHOL MUST BE PURCHASED BY THE LICENSEE FROM AN AUTHORIZED WHOLESALER** Has permission been received from the property owner Who is serving the alcohol? to hold this event? Tips Certified Bartenders for Sodexo LLC Yes Does the server have liquor liability insurance? Yes Do servers have TIPS certification?**This is required. Yes 1/2 TOWN OF NORTH ANDOVER OFFICE OF TOWN CLERK 120 MAIN STREET NORTH ANDOVER, MASSACHUSETTs 01845 NORTH Joyce A.Bradshaw,CMMC Telephone(978)688-9501 Town Clerk, FAX(978)688-9557 S CHUS MEMORANDUM TO: Chris Nobile, Chairman,Licensing Commission Members of the Board of Selectmen Andrew Maylor, Town Manager FROM: Suzanne M. Pelich, Asst. Town Clerk DATE: July 16, 2018 SUBJECT: One Day Liquor License Requests Attached please find three liquor license request from Deborah Ingalas of Butters& Bars. The events are to be held at Smolak Farm under the tent on July 27h, 291h and August 4. A favorable recommendation has been given from the Police Department, Fire Department and the Building Inspector with no conditions. Please do not hesitate to contact me if you have any questions or concerns. Thank you. 6/21/2018 Special One Day Liquor License 36775 Applicant Deborah Ingalls c. 617-899-9865 ext. @ butiersandbars@msn.com Location 315 SOUTH BRADFORD STREET NORTH ANDOVER, MA 01845 Event Information: Address of applicant: Type of organization: Marissa Leaversuch Individual Location of Event Type of event: Tent SURPRISE 40TH for HUSBAND MIKE If this is a private function (ie wedding, birthday, Date of event: shower, etc)will there be an open bar? 07/27/2018 Yes Start time of event: 5pm End time of event Type of alcohol served: 10 P.M. All Alcohol Is the event being catered? Name of caterer: Yes carry out cafer Will there be use of a temporary tent? Will there be a generator used at the event? Yes No Will there be entertainment? Yes **ALCOHOL MUST BE PURCHASED BY THE LICENSEE FROM AN AUTHORIZED WHOLESALER** Has permission been received from the property owner Who is serving the alcohol? to hold this event? Butlers & Bars Yes Does the server have liquor liability insurance? Yes 1/2 6/21/2018 Special One Day Liquor License 36743 Applicant Q Deborah Ingalls % 617-899-9865 ext. @ butlersandbars@msn.com Location 315 SOUTH BRADFORD STREET NORTH ANDOVER, MA 01845 Event Information: Address of applicant: Type of organization: Michelle Archer Individual Location of Event Type of event: Tent 80th birthday Party If this is a private function (ie wedding, birthday, Date of event: shower, etc)will there be an open bar? 07/29/2018 Yes Start time of event: Spm End time of event Type of alcohol served: Spm Wine and Malt Is the event being catered? Name of caterer: Yes Littleneck Will there be use of a temporary tent? Will there be a generator used at the event? Yes No Will there be entertainment? Yes **ALCOHOL MUST BE PURCHASED BY THE LICENSEE FROM AN AUTHORIZED WHOLESALER** Has permission been received from the property owner Who is serving the alcohol? to hold this event? Butlers & Bars Yes Does the server have liquor liability insurance? Yes 1/2 7/11/2018 Special One Day Liquor License 37195 Applicant Deborah Ingalls �. 617-899-9865 ext. @ butlersandbars@msn.com Location 315 SOUTH BRADFORD STREET NORTH ANDOVER, MA 01845 Event Information: Address of applicant: Type of organization: 9 Oak Center, Wilmington, MA 01887 Individual Location of Event Type of event: Tent Wedding If this is a private function (ie wedding, birthday, Date of event: shower,etc) will there be an open bar? 08/04/2018 Yes Start time of event: 4:00 p.m. End time of event Type of alcohol served: 10:00 P.M. All Alcohol Is the event being catered? Name of caterer: Yes Davids Catering Will there be use of a temporary tent? Will there be a generator used at the event? Yes No Will there be entertainment? Yes **ALCOHOL MUST BE PURCHASED BY THE LICENSEE FROM AN AUTHORIZED WHOLESALER** Has permission been received from the property owner Who is serving the alcohol? to hold this event? Butlers & Bars Yes Does the server have liquor liability insurance? Yes 112 TOWN OF NORTH ANDOVER OFFICE OF TOWN CLERK 120 MAIN STREET NORTH ANDOVER,MASSACHUSETTS 01845 ,AORTFI Joyce A.Bradshaw,CMMC 10 roTelephone(978)688-9501 Town Clerk, FAX(978)688-9557 ,SSgCHO MEMORANDUM TO: Chris Nobile, Chairman, Licensing Commission Members of the Board of Selectmen Andrew Maylor, To Manager FROM: Suzanne M. Pelich, Asst. Town Clerk DATE: July 16, 2018 SUBJECT: Change of Manager-Walgreens of Massachusetts, LLC d/b/a Rite Aid Attached please find an application for a Change of Manager at Walgreens of Massachusetts, LLC d/b/a Rite Aid from Petrece V. Palmese to Sarah R. Rinaldo. Included is a favorable recommendation from the Police Department. Please do not hesitate to contact me if you have any questions or concerns. Thank you. The Commonwealth of Massachusetts Print Form _ -- Alcoholic Beverages Control Commission 239 Causeway Street Boston,MA 02114 U1W 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) 082600065 LICENSEE NAME Walgreens of Massachusetts,LLC ADDRESS 525 Turnpike Street CITY/TOWN North Andover STATE MA ZIP CODE 01845 TRANSACTION TYPE(Please check all relevant transactions): _. ❑ 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)§15 ❑ Pledge of License ❑ 6-Day to 7-Day License Change of Manager ❑ New License ❑ Seasonal to Annual ❑ Other I THE LOCAL LICENSING AUTHORITY MUST MAIL THIS TRANSMITTAL FORM ALONG WITH THE CHECK, COMPLETED APPLICATION, AND SUPPORTING DOCUMENTS TO: ALCOHOLIC BEVERAGES CONTROL COMMISSION P. O. BOX 3396 BOSTON, MA 02241-3396 The Commonwealth of Massachusetts Alcoholic Beverages Control Commission 239 Causeway Street Boston,MA 02114 www.mass.gov/abcc AMENDEMENT APPLICATION FOR A CHANGE OF MANAGER Please complete this entire application, leaving no fields blank. If field does not apply to your situation, please write N/A. 1. NAME OF LICENSEE (Business Contact) Walgreens of Massachusetts,LLC ABCC License Number ---7 City/Town of Licensee 082600065 North Andover 2. APPLICATION CONTACT The application contact is required and is the person who will be contacted with any questions regarding this application. First Name: Joseph Middle: H. _ Last Name: Devlin Title: Attorney Primary Phone: 1617-514-2828 ext.101 Email: jdeviin@devlinlawoffices.com 3. BUSINESS CONTACT Please complete this section ONLY if there are changes to the Licensee phone number, business address(corporate headquarters),or mailing address. Entity Name: Primary Phone: Fax Number: Alternative Phone: Email: Business Address(Corporate Headquarters) Street Number: Street Name: City/Town: State: Zip Code: Country: Mailing Address F� Check here if yourMailing Address is the some as your Brisiness Address Street Number: Street Name: City/Town: State: Zip Code: Country: 1 APPLICATION FOR A NEW RETAIL ALCOHOLIC BEVERAGES LICENSE 4. MANAGER CONTACT The Manager Contact is required and is the individual who will have day-to-day,operational control.over the liquor license. Salutation First Name Sarah Middle Name E::::] Last Name Rinaldo Suffix Social Security Number Date of Birth 08/25/1988 Primary Phone: 978-973-7205 Email: shayden888@gmail.com Mobile Phone: 978-973-7205 Place of Employment Rite Aid#10117 Alternative Phone: 978-794-8720 Fax Number Citizenship/Residency/Background Information of Proposed Manager Are you a U.S.Citizen? (p')Yes ( ,No Do you have direct,indirect,or financial interest in this license? (.,Yes t No Have you ever been convicted of a state, (`Yes G:No federal,or military crime? If yes,percentage of interest If yes,attach an affidavit that lists your convictions with an explanation for each If yes,please indicate type of Interest(check all that apply): Have you ever been Manager of Record of a ( ;Yes (:>No ❑ Officer ❑ Sole Proprietor license to sell alcoholic beverages? ❑ Stockholder [] LLC Manager If yes,please list the licenses ❑ LLC Member ❑ Director for which you are the current ❑ Partner ❑ Landlord or proposed manager: ❑ Contractual ❑ Revenue Sharing ❑ Management Agreement ❑ Other Please indicate how many hours per week you intend to be on the licensed premises 45 Employment Information of Proposed Manager Please provide your employment history for the past 10 years Date(s) Position Employer Address Phone 1984-Present Various Brooks/Rite Aid/Walgreens 525 Turnpike Street,N.Andover,MA Prior Disciplinary Action of Proposed Manager _ Have you ever been involved directly or indirectly in an alcoholic beverages license that was subject to disciplinary action? If yes, please complete the following: Date of Action Name of License State City Reason for suspension,revocation or cancellation n/a PROPOSED MANAGER MUST COMPLETE A CORI REQUEST FORM 2 APPLICANTS STATEMENT 1,IS*Ph"G.Pashko the: ❑sole proprietor; ❑ partner; ❑corporate principal; LLC%LLP member Authorized Signatory Of Walgreens of Massachusetts,LLC ,,hereby submit this application for Ichange of manager Narne of the Entity/Corporation Transaction(s)you are applyingfor (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 representations 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) 1 understand that upon approval of the Application,l 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) I understand that the licensee will be bound by the statements and representations made in the Application,including, but not limited to the identity of persons with an ownership or f€nanciial 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: e�y.Q�v►, , G�� Date: Title: LLC Manager I% �v NORTH ANDOVER a ---Community Partnership--- Operations Division Lieutenant Daniel P. Lanen TO: Suzanne Pelich FROM: Lieutenant Daniel P.Lanen RE: Walgreens DATE: June 25,2018 Please be advised that the following request for a Change of Manager has been reviewed. The Police Department has no issues with this change. Fingerprint and background checks have been conducted and no issues arose concerning the new manager, Sarah Rinaldo. t 1475 Osgood Street,North Andover, Massachusetts 01845 Telephone:976-66.3-3166 Fey.978-661-1172 TOWN OF NORTH ANDOVER OFFICE OF TOWN CLERK 120 MAIN STREET NORTH ANDOVER, MASSACHUSETTS 01.845 golUrfq Joyce A, Bradshaw, CMMC Telephone(9,78)688-9501 Town Clerk, ti FAX (978)688-9557 S CHUS MEMORANDUM TO: Chris Nobile, Chairman, Licensing Commission Members of the Board of Selectmen Andrew Maylor, Town Manager FROM: Suzanne M. Pelich, Asst. Town Clerk DATE: July 16, 2018 SUBJECT: Wine and Malt Package Store License Appliction Attached please find the application from Sunj, Inc., d/b/a Town Mart, Nitesh K. Patel,, Manager 260 Winthrop Ave, for a wine and malt package store license. A legal notice was published in the Eagle Tribune on July 6, 2018 and abutters were duly notified. Legal Council has reviewed. Included are the recommendation from the Police, Fire and Building Departments. Please do not hesitate to contact me if you have any questions or concerns. Thank you. TOWN OF NORTH ANDOVER, MASSACHUSETTS { Fire DeRartmew 795 Chickering Road, North Andover, MA 01845 4�. Telephone 978-688-9590 Fax 978-688-9594 i From: Deputy Chief Graham Rowe June 19,2019 To: Suzanne Pelich Re: Town Mart Wine and Malt Package Store The Fire Department has reviewed the application packet for the wine and malt package store located at 260 Winthrop Ave and we currently do not have any issues with the owner possessing a wine and malt license. With this being a new business and there appear to be modifications to the building and change in occupancy,we reserve the right to review fiu•ther during the building permit process, i Graham Rowe Deputy Fire Chief North Andover Fire Department 3 1 , i , i i �I Proudly Serving Since 192.1 E i i r ---Community Partnership... Operations Division Lieutenant Daniel R Lanen TO: Suzanne Pelich FROM: Lieutenant Daniel P. Lanen RE: Town Mart DATE: June 20, 2018 Please be advised that the attached Application for a Package Store Wine and Malt License has been reviewed. The Police Department has no issues with this application, Fingerprint and record checks have been conducted and no issues arose concerning the new manager,Niteshkumar Patel. C 1475 Osgood Street, Norah Andover, MassachLlsetts 01545 Telephone: 978-683-3166 Fax;978-681-1172 TOWN OF NORTH ANDOVER Office of the Building Department NOR7lI Community Development and Services � 120 Main Street North Andover, MA 01845 AC14US try June 22, 2018 To: Suzanne Pelich Fr: Paul Hutchins Re:Town Mart Wine and Malt Package Store—260 Winthrop Avenue After the review of the application for Town Mart Wine and Package Store located at 260 Winthrop Street it is an allowed use in the B3 Zoning District. Before any work can commence on the site we need to receive a Building Permit application with all supporting documentation including a full set of stamped plans. Our Building Permit applications are on line through View Point which can be accessed via northandoverma.viewpointcloud.com . Sincer ' 4ul Hutchins Inspector of Buildings The Commonwealth of Massaehusetts Alcoholic Beverages Control Commission 239 Causeway Street Boston,MA 02114 www.mass.gov/abcc APPLICATION FOR A RETAIL ALCOHOLIC BEVERAGES LICENSE Please complete this entire application, leaving no fields blank, If field does not apply to your situation,please write N/A. 1. NAME OF PROPOSED LICENSEE (Business Contact) 15UNJ,INC. This is the corporation or LLC which will hold the license,not the Individual submitting this application. If you are applying for this license as a sole proprietor,np_t an LLC, cor oration or otherlegole iiiiiiti ou a en o r ersonalna epee 2. RETAIL APPLICATION INFORMATION There are two ways to obtain an alcoholic beverages license in the Commonwealth of Massachusetts,either by obtaining an existing license through a transfer or by applying for a new license. Are you applying for a new license (:New C Transfer If transferring,please indicate the or the transfer of an existing license? current ABCC license number you If applying for a new license,are you applying for this license are seeking to obtain: pursuant to special legislation? ('Yes {i No If transferring,by what method Chapter Acts of is the license being transferred? 3. LICENSE INFORMATION /QUOTA CHECK On/Off-Premises City/Town NORTH ANDOVER Off-Premises TYPE CATEGORY CLASS 15 Packa a Store Wines and Malt Beverages Annual 4. APPLICATION CONTACT The application contact is required and is the person who will be contacted with any questions regarding this application. First Name: Jill Middle: Elmstrom Last Name: Mann Title: Attorney Primary_Ph-o.be: - ZB.-J6Z 6238---------- --- - Email: )ill@mannpc.com S. OWNERSHIP Please list all Individuals or entities with a direct or indirect,beneficial or financial interest in this license. An individual or entity has a direct beneficial intergst in a license when the individual or entity owns or controls any part of the license.For example,if John Smith owns Smith LLC,a licensee,John Smith has a direct beneficial interest in the license. An individual or entity has an indirect beneflcial interest if the individual or entity has 1)any ownership interest in the license through an intermediary,no matter how removed from direct ownership,2)any form of control over part of a license no matter how attenuated,or 3)otherwise benefits in any way from the license's operation.For Example,Jane Doe owns Doe Holding Company Inc.,which is a shareholder of Doe LLC,the license holder.Jane Doe has an indirect interest in the license. A.All individuals listed below are required to complete a Beificial lntere�t Contact-Individualform. B.All entities listed below are required to complete a Beneficial Interest Contact-,Organization form. C.Any individual with any ownership in this license and/or the proposed manager of record must complete a CORI Release Form, Name Title/Position %Owned Other Beneficial Interest Nitesh K.Patel President/Treasurer/Secretary&Director 100% For additional space,please use next page APPLICATION FOR A NEW RETAIL ALCOHOLIC BEVERAGES LICENSE 5. OWNERSHIP(continued) Flame Title/Position %Owned Other Beneficial Interest fi. PREMISES INFORMATION Please enter the address where the alcoholic beverages are sold. Premises Address Street Number: 260 Street Name: Winthrop Avenue Unit: City/Town: 11 North Andover State: MA Zip Code: 01845 Country. USA Descri tion of Premises Please provide a complete description of the premises, including the number of floors, number of rooms on each floor,any outdoor areas to be included in the licensed area,and total square footage. Floor Number Square Footage Number of Rooms Patio/Deck/Outdoor Area Total Square Footage N/A 1 2,500 2 Indoor Area Total Square Footage 2,500 Number of Entrances Number of Exits Proposed Seating Capacity Proposed Occupancy �cc Lt -W of premises- - Please complete all fields in this section. Documentation showing proof of legal occupancy of the premises is required. Please indicate by what right the applicant has to occupy the premises Lease Landlord Name Global Companies Lease Beginning Term Nav 1,2017 Landlord Phone 203-627-3284 800 South Street,Suite 500 Lease Ending Terra Oct 31,2020 Landlord Address Waltham,MA 02453 Rent per Month $11,532.67 If leasing or renting the premises,a signed copy of the lease is required. Rent per Year $138,392.04 If the lease Is contingent on the approval of this license, and a signed lease is not available,a copy of the unsigned lease and a letter of intent to lease,signed by the applicant and the landlord,is required. Please indicate if the terms of the lease include payments based on the sale of alcohol: (—.,yes (:No 2 APPLICATION FOR A NEW RETAIL ALCOHOLIC BEVERAGES LICENSE 7. BUSINESS CONTACT The Business Contact is the proposed licensee. If you are applying as a Sole Proprietor(the license will be held by an individual, not a business),you should use your own name as the entity name. *Please see last page of application for required documents based on Legal Structure Entity Name: SUNJ,INC. FEIN: 82-4527059 DBA: TOWN MART Fax Number: Primary Phone: 3 Email: dailymart@comcast.net Alternative Phone: Legal Structure of Entity lCorporation Business Add ress(Corporate Headquarters) Check here ifyourBusiness Address is the some as your Premises Address Street Number: 260 Street Name: Winthrop Avenue City/Town: North Andover State: MA Zip Code: 01845 Country: USA Mailing Address Check here if your Mailing Address is the some as your Premises Address Street Number: 87 Street Name: Juniper Drive City/Town: Saugus State: MA Zip Code: 01906 Country: USA Is the Entity a Massachusetts If no, is the Entity registered to (`Yes (' No N/A Corporation? G Yes C'No do business in Massachusetts? If no,state of incorporation Other Beneficial Interest Does the propose icensee fiave-a beneficial interest in any (*Yes C' No other Massachusetts Alcoholic Beverages Licenses? If yes,pleose complete thefollowing noble. Name of License Type o#License License Number Premises Address SNSR CORPORATION D/B/A PUN I& §15 Off Premises 00057-PK-0646 271 HIGHLAND AVENUE,MALDEN,MA 02148 SNDP CORP DBA ANTHONY'S LI(jj §15 Off Premises 00026-PK-0680 269 SPRING ST,MEDFORD,MA 02155 Prior Disci Lina Action: Has any alcoholic beverages license owned by the proposed licensee ever been disciplined for an alcohol related violation? Date of Action Name of License State City Reason for suspension,revocation or cancellation 3 APPLICATION FOR A NEW RETAIL ALCOHOLIC BEVERAGES LICENSE S. MANAGER CONTACT The Manager Contact is required and is the individual who will have day-to-day,operational control over the liquor license. Salutation Mr First Name Nitesh Middle Name Last Name Patel Suffix Social Security Number Date of Birth Primary Phone: Email: dailymart@comcast.net Mobile Phone: 339-927-4905 Place of Employment Daily Mart,267 Spring St,Medford,MA Alternative Phone: Fax Number Citizenship/Residency/BackgroundInformation of Proposed Manager Are you a U.S.Citizen? (o Yes C No Do you have direct,indirect,or financial interest in this license? (:Yes (' No Have you ever been convicted of a state, ( Yes re-No federal,or military crime? If yes,percentage of Interest 100°/a If yes,attach an affidavit that lists your convictions with an explanation for each If yes,please indicate type of Interest(check all that apply): Have you ever been Manager of Record of a (:Yes (`No Officer ❑ Sole Proprietor license to sell alcoholic beverages? ❑X Stockholder [] LLC Manager If yes,please list the licenses ❑ LLC MemberX❑ Director for which you are the current License No.00026-PK-0680 ❑ Partner ❑ Landlord or proposed manager: License No.00057-PK-0646 contractual E) ❑ Revenue Sharing ❑ Management Agreement ❑ Other Please indicate how many hours per week you intend to be on the licensed premises 40 Employment Information of Proposed Manager Please -0videe A - - -pi' '/ u�-en�Ja�e�#-#ais�ry�c►r�he�asf�17�2�rr-s—...- Dates) Position Employer Address Phone 10/2005-present Manager Daily Mart 267 Spring St,Medford,MA 02155 781-392-7882 10/2009-present Manager Anthony's Liquors 271 Spring St,Medford,MA 02155 781-395-5984 03/2013-present Manager Pumpsy's Liquors 271 Highland Ave,Malden,MA 781-324-2776 Prior Discipronary Action of Proposed Manager Have you ever been involved directly or indirectly in an alcoholic beverages license that was subject to disciplinary action? If yes, please complete the following: Date of Action Name of License State City Reason for suspension,revocation or cancellation 4 MANN & MANN, COUNSEMORSATILAW 31LLE1,MSTROMMAr11Nt* KURT P.MAN Nt* yf' (9 Ml LISSA GNOZA oGDE Nt , tAd6iiit�titoprarticeinMissachusetts "Admitted to practice in New York JUN 15 ~� June 1.4, 2018 VIA HAND DELIVERY Town of North Andover 120 Main Street Not Andover, MA 01845 Attention: Joyce Bradshaw, Town Clerk Re: SUNJ, Inc. (d/b/a Town Mart)/Package Store Wine & Malt License Application Dear Ms. Bradshaw: Enclosed please find an Application for a Package Store Wine& Malt License that the undersigned is submitting on behalf of SUNJ, Inc. (d/b/a Town Mart) and the following documents: • Certificate of Good Standing for SUNJ, Inc. • Corporate Vote authorizing business at 260 Winthrop Avenue; • Lease and Asset Purchase Documents for 260 Winthrop Avenue; • Floor Plans and Elevations for 260 Winthrop Avenue; • Sate Platys for 260 Winthrop Avenue; 0 $1.00 Filing Fee (Check No. 1337); and 0 $2,000 License Fee (Check No. 1.338). Also included with this Application is the Application for Retail Alcoholic Beverages License with the Massachusetts Alcoholic BeveragesControl Commission with the following required documents: * Monetary Transmittal Form with $200.00 Application Fee (Check No. 1339); Retail Application; Beneficial Interest—Individual Form, CORI Authorization Form;. Proof of Citizenship; Vote of Corporate Board; * Business Structure Documents; Supporting Financial Documents; * Floor Plan for 260 Winthrop Avenue,North Andover, MA; l�iaect Email; liltoo niaruu?c.col 191 south Main Street,Suite 104 kurt@mall1.14.c(n1 Middleton,Massachusetts 01949 nlelissaC?an�in?hr�c.co111. TelephoDe:978-762-6238 Facsimile:978-762-6434 page IL ® Lease and Asset Purchase Documents for 260 Winthrop Avenue,North Andover,MA; and Massachusetts Department of Revenue Good Standing Certificate for SUNJ, Inc. We would respectfully request that you schedule this Application to be heard at your next regularly scheduled Board of Selectmen's meeting on Monday, July 16, 2018. Thank you for your attention to this matter and I look forward to hearing from you. Very truly yours, & MANN,P.C. Jil ` Imstrom Ma r r Enclosures TOWN OF NORTH ANDOVER BOARD OF SELECTMEN GENERAL LICENSE APPLICATION Indicate if license is: Xnew ❑ transfer ❑change of dba ❑other Check type of license you are applying for: ❑ Common Victualler ❑Package Store ❑ Restaurant All Alcohol CXPackage Store Wine&Malt ❑ Restaurant.Wine&Malt ❑ Club All Alcohol ❑Class I No. of vehicles for display: ❑ Annual Entertaimnent ❑Class II No. of vehicles for display: ❑ Sunday Entertainment ❑Class III motor vehicle junk license ❑ Electronic Games-list below: ❑Fortune teller ❑Vehicle for hire/taxi No: of vehicles: ❑ Jukebox ❑ Billiard Table-No: of tables Name of Applicant: SUNJ, INC. Business Name: Town Mart If business is a dba,please attach a copy of business certificate. If business is a corporation or LLC,please attach copy: 1. Certificate of Good Standing dated within the last 6 months; and 2. Corporate Vote authorizing business at the stated location. Address of licensed premises: 260 Winthrop Avenue Mailing address (if different from above): 87 Juniper Drive, Saugus, MA 01906 Business Telephone No: 339-927-4905 Business Email: dailymart@comcast .net F.E.I.N.: 82-4527059 Please check one of the followings: ❑ own premises Cflease premises 11 property under P&S Name and address of property owner if different from license holder: Global. Companies LLC/Global. Mo_ntello Group Corp. , 800 South Street, Name Addrr-s5 Suite 5Waltham, MA 02453 If applicable, please attach a copy of the lease or Purchase and Sale Agreement. If applicable, please provide, on paper no larger than S% x 14: 1. Eight(8) copies of the floor plan of building(including kitchen and seating area); and 2. Eight(8) copies of the site plan indicating parking areas and access to town ways. If applying for a Class I, Class II or Class III licenses,please submit a plot plan that shows: 1. The number of vehicles on display 2. The exact location of the vehicles 3. Customer parking 4. Office area Proposed hours of operation: Monday 8 : 00 am - 11 : 00 pm Thursday 8 : 00 am - 11 - 00 pm Tuesday 8 : 00 am - 11 : 00 pm Friday 8 : 00 am - 11 : 00 pm Wednesday8 : 0 0 am 11 : 0 0 pmSaturday 8 : 0 0 am-11 : 0 0 pm Sunday 10 : 00 am - 11 : 00 pm (Specify liquor sale hours if different than regular establishment hours): No sales on Thanksgiving Day or Christmas Day. Has applicant operated a similar business? RiYes []No If yes,please provide: Name of business:SNDP Corp ABA Anthony's Liquors Mart, 269 Spring St, Medford,MA 02155 Address of business: Federal T-ax I D No. 27- Federal Tax Number: SNSR Corporation D/B/A Pumpsy' s Liquors, 271 Highland Avenue Malden, MA Federal 'I'dRx ID No. 46-1070231 Do you currently hold a similar license? IXYes ❑No What type? all alcohol off remises Have you previously applied for a license? PfYes ❑No Have you ever had a license revoked? ❑Yes thio If Yes,please indicate why: I hereby authorize the North Andover Police Department to conduct a fingerprint based national criminal record check aqd provide said information to the local licensing authority. A�iA � a T" June 2 O 18 Signature Date Pursuant to MGL Chapter 62C, §49A and Chapter 40, §57, 1 hereby certify under the penalties of perjury that all state tax returns have been filed and all state and local taxes have been paid. —AAA- June 2018 Signature Date I hereby certify that I have read the conditions included with this application,including the requirement to submit to a fingerprint based criminal record check, 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 this application. June 2018 Signtuure Date In addition to the documents stated in the application,applicant must provide the following: LX ABCC Form A,if applicable tff Certificate of Good Standing from the Department of Revenue M Check for filing fee of$100.00 made payable to the Town of North Andover ❑ Report of the Technical Review Committee Ey� For corporations-certified copy of Articles of Organization from the Secretary of Commonwealth's Office C For corporations-a vote of the Board of Directors appointing a Manager ❑ For partnerships-copy of the Partnership Agreement Ll For transfer of a license-Foam 983 or 983A 14 Check for filing fee of$200.00 made payable to the Alcoholic Beverage Control Commission C Check for License fee- $3,000-Restaurant All Alcoholic Beverages $2,000-Restaurant Wine&Malt $2,200-Inn holder All Alcoholic Beverages $2,000-Club All Alcoholic Beverages $2,000-Package Stores All Alcoholic Beverages $1,500-Package Stores Wine&Malt $100.00-One Day All Alcoholic Beverages $75.00 One Day Wine&Malt $50.00 Fortune Teller Please contact the Town Clerk's Office with any questions at(978)688-9501 SUNJ,NJ, INC. CLERK'S CERTIFICATE I, Nitesh Patel, as the duly appointed clerk of SUNJ, Inc. a Massachusetts Corporation (the "Corporation") hereby certify that: 1. Attached hereto as Exhibit A is a copy of the Certificate of Organization of the Corporation. 2. Attached hereto as Exhibit B is a Good Standing Certificate for the Corporation issued by the Office of the Secretary of State for the Commonwealth of Massachusetts. 3. Attached hereto as Exhibit C is a true and complete copy of the resolutions duly adopted by the Directors by unanimous written consent, which resolutions are now in full force and effect and have not been amended or revoked as of the date hereof. 4. Attached hereto as Exhibit D is the Business Certificate for the Town of North Andover declaring that SUNJ, Inc. is doing business at 260 Winthrop Avenue as "Town Mart". IN WITNESS WHEREOF, the undersigned have executed this Certificate on the date set forth below. June 4)-, 2018 SUNJ, INC. By: Nitesh Patel, Clerk,-- E. �IIBI� A MA SOC Filing Number. 201882731730 Date: 2/14/2018 11.-29.00 AM The Commonwealth of Massachusetts Minimum Fee:$250.00 William Francis Galvin Secretary of the Connnonweallh, Corporations Division One Ashburton Place, 17th floor a.{ Boston, MA 02108-1512 8+ Telephone:(617)727-9640 I Identification Number: 001313008 _ E ARTICLE I The exact name of the corporation is: SUNT. INC, ARTICLE 11 Unless 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 ARTICLE III i State the total number of shares and par value, it any, of each class of stock that the corporation is authorized to issue. All corporations must authorize stock. If only one class or series is authorized, it is not necessary to specify any particular designation. Par Value Per Share Total Authorized by Articles Total Issued Class of Stock Enter 0 if no Par of Organization or Amendments and Outstanding Nuns of Shares Total Par Value Alum of Shares CNP $0.00000 275,000 $0.00 0 G-L. C156D eliminates the concept of par value, however a corporation may specify par value in Article Ill. See G.L. C156D Section 6.21 and the comments thereto. k ARTICLE IV i I If more than one class of stock is authorized, state a distinguishing designation for each class. Prior to the issuance of any shares of a class, if shares of another class are outstanding, the Business Entity must provide a description of the preferences, voting powers, qualifications, and special or relative rights or privileges of that class and of each other class of which shares are outstanding and of each series then established within any class. NONE f ARTICLE V The restrictions, if any, imposed by the Articles of Organization upon the transfer of shares of stock of any class are: NONE ARTICLE VI Other lawful provisions, and if there are no provisions, this article may be left blank, I i Note: The preceding six (6) articles are considered to be permanent and may be changed only by filing appropriate articles of amendment. I ARTICLE VII The effective date of organization and time the articles were received for filing if the articles are not rejected]name time prescribed by law. If a later effective date is desired, specify such date,which may not be later than th after the articles are received for fling_ I Later Effective Date: Time: } 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 of the initial registered agent at the registered office: Name: NITESH PATEL No. and Street: 87 JUNIPER DRIVE j City or Town: SAUGUS State:MA Zip: 01906 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 i officer or director is the some as the principal office location): Title Individual Name Address(no Pa box) First,Middle,Last,Suffix Address,City or Town,Slate,Zip Code i PRESIDENT NITESH PATEL 87 JUNIPER DRIVE SAUGUS,MA 01906 USA TREASURER NITESH PATEL 87 JUNIPER DRIVE SAUGUS,MA 01906 USA SECRETARY NITESH PATEL 87 JUNIPER DRIVE SAUGUS,MA 01906 USA DIRECTOR NITESH PATEL 87 JUNIPER DRIVE SAUGUS,MA 01906 USA i d. The fiscal year end (i.e., tax year)of the corporation: December e.A brief description of the type of business in which the corporation intends to engage: I OPERATION OF A GAS STATION AND CONVENIENCE STORE. f. The street address (post office boxes are not acceptable) of the principal office of the corporation: No. and Street: 87 JUNIPER DRIVE City or Town: SAUGUS State: MA Zip: 01906 Country:USA g. Street address where the records of the corporation required to be kept in the Commonwealth are located (post office boxes are not acceptable): No. and Street: 87 JUNIPER DRIVE City or Town: SAUGUS State: MA Zip: 01906 Country: USA which is X its principal office an office of its transfer agent an office of its secretary/assistant secretary _ its registered office i `i a Signed this 14 Day of February, 2018 at 11:32:00 AM by the ineorporator(s). (Ifan existing corporation is acting as incorporator, type in the exact name of the bitsiness entity; the state or other jurisdiction where it was incorporated, the name of the person signing on behalf of said business entity and the title he/she holds or other authority btu which such action is taken) JILL ELMSTROM MANN ESQUIRE I �i 2001 -2018 Commonweallh of Massachusetts All Rights Reserved MA SOC Filing Number: 201882731730 Date: 2/14/2018 11:29:00 AM 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: February 14, 2018 11:29 AM WILLIAM FRANCIS GALVIN Secretary of 1he Commonwealth A TRUE COPY ATTEST WILLIAM FRANCIS GrALVIN SECRETARY Of THE C0MM01d1l!CA0f,, EXHIBIT B } w y F ftam,.�,'Wmw; 0ONtol?, William Francis Galvin Secretary of the Commonwealth Date:May 01, 2018 To Whom It May Concern : I hereby certify that according to the records of this office, SUNJ,INC. is a domestic corporation organized on February 14, 2018 , 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 dissolution; that articles of dissolution have not been Bled 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, I have hereunto affixed the Great Seal of the Commonwealth c on the date first above written. 2PZ" Secretary of the Commonwealth Certificate Number: 18050041490 Verify this Certificate at:http://corp.sec.state.ma.us/CorpWeb/CertificatesNerify.aspx Processed by: �XHIBI'T' C Exhibit C RESOLUTIONS RESOLVED: that the Corporation shall acquire the business assets, including but not limited to all leasehold rights (the "Assets") of William Burke d/b/a North Andover Mobil ("Burke") with respect to his ownership and operation of a gas station located at 260 Winthrop Avenue, North Andover, MA 01845 (the "Propert "), in consideration of $275,000.00 pursuant to the terms of an Asset Purchase Agreement (the "Sale Agreement") by and between the Corporation and Burke, dated November 3, 2017; and further RESOLVED: that the Corporation shall assume all of Burke's leasehold rights and obligations with respect to the Property created pursuant to that certain PMPA Franchise Agreement and any ancillary agreements, including but not limited to the Lease Provisions (together, the "Agreement") with Global Companies LLC and Global Montello Group Corp. (together, "Global"); and further RESOLVED: that the Corporation shall enter into an Assignment and Assumption Agreement, in substantially the form attached hereto as Schedule 1, with Burke and Global pursuant to which Burke shall assign, transfer, delegate and convey to the Corporation all of his right, title, and interest in and to the Agreement; and further RESOLVED: that the Corporation shall operate a self-service gas station and convenience store (the "Business") at the Property subject to and in compliance with said Agreement; and further RESOLVED: that the Corporation shall submit a license application (the "Application") to the Town of North Andover for a new wine and malt package store license (the "License") that it will operate as part of its Business at the Property under the name"Tow Mail"; and further RESOLVED: that Nitesh Patel be and hereby is appointed Manager for the License; and further RESOLVED: that Nitesh Patel is hereby authorized and empowered, in the name and on behalf of the Corporation, to execute and deliver the Agreement and Application in such form he may approve, the execution and delivery of the Agreement and Application and any other associated documents to be conclusive evidence that the same have been approved by the Directors of the Corporation; and further RESOLVED: That the execution and delivery of the documents evidencing the Agreement and Application, be and hereby are approved; and further RESOLVED: That Nitesh Patel is hereby authorized and empowered fi-om time to time, in the name and on behalf of the Corporation, to execute, make oath to, acknowledge and deliver any and all such orders, directions, certificates and other documents and papers, and to do or cause to be done any and all such other acts and things, as may be shown by his execution or performance thereof to be in his judgment necessary or desirable in connection with the consummation of the transactions contemplated by the Agreement and Application, or otherwise authorized by these votes, the taking of any such action to be conclusive evidence that the same has been approved by the Directors of the Corporation. SC�IEDUL� � � . Premises: 260 Winthrop Avenue North Andover,MA 01845 ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment") entered into on the _ day of March, 2018 by and among William Burke, an individual having a place of business at 260 Winthrop Avenue, North Andover, MA 01845 ("Assignor"); SUNJ, Inc., a Massachusetts corporation, having a place of business at 260 Winthrop Avenue, North Andover, MA 01845 ("Assignee"); and Global Companies LLC, a Massachusetts corporation, and Global MonteIlo Group Corp., a Delaware corporation having a principal place of business at 800 South Street, Suite 500, Waltham, Massachusetts 02453 (collectively, "Global"). RECITALS WHEREAS, Assignor and Assignee have entered into an agreement with respect to the assignment and assumption of Assignor's obligations and duties pursuant to that certain PMPA Franchise Agreement dated October 18, 2017 and ancillary documents entered into between Assignor and Global, with respect to the business premises located at 260 Winthrop Avenue, North Andover, MA 01845 (the "Premises"), as more particularly described in Exhibit A attached hereto and incorporated herein (the "Agreements"); WHEREAS, Assignor and Assignee desire to evidence the assignment by Assignor, and the assumption by Assignee, of such obligations and duties under the Agreements (as amended hereunder); WHEREAS, the consent of Global to the proposed assignment of the Agreements is required pursuant to the terms of the Agreements; and WHEREAS, Global is willing to consent to such assignment, provided that Assignor and Assignee agree to, and comply with, the terms and conditions hereof. NOW THEREFORE, in consideration of the terms, covenants and consideration set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: I. This Assignment shall be effective as of the day of 2018 (the "Effective Date"). 2. Assignor, hereby assigns, transfers, delegates and conveys to Assignee, all of Assignor's right, title and interest in and to the Agreements, and Assignee hereby agrees to assume and accept the assignment, transfer, delegation and conveyance of all of Assignor's right, title and interest in and to the Agreements. 3. Assignee acknowledges, represents and warrants to Global that Assignee has received and reviewed the Agreements, and that Assignee is familiar with all of the terms and provisions of the Agreements. Assignee hereby covenants with Global to become legally bound and liable for all obligations, covenants and duties under the Agreements (as amended hereunder) from the Effective Date forward, 4. Assignee hereby acknowledges and agrees that in the event that Global consents to a future assignment of the Agreements by Assignee, Assignee shall be obligated to pay an administrative fee in the amount of Twenty Five Thousand and 00/100 ($25,000.00) Dollars to Global in accordance with the terms of Section 12.4 of the PMPA Franchise Agreement. 5. Global hereby notifies Assignor that Global shall not exercise its right of first refusal provided under Article Xlll of the PMPA Franchise Agreement ("Right of First Refusal"), in connection with the specific assignment of the Agreements set forth herein, Global's waiver in this Paragraph 6 is limited to this assignment only. Global retains its Right of First Refusal as to any and all future transactions. 6. Assignor hereby releases, acquits and forever discharges Global and each of its members, subsidiaries, affiliates, officers, directors, agents, employees, servants, attorneys and representatives, as well as their respective heirs, personal representatives, predecessors, successors and assigns (hereinafter collectively referred to as the "Released Parties"), from any and all claims, demands, debts, actions, causes of action, suits, contracts, agreements, obligations, accounts, demands or liabilities of any kind or character whatsoever, known or unknown, suspected or unsuspected, in contract, tort or at law or in equity, which the Assignor, and/or its legal representatives, successors, assigns, agents, employees and attorneys ever had, now have or might hereafter have against the Released Parties, including, without limitation, any claim that relates to, in whole or in part, directly or indirectly, the Agreements and/or the performance of the obligations and duties thereunder, or the obligations of Global pursuant to all applicable local, state and federal laws, rules orders, regulations or statutes. 7. Global's delivery of this Assignment shall be expressly subject to receipt of: (a) certificates of insurance from Assignee in accordance with the insurance provisions of the Agreements; (b) payment by Assignor of any outstanding accounts receivable; (c) unlimited personal guaranty from Nitesh Patel; (d) payment by Assignee of a security deposit in the amount of$20,000.00; (e) payment by Assignee of the $25,000 Administrative Fee as required under the Agreement; and (f) a completed EFT authorization form and Form W-9. 8. Any notices required to be given to Assignee pursuant to the Agreements shall be deemed sufficient if provided to Assignee at the Premise's address. 9. Any notices required to be given to Global pursuant to the Agreements shall be addressed to: 2 SUNJ, INC. 800 South Street, Suite 500 Waltham, MA 02453 Attention: General Counsel 10. The following information is set forth herein, to the extent possible, in compliance with applicable law: a. The gallonage volume history, if any, of the location under negotiation for and during the three year period immediately past or for the entire period which the location has been supplied by Company, whichever is shorter: Assignee in possession of information. b. The name and last known address of the previous dealers for the last three years, or for the entire period during which the location has been supplied by Company, whichever is shorter, and the reason for the termination of each dealer's agreement: Assignor. Agreements assigned to Assigne,P hereunder. c. Any legally binding commitments for the sale, demolition or other disposition of the location: None. d. The training programs, if any, and the specific goods and services the Company will provide without cost to the dealer: None. e. Full disclosure of any and all obligations which will be required of the dealer, including, but not limited to, any obligation to exclusively deal in any of the products of the Company, its subsidiaries or any other company or any advertising and promotional items that the dealer must accept: As pLovided for in the Agreements, £ FulI disclosure of all restrictions on the sale, transfer, renewal and termination of the agreement: As_provided for in the Agreements. 3 11. This Assignment may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument, [SIGNATURE PAGE TO FOLLOW] 4 IN WITNESS WHEREOF, the parties hereto have executed this Assignment under seal as of the day of , 2018. WILLIAM BURKE, Assignor By: Witness an Individual Name: (please print) SLNJ, INC.,Assignee By: Witness Nitesh Patel, President Name: (please print) GLOBAL COMPANIES LLC By: Witness Name: Name: Title: (please print) GLOBAL COMPANIES LLC 1 By: Witness Name: Name: Title: (please print) 5 EXHIBIT A List of the Agreements 1. PMPA Franchise Agreement, effective as of November 1, 2017 by and between Global Companies LLC, Global Montello Group Corp., and William Burke, in connection with the premises commonly known as 260 Winthrop Avenue,North Andover, MA 01845. 2. All ancillary agreements, as amended and extended, pursuant to the PMPA Franchise Agreement effective as of November 1, 2017 by and between Global Companies LLC, Global Montello Group Corp., and William Burke, in connection with the premises commonly known as 260 Winthrop Avenue,North Andover, MA 01845. 6 4'.'. �. .: EX�3IBIT � 6/1/2018 COMMONWEALTHTHE v MASSACHUSETTS TOWN OF NORTH ANDOVER• OFFICE OF THE TOWN CLERK 120 MAIN STREET NORTH ANDOVER, MA 01845 Cert1 iic t This is an e-permit.To team more,scan this barcode or visit.viewpointcloud.coml#!recordsl IN CONFORMITY WITH THE PROVISIONS OF CHAPTER 110 SECTION 5 OF M.G.L., AS AMENDED, THE UNDERSIGNED HEREBY DECLARE(S) THAT A BUSINESS UNDER THE TITLE OF: Town Mart IS CONDUCTED AT 350 Winthrop Avenue Issued to: Nitesh Patel Business Type: Corporation Additional Applicants: Tue May 24 2022 20:23:20 GMT+0000(UTC) Business Certificate Application Expiration Joyce A.Bradshaw,Town Clerk 112 ��� � PRa�ISIONs FOR 26U �V�NTI�ROP �VEliTU�, l�ORTI-� ANDU'VER 1VIA LEASE PROVISIONS TO PMPA FRANCHISE AGREENIlc;: T l'heje ],ease Provisions to PMPA Franchise Aoreenrent (coJlc:ctr�cly, '` case")are a pari of arid inc'oTorated into,the PMPA Franchise Agreemcrtl (`Agreentenl'�) between Global Companies LLC'anti Global Montello Group Corp. (collectively, "Global"')and William Burke ("'`t'rarrchise Dealer")with a lean beginning on November 1, 2017 (the"Effective Date"). ARTICLE I LE,ASE,OF MARKETING PRE,�IISES 1.1 lease. Subject to the tenT)s and conditions of this Lease and the Agreement, Uobal leases to Franchise Dealer, and franchise Dealer leases from 6Ie7a1, the folloi�,In_c marketing premises (the"Marketing Premises"): 260 Win1hrop Avenue, North Andover, NIA 01815 which, includes the improvements. tromp' or at any tinge. dwing the }. nlr, located on the Markethn, Premises and all equipment listed on the lease Schedule attached hereto as Schedule A which is incorporated into this l..,ase_ The Lease Schedule may he-arnemded in wr•idng by the parties fro al time to time or by Global as pr6vided in this Lease. l.? Underlying Lease. (0 F ranchise Dealer acknowledges: (i) That Franchiso Deakvlras been advised by Global and is filly aware that all, or a portion of the Marketing Premises is riot owned by Global. but is owned by a third patsy, which leases the Marketing Premises to Global. Such underlying lease ("Master Lease") is currently scheduled to expire ori: L;�iration Late: N"A and may not be rezie�°t d b�- Olobal_ (ii) That if franchise Dealer is Globi-Ys trwi hisee at 'he 1ar_keting Premises ai the tine iftk: Master Lease expires or is otherwise tt.rininated Glob,} iilay lose the right to conthlue to grant possession of the ]warketing Premises and ;hu Lease, the Agreement and the franchise Felationship may be subject to ieratir ation or nonrcnewal pursuant to the provisions of Section 2802(b)(2)(C) and Section 2802(c)(4) of the petroleum Marketing Practices Act (1'MPA). This basis for terrrinatiotn or nonrenewal is in addition to any arid all other rewsuns for tenTdn%ion or nomrencly.ri 1„i7:'i t? d under the PMPA. (iii) Fhat the Master Lease rnn} b7% lorminc;ter! or ?:1;1•':?e•`5' {] �Ipo,-1 the occurrence of Cenalll events, Global will provide vov v,-h1 Y cops OF til; re!e,,ant lermiirintion and rrortrenC.'W!. provisions of the lease upon regoce i. In each of lion above cases, Global �3 ill lose its riglni to grant possession of the leased premises to arid will be required to terminate its franchise relationship with Franchise Deale;. t 8 (iv) Global is under no obligation to seek ail extension of renewal of ally Master Loase w to exercise an): options incl uclin�-I any option to ren"m or purchase. "Phis 'Section I.? rna, not be construed as a waivei of ani other iii-,W Cd te;nnhiaison or non-rtmexal which Global may have. 1.3 Exclusions.Reservations. This Lease: (a) is subject to: (i) any State Of 14CtS that ail iICCIJrc"IC SLlr',`V; R'!l !.f 1; Sh('V,: (11) existing or future easenic'nts, enCumbratices,coveniint5, rostricfjoiis and reservations. if any: (iii) existing or future Jnorti7ages or&eds of irusr (iv) any underlying lease m leases; 7 (v) a I0-Biot wide Strip jlon,,ihiL pe-rimeier of tl;u lvlarkdiuv or (vi) other area or areas, as deferinined necessary or appropriate by Global. for any reasonable use including,N ithout exclusiOn: (A) erecting and maimaining signs, (B) installing and inaintaininj�,any utiiities or storn;-grater drainage sysiums; (C) providing acct ss to'vu-hicies and f.-Cdestrian,; (D) conducting construction activiiies, and (E) locating, operating and n;aintaininl?cominunication facilities and services(including wireless conJmunication facilities). f b) reserves to Global the right. bUt 110t the obligation,to exclude from this Lease and the Agreement at any time or from time to time any ponio ; oC'flit: Marketing Premises, provided such portion does not materially Wilder Fiaachise Dealer's clay-to-day operations of the Motor Fuels Business, Cilobal shall have the right to tlse any such excluded portion of the Marketing Preadses. for whatev rr use it determines in its sole discretion. Upon such exclusion, 9 (i) franchise Dealer play use only non-c:xcludecr portions of the Marketing Premises including those struCtU3CS or improvements on the Markoxing Premises designated by Global for:Franchise Dealer's. L;se in operating the remaining Businesses. Oil. Global sfiall reduce the kcnl h)' all WDOL"it (2cic.rmired by (.'.lobai in accordw)cc� with its then current poiicv (iii) Global. its Affiliates, any lessec or of� ioba c,r ifr:Affiliate,,and zhwir respeCtive employees. agents, lessees. il:�n`c S, cusiorners,contractors alid vendors may use the.non-excluded portios-i oft Marketing Premises for irlfaes and egress to the excluded portion of'thc Marketing Premises; and (iv) Franchise Dealer shall cooperOe:filly with Global, its Affiliates and thele, respective employees; agents. Iossecs, liceri ees, customers, contractors al)d vendors in operating any business or conduciirrg any activities on the excludcd portion of the Marketing l'remises includinL, reaching reasonable agreements on utility expenses and other matters of rrlutUai interest. Global's rights un&r this Section 1.+(b)are in addition to other rights and remedies that Global !nay.have in conneddoat gl eet Franchise Dealei's failure t(, comply with provisions of the Agreement anll any relawd or supplemental agreements including the right to terrninatc, or ncln-rene,X the Agreement, (lie Franchise and the Franchise Relationship. IA Condition ofMarketing?.I'renrises and };dui !Hent. FRANCHISE L7LAL ER.AC(:] PTS Till -MARKETING PREMISES AND ALL EQUII'MENT LISTED IN THE LEASE SCHEDULE fL In THEIR PRESENT CONDITION, AS IS: 1A'fTHOU7 WARRANTY, 1 XPRF:SS OR IMPLIEI.). INCi,LIDIN(3 ANY WARRAN1"Y AS 10 7tiHR CONDITI,('N, li I'F:RFERENCE, INFRINGEMENT, NIERCHANITAB11.11Y OR FITNF'SS FOR A=\1'PUTRPOSE. Global is Etw responsible or liable to Franchise Dealer. its employees: zi.gents, customers.vendors or contractoa-:., for any defect or change in the condition of the. Marketir)g Prerr-ises, 1.5 Subordination. This I-ease and all rights of f=ranchise Dealer under this Lease, the Agreement and all related and supplemental agreements are,suL jest and subordinate in all respects to all existing and future: (a) groulld leases, overriding iease;.and wAerlyiing It cses ;sf all. or ally po:l€orI of. the Marketing Premises now or hereafter exiting; (b) mortgages, which may now or later affect [tie-•larkcting PT'el]tises, any equipment, fixtures. leases and leasehold estates, vwhather or not arty mortgages also cover property other than the Marketing Premises or leases: (c) each and every advancc made w to be rtt.,d Urea~!any rnc,t tgta��es: 011 '611 renewals,modifications, le°scs ur mortgages. i'nU (e) all spreaders,consolidations and correlation's of.any mort�.;a2es. The term `mortgages' includes deeds of trust cx:1-1 mb,:r fYrnancing iagreements. The provisions of this Section l.5 are self-executing and de no, rcgtLire further dncwncriultioli. Without limiting the preceding sentence,upon Global's request. Frimchisc De-.lei shall sim, and deliver any and all dt)clnlients and take s(ich detIon, as Globin may i'cgLICSt t..,- 1.0 '1.t, 1 Iolding' Over. Any holding over by Franchise Duster docs not cons' tole arc;ricWal or exicr:sion of this Lease or the Agreeme)tt. Global, at its sole option_ may elect ,o treat a holdover as either trespass or a tenancy at will. If under the lmvs of-the state in which the Marketing Premises are located,holding over creates a periodic tenancy, thcholding over vAll, t.otn•ithmanding anvthinEt in this Section 1.6. create a month-10-InJoTh.errancy, 1.7 Sublettini . (a) Unless Franchise Dealer receives(ilobal's prier oxpress vrnitten consent, which contient may be withheld in Global's sole.discretion, Franchise Dealer may not: (i) sublet or license all or any part of the Marketing Premises, (l1) grant any right tU arayr person its establish of opera(e am,busintsS at 111C Marketing Premises: except in complianc, vrith Arlicles X11 and XIH O'th :,a<eement, Tramfioi anv Interest in this Lease: (iv) grant any other person a possessory interest lir the Marketing Premises.- (V) remises:(v) encumber or hy'pothc:ca€e the Marketin, Prem;se_.; or (vi) grant any person tmy casement or conc4_� tris ii; the Marketing Premises. (bl Any attempt by Franchise Dealer to take any of the actions specified in Section 1.7(a) without Global's prior written consent is a default under This Lease and the Agreement and shall be null a€td void. If Global does approve ary actions specified in Section 1.7(a), Franchise Dealer shall comply with all conditions and requirements imposed by Global on.Franchise Dealer in riving the consent. A R TI C.0 .i 1 1t�Rllr7' 2.1 Rent.National Rent Guidelines. franchise Dealer shall. pay io Global rent("Rent'")for the scheduled period as specified in the attachment entitled "Rent Schedule"which is attached and incorporated in this Lease. Franchise Dealer shali pay to Global rent for the Marketing Premises determined in accordance with GloWd s Rent Guidelines. Global's" l cni Guidelines means a v,-ritten policy adopted by Global in the ordinary course cl'husiness governing the rent to be charged Global's lessee franchise dealers, as that policy may be modified by Global at any time or from time to time. 2.2 Payit7ent of Rent. Without offset or recoupment, Franchise 1)::ak:r shall pay ]tent in four(4) equal installments throughout the month in which payment is due or upon orl-ier tuning spccitied by Global in writitig. Subject to applicable laws. Global may i.npose a late payment charge as designated by Global from tinge to bine for each Rent payment not received by Global where due, which charge is in addition to other remedies available to Global including termination or non- renewal of the Agreement, the Francbise and the Franchise Relationship. 2._l. Rent and1vlaintenance Sccurivv. Upon request by Global. and in addition to any Product Security, Franchise Dealer shall pmvide and it:aintain security in a rninimui-n amount equal to t>. month's rent("Rent and Maintenance Securhyr")_ Global may rise; \Aithoui prior notice or demand, any or all of the Rent and Maintcnance SCQLirit,yr to offset or satisfy d] or any part of am indebtedness or obligation of Franchise D4Oor zo Clonal i;icluding indebtedness for failure to pay rent or perform Franchise Dealer's m in:enaiict oh)irjalioiss:. if(Ulr)bal uses any hent and Maintenance Security to satisfy all or part of an indebtedness ur obligation, Franchise Dealer immediately shall provide Global kviih additional secunt}. as duetted by Global, to replace the. Rent and Maintenance Security, FoilOw-ing non-rencw;d cr; iurnJnation of the franchise Relationship between Global anti Franchise Deafer. Unb l shall DAUM to Franchise Dealer. ail accordance With Global's procedures thel? ill effect,an rc main.rl<o Portion of the Rem and Maintenance Security not rcyuired to satisfy all or arty part of any indebtedness or other obligation of Franchise Dealer to UON11. ?A \Modifications Upon RenoNval. No provision of this Lease of the Ag, nient may be cons#ruerl to prevent or limit Global's right to modifi,the terms or comlitions of thte Aereoment, or offer additional or different Cerins to l"ni whise Dealer, upon a ranei,,al oftlie. Franchise and Franchise Relationship including Global's u+ otcle ally CT ne-w terms relating to rent. ",l PerSDlla1 Pl'opdrly. (a) All personal property and egllipment listed on the Lease Schedule is subject to the terms and condition ofthis Lease and the Ag�reemer;t; (b) Maintenance, repairs or repiacen;eni olC loaned persona; property or ecluipment by 1''ranchise Dealer does not entitle Franchise I)cai l •.o any atbateine d of rent. Global ma-\ at any time or from time to time alter,change, rcrriclti•e or add to the personal property or equipment loaned or leased to Franchise Dealer in Global's sole f=ranchise Dealer shall not remove from the Markcflnt7 Premises any Per.sona! property or equipment loaned or lek.5ed by Glottal to Franchise Dealer. ARTICLE )JI 3.1 �ltilities_ gazes_tmd Licenses. In addition tcrRent til ries :,rlici.� I1, fraric.hise Dealer shall paY� (a) all utility charges and other ex-Ponses incurred in tyle operation of the Marketing Premises, except as may expressly he provided othenvise in!his I:ease; and (h) all taxes, fees and chart,=es imposed by governmental authority on the Marketing;Premise, or its use including business tlse taxes and licenso fees, bui excluding real and personal property taxes on the land and buildings at,d rr; f i€ab ii' : equiptient Unless those real unci personal property taxes are to be paid by Frai;cl.kc Iks.iol pursuant to any underlyinf, lease between Global and franchise Dealer. 3.2 A_greement Proyisi0ln. Franchise Dealcr shall connpiy >.=:itl ail provisions ofthe Agreement. 3.3 No Liens. franchise Dealers€fall ke;,•:,]h,.\,Iarketing P arise, :ind ;ir;y Global equipment ar other property free of all lions, claims ,ii?c; encLr.ihranc s. 3.^ Conde ruxitiUn. WiLlioi.i[ Jilnitlii�atl}` 1.'Ct!'itilClriS of t1iL' F.anchis, Dealer sha11 comply with all Laws governing coMe.mrirtion or eminent doirrahi aNN a ds, A!l sums payable b, a condemning authority for a lacing ofany penion of the Markcting Premises, whether p[iyable due to a purchase ill lieu of c:mdemnation, a settlenlent rea":lieU .iffier the ir;itiatioii of condemnation proceedillgs. a final judgrnent ol-otherwiu ,vill lie prod to Global and Franchise Dealer has no interest whatsOCYer ii! t€lou: SUOISS' 6XU'pl ?!Ict l'i'ar?chi:; Doa er may receive any siiri? pciyable by the cond�ra?[sing autlloiil} #or loss of�,i�;�i. i1! by Franchiso Beater. Franchke 5 Dealer shall notify Global promptly upon Franchise Dealrrl•'s receipt of any notice, or other communication, of a taking or proposed taking of any portion of the Marketino Premises from any condemning authority. Global shall hav;;the right to settle or dispute any condemnation proceedings in its sole discretion. Franchise Dealer may run independently participate in an) condemnation proceedings afiectirrg the Marketing Prerr3ise•;, but shall cooperate fully With Global in any condemnation proccedings, Franchise Dealer shali sign and deliver any documents,and take other action.. requested by Global irl collileclion with condemnation proceedings or any settlement 6i those proceedings. 3.5 Surrender in Good Condition. (a) Upon termination of non-renewal oft=-w,Agreement. the FFHj0hi k:aild the franchise Relationship: (i) Franch;se Dealer immied;ately shall sun-ender the Marketing Premises to(Tlobal in good order and coilditioll, ijich:ding; but not limited to,removal of all of Franchise Dealer's Owned prolrea-ty. Any of Franchise Dealer's property remaining at the MtAeting Pnrnises follcitiing tllc tennination or non-renewal of the Agreement may. ai Global's sole eleciion,be deemed abandoned and disposed of by Global, with no recourse by or ob}igaiion to Franchise Dealer:. (ii) in addition to ariy other rights or remedies of Global, tilobal may repossess rile Marketing Premises and operate the Nlarketing Premises through Global's employees, contractors or agents: and (iii) Global shall have the right to remove all person.." and property from the Marketing Premises and may(tore such proper-(y in a public warehouse or elsewhere at the cost of, a:jd for the accoant of; F rancl:ise Dealer,all without service of notice or resort to legal process and without the same constituting trespass, and vritb no Eabilily whatsoever for ar;y 1.,-,ss or damage occasioned thereby, (b) No such termination of the Agreement shall relieve Franchise Dealer(or any guarantor) of its liability and obligations under this Lease, and such liabiliri and obligations shall survive sue)! termination, whether or riot the Marketing,Promises, or an» part thereof. shall have been relet. Franchise Dealer shall pay to Glomal all ekperrses (in;iuding attorrie}'s' fees) incurred h�; Global in connection vvith such default Ondlor terrllirlation of this Lease and iricludirlg. withoLit limitation, expenses incLir:r d in )btairlirw l;osse.ssiolr of the Ma•keting Premises in restoring the Marketing Premises in good order and condition, and all cornirlissions and Itcs incurred by Global in connection with relc-Mine,of the ,\vlark cling Premises. Franchise Dealer shall also pay to Global Rent and all other charges required to be paid by Francluse Dealer up to the time of such termination of this Lease. Thereafter Franchise Dealer, until the end of v,,hat would have leen the terill Iltre.,f if, the absence cf sLrc.h termbiation: shall be lial*. tc, Global,and shall pay to Global: (i) an alilount equal to the i Cl), blitz OL" cl a1L> Which i`C1L`<ltl bc ) rt,rlchise Dealer if this 1-case,,ve.re still in effuci. payable under this l,eatie by less (ii) the net proceeds of any reletting by Global. (on suet, terms and conditions, niClUdiilg r'ellt, as Global in its sole di5crction d;.ttrinines),after deducting all of' G h Global's expenses in connection with such relettinw, including, without limitation,all repossession casts. brokerage conouissions, legal expenses, alteration costs, and expenses or preparation fcrr sucb relettitte. Franchise Dealer, at Global-s option, shall pa;, such amounts to Gtobal oil the days on which Rent, and charges and expenses would have beert payable tinder this lease if this Lease were still in effect; and Global shall be entitled to recover from Franchise Dealer wach deficiency as the same shall arise; or Ciloba3 tnay instead hold Franchise Deaier in advance for the entire deficiency to be realized during what would have been the remaining term of this Lease and shall remit to franchise Dealer the proceeds of arty reletting less the costs and xpe ises of sucn reletiir;g. I,,, no event shall franchise llealer be entitled to any surplus accruing: as a result of anv reletting. Notwithstanding the foregoing provisions above, nothiDg herein is intcaidec to in any way limit or restrict Globai's rights and remedies at law or in equit;t in the event of a default by Franchise Dealer hereunder. (c) Upon exclusion of any portion of ti e.Mat --ting, Premises uncle:-Sectio€r 1.3(b), Franchi- Dealer immediatoly shall surre..-;,-J-alit.exc'sitdvd portion of the:Tvtarhutirtr Premises to Global in good order and condition. 3.6 Business Records. franchise Dealer shall. maintain euzrcnL, aeL.uraie and complete business records- including all records required udder Articles IV and V oft.his Lease. :t,; 'I'ele�hc�rae�Deyices. (a) Linless franchise Dealer obtains Glob:,l's prior written consent(,,which consent Glol-al ntay wilhhold in its sole discretion)- Franchise Dealer shall not place on the Marketing Premises, or permit the placement anywhere on the Marketing Premises of (i) any pay telephones; (ii) pay air towers, pa}'toilets or coin-operated devices; (iii) dispensing devices: (iv) vending machines, (v) merchandising equipment for�o)y products (including beverages, ice, candy or- tobacco products); (vi) ice vending or storage machines: (vii) trailers;or (viii) Goodwill or any similar co!lection bins. (h) If Global consents to the placement of any item uric'er,Section 3.7(a), Franchise Deme: shall comply with all conditions or re<luiremerts tttai Global may impose in giving its consent. 7 3.8 Storage: Parkin. Franchise Dealer shall llot rise, or punnit d-It! use of, the Marketing Premises i(lr the rental,storage or parking of any devices, vehicics or egniplilvnt. 1 Yancliise Dealer shall not place ori the Marketing Premises any property or inlr ,pro%e ,cT.&z. including sighs, Vehicles or structures,wi€pool Global's prior written consent. jqui) ent. Franchise Dealer shall provide and maintain al its sole cost all equiplttertt and m personal property necessary for Franchise Dealer's operation of the Businesses which equipment is not supplied by Global. 3.1 ii Use. Franchise Dealer shall use the Marketing premises in co iplsance with all provisions of the " Agreement(including this Lease) and orn) for operation i,;'tltr Business,s specified in the Agreement. AR'I'W LE IV MAINTENANCE OBLIGA"[JON I Allocation of Maintenance Qbligatic�ns. As provided in fihis p-icie 1V', ea+.li Party shall mai;itaill that equipinent and property allocates€to it in the maintenance schedule attached hereto as Schedule 11 and incorporated into this I,ea,Se. Franchise Dealer shall also maintain any properh or equipinent located at the.Marketing Premises or used in the Businesses which property or equipment is not specified in the Maintenance Scirredule. Global reserves the right, in its sole discretion, to periodically add to, change or delete frorn the Maintenance Schedule. franchise Dealer acquires no ownership interest in property or equipment belonging to Global, but leased or loaned to Franchise Dealer; because of Franchise DeaIe.r's compliance with Franchise Dealer's maintenance. repair and replacement obligations. 4.2 Global Obligations. (a) Subject to this Section d.2 and Section 4.=1, Globin shall repair or replace the equipinent and property allocated to it in the.Maintenance Schedule as deiermined by Global as necessary to keep then in good operating condition, if the nced for any repair or replacement is due to ordinary wear and tear or damage by the elelrlents. Global's obligation to repair or replace dots n0l 'arise u!;less and tial: (i) Franchise Dealr:r "Otifre' b):telepkt,:i: t31�sGc3 ', rORiniteriance centum or designated contractor drat the equipment or pr)party is not in good operating condition: and (ii) Global determines in its sole discretion(:which determination shall be inadG within a reasonable period of time) treat the refa r is necessary and is due to ordinary wear and tear or dzjmage by"ho (b) Franchise Dealer shall: (i) render ally damaged or malttlnct!tlll! zc E 1i11i�R1 :lt ;il 1)-ol7eln'hal-rnless; (ii) not use the equipinent or property, or permit ; t.:lie used, until repaired or replaced, and 8 F (rut) take action as w.ay be necessary to make tl:e area Safe including posting war'nilvs and pre'�enlir-i-e access. (c) If,within five business days folloAing franchise Deal,.r`5 tclepl 0fre notifiCation,Global does not commence the repairs or replacement or notif. Franchise Dealer that Global �vilr' not make any repairs or replacerrleru. Franchise 1)ealer shall iiurnish additional notice in vfriting to the Vice President of the Global business unit responsible for franchise Dealer's geographic area or an authorized Global represenlative of higher authority. Ir lieu of any repairs, Global may mike rephic:em_ents. (d) Global is riot obligated to make any repairs or replace h",�;nis under this Article IV, if Global has furnished to Franchise Dealer a notice of t�rmination or non-renewal of III,- Agreement, heAgreement, the franchise and the:franchise .Relationship as a result of Franchise Dealer's default or any other rel5on permititA ul-j er the Agreement, including withc.;r:t exclusion termination or nor:-rerltwal lased o s Gl:)ra!'_ L;2t.:rrrtinatioil: (I) To whfi rakA from P gcogrilphic :i­Ael �i!'e'G: (ii) to conver-t the Markezin n f reiniscs to a dst i.�i:➢�r rtia[l the sale of inotoI fire]; to materially alter,add to or replace thc- al—keting Premises, (iv) to sell the Marketing Przmises: or ('s') that renewal is like'])'tit N,. iUlc�0rd0-M cal eta izIcOPa. (e) 'Notwithstanding Global's obligations udder this. 4.2. Cilobal mars, in its sole discretion, elect: {i) riot to repair or replace any underground storage tank listed in the; Lease Schedule; (IL) remove or abandon In-phxi il,at it i11; rl ak-cotdaiice `:'Nth appy icab)e Law with no further use by Franchise Dealer; and amend the Lease Schedule to reflect the &]alar, Of(tic tank, or tanks. (t) If Global exercises its rig),in rcmove or abandon :ink.mnk, -ander Sec.-tion )."2(e), the following applies: (1) Global may not Merit i ttti rl his un-Irr Mtciio-i�i.'(�'`�) 'is to reduce Franchisi2 17ealer s ability to !rrarkel Prcuducls t7y one gratia; Global will deterrn ne %vhich grade of Piocsuo! v,i J he elirihinated if GIO:X11 exercises its riglrts wilder SeCtiGi':4.2(c): aikJ the Contract Voituhhes for that grade of Prc,dtsc-r c>,'ilJ be rc clucei to reflect Inc eliminated Product grade. }. Additional Mailhienance ClAiLlatiMs. lirarrcl;isc Dc:':N.:r sr!a:li: 9 tal at Franchise Dealer's expense;and except as expressly provided under Section 4.2, maintain the 'Marketing Premises and all ecluipinew acrd property located on the Marketing Premises in good,sale and operatirw-condliion and promptly make all necessary repairs or replace with equipment or property of comparable value, (b) operate and maintain all emission conlrol equiprmt:t including: (i) maintaining the equipment in accordance v`th the instructions of the manufacturer: (ii) repairing or replacing tl 1E equipment, as necessary; and (iii) complying with all applicable Laws relatittg tc,operation, maintenance or repair of the;equipment, (c) prorriptl) notify GIobal if f=ranchise Dealer believes any equipment or property which is Global's responsibility under Section 4.2 is not in goad operating condition; (d) implement a maintenance pregram in accotdat,.r»'iu) Section 4.4 and Franchise Dealer'." obligations under the Maintenance Schedule: and ( ) Deep accurate and updated record: of all preventive mainteuancc inspections and of all maintenance perfonned by franchise Dealer and show the records to Global upon request. 4.:I Maintc!mince Adiustnlent. (a) In lieu ofdirvctly nleetittg lts maintenanc:r obli-ations under Section 4.2, Global ma) but is not obligated to, issue a credit against franchise)~sealer's rent as a contribution tow;=.rd Franchise Dealer's maintenance costs('Maintenance Adjustment")as described in this Q Section 4.4. franchise Dealer shall apply the Maintenance Adjustment for the purpose of, and in accordance with,this Section 4.4. Upon 90 days prior written notice,Global tnay discontinue or adjust the Maintenance Adjustment at arty time. Franchise Dealer's application of the Maintenance Adjustment creates no ownership interest in Franchise Dealer in any equipment or property belonging to Global but loaned or leased to, and maintained, repaired or replaced lav, i vanchise De4,ler. (b) "!'he arrrrual amount of the Mair:tc:tance Adji.Mawnt is S4,682.04. Global shall issue tl;e credit against Franchise Dealer's rent monthly b)Journal entre,to Franchise Dealer's account. (c) Franchise Dealer shall appl) the Maintenance A(j us:t,'t A;t only to tneet Global's maintenance obligations under t! is A-nccle..IV, c x;:p =at i ranc.l�ise i)ealir may ap;)1) an)'portion of the Maintenance Aclu-5 ni,3m t:i excess tai the amount or funds ncedcd to meet Global's current maintcnanc obligations, te: (i) tweet future maintenance obhi:,atioas of iiobei as bUd2eied herder Suction 4.-t(1); I.(ii) comply %with the Standards if,any portion of the maintenance is in excess of the Limount required Under Scction'4.4(c)(i); or � 1 i) meet franchise Dealer`s maintenance obligations under this Article 1V il•an; pcirtiorl oftlte Maintenance Adjustnlem is in excess of the amounts required under Sections 4.4(c)(i) and(ii). (d) Fralichise Dealer acknowledges drat the amount of the �4aintenar,ce Adjustment may be more than necessary to pay tc)r maintenance it,some inonths and less than necessary to pay for maintenance in outer months. franchise Dculer shall budget the Maintenance Adjustment in a manner &c igned to balance over the Tenn. Franchis:, Dealer's budget, as it may be amended as circumslanc:G kkarrant, is subject to Global's reasonable approval. (c) franchise Dealer sllaII perform alt maintenance: (i) in compliance Lith all 1. Iws including local build;;:;, or other, codes and orilirtar�cus; and (ii) in a safe and workmanlike rr,a,tner. ` (f) if Franchise Dealer receives the ivlaint.enance Adj r,stlrlent and fails to comply tirnel} v,h1i Franchise Dealer's obligations under this Section 4.4;after tiuritten notice to Franchise Dealer,Global may,but is not obligated to,perform franchise healer's obligalions under this Section 4.4 and,at Global's sole-discretion. debit Franchise Dealer's account or offset against amounts owed Franchise Dealer or any'security held by Global (including the Rent Security and Maintenance Security)Global's actual cost incurred in perfouninc the obligations. Global's rights under this Section 4.4(f) are in addition to ally other rights or remedies of Global including the termination or n,)in-renewal of the Agreemern. the Franchise and the Franchise Relationship. (d) Without limiting Section 4,4(a) and based an the maintanailce i;);pense lsistory of the Marketing Premises,Gksbal may adjust the;' AInhitenance Adju tment from time to time as Global determines appropriate. (h) clothing contained in this Section.4.11 relieves Franchise Dcalor of its obligation to comply, at its sole expense, with its maintenance obligations under any other provision of this Lease and the Agreerl:ertt including Section 1.t. ARTICLE V ENVIl 01"iM.UN tet.. a'xZOTEC;i �1 5.1 [nventory Reconciliation. (a) Franchise Dealer ackuowledge< ih;:t the vi ni'ketlr;r ilii {'.IisCs contain widergi-ound tank< for the storage of petroleum proGa:ts and titan the release Of The Products into the environment can cause scrious carnage w propert�y, soil and ground water, To detect to4_ or piping leaks in order to sai6-oard tht ern'irontXIn!a:=d ,1reNlent lczs.s to either franchise Dealer or Global;franchise Dealer shall ineaswe tlnc inverwry of all underpowtd storage tanks daily by tank siicking or other Global-s,)pplied measurement techniques, and reconcile the measured inventory with Meter readings daily; Franchise Dealer shall keep a daily Log of all underground tank invento.A rca imps at the Marketing Premises. which shall be available foi-inspection by Global or 11jo eri m? :rt autlloritir.s as required 3; by applicable Law. Franchis: Dealer, at its cost, shall comply with or participate in; as applicable,arty policies irnplemrmtccl by Globat; fr,,n]time to tittle. including the nri of lechnology,services (which may Include a fee). or othc:l, i;so required b)' Global. (b) To the extent that other requirements relating to e!ivironnier!ial protection, incJradiiT �. sampling of monitoring wells, preparing records of reports; or complying with notification requirements, are cotrrmunicated by Global to Franchise Dealer and �Nfithow limiting Franchise Dealer's obligation to comply��iih tiro provisions of this Ai II V, Francl]ise Dealer additionally shall fully carnpltir\�rit#T rill such requirements inc.lyiding any environmental Standards. (�) Franchise Dealer shall maintain all loss; inven#or.-recoZcisiaticn and other enviroi]n]eni:il records or reports on the Marketing Promises for a period of three years. Franchise Dealer shall also make available these loss records or reports for inspection by Global or by government authorities as required by applicable (d) If Franchise Dealer fails to properly' En"asure and rec.os.ciie invcntor).maintain records or perform other'environtnerital pros:stint:activities as regriired by applicable Law,thi Lease,the Agreement or any related or supplejnentai arLreeinews,or as specified by Global from time to time, Franchise Dealer i aives any and all rights that Franchise Dealer may have against Global resulting fio!n any er,vironnnerital contamination or leakage including any claims for the value of toSI Products. This waivex is in addition to other remedies and inderrinities of Global including termination or non-renewal of the Agreement,the Franchise and the Franchise Relationship. (e) franchise Dealer shall permit Global, izs Atfdiates and lheir respective employees, a_sents and contractors to enter the illarketing Preinists at all times te) inspect nr test for contamination or leakage:and conduct any e>.cavatior; rc-mediation, monitoring or ot:Trr activities in connection with any environmental contamination or leakage. �." '\oboe.: Reined . (11) Franchise Dealer shall notify Global in]mediateN by telephone. confirmed in writing, o!' any indication or suspicion of e"Vironrrrental connaninaticm or leakage. If Franchise Dealer fails to notify Global inimediatel;v cif arty irrclict.ticsn or suspicion of coritami€ralion or leakage,Franchise Dealer'waives ar.) and all rights tilat Franchiseneater has,or teal have,against Global resulting from the con€ar;sir;uijui,,or l.:akage including any claims I'or the value of lost Product. This waiver is in addition to other ren]edies or indemnities O Global including termination or r]c�n-rei]e1i l of the Ag -iterit,the Fi ancl]ise and tete Franchise Relationship. (b) Upon receipt of l'ranchi c Dealer's notice., Global shall use reasonably:efforts to relaif m otl]en�i5c remedy the taus:of th 1,,1L.ag -;nd 1'et.r ti tl, tviarJ~cting Pren]ises ro full operation. Where deterrriined appropriate ill ii j !dg,uei t; Gs obal shall reduce or eliminate Kent due Global during any repair period. Cilollai is not liable for lost busier-,s�- or profits,or for iriGidemal or damago`'.ae.'sire', from or relating io repairs. removal of equfpu]ent from $C i1'iC2.Or Other actions tall-:r, in response To etivironn]entai contamination or leakage. Compliance with Lav,s. Franchise Dealer shill c-onrrl; t;.liy �ti'ilh all applicable 1-, M including e those covering water,soil and air envir()i';rflol-II&l pj-ote,�,tikJii and public health rind nni.hing I contained in ibis Lease rnav be construed to lin-lit Franchise Dca.ler's obligation to colnply Will, Laws. If Franchise Dealer does not dispctse of wastL in a proper manner or is not; in Olobal's determination, complying with the re qui rerne tits of these l_aA�s, C;lobal may, but is not obligated til, enter upon the Marketing Premises and take such action as it drams necessary without liability to Franchise Dealer Ior bUSiness loss. Any cosi,trlcurn2d bti Global shall be paid by F ranchi5c Dealer upon demand. This remedy is in addition to any rearledies and indemnities of Global including termination or non-rene,,k°al of tyle Agreement. the Franchise and the Franchise [relationship. 5.4 Franchise Dealer's AcknoxNkdement. Franchise Dcaler ackrim-fledges that franchise Dealer's failure to comply full),with this.Article V constitutes a IUIure to comply v ith a reasonable eller materially significant provision of OR,Areenleut and the Fri wNse ]relationship. ARTICLE All .41 DI'11IONAIU I I71:hti�ll '�' ANO I1 SUR.A.NC <, 6.1 In grnj ij : In addition to the other indeninities provided in the .A-3reerne;ii. Franchise Dealer shall defend and indemnify the lndernnitees to the tulle;t cNtelit pei-rnitte•d by Law for all Losse.: resulting or arising froln: (a) any failure bt, i ranCbise DCaler iu 1101ify C:ilobal of the neLd tau repairs or any iailtll(� l''v Franchise Dealer to otherwise comply'with Franchise Dealer's maintenance obligations as set forth in this Lease, the Agreenient or any supplelPenial or related agreement; or (b) any default or breach of all underlying lease rasa result o`the acts or omissions of Franchise Dealer. b.`> Tvpos of Insurance Required- refer to Ailicle Xl ofitic Agreennent for lnsurancc 1�equirernc•111s. 6.3 Agreement Provisions. The provisions of Article XI or X V 11 Of the Agreement apply to the insurance and indernrity requirements under this Article\'I. fiat Use of Proceeds. Global may in its sale discretion elect.to keep rimy insurance proceeds in lieu of repairing, replacing or rebuilding the ]tiarketing Premises of am persniial property or equipm(,nt. .aRTI.CIXVr l N iW)EVEL4 'h`I 11 ISES 7.1 GloRedevelopment Rigllt. Global may, but shall not be oblii ated toredevelop the hal'S Marketing Premises at aura time and frolll tirne to time,Jurin-'= ; e'T zlrm. Redevelopment mr.y include altering, recollSuruc lip-,reniodehi,g, to buildlligs, equipment use l tr?C111tI�S,and changingolrfif�lildtrUfi. V,lI,Cli C a)'rilcl`uLc.ih�-iit3li 'ilc#iva oi'c-onversion service hays or merchandise sales areas. � lc�t�ai is :aic#cr no ot:li�;atiol? i; undertake any r,eclevelopment. The decision to red,-Vell0p, and the na:trre ell tl:_' Ford velopincnt, shall be vv;thin Global's sole discretion. !.-2 Global shall notit�' Franchise De,4:'r VC b lk, or in ',rril i m:lit least 30 dap prior to the beginriin;,.of any demolition or construc-cion. 13 l:ntr `. Franchise Dealer'shall peri.:it t global and its Affiliates and ti",eir respec:live ellrployees, agents,Vendors of Cowraw .s to c EI CT U11117 tl)r'\'l:?r}=PLir1 1'I'e.n115eS for tile.l?lJIJJt?jC" r of making any redevelopment, Franchise Dealer shall fully cooperate viith (SUM[ in any redevelopment of the.Marketing Premises. 7. 1-.imitation of Liability. Global \rill not be liable to Franchise. Dealer lar loss, inconvenience or annoyance to Franchise Dealer arising.out of,or ifl cornlectitirl with any redevelopment including any loss, damage to or removal of any or all alterations or improvemelrts previously installed [), Franchise Dealer,or any ciailn by F'Rinchise Lrcaler for kiss of bUSilICSS or profits arising OL11 of the redevelopment. 7.S Aaiustments in RentaE and Productt!jAntities- (a) During the period of demolkion or coristructioi-;, GMbp� shall reduce file Contract Volumes and the Rent by arl amtli= t ��}?ich; in it so!e j 3is Yrnent,u'il] adequate l} Compensate Franchise Dealer for the restrictions in lise of the Marketing Premises resulting from the demollt;en or cnnstnrction. Upor= co:r;plCtron of an?' redevelopinernt, Global stay, for the balance of]hi,'Terni, (i) increase the Contract Vo)un)e and ???I1]rtnlirrl pCrC.ha.SC reC1UrrCnlen1S specified ii,, Article 11 of the Agreement; and increase the Rent and the Maximurn Ren, Gceordance with the Agreement- tb) Within 30 days after receipt of.]otic"frOnl Glnl,<rl c;# an,, 1'roiiuCt quantity: rnirtitnunl w e I) l , ierr , :t aerir]i VlC,+� n } ? [ lt purchase OT"Rent increase, FranChE5 written notice to Global if the incleas, is not satisl'ictory to Franchise Dealer. Failure b, Franchise Dealer to furnish timely notice of ter:ninaiinr, is a waiver of Franchise Dealer's right to terminate under this Section 7.5(b). 'Flie effective date of termination shall be 3[.x days after the date of Franchise Dealer's notice to Global. Franchise Dealer shall sign and deliver to Global, upon request by GlObal, a lrlutual tt,r-aination agreernerit and other agreements or instrm)ei is as requested by Global for orderly terrnination of the Agreement, the Franchise and tht Franchise i;el Linr;s :s1). J.( 1'ranC}rise Dealer lrnpraVerilenis. }'ranchisc l_DEa[er may riot -jte Gr it's?1)iOye all or an Jai"t i;I iii: Marketing Premises unless Global has proVided its prior wy�; dt-3: vrhich Global may withhold in its sole discretion. if Global co:,sents to an} ii IVO` or alteration,Franchise Dealer shall comply with. la) all provisions of thi Lease,the �.grE'cri?:??t '7ti F:t], t!r;'et'IY lnsw JeQS4, (b) all restri cti oils, covenants and r �'� rt --� 8PpIic' ?lam tF) £1'=.0hCetr115GS; (cj all applicable Lasts 1rc'ttdsl?e 1tiU.fLjrr:g curies. pcnn-ii r.:,ILti'•'ci'i,ent, and zoning: ar)d (d) any collilitioi?s or'.requireineni': il-ITC-1c f),' Cllr; a.l l.' ??i1'In' iJS CGll5 -31- Nothing in this Lease rrla} be cotrstr�ir d as prove€.till,Global, upon any rene:hal of ihs: f ranclii c or fife franchise Reiatinnship, fro.?l incl tiding,:ny' }' �:ltcl;ise Dealer-funded en r;r ititerations in determining the Assessed Value i r purPoses of ieterrrir]irig Rw tt, even if inclus.ic)t: would increase Rent. Any Franchise Dealer-funded ilnfJrtiven?crits or alterations to the Marketin{, 14 Premises are the sole property of(110bal. Upon Global's requesi, Franchise Dealer shall sign and deliver documentation. and take other actintl, ri clU0st.ed byC;lobed to evidence Global's ownership in any improvements or f.lteralions. ART101VM C(IIVi'ItR,(.:'Jr VOLUME INCR ASf,;S $,l Global's Ri ht to Increase. if the Term is more that; ; years, Global may at any time after the fifth anniversary of the Effective Date irici•ease the Contract Volumes and inirliatuin purchase requirements under Section 2.1 of tine Agremuont to an ainoilnt !hat Global determines to bo> appropriate for the Marketing Preimiscs. Global shall filmi..di i a nc'Tise Dealer �Aith at least bo days prior written notice of an),Conu-ac:t VOILline nr r3iniMUM purcii�,w requirement increa:;c. Global's rights under this Section 8.1 are in addition to other rights of Global (including those under Section 7.5)to increase the Contract Volume and riiriimurn purchase requirements under this Lease. Unless Franchise Dealer terminates Ilii Agreement and the f=ranchise Relationship under Section 8.2,the increase will be effective on the nate specified in Global's notice of the increase, 8.2 1'rarichise Dealer's Right to Terminate. If the Contract volc nie or minimuri purchase requirement increase is unacceptable to Franchise Doaier, Franchisc Dealer may lei-Minate the Agreement,the Franchise and the Franchise Relationship by furnishing Global with written notice of termination within 30 days following Global's notice of increase. Failure by Franchise Dealer to furnish timely notice of termination is a waiver of•Franchise De;aler's right to terminate under this Section 8.2. Upori Global's request; Franchise Dealer shall sip and deliver to Global a mutual termination agreement and other agreemcnis or iusir[,rmrits as may be reasonably requested by Global for orderly terimination of the Agree,rent, [ho Franchise and the Franclike Relationship. ARTICLE iX E(.ltiiPit'TENT LEASI 9.l Leased Equipjnent. During the`I'enli,Glabtil leases to Dealer. and Frarichise Deidei leases from Global, for use at the Marl f in ,z Ptentises t'_=e ps al propel�% -nd proprietary equiprnent(tide"Leased Equipment") A*t.0 :li the ;true) fllcl:. .,[Itic� I, Sti sChE,CfIlli°"; Wl!iCli incorporated into this Attachmcni. 'I'he lease under Lhis ArticlL:IX tanrihlarL:;on the earliest W occur of the following: (a) €erminatio i of the Agreemant,aml the Franchise Relationship; (b) expiration of the 7ertu; ai {r) I-ranchlse D;,aler's default und�.r this (1.2 Dealer s Obli goons. {a) 1\lith ]espect to the Leased Equipment, Fnuichise Dealer,shall: (1) ld]alEe ri0 additions()1'2;ius itit)Il�1�iiht';ttt Global Is pjjor writic-n Consent; t' . r (ii) kelp legible and visible all brand names. triidewarks and signs of Global; (iii) comply with all coverin ' its Ilse; (i v) not do or permit to b(,done anything prejudicial to Giobal's title to the Lease Equipment; (v) not rcnhov;: it or deliver it to anyone but Global or Global's d-Signee; (vi) use it solely for Products at the Marketing Prernises; (vii) exercise reasonable care to prevent damage: (viii) comply with all provisions of ilte Agreemeni(;ncl:tdin{k the Standards)and aim related or supplemental agreements; and (ix) keep beamed l quipment free froin all litmus and enturnbran es. (b) franchise Dealer.. at Franchise Dealer'ssale expense, sig ill: (i) pay and discharge any and all taxes; fees and charges imposed by governmental authority on any Leascd Equipment while in franchise Dealer's possession,or upon its use or'any business in which it is employed: (ii) adequately insure the lensed Egvipnierit in the anloum of its replacement value while it is in Franchise Dealer's possession; acid (iii) maintain the leased Equipment in good repair and condition and, if necessary, replace the Lease Equipment to erasure that it is fit for its intended use and is accordance with applicable Latins. If Franchise Dealer fails to maintain, repair or replace the Leased Equipment: (A) Global may, but is not obligated to, r:raim-,in,repair or replace it, a Global determines;and (E) franchise Dealer prwi'.otly shall raim�:trsc Global for the costs ofaHr maintenance, repair or replazcnient peribrnwd by Global, In addition to any other rights or remedies of Globai ir.cluding termination or nor. rerTewai of the Agicenient, the Franchise and the Franchise. Rclatioriship,. Global may debit any account offranchise Dealer or offset any security held by Global, in tete oftlhe Cc,sts, (c) Franchise Dealer acquires no fm nerslhip interest in tbi l,wasecl l cf.ripnrent because of franchise Dealer's compliance �vitlh Frei;chise Dealc -'s maim,°nance, repair or replacement obligations t). Ec ui �rril nt Removal. Global reserv::, the ligan to rerno`e (nm EgLApmern at any dmk3 6� to replace it with sirtrilar equipmeiht. :sly sur, ect to this Atticl IX. Global may discontinue leasing any Leased 1 i1 131}iii%ria at ;x:i\' tiTrl ' WiTi any obligation to replace it.and Global has no obligation to reimburse J ranchise Dealer resit paid in advance fihr discontinued items of Leased Equipment. t,pon to:fist naiic,r; ::r ib iease Order this Article JV 1(i (a} Global may elect, it its sole discretion. To: (i) remove the Leased I quiprnow, have franchise Dealer rernoN'e�:nd retus,r tilt L r; Cci F yuiprnet)t to(_Tubal ur Global's designee., or (iii) direct Franchise Dealer to dispose of the Leb ed I;quiprnent: (b) Franchise Dealer shall bear alJ removal, site--restoration, transportation and disposal c.otit relating to the removal, return or disposal of the Leased Equ' meat; (c) (global has no obligation to reimburse Franchise Dealer i()r any rent paid in advance for the. Leased Equipment; and (d) Global may abandon; the Loased Equipmen)t without liability or obligation to franchise Dealer and without limiting any obli� ations of I�rsnchise Dealer relating to the Proprietary Marks. 9A Global's Ri ht to thew c_uipnrent. I'lte Leased T quipmew at nh limes is the property of and owned by Global, and title to the leased Equipment is and kvili ren,n°gin in Global. Global's rights relating to the Leased lquipment (including its rights under Section 9.5) will survive any termination or norr-renew al of the Agreement,the Franchise and the Franchise Relationship. 9. ltiQht ctf ant !n addition to any other right of er)tiy tinr �r This Lease.or the Agreement, Global has the unrestricted right to enter"upon the Markel-int!Premise, at any time to inspect or to rernove any and all of its property including die Leased Equipment, 9.6 Assignment. NotN it.hstanding any contrary provision in tyre Agreeme tt, Franchise Dealer nay not assign its rights or delegate its duties under this Article IX. i_; whole or in part; without Global's prior smitten consent which Global mai withhold in its We discretion). Y 1 0.1 Agleement Provislous. 11lixeOpt as expressly provided wNry ia�: in:iris Lease or in the Agreement,the provisions of the AgrGerrer.t apply to thia 1Any termination,or nor)-renewal of the Agreement, the franchise and franchise.�2elaiioric;.iiu v'i':1 utrtomatic ]ly operate to terminate this Lease. 10.2 Definitions,'Construction. (a) Defined terns not orl-crwjs: C.j3 -6 in till nici:li?i ';lildlc2tedl to Ow Agreement. (J?} Umess expressly provided oiherv,i.se. any derermiiiation mado by Global under this J.'eaw will be in Global's sole discretioii«vher acting in good r-aith and in the normal course of business. (c) ?11 consents or ap}?I'o"V'als ;3n bei3 l;r:E l_il]e by an ;suThrlr;zeiJ representative or Global. 17 W) Unless indicated as a reference to prcivisiat)s oi'lhd Agn;cmenl, references in this Leas(-: to Sections and Articles are tci those contained in this f.ease. ]{1.:, Timc of Essence. Time is of the essencc: in the performance of�rancliisu Dealer's obligatio;3� (including paymmit of Rent); and the exercise of franchise.DY-,lei-s, rights; under this Lease. IN WITNESS WHA RIT--O F', the paities have ca.ised this Lease to be executed as the date hereinabove et forth. 1�i[ness: OLOBAY CY()'!APjNJl`5 Ll,( itle: (please print} 1�`iii css: Cjl-OBA!-X!1)`: PI,LO CiR(7liX'COU. �J f( fw "",amt: 11 (please print} s 1�'itnesc_ WHAAAM H:);(KE, "Title: lirdividua; (please print) 1€� Lx-: Sk,SCHEOULF Tf HIE LFASI PRO'VISla7 S OF THE PI'MPA FRANCHISE A[,F1EEiAEN'l I'RA1(APSE DI=ALER ACCEPTS THE INI[IRIIVEU:ENTS AND 1:Q1'W1\9FNI IN THEIR PRESENT CONDII'1O?\,, AS IS, WITHOU I'ANY WARRANT Y,EXPRESS OR IMPLIFT), AS TQ THEIR CONDITION OR 1-1TNI:SS FOR ANY PURPOSE. Q,_�::�ndv,;Item, Desai tion 10000 DW f Cr Tanks I 12000 OW FG 1 wink l 8000 Dw ki T ank 1 1000 DW FCi Iunk I Veedu Root TLS 350 I Air Compre sor-- HI' 1 AirlrraSh Unit 1 Cooler/Fri&,e I lntercorn Sysu I Pump Submersible-1 11 p Puri>p v, Sipht,n l Safi I Sign Pole—All Types St=ationary 141 Sign i Verifonc Commander POS S)'siem,vvitli 2 touch 7 Wayne Ovation—Multihose Dispensers r 9 SICHED 13 OF TUE PNIP.A. Dealer rcsponsibilit), C C;I()bal msponsibility (I Join[ responsibility. Global is respoiisIlt fl,- y04v Of tilt(x05tt 11C and the Dealer for a 101,110 deduclible-'Ifhe cicak:'- iia% incur n rna\' 51;[700 in deductible payments f6r arty given Calendar Year, Cull ('1111 maintenance center for discretionary delerminkl-IjOn. nI.SCR. 1. BUILDING.CANOPY,AND CAR NVASH A. S'J R I C-1 URE Cabinets Canopy G Dooj-.s Overhead D AN'alkthrough D Fltctrical Above ground(incl.replace Of iiILJeXt- bulbs&ballasts) Bclo.N--ground(req-excavatio rl) G Panelsiupg odes I� €.; or 1) Call Exterminatioo Floor tile andwalk-offmats 1y 3 Glass D 17 Gutters& downspouts, bldg.(bird, clean-guts ]) Locks(incl,manual and etectricr,or,all dooro! ll Painting& washing pass-through ph Plumbing Backflow devices(incl.ccn=f.j Fixtures Sink. toilets,urinals, fallcels. sLOPP49v;c)"t faucets,1111sh mcchanisnls; floats, V,-M.'s. Floor-drains Or.-11sfl-"-)I- Watcr Piping Above ground Below ground(rr;q- excaVatiol-1) CI (Nall JZestroojn exhaust fans Roofs Sttwcr SyStCITI 20 Holding tanks(Dir. rebf), for puilip-oWS) ,Main -sewer line(Dlr. resp. (617 bloukw acs) C Call Septic eptic,System(Dlr.rasp. fbr punlip-outs) G CIfl Shelving D D %Vails Non-structural repairs D StrLictural repaiis << Call WIri&v, frames B, EQUIPMENT A it conditioner Unitleondenser D Cedl DUCIS Car vacuum (c-,r wash and bit)) Car�kash equipment Car Nash reclaim pits(Dir. re,-,P, tier Clelll)­O,:"y C Cigarette intrusion detectors D Cigarette racks(incl, installation) Fire extinguishers(incl. recharging& iikspe.'- Fire suppression systems(Mr.rasp. for rw-nace. A tanks, heaters. heat pumps 0i resp, for filter replacements) Ducats 13 I? Lockbox Reiiigoration equipment Chest freezel-7 reach-ill cooler Olobv I o%yred li Call Dealer owned D Ice maker and ice dispenser Walk-in coolcr/condenser Restroom furnishings Cost hooks,mirrors,shelves. soap D dispensers,toilet tissue dispensers. W,�Nc;. dispensers.etc. Safes and autobapks(incl, L) IoCR changes) Stare accessories cclffeo nalk-erg,juice and soda dispcn­,Ors, cup dispensers,incl. dispensers, microwaves,etc. Slinkshop/Ray Planning Customer recurO desk, lUhrjtoIL) overhead tire racks,saleTGOM back wai 1 and rn,)dUie,stools,utility J-A)ofjl Waste baskets NVater cooler/fOurilan) Water heater ?i REPAIR KEPLACE GLOBAL RFc,P. nJSCR, Air compressor Cslj Air Piping G Above Ground ll 1.t Be-low Ground (Req. Excavation) 6 Cull Air/water tower and islanders(incl. hoses, 1l 0 C! ,hWkq,nozzles,and bibs) Cash register/console(combiriatiOn U0-10:J)ri1ItCI Cowmle(separate unit) i G C'afl CrAit card imprinter 11 Dispensers Round/electrie/WD(inel. filter 0 (. Call replacement) CATS/CRINDS ]loses,nozzles, swivels. retractors. 0 breakaway cables,and price signs rt:qlllrcc b-y law Calibrations Express Lube drain with articulating arm(not D portable)and rep],of fUnnel,quart oil cans,and AT can opener Intercom-(self-serve) D Call I.eak detectors Call Leak;nonitoying and G Call systerns Lifis(DIr. resp,for maint.irep.l.ofoii) 1) Cad L ube equipment 1) to Piping in front of walls(visible) D 1D Piping behind walls G Call Monitoring wells G POS Terminal G Submersible Pumps G Call Sump ai?d grease trans(Dir. rtsp.for of-I-Ii Cf C.-,l l Yanks: product, waste oil, and fuel oi] Ca i I Fill boxes(incl. covers. caps,W-S. Pai'16140 C Cali Fill locks D Ij Overfill containment Cad (lines) Product switch(called in by Disu`cl to correk:l imbalance 1prfjblom) Underground storage tanks Ci i 'Cost tanks/lines Cad Water/sludge pump Out Call A-aste oil and product tank gaI16'1e stick-S. 111,61 water paste Water cans or buckets Work benches,gondolas,and(R-.,,k� 2-2 USE f-SP. QMR 111. .5T(olA(T), A, ID signs(up to 25 feet off the ground) k Cal) 13.Hi-rise signs(over 25 feat off the ground) 0 C (-.,all C. Dealer-oxNmed signs(price,snaplock,sen icc, D merchandise, IMU,Pos,stianp and ruszroon'� signs. dcaler name plates) D. Giohal-owned signs Building/canopy legends,pegfisus discs, Decals and no smoking signs 1,,'j AND AND YARD Air piping Above ground D Below ground(req. excavatioill G Call Asphalt(Dir, resp.for scalcoating) !Iotlloles D Rcpavingiskin cont Ca11 conor(:te Patching D Island'drive mat.replactrnent Call Driveway signal system and hoses Electrical (Area light fixtures and poles,disc island lights, low level JiOts.Other 4-ht 1-;Xlures.canopy upliohts and downlight-s) Above ground Belowground(req.excavadbn) G Call 1'ence D Landscaping and planting D 17 Security equipment(carneras,mirrors, etc,) 11 i7 Sprinklers(irlei- winterizing) D is Tire racks,portable W,ttff piping Above ground(incl. faucet=ani bibs" D, BeloN�,ground G; C"M Water well (,',%I I Yard drain(Dir.resp.for clean-guts) CT 3 Call NI(SCELLANEOUS Divestments Envir-onn)Lval C a,l Spills" leaks,clean up, rmkc S'e6c, recovery Vapor recovery Piping SYStcln C all ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT entered into as of November 3, 2017 (this "Agreement") by and between William Burke, d/b/a North Andover Mobil (the "Seller"), having a principal address of 35 East Street, Middleton, MA 01949, and SUNJ, Inc., a Massachusetts corporation or its assignee ("Buyer") having a principal address of 12 Sheldon Circle, Middleton, MA 01949. WHEREAS, Seller owns and operates a gas station with fourteen (1.4) fueling stations, a small convenience store ( together referred to as the "Business") and an automobile repair facility (the "Repair Shop") located at 260 Winthrop Avenue, North Andover, MA (the "Property"); WHEREAS, Seller is in the process of decommissioning the Repair Shop and is not selling any of the assets related to the Repair Shop to Buyer; WHEREAS, Seller desires to sell to Buyer and Buyer desires to acquire from the Seller all of the assets used in connection with the Business for the consideration specified herein and on the other terms and conditions hereinafter set forth; and WHEREAS, Seller entered into a PMPA Franchise Agreement (the "Franchise Agreement") and the associated Lease Provisions and Rent Schedule and Maintenance and Information Services Agreement (collectively, the "Lease") with Global Companies LLC and Global Montello Group Corp. (together "Global") to occupy the Property and to operate the Business thereat under the name "Mobil." NOW THEREFORE, in order to consummate the purchase and sale of the Business and in consideration of the mutual agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: ARTICLE I PURCHASE AND SALE OF ASSETS 1. Assets to Be Transferred at Closin . Subject to and upon the terms and conditions of this Agreement, at the closing of the transactions contemplated by this Agreement (the "C,losin "), the Seller shall sell, transfer, convey, assign and deliver to the Buyer, and the Buyer shall purchase from the Seller, all assets, properties, claims, rights and interests of the Seller that relate to the Business that exist on the Closing Date, of every kind, nature, and description, whether tangible or intangible, real, personal or mixed, and wherever located including, without limitation, the following (collectively referred to herein as the "Assets"): (a) Inventory. All inventories of products sold in the convenience store, gasoline; office supplies, maintenance supplies, and similar items of the Seller which exist on the Closing Date (as defined below) excluding all items that the Buyer reasonably determines to be obsolete, damaged or otherwise unfit for sale (collectively referred to herein as the "Inventory"); (b) Leasehold Interests. All of the Seller's right, title and.interest in and to all leases, subleases, licenses, and permits relating to, or pursuant to which the Seller uses or occupies Property , including but not limited to its agreements with Global (collectively referred to herein as the "Leasehold Interests"); Asset Sale Agreement Page 2 of 7 (c) Fixed Assets. All of the machinery, equipment, tools, furniture, and leasehold improvements owned by the Seller and used in connection with the Business on the Closing Date whether or not reflected as capital assets in the accounting records of the Seller (collectively referred to herein as the "Fixed Assets"); (d) Warranties. All rights of the Seller under express or implied warranties for any Fixed Asset (collectively referred to herein as the "Warranties"); and (e) Goodwill. All goodwill associated with the Business as conducted by Seller, which goodwill will include, without limitation, all rights in and to customer goodwill, all lists of customers, all telephone numbers and telephone directory listings, and all intangible property rights owned or used by Seller in his Business (collectively referred to as "Goodwill"). 2. Conveyance Free of_Liens. All of the Assets will be transferred to Buyer at the Closing free and clear of any liens, restrictions or encumbrances whatsoever. Buyer further acknowledges that Seller may have obligations that will need to be satisfied using a portion of the Purchase Price at the Closing. Buyer hereby authorizes the Seller and its attorney to release a portion of the Purchase Price as may be necessary to satisfy such obligations and liens as may be required to deliver the Assets to Buyer free and clear of any liens, restrictions or encumbrances prior to the Closing. 3. Termination of Repair Shop. On or before April 15, 2018, Seiler shall terminate its use of the Repair Shop and shall remove all Equipment, Fixed Assets and any other goods used and or stored in the section of the Property used in connection with the Repair Shop. Seller hereby agrees that after April 15, 2018, Global shall have the right to enter the Property for the purpose of removing all underground systems, equipment, contaminated materials and soils located in or around the Property and any other work necessary to convert the space used as the Repair Shop to a general retail use, including but not limited to the removal of any and all lifts, cleaning up any materials, ensuring that the soils are free from any hazardous contamination, and preparing the space, now occupied by the Repair Shop, for the work required to convert the space to a general retail use. 4. Applications. At any time prior to the Closing, Buyer shall have the right to apply for and receive approvals for the conversion of the Repair Shop and any other permits necessary for the Buyer's proposed use of the Property. In the event Buyer requires the written approval of the Seller, Seller hereby authorizes Buyer to submit any and all such applications and consents to the right of the Buyer to present this Agreement as proof of such authorization. ARTICLE II PURCHASE PRICE 1. Purchase Price. Subject to the terms and conditions stated in this Agreement, the aggregate consideration to be paid by the Buyer to the Seller for the Assets (the "Purchase Price") will be an amount equal to the sum of the following amounts: a. Two Hundred Seventy-five Thousand and 00/100 ($275,000.00) Dollars; plus b. The value of all Inventory that is in stock on the end of the day on the day prior to the Closing. Such value shall equal the price paid by Seller for such goods, as shown on S:\Patel(North Andover Gas Station)\APA Burke to Patel v2.doc Asset Sale Agreement Page 3 of 7 his: books, (exclusive of any purchase discount or other pricing concession received by Seller in connection therewith) plus the amount of all sales taxes paid and all shipping and similar costs incurred directly by Seller in connection with Seller's purchase of such Inventory. All Inventory shall be paid for in full by Seller prior to the Closing. C. Buyer has delivered a five hundred dollar deposit to be held in escrow by MANN & MANN, P.C. to bind this Agreement. The balance of the Purchase Price shall be paid by Buyer to Seller at the Closing. 2. Allocation. Buyer shall allocate the purchase price and all other capitalized costs) among the Assets in accordance with the provisions of Section 1060 of the Internal Revenue Code of 1986, as amended, and shall be binding upon Buyer and Seller for all purposes (including financial accounting purposes, financial and regulatory reporting purposes and tax purposes). 3. Payment. The Purchase Price shall be paid by Buyer to Seller at the Closing by bank or certified check or wire transfer of funds. 4. Assumption of Liabilities. The Buyer shall not assume or agree to perform pay or discharge, and Seller shall remain unconditionally liable for all obligations, liabilities and commitments, fixed or contingent, of the Seller (the "Retained Liabilities"). 5. Security.Deposit. In satisfaction of its obligations under the Lease, Seller delivered to Global a security deposit, which Seller has represented has been refunded by Global to Seller. 6. Fees. Buyer and Seller have agreed that the twenty-five thousand ($25,000) dollar transfer fee (the "Transfer Fee") due and payable to Global under the Franchise Agreement shall be split evenly between Buyer and Seller and shall be paid at the Closing. The portion of the fee due and payable by Seller shall be a credit against the Purchase Price. Buyer and Seller shall be responsible for paying for all other fees and expenses, including any reasonable legal fees, incurred by each party in connection with this transaction. ARTICLE III CLOSING The closing of the purchase and sale of the Assets hereunder (the "Closint;") will take place at the offices of MANN & MANN, P.C., 191 South Main Street, Middleton, Massachusetts, at 1.1:00 a.m., on July 2, 2018, or such other date as is mutually agreed upon by the Buyer and Seller, subject to Buyer receiving all necessary approvals, licenses, and permits to operate the Business from Global and all local, state and federal boards, commissions and agencies and all ancillary operations therefor (the "Closing Date"). ARTICLE IV REPRESENTATIONS AND WARRANTIES To induce the Buyer to enter in to this Agreement, the Seller hereby represents and warrants, to the Buyer, as of the date hereof and the Closing Date (unless another time is specifically stated herein), as follows: S:\Patel (North Andover Gas Station)\APA Burke to Patel v2.doc Asset Safe Agreement Page 4 of 7 I. Ability to Carry Out Agreement. Seller is not a party to, subject to or bound by any contract or agreement or any judgment, order, writ, injunction, actions, suits, proceedings regulation or decree of any court or governmental body that could prevent or materially impair the carrying out of this Agreement or any other agreement, document, or instrument executed and delivered by it or contemplated herein. The execution and delivery of this Agreement, and the performance hereof, will not violate any provision of law nor cause any lien or other encumbrance to be created on any of the Assets. 2. Title to Assets. As of the Closing Date, Seller will have good and marketable title to all of the Assets, free and clear of any mortgages, liens, security interests, charges, claims, pledges, options and other encumbrances of any nature whatsoever. 3. Compliance with Laws. To the best of the knowledge of the Seller, the Seller has operated its Business and the Retail Shop in compliance in all material respects with all laws, rules, regulations, permits, governmental authorizations and orders applicable to its business, including, without limitation, all applicable laws respecting hazardous waste, health and occupational safety, employment and employment practices, terms and conditions of employment and wages and hours. The representations and warranties made by the Seller shall survive the Closing. ARTICLE V CONDITIONS TO THE CLOSING 1. Conditions to the Obligations_of the Buyer. The obligations of Buyer under this Agreement are subject to the following; a. Possession and Control of Assets. Delivery by Seller of full possession and control of all Assets. b. Bill of Sale. Execution and delivery of a warranty bill of sale from Seller to Buyer sufficient to transfer good, marketable, and insurable title to the Assets. C. Assignment of Lease d__T_hird-Part_y__Consents. At the Closing, Seller shall deliver to Buyer all assignments and consents from Global and any other third party necessary to transfer to Buyer the right to occupy the Property and to use and operate the Property and all Assets as a licensed seller of "Mobil" products as well as the use of the name "Mobil" in connection with the operation of the Business at the Property and any other rights necessary to continue the Business as presently operated. In addition, Seller shall execute extensions, renewals and any other documentation necessary to continue any and all existing uses of the Property, including but not limited to the license to sell tobacco products and or lottery. d. Conduct of the Business. Seller shall have, from the date of this Agreement through the Closing Date, conducted its business only in the ordinary course and shall have preserved for the benefit of the Buyer all of the Assets including but not limited all requirements for the operation of a fuel service establishment by the local fire department and board of health compliance requirements for the sale of tobacco. S:\Patel (North Andover Gas Station)\APA Burke to Patel v2.doc Asset Sale Agreement Page 5 of 7 e. Employment Arrangements. Seller shall terminate all employees as of Closing Date and shall be responsible for paying such employees through the Closing Date and for remitting any and all tax and withholdings as required by law. f. Due Diligence. Seller shall have afforded the Buyer, its accountants, legal counsel and other advisors, unrestricted access to all of the Seller's business records, shall have permitted the Buyer, its accountants, legal counsel and other advisors to make reasonable inquiries to the suppliers including but not limited to Global of the Seller regarding the conduct of the Seller's business. Seller and will also co-operate with the Buyer in scheduling inspections of the Seller's Assets and the Property. g. Survival of Representations and Warranties.The representations and warranties made by the Seller and the Stockholder in Article hereof shall be true and correct on the Closing Date with the same force and effect as if made on the Closing Date. h. Proceedings and Documents Satisfactory to Buyer and its Counsel. All instruments and documents incident thereto shall be reasonably satisfactory in form and substance to Buyer and its counsel. Seller shall provide any additional documentation to Buyer's counsel as may be reasonably requested by counsel in order to effectuate the provisions of this Agreement. 2. Conditions to the Obligations of the Seller and the Stockholder. The obligations of Seller under this Agreement are subject to Buyer tendering to Seller payment of the Purchase Price payable at Closing. ARTICLE VI INDEMNIFICATION 1. Indemnification by Seller. Seller acknowledges and agrees that Buyer is assuming no liabilities of Seller, other than the obligations set forth in the Lease, in connection with the purchase of the Assets and that Seller shall be responsible for all such liabilities. The Seller hereby agrees to indemnify and hold the Buyer, its managers, members, officers, employees and agents harmless from and against any and all claims, losses, liabilities, damages, costs or expenses, including reasonable attorneys fees ("Indemnified Costs") suffered by of asserted against the Buyer in connection with or arising out of the Seller's ownership of the Assets or the operation of the Business by Seller prior to the Closing Date and the Repair Shop both prior to and after the Closing, including (without limitation) all indemnities and other obligations of the Seller, as a tenant of and distributor for Global under the Lease between Seller and Global prior to the Closing Date and including any claims arising from or in any way related to hazardous waste or other environmental liabilities. Seller hereby further agree,jointly and severally, to indemnify the Buyer, its stockholders, directors, officers, employees and agents against, and agree to hold them harmless from, any and all Indemnified Costs arising out of or in any way connected with any inaccuracy in, or any breach of, any representation, warranty, covenant, or agreement made by the hereunder. S:\Patel (North Andover Gas Station)\APA Burke to Patel vz.doc Asset Sale Agreement Page 6 of 7 2, Indemnification by the-Buyer. Buyer hereby agrees to indemnify the Seller and the Stockholder, and the Seller's stockholders, directors, officers, employees and agents against, and agrees to hold them harmless from, any and all Indemnified Costs if, and to the extent, such Indemnified Costs arise out of or are in any way connected with any inaccuracy in, or any breach of, any representation, warranty, covenant, or agreement made by the Buyer hereunder ARTICLE VII MISCELLANEOUS 1. Further Assurances. Subject to the terms and conditions herein provided, the parties agree to use all reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement and to cooperate with each other after the Closing to carry out the terms, provisions and intent of this Agreement. 2. Binding Effect; Assignability. This Agreement shall be binding upon and shall inure to the benefit of the respective parties hereto, their heirs, legal representatives, successors and assigns. 3. Modifications, This Agreement supersedes all previous oral or written agreements between the parties with respect to the subject matter hereof, and together with the Schedules and Exhibits attached hereto and agreements referred to herein, constitutes the entire understanding between the parties with respect to the subject matter hereof. Neither this Agreement nor any provisions hereof may be changed, discharged, waived or terminated other than by a writing signed by each of the parties. 4. Expenses. Whether or not the transactions contemplated hereby are consummated, each of Seller and Buyer shall bear its own expenses for legal, accounting or other fees and expenses incurred in connection therewith. 5. Brokers. The Seller the Stockholder and the Buyer each represents and warrants that it has retained or used no broker in connection with the sale of the Assets and that there are no claims for brokerage commissions or finders' fees in connection with the transactions contemplated herein. 6. Notices. All notices. requests, and demands and other communications hereunder shall be in writing and shall be deemed to be duly given if delivered in hand or sent by certified mail, postage prepaid to the foregoing addresses by regular mail, postage prepaid to the addresses set forth on the first page hereof. 7. Counterparts. This Agreement may be executed in separate counterparts, but such separate counterparts shall be deemed to constitute one and the same instrument. 8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts as an instrument under seal. S:\Patel (North Andover Gas Station)\APA Burke to Patel v2.doc Asset Sale Agreement Page 7 of 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement under seal as of the day and year first above written. IL William Burke d/b/a North Andover Mobil SUNJ, Inc. By: Mukesh Pati ;President S:\Patel (North Andover Gas Station)\APA Burke to Patel v7.doc MUKESH PA'TEL 11-13 60-7269/2313 146 4� RITA PATEt PO BOX 58 MIDDLETON,MA 01949 PATE__--.----..�. ._. f)") PAY FO THE '/ \ _ {� {y \ORDER OF _. ----------- ( -b /V L "`"11 DOLLARS `°� r �p� Santandee Santander Bank,N.A. } 1: 23 13 ? 269 111. 28 2 10 5896911®0 I I,6 Premises: 260 Winthrop Avenue North Andover,MA 01845 ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment") entered into on the day of March, 2018 by and among William Burke, an individual having a place of business at 260 Winthrop Avenue, North Andover, MA 01845 ("Assignor"); SUNJ, Inc., a Massachusetts corporation, having a place of business at 260 Winthrop Avenue, North Andover, MA 01845 ("Assignee"); and Global Companies LLC, a Massachusetts corporation, and Global Montello Group Corp., a Delaware corporation having a principal place of business at 800 South Street, Suite 500, Waltham, Massachusetts 02453 (collectively, "Global"). RECITALS WHEREAS, Assignor and Assignee have entered into an agreement with respect to the assignment and assumption of Assignor's obligations and duties pursuant to that certain PMPA Franchise Agreement dated October 18, 2017 and ancillary documents entered into between Assignor and Global, with respect to the business premises located at 260 Winthrop Avenue, North Andover, MA 01845 (the "Premises"), as more particularly described in Exhibit A attached hereto and incorporated herein (the "Agreements"); WHEREAS, Assignor and Assignee desire to evidence the assignment by Assignor, and the assumption by Assignee, of such obligations and duties under the Agreements (as amended hereunder); WHEREAS, the consent of Global to the proposed assignment of the Agreements is required pursuant to the terms of the Agreements; and WHEREAS, Global is willing to consent to such assignment, provided that Assignor and Assignee agree to, and comply with, the terms and conditions hereof. NOW THEREFORE, in consideration of the terms, covenants and consideration set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. This Assignment shall be effective as of the day of March, 2018 (the "Effective Date"). 2. Assignor, hereby assigns, transfers, delegates and conveys to Assignee, all of Assignor's right, title and interest in and to the Agreements, and Assignee hereby agrees to assume and accept the assignment, transfer, delegation and conveyance of all of Assignor's right, title and interest in and to the Agreements. 3. Assignee acknowledges, represents and warrants to Global that Assignee has received and reviewed the Agreements, and that Assignee is familiar with all of the terms and provisions of the Agreements. Assignee hereby covenants with Global to become legally bound and liable for all obligations, covenants and duties under the Agreements (as amended hereunder) fi-om the Effective Date forward. 4. Assignee hereby acknowledges and agrees that in the event that Global consents to a future assignment of the Agreements by Assignee, Assignee shall be obligated to pay an administrative fee in the amount of Twenty Five Thousand and 00/100 ($25,000.00) Dollars to Global in accordance with the terms of Section 12.4 of the PMPA Franchise Agreement, 5. Global hereby notifies Assignor that Global shall not exercise its right of first refusal provided under Article XIII of the PMPA Franchise Agreement ("Right of First Refusal"), in connection with the specific assignment of the Agreements set forth herein. Global's waiver in this Paragraph 6 is limited to this assignment only. Global retains its Right of First Refusal as to any and all future transactions. 6. Assignor hereby releases, acquits and forever discharges Global and each of its members, subsidiaries, affiliates, officers, directors, agents, employees, servants, attorneys and representatives, as well as their respective heirs, personal representatives, predecessors, successors and assigns (hereinafter collectively referred to as the "Released Parties"), from any and all claims, demands, debts, actions, causes of action, suits, contracts, agreements, obligations, accounts, demands or liabilities of any kind or character whatsoever, known or unknown, suspected or unsuspected, in contract, tort or at law or in equity, which the Assignor, and/or its legal representatives, successors, assigns, agents, employees and attorneys ever had, now have or might hereafter have against the Released Parties, including, without limitation, any claim that relates to, in whole or in part, directly or indirectly, the Agreements and/or the performance of the obligations and duties thereunder, or the obligations of Global pursuant to all applicable local, state and federal laws, males orders, regulations or statutes. 7. Global's delivery of this Assignment shall be expressly subject to receipt of- (a) f(a) certificates of insurance from Assignee in accordance with the insurance provisions of the Agreements; (b) payment by Assignor of any outstanding accounts receivable; (c) unlimited personal guaranty from Nitesh Patel; (d) payment by Assignee of a security deposit in the amount of$20,000.00; (e) payment by Assignee of the $25,000 Administrative Fee as required under the Agreement; and (f) a completed EFT authorization form and Foran W-9. 8. Any notices required to be given to Assignee pursuant to the Agreements shall be deemed sufficient if provided to Assignee at the Premise's address. 9. Any notices required to be given to Global pursuant to the Agreements shall be addressed to: 2 SUNS, INC. 800 South Street, Suite 500 Waltham, MA 02453 Attention: General Counsel 10. The following information is set forth herein, to the extent possible, in compliance with applicable law: a. The gallonage volume history, if any, of the location under negotiation for and during the three year period immediately past or for the entire period which the location has been supplied by Company, whichever is shorter: Assi nee in possession of information. b. The name and last known address of the previous dealers for the last three years, or for the entire period during which the location has been supplied by Company, whichever is shorter, and the reason for the termination of each dealer's agreement: Assignor. Agreements assigned to Assignee hereunder. c. Any legally binding commitments for the sale, demolition or other disposition of the location: None. d. The training programs, if any, and the specific goods and services the Company will provide without cost to the dealer: None. e. Full disclosure of any and all obligations which will be required of the dealer, including, but not limited to, any obligation to exclusively deal in any of the products of the Company, its subsidiaries or any other company or any advertising and promotional items that the dealer must accept: As provided for in the Agreements. f. Full disclosure of all restrictions on the sale, transfer, renewal and termination of the agreement: As provided for in the Agreements. 3 11. This Assignment may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument. [SIGNATURE PAGE TO FOLLOW] 4 IN WITNESS WHEREOF, the parties hereto have executed this Assignment under seal as of the day of , 2018, WILLIAM BURKE, Assignor By: Witness an Individual Name: (please print) SUNJ, INC., Assignee By: Witness Nitesh Patel, President Name: (please print) GLOBAL COMPANIES LLC By: Witness Name: Name; Title: (please print) GLOBAL COMPANIES LLC 1 By: Witness Name: Name: Title: (please print) 5 EXHIBIT A List of the Agreements L PMPA Franchise Agreement, effective as of November 1, 2017 by and between Global Companies LLC, Global Montello Group Corp., and William Burke, in connection with the premises commonly known as 260 Winthrop Avenue, North Andover, MA 01 845. 2. All ancillary agreements, as amended and extended, pursuant to the PMPA Franchise Agreement effective as of November 1, 2017 by and between Global Companies LLC, Global Montello Group Corp., and.William Burke, in connection with the premises cormnonly known as 260 Winthrop Avenue,North Andover, MA 01845. 6 GLORM,CO MPANIE'S CORAL MONTF1,1,C) GROUT CORP. AND - u v 4p `€A1;A, OF CCI I I.IV'I R I'.( I I AL:S 4 AGREI—"NIr.NT A9TICLF 1 4 4 1.1 PN4P:4 Franchise Rolarlonship 4 1.2 Related Businesses - 5 1.3 Lease.Provisions 6 1.4 No Exclusive Markedng Rid€it, f 15 "Perm ARTICLE 11 6 PURCITASE AND DELIVERY OF PRODUCTS 6 2.1 Purchasc Obligation 2? Prices „1 Terms of Payinent r 7 2.4 Credit;Security S 2. Deliveries 8 16 Other Terns cna Conditions o�Side 8 2.7 Franchise Dcnler Product Control;SatfwPrr�r:ls 2.8 Effect of Quality Violations;Samples 9 2.9 Product Quality or Quantity('fa")"s APT10:I III io NON-(1%,IPI';fITION 10 'i.1 intentionally Deleted ARFICId3IV 10 i'A1.T'ICIPA'I'IONiORGANIZA€IONrAL-FORM 10 10 4.1 Organi2:ational Forrn;Key Individual 10 4.2 Participation in Business;Multi-[;nit Operalors I I 43 Other Entity . 12 4.4 Disclosure of Onership Nterests tii 12 4.5 Waiver Alit IL I.Ii V 12 C(i1<1-I1)F'NI'IALITY 2 5.7 Confidential lnfbini Ltiot, ` €.xamples of Cconfideniial Ti;ii>.ni.?ir:r._ r:nt 1 4 5.2 5,3 Lase of Confidential Information, 14 14 5.4 Remedy;Survival AKI ICLE V1 14 STANDARJ)S HANDBOOK 6.1 Standards Handbook A 14 6.2 Revisions 14 63 xjinirnura Arccpib1�; i.al;nt l IIROPRIFTAR: MARKS i5 lj :.1 use of F`roprictuu) N€:rrks 7.2 Non-ExclusiVe Use 15 7.3 OAnershipof'Proprietary Riuhts 13 ARI-R,'L, Vill 16 A'N'A(3F.\4 AND TRAIN IN( 16 8.1 Employee Training, 1 1J N.2 Educational Meetings and Seminar }� 8.3 1 rah3ing Expens€.�s AR'lICI F IX 16 t.7pi-XvrIONS lT 9.1 ]rnporlance of Operational R,.quirum-nts 17 9.2 Operation of the Busincsses 17 9.3 operating!lours 17 9•a Ilse of Marketing hrcmises 17 9.5 Equipment,Fixtures, Signs 17 9.6 C'u toner Sor-Jce 17 (i,7 Clean;Altractie'c and 1,unetionztl€7p lctii;Ei 17 9,8 Maintenance Obligations 17 9.9 Compliance>vith ] aws.covenants i;n:I ICc tti�tic�nti 13 9.111 Safety Procedures 18 9,11 Image and Trademark Standor€1s:Promotion f"ro�tr.-;m, 18 9.12 Staffing i 8 9.13 Conduct 19 9.14 System hiodilications 19 9.15 Retail Credit and i)Cbit 1'ro;irur, 20 ri_16 Technological and Commuzli-l;;->r, - r0 9.17 Inspection i t} 9.18 Pricing 9.19 Environmental Standards 20 9.20 Maintain lnvtntory .AR I'ICLE X 71 AI)A"FR` ISING,pROM0'rJON;AND MARKI'Ti`C' 2[ 10-1 General Advertising: t I0)2 Local Advertising Approval 21 10,3 Advertising;Contributions rAW1 ICLE X 21 INSI RA'CE 1 11.1 'Types of Insurance RegWred I 1? Additional InSure[k:-, Subrogatioi€ 22 11.3 Evidence ofInsuranec 11-4 other Provisions -- 1R?I LF,X11 23 1 ItANSFER O [N"IEREST,S1 RVIVORS]'IIP 2-3 I2.1 Consent Requirements 7 12.2 (,oasent to Transfer �� .12.3 Conditions to Transfe+ 25 12.1 Adrninistrati.c Fees )5 12.5 Survivorship 26 12.6 Waivers _7 12.7 Assignrnant b* 631001 27 12.8 Communications witl,7 ransti re s �I:I ICLE:XIII 27 Rl(iii"r of ius-f REFUSAL. 27 13.1 ?light of First Refusal 29 i3.2 'l ransfers to Irnntediatc F:3.mil) tit 1 WLli XI'v �y DFY At`I,T Al\I)-TERMINATION 25 14,1 l ennination OI I\I()n-renetial of Apr-t'n1f?l idri l I rilnl131J� RCi»L tt:i5flli7 30 12 Right of Terniinatior�I)uc to 30 14,3 Accrued Rights 31 14.4 Remedies of Global ARTICLE 1CLE X V31 OBLIGATION',tjpC)N TFRMINAT103401t 31 15.1 1'ermillaijoll of Business 0[),U(ltiO!, AW-1 1(:l,L XVI 32. 'I A X171 ,p1mMI I-S,IND E,13' i'UNE SS 32 36,1 '1 ax,Duty,Fee Due Cylohal 32 16.2 Local,state,FcdcraiTaxtA 32 16.3 Indebtedness Dispute 12 16.4 permits and Lice5lscS32 16.5 Notices AN t'f CI F X V 11 32 "I-::k"D FIN T CUN I-R A C I-0 P, 17.1 Relationship ofthe Parties 17.2 public Nolificadert 33 17.3 Other Fr�.,,nchisr Dealer Obliga!ic•n,, ARTWH--' XVIII 33 ION 33 18.1 Definition of Losses 33 9.2 Indemnity 34 Notices;Choice of cuuw,ei 5 Remedies 35 18.5 DefenSCS 35 18.6 Recovery ObiiPti"s 35 18.7 Claims against Global 35 18.8 Criminal Act 35 18.9 Negfigrlw--Willfid ARTICLE XIX "5 FAI i,!.'RF TO PERFOMI ALLOCATI( 19,1 CrelleValcouth"gerxies, Allocation AN I ICLF XX +t, ,.\I IS(.'ELLANI-OUS 36 20.1 Significance ofTerms and CoriL',4;00s .17 20,2 Approvals arid Consents 37 20-3 Strict Comllliancr. 37 20.4 Notices .1 20.4; Global',, and CC','s 20.6 Claims 20.7 1,jillitation of ;E 20.8 Entire 20.() Severability and Coi-,<:LcuckK it 20,10 Third Par"'lZig-ht, 38 20.11 Headings . :c, 20,12 Joint and Several 01.->livations 3-9 20,13 Global Approval ,q 20.14 Terms on RcievV21 (1 E X-X 1 39 fON- ,1VL FRANCHISE OLAI-Lil, 1 1.1 t3usiress Prsi s 21.2 Representations 21.3 Receipt of,-'ittachMen(Sard Dir 1r sur: 40 21.4 understanding of Aqreernerll�--Cork Vaia-,ti r 'I his PMPA Pranc;hise Agreeinvot("Acreement")betwoun Glob: ! C-nmpanics ani#iilob'c.! s`lontellu Oroul. (.'crrli.iccrllectivcl),"Global"),having an office at 800 South tet et, Suite 50`1, Wakharni MA 02453 and EtJilli,.m 13u11'e("l'rancl!ise Dealer'),having a place oI'i'Psincss ai 260 11;int!s'W�AV e=.Iue.'.North Andover. N[A 01$45 ?'eta:k�'ting Preniices"),takes effiva on the date speJCj(d in so-- toll 1.�. I IF_HI i'l !(i\ti �,Iossar) of the terms used in this Agreement is Ontained Fn tTie auachmen.r er,iided`=Definifuxrs" whWh is hworporated into,this Agreement. . L S �. As the result of substantial expenditure u#t !I.e,sl iii. ci'rnrt: I x r,c:;.1.:,5:un\dul3il C'i,r,iort tine; ("Supplier")has developed a unic)u,and disiinctive sus*cat, ' �.t,°m' :err t TIe s,�,h.of Suppliex-hranded products at Supplier Outlets. For purlxises o,this Agreement,a"Sn},l;lie: Outtet"means tiupplier-branaeu retail motor-fuels outtet operated under Elie S)stein. R. The distinguishing characteristics of the Sy�terli tticiude but ar not !invited to:(1)supply of Supplier- branded products;(2)certain procedures and methods oi'Supplier-bratBed producl sales;(a)distincll e ;;rpenranc.e,decor;design,trademark arid uniform st€i:I lards;{'.}n,iinue cl,d specialized marketing tectmiclues and materials;and(5)at.lvertisir.v_.nd tlrontotional 7ro�.,,rurns-<all of Which are integral.a:Id impov,int to Gloh:.l, franchise Dealer,supplie.-,and other Supp-Her Oi,tlels. ( Supplier idenfifies the System by means ofcertain ir:+cic:nanies;svrvic� marks,trademarks,log+:s;enil',1e�:t and indicia of origin("Proprietary Vlarks")includir:g the name vnd rn€rk"Mobil",and such other names. marks,logos,emblems and indicia as Supplier rna y frorn time to time use in coiint=ction With rile S}'stem all of which are identified b) custorl:ers as F.Eing standards of exceller:ce for Supplier Outlets and products hearing Supplier's trademarks. li. Pursuant€o an agreement beti�een 4u}iplicr a icI tilubal(:h( "�upj)Je.r Aeteomn—nt''),Supplier has I;ra:it i (ilobal the right to estahlish Supplier frauchi i%:es and grant s€x1i fra r,cnisres the right to use Supplier Propriowq'Niarks. In accordance with s!cl: atreentent Global has cornrniucd to ensure that all of its francliisees abide by the System. 1_. Upon the following terns and condi€ic:tts�I d u+)fi iittni S.ttt:tis Sri:',i;C tonal and the franchise )rt�c r desire to enter into this Agreement for s,iic'of t'.Ic zl;c Nlarketirig Premiscs. i'he parties.titemfore,agree as btlows: IWI]CLE 1 GRA N'f j_. 1'lil'A}�anchi4e 1elar,unsh t3j €his.1g:r n!ui;,Ciiot) 3 + .: i n, . Jealcr esrabl_sh a nd 3'`FrlinChtSe€2elallursh!p' as dtfim:d by the Petroletiru �tl4t2.4tlti^�Prcet!Le.,An i (j.S.L. S'eeil0111 2801-281)6(the 111'?MPA"). Subject is the t,rIns and i-'jwr'.Iion-- i .:ti5 AgeP.?1:PnI: tt,) Global granLs I iarichisc 1}c:r,lc: the ri hi 4a ue thosi i'ri}'ri+a4r) l,rks specified 13} (rinbr:l tin is time to time lilr use in connection %N,ith the sx1r.of the 3'ro-:h!:Jt,at the Maiketing Premises; .S 161 Franchisc.Dealer shall p urchvs:°11 €'ro.luct,exe:latii.e v i onl(iioki l for ret;}ii sale,it the N1wketinnPremise.:and (c) Global grants Franchise' l)t:<;!wl t:hc riei,t iu q(trme a! pile�:itr:eting 3'r Anis.s is a retail rn]ior filels business under tate System(the 1;ot,)r t=uwis RI!sisi:ss' ). ;? Reiated Businesses. Subjer..t to the terms and conditions of this A�lec'ttri:rit, {a} Global consents to the operation at the Prcnus;�.<. cjfonl y ahe additiortai related business(es)listed and initialed by tile.E'ariies in!:cction !.2(-)(uw"Related Iiusillesszs-'). Franchise Dealer acknowlzdge's Nit Franchise Dealer's op r.iiior,of the ReluwO Iiusine:.ses impacts oustomers' buying eaperienCe aL[1:C i* vlket:rl-8 l'rcini�e`_,and castor!ens perception and acceptance of Supplier branded produ(:ts.0,c S':;tenl and clic Proprietary Marks. Accordingly. ]rartchise f)ealer may operate a ttclated 13us'sr:es.�only :r €rt.nhise 3)e.tlet c'r�mplies ttith requirements for that Related Business. )f Franchi,e i)e«ler fails to comply with the requiretnenls for a Relate.,Business,withoi!t limit hm Global's other riglirs or remedies under applicable l_a`v or Lander this Agreerni.nt or a related or supplelnelttal a01canu-ni inelodinP tcrrrlinatiorl or non- renewal of this ALXenient and the f'ranchisc Reir[ii0r-, hip,Gi .bal may require Franehise Dealer to stop operating the Related Busi:less at the Markcling Frc'nli ( re,Frnrrchisc'1)cMer S!i'Lil not operate Liriy i .rdile.acs OT:cliff: b) During the Tertics::t the Atari clic: Premises,except for the BuslnesseS.or chamge,deie:_crr and Poletad BLISIrteSS (1111CSti agreed ir: tariftg by Global. Nothing contained in this Section 1.2 n;al i,,c c.,nsrrued t;s ii-miting or preventing Global from ebangirtu,deleting or ad>jillg: (i) a Related Business if this Franchise Aoee.rert iS is.n:ir,eled err renewed or upon Ihc. termination or refwwal of en}•suplplemc.nlal ar relarcd aarcc hent,or a'Ptictcd Busilless as perm itted•'_r!der an s€1iC:ie •. i_I i:tom t(?i.ttat busi,esu. i c) -,L he Related businesses permitted under ti is > i.rccmcnt cvt 1st c t the foil,w-ing: Initials Franchise. Global Dealer 3- — . :'ranchise Dealer-zLckt otn jedaes tl]at GloLai fJo-a r'ut Ofl,.:i-ail} (11ol .is lllob)!i ohlinted to make available any Related Businesses). franch; l_: l)c.:ici truest obtain operating,trademark and other rights to any Relatwd Busines::directly f-orll the appl L;A,ic;third party having the authority to grant those rights. ' Any items specified in Section I?(c)arc u;llcctic'ciy referred io as file:"Kelatcd Basinesses'. F;anch1 sc Dealer aci;.nu wicd„es l Lal lilVb�l'S CUi',54Fi! ?ti: ?, -,<':lilt=.: 3t!<�.l!1c:S '.'�Co-'L`.ined herein Sl Oi! only apply to the original I enn speciiied ii, tie.:Liou 1.`o3 the- Uohcai expfrssi rescn e;its right to vwithhold consent,if: its sole di,,Mtioi;. ro: .i::a :1,:;t:ii',::.irlc.lu lir Related for which Global previously provided its cw,scnt. t!psrr t:ny n; oi'lfic Arreenlc!lt. 1.: Lease P- revisions illi )-ran chise Dealer shall comp))'L°dii'e'r Tt1l.1,UatiC t'I'll\ Sc01 £i1 F.Cili;ii Ft"''CtD iii EShfbC E� (;ter' 'l.t_'ft�;: Provisions”).which Is ineorpw-,itctl inw.11115 r�.4rf:ell': ill. {b) Franchise Dealer ac:kn0vr1e(1geS lli-oiisior:s relcrrc(1 io in thin.4ecttan I.=. I.l 1`n Exclusive Marketing Rights. f his ALreerrmnt and the 1 rdnchise Relationship created by this Agreement do not give Franchise D"Icr an cic.lusivt;right in any m'ri'lct:t or p�t•oc,raphic area to sell the Prcxiucts. At Global''s sale discretion. it nl:ty eompctc with Fronchise Healer by: (il its cl? {�) i:slabltsh)ns�or CDnitntltn2.ai If?uaLtJ.�r:s o!c<,fl'2Twhl.,,eS. Co137n11SsiC)neCl agents. cr!terprisc and any ether businesses', [tl k directly selling Products,or prodm;ts U{ ❑Ii l7iHtl 3 G: .::;7';,cr(gpyratiTig retii!l seri ice tiLatliFi; convenlenee stores,autoniolivf.repair held iithcr SC:r1':CC_,-n(i ale!; other re[ated bvsine)su.,- a, locations of its choice. 1.5 'l he,Perm of this Agreement k for a laxed poriod be,;in_]inlg t i); ,' vember L 2Q17 and ending on C)ctober 31. 2020 By i�-ritingtar;tisl;c4 to Franchise llc lier. Cilo'+)r:l n:e.v grant ternrurur) extensions of the 'I erm for Periods not.exceeding 18,,'daps"OY eacl] i�tlbli)R. it:i?:L '';-tUt1 IS i1Gi t;' I e Ci`1'.SITt r:(i s':1 a renev.al of this Agreement or of a ,Fre?Jlch se Relationsl;ip. ARTICLE 11 PURL 1ASF A\13 DELIVL RI'E3}'Pt3t,B[= f S Purchase Dblieatinn. (a) Franchise Dealer shall us(:good-i,iih and best eftbrts t(3 rn xilriize the s:�lc nt tlta litirketitJF Premises of the products. "Products'-me2ns motor Cuel is: (i} sold by Global with authoriraiior) for resale as a Supplier kvandcd product; (ii) sold wnsistent v,,ah tt'at c.i,ti3orirAitiurJ. t;b) Franchise Dc;aler shall purchase directly from (.jlat)al, lnri:J�L'113c'Cerra ulthis Agreefn tit ;1C1 f;r deliver)'at the Marketing Ft'ernlscz tilt li)lic ,i in til?in:'.Itn cl-li-twit!es(if Product(the"t.011ti<ii Volumes"): MonthIx 'y�iitjirnurni ac(t(tirer;tent lnntla] \74.?_ezt lm iter uiretre;:t 50X0 600,000 Without hmitine tlic gmiera-i t'i iltiift 1mtflll:;Tai yrarc,l':is( Dvi4L-F Pri)(Juct SiitE:S P-no _ subject:to the tern's ileo'CC)niilt7O C:.th'S agree in0!i;. (�ili'i17 i'1C 1 t'*fin i)i this t�LrE Ci3!C3it; F anchise Dealer shall 1',urch se bircc.il�'frji;;G!41,11: of c'e'i.e.r. ul L`ie 1tar1 etin�.Premise:, i:` less than 7011/f,of the contract Volumes listed ahovi:in SeCti(j)'.l{ll)tithing any given nlanih or year period.The Contract Volcmes and the percentage of the:comract Volumes that FranChise Dealer is obligated to purchase Jilectiy and cxc;iusiycly front global arc sob.jecl to niodificwion provided in the Lease Provision_. (tl} [dobe], I❑its sole distil",.tiiOn, Iiia+ Niki fnvi'C LISrai L!7�l-C�ii Li::� VC)ixnf.-} not Obil�a{Od[i?du$0. It t27C lirSi :'.'' I'"i t3"!i�nlJl i+ illi; .iT:l ii i!(rt fail month,tile.( onwncL �`t)i4117Je for that D10110' i5 i13L t..ol:Yi'k,j �'i+I.t1,7C ;rli tilt.C'.(`.[;'�::f);�r'ti"lit'. n]ViJlh_ l'rPrtilPG;Ul"th., number of days in the jxJriial month. AL J'D)duct sales;abc+,'c L)v Cnntract VcrWM?:arc SLJIJ"':t ro the terms and cru)ditions of this Agrcrnlelic. 6 9 r (e'1 Franchise 1)eaier agrees tobLll Hurl;ccei c c.�Ci:Shc.jv from Uobai all of Ehe gasolillc%diesel sc,l(i by 1 CanGhist IJCalcr�tthc MtiC}tSll) Frt;Irse tl Jazct,i l ]it .l r n.av c.an sell or rcc�lYe or diesel ftom any other {ntrc'es et elle Marketing 1'r:r=lisesl. Prices. For all products purchased under tllis?.grc.rrcnt.t r nChi:e lkiaicr shall pal'ii!ob !(:onlpa??ic s LL('the price that i5 in effecl at the tithe of!oadinE of th;•dciivery N:hicleunless othen:•ise specified L; Global in �'ritirTg,prices are prior to taxes aid are subject to change by Global It an)"tin3e anJ��it?lolJt notice•. L'1TJIs of Pte1• '•;Ceps to De Ec? Linde, `uctrc,tl 2. Franchise Dealer shall: (a) pay all am Cl Llnts clue ClobJ tlndl': tall'- :'�!-'.i'LCir li,'ii IIi i! \-�:::]'r:;.'li:; II�Iho nlamier L;Poc'liled L- ' Global;and (b) pay for Products and sMices al I c-Iirl:e()l'dclivzry an(1 pr-)v sun of'services. The Method of payment specif iid h,v Global iittj'ii:cIude(Aobc-,Vn illi&i ra1151fr(:)✓FF) program, certified check,bald:or othl_r tim racial-instit:ltlo check nl':°r3v other Yrlethod as Global ma} designate from time to time,at its sol: cliscr tinrl. �,lc)i 3k ni,y;hzr e, and Fm!ichise Dt alcr shall pa\, ft-e' as Global may ft'orn time I duke Tech)'ar?(! �S 8?'c+pE!'nl ilk'd'. I"=', 1101)..r(Ur any lard pa)'171�n1s.i4)F ani checks or bank or other financial-institution debits thui are not hon(;;-c6 by I ranchise.Dealer's bank k},rrlil(:. a financial institution or arc otherwise returned nr rcve:sed I)) Franchise Dealer's bank:or financial institution. If,as a result of any dishonorcd checks or debits;Otobal revokes or does not extend credit to Franchise Dealer,C;lohal stay also c'hare ,and franchise Deaier shall pay,Tees as Globai may from tine to trim specify and as are permitted try l.aw,whir:h fees tare detc-xrn add by Global to recoup its costs land expenses in adrninister'ing 1=rancitise I7eAe;'s pa)meets under this Agreement. Cash discounts, if any,do liUt apply tU Vixes;1r81ghi charges or Qcrlialn'1'cllar,es• (ilobai :1-°a1 i`ithhold:si'.lofi or('i-C(10p a:t)- due and owing franchise Dealer or held,by 610ba}orl bL.ha!f ef,pI-r=lchise 1)(:aler under+his •#greement. t,ny rcl:atcd or supplemental agreement or arr, other agrc:i inlenl bele"coli the.i':n=.es trout or against any arnount owed by Cranchise Dealer to Global. ?..I Crcdit:5ecuritv_. la, In its sole C"Scretlon.Glohal n?ti)' exicnd cred:t:o Fra,whisC:iJl::i;el ol)tt'rrlis'4ad uonditiow,as pCCiflCd by Global,rind Glob,-i IDW, P[L f1'Tl:e t4rnl5 ?lfi r,,-fiitl(r'!S of c*edlt,or jc or'e uvcdlt. ?'1 any lime or front time 10 finie,at 1L'; 1'ranCii;S 1)Calcl"ai ;I provide to{hobsl, and rnalnt£i 4c '."!!L?'�Jtf1cIC'.iil r.'-ticC'i:?-`17::;:1??(:Cit c)r more loads o' Product in such amounts and ?.>rrn:+^s(i1;4^.l rr:� :.l i:cll>' su.e iiscrGtion( l roduct 'Security"),including a letter of credit cl Gash i_lel,osi`_ :No :;r r.:st Shad be payable upon vrly deposit except as required by anp?:ctable lo,.al 1 (b) Global may use,without prior Lichee or;iumood. any c,r ali o t-:c product Security w setoff or satisfy all or any part of any indebtedness or obligation of 1;' nubile 1)eale: to Global incltfdir:r, but Dot limited to.indebtedness risin,l Siam purch"Ses uii;l : 1111s Ap eenlc t:t, it Global use_ail) Product Securlt}'til satisfy 311 or'-.n.", i;arl Cfany 11idC t�ic'U ill: :-CL'�l?11�;8hifrk;1'1'1:n C111SC l)eil?er immediately shall provide UGI)ai'kailti additional scclsri".,..:, l coked by(iiobal;Lo replacr ih p Product 4eCUrkty used 13)'Global. 1Oikill,'Inp nJil-renL'st-3; '. i 1%Irnliiallon t)1 the tranehlse Relationship between Global and =1 ar+chile Dt:aler,G;,)ba Seal' retunl to f rancliisc.Dealer, it accordance 1Ntth Global'S pr()Ce�lUfq:S then in eftc4L, n`,.' ILil':2.F!lliiS poo Ion of"the P,"�dllCt SC(:'l:rlli r.,.. Tlot requirmd to Satisfy all Of 1111}' lilui:k'ti:c ili:s.5 i-I';lei?e1'ablit l:L1(tn of l'I:ini'.h1Se Dc.1::c"' to Global. fel At G;i)i;al's rcyuest a:any liJr1 ou:ir,;tttc I Crt!:• ! r;?: ti5 _l�:l' ::a!i S!'li 31111 del;v'er to t-ilobai Cl SeCal[]ly Agreelllent,FirlialC',l ti:af_1:?cat,(-F[�Ll)e! Q!)i::.i;^."'t'['.C11:(m.�.`•(fll'l-iill li).'a["l'C'aSC`='1:11=1', ' 7 speckf} to estailh5h or perfect t.il(il1(ri'S Sl i I]TIL}' tiller Si lr.;1it PrUssuet��l llt'Ity.�(?(t til (lirC ail\ outstanding sums(including poi Xi(il dallaMz:s undc-r this et :.,Fly o0wi'agr,�cmcnti awed to C31nb =. (d) if Franchise Dealer defaults in tlla+pr,yrrlcnt of(:r., c;'liraiiiitl •r incchleurres In(;lobal(illclilr ir+ any indebtedness arising from Plllcl:ases lander this A,ee,mcnm or otnur ise fails to colllpl)' anv credit terms imposed by G.Iobal,Global nl:;; t,it}"out nu`,x or detll(:,l(i in r,Cldition to an.v other rights it may have(including ternlin�1tinn or n u- enc.+:+}of this Agrecnivni anti thc: Franchise Relationshil4): (i) immediately suspend deliveries of ail Producls; an d'or (ii) applyan'Product Secadl\' %%Ilil:ii F_Mr,(:VJI DGU!'CI n?F.\ h-'-Ve�14�=11 to(ilobai to the payment of the indebtedness or obiige,tion. {c1 At Global's sale election from t;ll;e.to time.,rc'c ipts lronl 1 -i-:lcnise Dealer`s creditor debit(:r,rd transactions(for any purposes)may he ap,^.licd ht'(moi( due from I=nane}fisc Itialir (whether or not said amounts Fre then pest d(el.Un(i;7tnchise Dealer hereby irrevocably assigns to Global all of franchise Dealer's right,title,and interest in ajid u..the proceeds of all debit ano credit card transactions occurring al the Mr+rketinz P,enl sEs. P-)mcnt for Product shall be due uncOuditionally,franchise Doled Shall},^rt nt ri,ht ci'dcdu�ti rr or set-of.. ,3elivt ries. Global will deliver Products to ;U!:`.larke0ni, 1'rc::rli, s i)n;t=_rrns snd(011diiinw;as spec:ii r.d h'', Global 111 its sole diLcret1Q11 f'Ovl)till'lid tulle. }r3 iclittic F Jc lr: `.tlllt i::l:c:ill a:.tiuns neCCSsary to 1(' Ilii I the receipt of deliveries,including-prompt removal of son,.;a,nd ice trt,m all fill c:.p,rc'es. Glolsa>mai',bin is not obligated to,make single deliveries of Product of fess plan: its st.:ndarJ deliver, quantity as specified by Olohal froth tinge to time, Franchise Dealer shall pariicipat(;in ani comply with Global's product (ielivery programs and policies in effect from time to tithe. It'F ranch:si Dealer fails to comply With ur ate in Global's delivery program or policy,without lir'liting 2;ly('then remedies available to Globai, particip Franchise CDealer shu}l pay to[global a reastltable t;harge ir;,pos'ed iii�a:�cs,ruarcr with Glob-91's diliver). policy or program to recover administrative or deliver'costs resulti,iw f:-om Francl;ise Dc.Oer's noncompliance with the.prograin or policy'. Franchise Clef ler she l ace:c};t kli\c" (ai Prod' 1 E\'lielh�r(: not}'railcluse Dealer or anyone els::represeaOng}'ranchisc l.)":'-lel'is on ilic iliarl;c;tilig Prc;inisL":to reg-i i\c the delivery, Franchise Dealer shall pay to:all deliver(d F'rs;:i�ct ur e;;lciiti(i=ail)',ally\tiithout ally rill! i }.ranchise Dealer for deduction Or set-off. Other Ter-:mss and Con(iitinns of Sale. Fi anc;his:-Dealer sirnll a (:a 1, d spensin­ and storage fiacilitics tt', are owned by Global(ifapplicahle)..or bea' tllc SuppJCT nur?7. r i'rc);.rietar\ \narks.only Cor thw stor,fg(:., sale of the Products. Franchise Dealer shall pui chase a-id rcuc li :tic"rodoci, ails use•the Proprietary Nltarl;s,brand names alld pairkaginp Lhi.t!,e rn el'l e ccd til?d 1IStJ L\'t;LiPPE;t'at11i 61obal, as deternmfa 1"t Olo.bal. GiobYI or Supplier May,at arts tinw.,acid rf w r,rodnc:,-or Ali 1 ll FraeC,SpC:GI1)CitI,ns, characteristics or deflve3l'packaue,br?l'lc-'1<a,.. .(}fail!'Prodnct ti{tid -d f.. this,Ag:'eement,and the Products so added ur changes?Sha"i rr.rn.�i,t:r.tic t to this.4grcerrent. Global Tirn \ discontinue the sale of any Product"ithout j:ffectirig otnoright.cr oblig tions of olobal and Franchise' Dealer under this Agreement. only Citohai has the right to deter?llim:\tiiiat Supplier producss will be offered at the Marketing Premises. 1'!'arichi5c Dealer Produce(`.iultrol:Cafe u�Y 's. 'r Istria c is 'diili'_ence in handling,,s1_oriniv'; sCf lint- and ani F?'anchjse Dealcr-h,-11 not cause or alto\V EI E' (',]rid::[n?t-:Gt?i'-I?,'i":1:?_i t,1.U!-;1-3331123a1lUn i); ut1Y 1TodtlCts: Franchise Dealer shalt rint sill,or oiTer Ri,s'u,c, li-Wll the`lar!:clic<<r der;:Eses; 'rcxilt(ls ti>'l!cit are contaminated or adulterated or fall to nlC;c`l 1130 Supp!I..r:s C=f' :liel SS anl'mded:'i tlleit'sole discretion:nom time to tole(::Fuel l:equi:'emcnts"). (alob4l r.«y refuse to make Product dc9liv,tlies intoany wrIl'until in Cilobiil S ud�L'i:3e;lL;i?lalit'i ;)rf1i;�:Uft't1 aiC C rfCCCCC-t. 1'rFllt,hhi' l.)CtitCr;llti!i shall: l' :} p?'otect Product rrorn aCulwrai.�i'ri, Y' ` q (t1) t:4mply iVitll the prUA iSlOn to in`.' Lh �'IiS ii'ti�llnila7YFi1 �1i:iEJbFiiS:. (C) inspect all stor&ge.tants daily. for N'i-tCr accumulation_ 'JrilCi-i:automated 1'.'ater re'ading.s are[1sUd::i manual sikk reacting shall be pOrFC)M']t'0 food r ,carclec.i at 1c;ast!.;ollthiv ti),confirm the accur€ac:, of the autoraittt:d madine; (li comply !Vi€h ail)'proceduri-S de\eiop,-d h St;i->!ger c r Cilc)bnl fi_=.l ti!]tc tts[irne to safegua'11?hc' integrity of all fucis being rnari:elecjl V.1) comply with all Yuc:l IZct!uirelticn!s: tt} -nmcdiately notify Global by iole.phow,am,c.)]:ftrnl in va1i. :1 , ' (1) a.T11 5Uspic ion Liml Frodc:pt is Co11 a-miItCit('d,!i3'--\t':i ail'adult=rA.t,CI Rer�uirements, Iii) if wattT('\Coe(Js V4 I.1CIt l:�'Ih ii]til:` !a(i'r:. (711 anY lir�:inttl)lin£Cyt l'rmwciS t.t(lle FrcirllSCs.f!' P (1Y� aii.: ,uspieioro that 5110 c_i','irC,n!ik 1?t from 01 paler SOLIrce.Lt the ( � If rcgnesTed,piol•ide Glo)ozal resulis Cif Fi'm :_t5L Of flroduil conducted by of fc,T the 3:rilrschh;('!.taier 31 l f)..r;.11 ()i())a! E(;Ci11t('.t1Ct testi aS(,lc;bal ]lily determi n th) upon any suspicion,of'aduheraticm: mixing.umaminati(ni c;r noncotrlplianu'c Nith 1.111A Requirements,take such action as(Toho:)mp" direcl, {i) s'nSlfrf'that the iilel illtel's spel:ired C)1'(ilof,.^^<!are us::u R)r alk pro3c C[s 0151%Cnsed, (j) u`Fier4 blending c'ispenscrs (kl Immedlatel)' stop s'ales Gi an) ipivld,,Ict%,,-h 's�: Cf�illal31�Y srChCti ill 1i`ff1c;C or more. .� f_fii:ct of C ualft ' Violations Sam ics. yrartchase I.)-sler a knc vleugc;S utat tfi4 saic of c;uxlil) products tits customer can trust is ane(`f Franchise Dea`er's i,tn font:rii�! corn=.ni1!.11ents and obiigations under thiS Agrcc•ntent. Frarcttise.Dealer's faHUTe to roi?tn!r N`ith]il[.,? :!igae,{gin; und--r Section 2.7 constitute:n Franrhkse D"lento comply v-1th a reas,)I mblt' Ii-;Jill if.�I3.-, .sly:!'-I f;Cai"l pr:Y\'iSloi3 Of tlnF AEI'e,owent and the f ranch3SC Relation-Aip, fi;JlChiFL U er itl�al: 45 i m plo�'taS aQCJtt it` Con[raucirs 10 enwr the MarkotinE f)rCitiities.::! ::!f rC::S Franehise Dealer's documents Rrid reenri-i`rela:inu 1,) n7r llc°[)Ci'l'4li] i-L']if7r '.i. :, P]oduct duality 0ruan[it)�-claims. Global is not i �bla Ic l=r a,rhi,sc 1)ealcr f,.), all defect in.tui lit,:.or shorwgo in qututtity,of any Proaucts&-Iivs.•sc J. n!esS: l: 1 ranehisu g7ves t.iloW v -,1 c:L. dispuies or dila rrument�,.c: s,c ., 'sti( ;i -•u':,5i ked f jl!c :., .t BLit". °•i,h:Ft )G),( atter delivet),. (I)) f1'anGl'lISC L)ealer provides Globul ur3cs.`:!t ?c:iCr51)7i tit �t?'i:;!lliSlUr�'[Iz;t.'i1C1i:5,i77l=dud}[7b 1i7:[1 designated sub-contractors, 1kilY. naso;],A,,,ti opporw:)l--) ti.)JL,spt;G1't7:v P-i)JJ:its and take test samples. I E HI ;WK10)IRE I!T 1S ARTIOLE It' j!ARTICjPA4 IWORGANiZAA KANAL FORM Runjiss WARN. i-ratichisp Dealer n-mg be M 00 RM Of an WiVichnilt or a corporeakin.,lini4d Jiability Qonjpxj-.,. or other entity meeting the requilenjents of Section 4.3 whi Glob l's prior wn'tien approval. (h) IfFranchise Dealer is in 2 fonm,wur than an WdNidwal. isr�,nch;Le Dealer sheil comply with dl,: requiye-nients OfSeclic)ns:1,i,a;tc: fill jndjvid,ifl c?:the kc:y indiidu3l (the"Key Individu2i")who must: be amynably aupmW w USA and have;cadyk (AuhW Q)r Wmen Wsn 01: A � � mem the rcquirernLn!,,or a indiN id',ji2l WAkF ihi�,.l Tf i J-j_\,!; mem all of OWN normal 'or: key i!­_fividual as rrl�y be in effect tine to tin-le GlobJ's rl�crnai requ.irc:mcna Ar a OWN dealer under WON-. 12AQ and SWI&Mod)y attend 2nd CMT)YIAL A Wniag prywr, required MW 14w M time h) Supplier andor UAW IN AncyKe dwWro m kr,IN iduAv The Whes WIWI d5ow the Key Individual cm the signature. if this.Agreernent.or by separate written agrectnem. or Uf Franchise DtAei acknow!edge', (AAA has enwrej into its Agmonwo"it Fr.nchn[kaw, in relianco or)Franchise DReA or the Ke)' 410204 PnWK INAMAn. (b) Franchise Dealer or Key Indic idual ;Tla)'0"A 1-1 01 01:Z to PIOTi:than erne IOCaIiUn Suf>plied by Global or any of its Affiliates(a"ClobJ Outict"),)jli} .hales or Key Individual is authorized by Glob?) in Nvriiing.znd has!i:livcrc;d aa) cohiLLc;rkil agrecrnenLs required in connection A Dealer or Key 1j iLlliO "';L, 4-\(.fd'iJ7(Jt OPec, II F1)G Franchise Dce!cr or iix Wy 1444 404"PaITWO ur 04TaKA: (W[is or operates marc town MW COLO OUR, (j i) is the franchise dealer r'or more Jionoii,(AkiNd OLAlti;0i' (iii) is the kc:) indiN iftil far inore,ihLo',ono OUOC - I€franchise I)c.a!-.r or Kv,, j,not L Wd.l W OpT, ih.:-1 rai:Jhisu lka;cro, Kf,,, devote good-f,-,iffi 211a wm vMws w to d:i,-o ­-,qy c p2raL701i and rnapagcln:lii Mc Marketing flrcrniscs. st; Key f f Franchise Deajvi or Kfy 1)� I r or l ridividual must dvvotc.WWRA,arid &I cWs W the dy O"Q Wwaticinx aW rnanapmwU W; of all Global Cutlets where he or site is the franchise dealel. :iie ne+ iudivitluial or the Owner ar operator. if:1 Multi-Chit Operdtor's$hail eXe:ul-ail document-,re%nircd i:, GioL.,l Crc,ss defaulting&;lu guaranteeing each of th4�1ti!ti-!.i=.i[ Upc gator;Cil;ob'al t)islet a. Other Entity. 1fFlanchitie Dealer is iJt zt tiuni other than an indi,iduvfL the lndid dldmll InklM c0111r. willi the following requirements: (a) The Key Individual must have legal and beneficial c'�:r r51:i1 of at It:, 51°/+1 ai"the outstanding voting strict`or other ownership interests tri the.i'ran 'rase i%c 'cl,unless: (i) Global Consents in »=tin[a to it lesser (n) Franchise Dealer and the Key LiJividt:a!con-4A% IT'S zind c'onjitions til S11.ai Consent; o f 1>) the Key Individual must be the uflicer of the 1-r_nchise D�:i&r i ith,aotllor4t and responsibiMy for the operation and managsnlert of the Businesses.and ic} the Ivey Ind visual must be autittiriceu w represe;u big,J=. rar�c��:ise Dealer in all matters arising under this Agreemew and all s.opleiriemel aild 1-cia"W'i all mutters re!,01n--'to the Businesses. (d) franchise Dealer shall confine its activities,to the cstl.l.>lisl.r!tint and operation of the MWI(eullc Premises ant{Related Businesses or,if Franchise Deal-"r is a `1u,ti-MrJT Operator,Franchise Dealer shall confine its activities ti}the estublishim.,ni and op ra:ion of all of its Globai Outlets and Related Businesses,unicss: (1) Global conserns in wri;int,10 1'r2nchJsc 1�calc.' `:=CiP.iillti:till}'rtllir=l'anti Viile$: :tuft (11) Franchise Dealer wlrll)13e8 V.'!lh.ail ter17iS 3nC CDiXfiJLTt O7 SUCh conscnl . {e.} l ranchise Dealer shall furnish 61021,at Gl,)WFS YCUUcsl f;iil,.time to time,documentation as specified by Global in its sole discretion to confirm €he compliance of Franchise Dealer and the Key Individual with the proViMons ofthis Seedon 4.3. 1�:'ithaut'inlitin the inlrnediatel} preceding sentence,Global mairequest,and F ismohi�e Dci ler shall farnish Global with,cubic$O 1"tanchise Dealer's ArtickUs of lnCorpw-ado-,) dQGUrneots,and alij other docurne!tts 61obal ma}'[tsSu;lF.b;i'r2ClUe5t till: it17:Iii "aEt.'iil%�I a�rC:L'n;�nCc Ili iinG[U [:: Franchise Dea.l6r)._Franchise DL!jur sh 11,fro-,pplt'rutil i;iob l w any or Occurrence which may resoit in 1'ranChiSt Dee!eJ''s(?r 4.reC h_tt} E?,nooalphancc v,!ith any provi,,ton a of this Section 4.3. (1j The lranSfari'of cry V[ltlntr St(sCtC(!rr 111`s'iie?'�IJJp i tereS!!i:i:l rinefriSe I7i:alel i�SIIC)jBCt tit Articles X11 and XI If. S } 'Fite Ke.) 1nd2Vidw!mu-stpro\'Iu� i'I t0:'.t 710 Cite-- a i:orttinning 11nCUndlirCsniU personalLuI`I8t1T'_.. vi } i.tC:aS;:;�t..!�... ` i�, c i.L.�La per.)•.;l�tiC2 Chi1f_'SilUii; under this A21Cement.all rela'.eu�R skipl Ic:SDcilta! aPr C(I'.cills; :ili c}I Ctifi'[ O')iiC lianS.c: CAobal,which guara'iteu mllsi Lt M rrn a!''Q sill"isulne u CC17t ;C w G!obul. Global may aiso require additional personal e.iarantees to b� ilrn!shed t�Uo-.r=i by -ine or more individuals (:} are spe-.ified b, C;lobu' ,i;ncl t:r (ii) or indiieCtlV-li(- ! Cst i,!i I'i:nC$iSC Diatic,r, I ; (Jl1 6LOF3A125}:12ANGl[S14t LI A'ilONSr11f'l Lxi.I_f'SI1 LLY 1'1"1I� I-RA?.`c`tiltiF Dl:".U_I i:. NOTHING IN TH[S:�(ll�l=t_1it �"J A1:^.Y t31:CONS]Ri 1'.1-)As CRFATINO FRANCMS1-'.OR FRANCI31S1.RIi I,A"IJONSHIP 1�11'1 f i t'1l: f t Y IN)DtVIDUAl. Ok V11 i"i i ANY GUARAN]"OR OR SITA.REIIOLDICR fel- R I-RANCllly! DEALER WHICH IS A (.'ORP0RATI0N OR 1,11ml fFT)I.[Af31LFF)' COMPANY. {i) GLOBAL'S FR4NC'I3JSF. REL:�TIC3NSfili'JS EXCL DSIV I.Y WITH FRANCHISL D AL R. `rOT1.11NG CC7N"CAINIED IN THIS AGRI_T,ENIFN"i MAY 131:CO NSTRI J=.D AS CREATING ANY FRANCHISE OR FRANCHISY REI.ATIONS1UP W11 H' ff K[ Y [NDIV)DUALOR ANY OTHER PIf FI ON IIAVING :AN OWNI.-RSI fit) JN"IERES"f INFRANCJIISE DJ-"Al.-CP. 11 j-RANC1-J]SI_D1 AL RIS A PARTNLRSHIP.THF.FRANC HIST: REI.AI iONSHIP 1S ONLY WITH Ti IE PARTNERS)UP AS('Cf?rS l l`I UTFD ON"f'`JI DA IT OTT IiE ORIOINAt.: FRAINCHISH RELATIONSHIP ``5.'ITII c:;i.i.Jf3Ai 4.4 Disclosure of Owrlersil Qlnierests. Fran hist Dcaler represenit allc? 54 trrants Ileal Franchise Dealer has disclosed to Global in writing all infar rsttion pertaini,ls a?al-.y dir:c€elr indirect Ownership interest Franchise Dealer or the Key Individun:Ina) have itl the' 1111(hisc:. h:t,in.ess or operasion of any Global Outlet orany other motor-fuel outlet r.1='con+eniellee-sirs.busires.s f`0xnership Interest")including location ofthe site{Si.business name(s); bmod em3Cm tend Belpre o the Cwt ler:'s'-;' Interc.t. Franchise Dealer's obligation ofdisulosurc under this Sect or:4. ,,olldt les during flit 'l erns. Upon acquisition of an Ovinership Tnte='est.e ranchise Dealer shall pr(;nrp.ly disclose in writing to Glolri infornuition relating to the Ownership Interest. Fur purpot:cs of this SCclian 4-I:an Oranersliip Interest includes: (a) the direct or iniilrt`C€G­11L'lSllip is f'}"13ni:tlrSc;t3c2,:or of tho K�c� Ind'vidual of a beneficial im ri' i in a Global C3utlet.other motor"-Mel OLAICt ar col;'.'°rli }<ee :e:re it sines,��Ilcrc legal title i he] r ill the name of another person 01 c,uity; r:cl l ralleflisr L)ti:ier cr til..Key indi`iduai of shares in a i:urporation (h) direct or indirect o�,Tlershif�h� where that corporation or all)' suhsidial; corporation Inas a lege;or t)oneticial interest in a Olobal Cutlet,other rnotor-fuel-outiet or cr3€rveniencu-store ht? in ss. J._ Waiver. Global's receipt of any ciocument_tio=.1 Or inforrt;atinn,.Uili not be a t­�aiver by Global of any requir,mentS Under this Aniclo IV or o? ::S r i_hr at itfF) tifnC t(l ITOLIirC lull cnmpJianCC With these requirements. C0N1=4f31s�i'hi ?.l (_(nlidcnsial Information. FranCJ17Se f)Calc ,c i<r u :� V` til t t l n.] ti.ifjpl' tiler:kfliliates ani their respective emplo}ees,cUntraUOt s, rfi.",0n c.genis,tin4l egersis i -.y be discIJ 1..g rind[r 1115;11ittlllt LO Francl?ise Dealer certain confidential and pror�ricl3lw infilrtnatiirl:("C ,1 1idellliai hlf(�rnlatiln")in connection Witt,tile OpffafiOU Of the IVliimi"J t;cts I ctinCs5. -�iCC:lhu:i:`.j-,FrUlhe:lllSG I�e'alC,'Slia il: (;,) it-oat and maintain C()rlfidee.tj�d Jnf-)mimior,as conf dcldi:J: I bi yUbject to SeCUon 5.7.use Cont�lxnii'::i inforo.?a 111:1 tele t..v isEi;f.Ilii."1 4i the I'%lhs)n 4S(:5 tiil U his Agreement;and cf I'eStriCtdl9ClOtilirtisfCOnll•Le?]i 11 sfiS:Jnal:;Dr l l IJ :x, r ❑__Cr1. j 10)Eeti (Or l'dCW agents who are dlrecil} colum;t..cl w i:h the f ieifOrrr:ar. C or 0:I 1 :%viij rc.lUire,nr i'ledo l l the Collficiential Infior ll2tiUf1. t'r811Crt1Se Dea,er 4t'.Ci] use ret'"S;),3cL'•IC CiiOrls it) rcgUrrc'its managms,employees.cOMI-2c"OTS 01"' (:CC)III Dill;I!w p'U;:ISSPIIS of this SccI;on. i7 �.? l dam)les oT Confide lfial Infoln7a€ioll: [c?n etled 13isclosurLs (a) Confidential Informations includes,but is not limited tc': The terms of this Agrccnl;•nt, inf(wmn(ion.records,kr-o:''cti£('_tcf:IlrilCl.ti-5_Lnj 1::1ci\'-lli7L1'in ilrry t()1'€Yl rL'inllllp.t�J ,11e ,Agreement andrnr ra€.erise Rt.latitsnsllill, uJeludii:g€hc Stanjards Hanclbcrl ; (iii) Supplier andor Global u"ir,ing.material;anti rl tci iai;relatir€e io the recruiting and mane~emr,r?t of(,mploy ecs and contraciort.: (iv) Supp3ier anc!lor{floral n1Gr'}a tiro stratecie5, t.:i:;€;�io;es. nrogram�, policies,1 r�L cif ili'es and methods ofclriing business: f v) infbrlllatinn reir titi,' to Sup`?liai :iYl li)r(,iii'iiia. iil�il' li!llalCs or tlicir resp i-clit'e franchistcs,eontrac ars anti vendors: (Vi) ini'Ormation v,hich 5u;lplier andlor Global dcsiVnne In wnzi+;t tram time€o time as coniid:ntial or prcprieixrA: ±vii) infonl"ia ion rolatlnw i(::'I0011,j 4-- (viii) Z(viii) '.ntor€77atio11 described in This Sectior,5,2(a)Qisck); Ud b;' tii'€)iJ;7Gr i'_Rifi(Ir(il()h€li 01,ti.: )rllratict or by ally otl.cr UT sysleni. (h) Confidential Information does not include information (i) Franch'is(�Dealer can flemonStF3tc t17.11 1a�c i?cr. (�) acquired dira;~tly or jnd rt!etlt trop,Supplier,Glohcl,ur their Affiliates,or (�) subject to pa'1 of the S(7l.rt:C that provldcii ITIC inf'sli-mation; (ii) at the tinic of&;Oosvre%V--,5.1 Pari of the puJiiti Ji-Tnb.ill,i;i' IJCiLtriT�S a r7t C '.fit';!!ii. IrC jc.nluiil ii1'i!li 11 puirliC:3t!Ui! Ur' {iii) aittr the t.irne of itiscl(+.,:rc ;f: communication I:11is 6tlrjcers, directors.ov:nc.TS. atllploveeS_contTacon.TS(3i'"v'til€s,who tiaJt7liCienll�:inv oNigat;en. (c) Confidential InfilrniaTlOn is r'01 ".t.f ti p:�u L'Ii1G: tiCC€Ir'.SI�.-i.-1 beCdCr54 Il iti k;rli l.�E?sGC�l €ll4re G.enc'.ral infc)ntlatinn in thr:-p(1Di1C 1.�I77dIR Ur in Fr �3CiifS2 l�::aler'ti possG'SSIUn, Information Consisting of a Gornbination UI fcain;-es(11'infor€nation is n(A C`i'=1lld2d u.nd..r Section 5.2(b)•nvrtl` because rR(i!vi{.ii:dl featurc%or in`orrr al.lon art'in:Iie'aU= k djm ain or in I=rarlcbise 1)Galer':- Possession.,but Only if the tGl lhi latl'�:: it E7 t1iC p bit _Sil Or in t78r:Ch]SE'pCaIC 5 possession. [(J) l'ranci)istr Dealer ilea} QlSclose l sir licic:-ii3 l order or governmentai diro,.ii\u I' r.ar.cL:. (i) prompt notice of the order or directjve;and (ii) I'eiisonR(A-,i opporlonity l:', k"�.: lcJj&e the u."hi of dir..'tlE't'o.plu-XCl ih,: ::011fiaei71icHLe any disclosed pr7or t(!(jit. OS1P'e tll8rcnt. s n Ue_ot_Coopfidential Information. f>urin�the f t.rril and for e pt•ricre c,`nTo(2)years after the expiration or temtination of the Franchise Relationship,Fri nchile F)caler may no:; e.itf:er directh,or iudircc:ly,for itsct, or nn behalfof or in conjunction with nnc,ther person,partncrship or carpoTalion,uyc an) COnfideniial Information for purposes other than❑peradr ilio Businesses unucr this Ylereerncnt. Nothin_,conuJoe f io this Section S.; may be construed to limi€f ranchise Dealer's obligations under Sections 5.1(a)and(0 t Retl3edv:5utvival. Franchise 3)eater arkrin.viedges filet ant. 13ilurz er,complywith the requirements or this Article V will cause Supplier and/or Globai irreparable iri ury. The prrnisiorrs of this Article V will sun ive the tcrntination or expiration of this Agreen.erit and apply to al' Corifde.ntial inform"=.tion uisclosrci or tr,,nsnlitted to franchise Dealer durinu ti,e Yr si;chi;e fieiaticlilr;,iio,v,]rf,.tb r prior to,during or after fiv i'eriu. AR FICLE' Vi STA\1)ARILS—HA IOSIk 6.1 5teqarcs Handbook. f-or floe reFsons acsnoi-, edg-c4 by Franchise li, er ander Sc ion 9A, Franchis+. Dealer shall comply li'i?h the standard: 1 sjar1Crr1 s")c nt zi;'. d i mr hand,bonk or materials distributed by Supplier and/or Global frmr?imv i, lime St .gra t r rantvhisr Dealer aQ[.now'ledges that: (a) compliance with the Standards,and any revision- unar<r Section 6.2,may require the expenditure: of sums of money by Franchise Dcider; s (b) the Standards are in addition to other obHgation;ar:d rc{uir;nlerts of franchise Dcait:r under this .Agreement;and Icy Compliance with the Stauuards docs r,ut relieve or enc.se I i i.ncLlse Dealer fi'oni other obligatioi.� or requirements,whethcr more t�enercil (-r l:fY;iit::t2iiv i:: i3::.%iV]•c4-ntC71C or i11i) retatCtl i1T supplemental agreements. 6.2 Revisions. Franchise Dealer ackhowledt;es that Supplier and/or Globai may,from time to time,revise the contents of the Standards}-landbook. The revision gray iris ludc irnplenient;ng new or modified requirements far an)'Business. Franchise Dealer shall cc,rtlpij with Suincaras as revised. The revisions to the Standards]fandbook are effective Upon receipt of v ritten r:cs_icc 1:)IF r:iRJ,is.,Dearer.unless a tate: is specified by Supplier and/or GION:").a<.applicable. t,. Minimum,�ccertt;blc I�ltings. (a j i=ralcltise Dc 31,r act;nuwledew that 6ltrlral a+lig?oi S=urpi -ri):.v but We sloe obli,xte4 til, otublish ininirt urn acceptahie ratin,s("Minirn.iu-i Ai;:l'pr h' k irinys")Ior tl'ie Standards contained in the Standards E{?,idbcxlti. (b€ franchise Dealer arl;tlo%0'nd2(-s the' #i) FraiicilisC Dealer's fallt ru to a Nc-,;c tl:-G' RaOn'l. lOr an)' S€fmda;: constitutes a failure b) FranAiseDealer to cvrrpiy s.;!It a reasonable anti mawriall, signifiCwntprovision efihi�. Agi-temt t and Illi:: 1'r1;i:;t3iSi.R6Aionship;and (1?) while i! €s Critic?l 1,13:2,F<I:..'h1.S� I Jwaer<.rhre;e i'!1z:[•.`li.-im irn melee r'tabie Aatirg,%,4tii, does n;li relieve.ur exCLttic t T"?iCt'il5e 1_�zAier Torn oii- ,er ob ii?aiiODs or req uire.Tr1L"ntS, whether more general or sgecitic.coruainecl in ti;ls�.greenlent or any reiatcd or supplemental a;ref:ulent . 1 '. Llse.o IT, using the Ill (0) 1 ase only the Supplier's mark'-Cl S as are designated ill wlitijig b\ (`SlobfJ fort ranchise D(-iller,s tiSC7 Win, !1S hien! it jjjC Lou-joTi-,yed Ond perfl)ih d 1") Global. the Propric.far) Barks wily fici the opi i;Boll W'10E , MJ'10 Marketing Premises a ' and i P�a(I VeM" i !',�r tric Moiur-Fu;ds Mlusires�O�Mddcted at the IM0 I.. Premises,and not iisu the PropriOatn \kxks for dM 01he'P,'1'130ae or i"any manrxr Milch mi%' it (;Iobal'S Or sole jud,-,ri-..(-r!t conn"use ar de- 6",C the )tlhlir,. (C) Not rTLjX On)'otf!Cl-PTOCIUCIS Will,fl'c prodl,.cls or or idult.-rale the Products in aQ\' ,S C,--Sup, rliC-Lij z ill tjiC storage,bl�ldlill- vvay,and not use the Prop!ielLr� . -"I dispensing or sale of arly 501J!Wrat�,d, Or SUbS!kLACd (d) Keep legible and visible sill Svppder signs and all 01)f ump containers ar! 7ps,containers anj equipment at am tune e I OCUTed on the -ag Pr Ci, is cc 6 1;S,,I!aOsc pl!-M equipment solely for the ProdoU M Exvepl as permitted in writing L,N ("lorim:, noz us., thz: P.(Trio,-Lr,, ns hall Of Ur"..n-chis-C dealer's corporaw"Or otter name. including v DBA. Comply with Ojobai'S instroctiolls in fijjil�and In-,Ae naniC fiCtiliOUS riame registrations.and sign and dclivtcr to ZilOf3nl an) cirinsk-j-jia nvc,--isory for the rcgistredofi Franchise Dea;tx's Corporate nanic:in mt'slate where C!-L�ijcjjisu 1)cqj':ur Uor aucts khv Businc-Lsesi. g Sign and deliver to Global any doc,"'IlGilts deemed Olcd)a)Of its counsel to obtLk-. protection 1j)j,the PraPILif!tar-)'NjaCr.,;or.o mainu-J!-, their cominucir validito,and criflorcuabilit\ IW61:lonship.im On the,cffeciivo date of the or nun-! o f 1 slop using the proprjewn,Marks,iml SLjppjj,-r'S color Ua&dress,service ffli,rks,logl)s- slogans and advertising and pmnlInly rciurn to Ololoa!Cl! t;SinLL4 and promotional mator�-'N i^ f=ranchise Dealer's posse-,Wll- De-je n n" ncr Franchise F�.� t�,�,Su Lile A,-reer W"hot"lirnilill.r tile. nnLy; a) grant other rights and fton-hiseS f0r lys, :AllltPi- ',?(::r: ]I)) use the Prof)Tiou'ry Marks for a:!Y-Purpose: ;n-l` 'or tht, -irne Or sirn--�',0-Prop,.-Mani' -Of any otherLicvelop and establish()the=s)2SWIDS A proprietary marks. and grant rights or arl} ri tela tC,jh; I.yl 7. L _14jIts. ec!"T er:Is thc-%d C and ex"I usi iPmflKRPI-i Q' 1214jits, Or the Proprietary Mlarks(znd flini i1clia1 r,Ii;:y A2iecmcnt, right to iIse,or license the us;of.sanic iii Ns-.ri; tic, SOMier o! 11 .is skill'toxltz.,hj:p in:tj-vs:or right in the Pvopllola7' Cilobal act Or(allure to ael Nvill L-ive e I)� r skill' us c..propric.,,ary Marks Fran,!Jiic:)eater:)eateri;-1111-CS to the All goodwill resulting from theOt L'1 benefit,and is the property',0!Supplier?:1d-"Cx-Glof ai, Supplier or Uoi-,'�l play,at ml.% 61-tic;change fin), -,-an,;and advvnisl.)��) Proprictiry Marks and Supplier's MIC, k,gOS! s!k used in connection with the Products or nn}•Business and subs£itl€fe an1� Lradomark, s;er-vice mark.trade name or service name for use in ccnncction witll the uysiem. jr,case vi ar;v chanac Frarchisc DuMci sim!i use the Proplietar)�Mar"-s color en?es. trLdc dress,seri ice m<:r'ks, lot c,'s,slogans and advertising:;s changed. Nothing contained in this SFcti()11 7.3 c.bl igntes Pr licliise llcalcf to pa) to U!obat ar!) cornpe1Liatlon recti�ed 1))'Franchisc 0)falcr for 2oodlti€11 i-1 CC1Ineclipn "11:'1 th I rarli,hi 1)eaicf'S I ransfer elfan Interest in the Franch;se itl colvplian;-e %`ilh ,lrii67,5 Xl; and XM- ARTICLE VM l:ln 1c71 ec TTainin Frarcliise f3eaicr shill cauz irs sales:-ssociatc� t.:i other rion-ii+anagcnlenl crnployt:es and contractors to satisfactcrih'c:nmpleie all training ineltlding basic and adVaDcod traila-Ina. refresher courses,and technical or business serninars,as Supp!?ei lit t-i3(I'.,rl may Yequiro tram tirno t0 iilili'. Training may inelude',Written,computer-based and home-stud; ceurFec. 8.2 Educational Meetin sand Seminars. Franchise Dealer acknowicdge that;in order to continue to alcet customer needs and preferences and custorlier expeMdons of esce!lcnce for the-Marketing Premises anti Supplier branded products, it is critical for Frc:richise f)eaier-, a:y Kv. Indivjdual,any rnar:ager,and I-ranchise Dealer's n:anageiricrlt employees and contractors,t.1 keep�;breast Qf riew p ocOnres or prof r:Tc, which Supplier or Global deem, in their reasc�nabicjudgmkvrit.to Lie ocirnf,Orlarlee to the Operation u;l}Ic a Businesses. Franchis;,!)calor shall attend and pariicipatt7 in,a ld she!i cause a.*;) Ke} Individual,alri} manager and Fsal), ise D(Caler'S n)2nagerneni enlpluytt:s I'll arieiiCj 'aF:c Slarllii}r:zLE;IR,all fugal,n��Oonid tar naiional educational n)eetings and seminars[feat Stipljlier Or Global riay conduct frorl time to time. K..: Yainitl ):xpenses. Franchist•Dealer shall pay,or cause its tmlplcl)lees,contractors or any Key Individual to pay,all expenses incurred by Franchise Deaicr,its employees;contractors or a Kcy Individual in conneetiun with Fr'anchisc Dealer's fulf'rllinp its objlgatiorl,order Beckon 5.2. including,without lialitatio,) casts and expenses of transportation,lodging;rrle�js.wates acid en]pjoyee oenetits. i ranchisc Dealer shat! also j3a}'to Supplier,Global or dry des€gnate;l thin! party,reasnmbie fees or charges:hat Supplier i.ri1/ur Giobal may impose fiord time to dine to Fcco%;rr'r Qi)', ;and. ;til?i;;'zSeS llli:tE! c:r: i1t' Supplier,Cil(]bal;OC illi` third pally relating to ail}'training or nmc^CLIngs Limier this ArLi,!e V111 inc%ltldlrlg blit not lin)iled to,dic Cosi of materials,production cost of:'idea,-,audiei tabes.Cly-Rom's,diskettes or manuals:,ilii csist relating.it) staff and meeting space. .aR'I'}(TE, Ix lx`F1LATf0N 117L anrLli"'C ilh 1 r:a t:�i:l i'Z j21':!i.i? ) .eS 11 d`:.C!f,Cl'ct,On U€ llle l�`larlietlil �.1 lrrlt]i�11c11C�:_(],__f�CttCb£1()I)i. _-:�..., ..... - .. .. Premises in aeeor'darlce With this!]rheic. I Z.i.116 €il ei;??!:)'�12'.i i`1111': i:::1i.`91ii!arC'S i5: (a) reasonable and of material significance to the Franchise ane,Franchise Keiations}lip;ar;d (b) ofcrifica! importance to Fran ]rise 9sler,0)L-bat 5u1,1]iic an„other Supplier()ulic.ts in utdrr€, : (11 ince]CliaiCjrl3E-i nccilS nl.: L.:ctcr.'.C.�:i::.1.:3(1 c-L�iOJ-L: c?.f1i.Cli: iO,'IS�7) r;XGc:'ciri;G 1JT li.c i3nindedj Outlets urid`upj'l:ci hr(r;SFE pfir il',id-: (ii) n€aimaln uniiorm and hiwl.Copernt111L? Se::r3 (iii) increase dernwid for,and jo)alt) to,the Semite,-and projluets so€d at all Supplier cutlets. and (iv) protect the rF:i?llt<tir]l:;'ricl"1)i'iI`n'i!! ai,;ocii.t::J:J h tf1C it-,,v pre le f,onI t; nicibo&i,procedures,standards ill-;d sp a. MC to lm!L�i I 2, 3 ox. Lh -mic!e av \N riling"llcluding the Standards. NVIthout lillihirlo' the �One--1 recitlLcm,i., W ill li, A) pie senik:ncc.the specific requiremeills oi-ad,Ai-Ocie.I X i0wS �:,Prjv- Qp cLLa t i nl-,H9—u—Is, restricted WilhOut limitation,('J 1-1�xcept as otherv,else limited or (yell Stat§42-133mn1),Franchise De?k-r s1-jajlj keep the Mlirketing, Premises open and operati 0a".,;Per�vedk.unless offienvise R)r the reWii sale 4if'11W Product;ffll-24 hour's Pc`(1`.` pLcified in I),kjer S;jU;I pl.(, post.nIij, cleariN -I Eke op&oth (b) Subject to applicable Laws, Frail�;HsC hours at the Marketing Prvrnises- 9A Franchise))et4lt?r 5111,11: (a) Usethe Marke"rio I-,I.em iist, - 's L �7 "oic '11 o: t I (h) rrfTain front u-sii-ig,or perniiiiinp,the use,01. Od an� othur Pu:'pOsv-L4 ill a,,dotri?rltzita! to the at any time that is pel-ceiVc: Proprietary Marks.Image:and not ajloNe the use of the N',farketing Pi-cildscs it Connection with purpose pI-,)hjbited by Laxv. Qovenani,condition or restriction. Franchise Deuler shall install rji)j use L.and about zhc Ma,keting only such equipment,fttWeS.11137n1ShillES. ijjtt;Fi01'MIL]eXiCriL1 Sivii-1 z'CA oihc-r iztn;s as stricG) eonP;ri the Standards and specifications ill the Siandarcis I landbook or a,e o.i penrnikc:d by Global i',' Irom time to tine. o 9,6 customer Service. Franchise Dealer shall Provide,ar,d ensure that I-r-inchise Dualcr's employees and contractors are in,approved uniform, and provide Prompt.Pair,cou> ecus and efficient service to customers. Without limiting the general requirerrients of the preceding sentence,Frznchisc Dealer shall comply with the customer-service,Standmd&- is ag�piicar.ie l_arvs prohibit self-serve alld mini serve operations,Franchise.Dealer also Shuil provide Ole stl-,[VictM,TIN 3,tIaE1L associated with a, full-scrvc, service station iticludin?, voluntarily Washing,windshields and -Is. FranctiiseDealer shGfl a J"),-aor shail promptl) inve-stlg%lc: manage the franchise so as to MiHjM�z�� corm i im.s. � ally Customer colliplaina received and ShAi;-,jakc such ;,rc!-awonablc and appropriale. -jaii,,1ziin the Marketinq Pycillis0s',!I'd 9.7 perLafloi-,S. Fn.inchis-1)e, all adjacent areas in clean,;iltractiv, at ai!7; ,us. vViLhout hiniting the genera! requirements of the immediately P:'Coedin' F]Fnchis_ 1-4h the Standar, governing clean,atti-active and funciion:d OpclaJuils. fjafi onti. S u b j e Ct to Lite T)F,:; S. :;an DC-a Njai])Wriarxe Ob3i undertake,at its expc-:nsc-all maintenance ani rnala:0, re�air,. lcffla illte;'atk;ns it add;T;iO )Ila,v he required to Main-'ain the pvtnlls& ill rcpa:, :.':u :orjditi-0ii inludlflg Periodic o!t:c t, jjm[��Ia aiid CAures�and clea;iinp,landscaping,repainiinp and repiu�.iil- vitil th:;Standards. operalc and li-lainlain tllc efftct 1�am,linle,k Promises and the Businesses il, v-iih ed! i- 111 Aing t 1'errin of t!jis Acn--��nicn' -in� lnchid�o.-o a;)", �knh:fltRfleras to Stich Lalvs: froill time to time during flit I .. - including without lill3itallor,thust coi.cerninlo Elie {Il ",aste,toxic F7 right to kno and r, u[)ati( ma! and 4,4JI— Da'!er shall car.—ph with Ml applicJfle coveriantf,Conditions or pplicable If'. or"tia;iol- anj of z tic .Marketing Premises and the Busi I I esses. i I I,:j!j also + iiia t lit;A I ncr I Can$with Disability Act and relevant Or related state and local statutes. r;.10Safetv Procedure,;. Without linlitin!,'Franchise Dealer's status and obligcliOrls as an independent k)usinessperson under Article XVII,Franchise Dealer shall i1riplenient and maintain procedures for operation of the Marketing Premises and the Businessos including salfU cash handfing and employee training. Global and Franchise Dealer expressly acknowledge t'nal I ranchisc Dealer has sole rcsponsinihl� for the security of all person,,at the\M'rdkczing Prenllsys inclu"ling F i:�.ncFjsc�Dealer's CUSIOIDCI',-, Nothi?j,,, in this Agreement is to b, contractors and CrllpJ0YCe!_1 at The construed as: (a) all assumption by Global of any ChWy OAec byw Fntrwhist Dcrilci to any per-,ori including allY ellstorner,contrael(),or cinplov-of Franchise Dealer.or (b) giving Clobal the right to coiAnd tr'_nchise Deale,.?s cit security ineasures cmplo)"C Franchise Dealer at the Marketh-;L P;T-JJsiS. LrLjaev and Trade nark_Suirdards: Proreo)Oofl—1-uUnos. 1`sL alid display rnorkcting and promotional materials provided by Supplier or CY10b2d from tin-ie io tune,in the manner Uno" for the time periods designated by Supplier or Global. 1-janchise DeAer shall t;nsure that all stationer_ signage:and other printed materials used h,s-,)nnectioTj With tht.Businessos beat the Proprietary Marls if, the form.colors,location and rtlanner prc5c,.ibCj by Supr I,er or C Su 1e:t to applicabi L, Franchise Dealer shall participate fuliv in all sLipplicy-national pl-ooicalonai programs including point-of purchitse and mystery shopper progams. V"ithout1:1-ri;-Ling the Prece'"liq provisions of this Section 9 11. Franchise.Dealer shall comply Nyitil the image and tradeinul, Standar cis �iaffin_ , Franchise Dialer shall hire and 1314i0taill-a Cffljjpesej%-, ow,,sJuraious anti vairjca Slaff(i]`JCJU"1111.Ll� manager if required Linder this Agrccmerfl.,and sa Il t,4,.e ail steps necessary to ensure.tical Franchise Dealer's employees preserve EV .oo goad customer relations and comply %Nith Supplier and Global's requireiricias for dress and appearance as Supplier or Glollal rl.]kN'Prescribe fro:Tj innt to lime. Without limiting the general requirements of'the immediatei),pI'CCCding hellLeliCC, 1,-l­anchJ,,-Dca)or shall comply with all pel,sonnel and customer-contact Standards. COL.duct. Franchise Dealer find its empio�cej, d&2c" ;boli conduct that: rcj!e.cjz on�,!x i nip3 i rs',he go od'Xi 11 • P:ol.-i el dP jeopardizes Franchise DccIer's ej�.Lioj :i -s of Ii-X I , . wi. I Businesses or Supplier of 01OLM's rela'donshir vj-,h contr�,Oors or vendOrs;Cr (iii,) Cons(itrnes;, duccptk U or pr.,�t!cu L�1­'0' (b, Franchise healer Stull %endw- eontrzciot-S a',, il.,7ents cooperate fully Nv�th(1-10b'd t�.o of j!pjlj.�,11ricler this A2yeeln.,;ra ari(� Of J:raucbis�.Dealei`�obligal�loos or th related Or-Supplen"c'.11al Ogreen-xntS. f mmch':st L),--11L-, I-IM;t c1n,!)L;)%.Iarkeiing. (i) tiny consumpflon c,ijjijw,ic,"i'Ing bcvcragcS', (6) the sale o!,uso of (iii) the sale of any POVIlov.Talihic or.tfllel'nlalcrla! t�,�t slu),nNr or Global i-n fficir sole judgment deleririm q I/ TO the (iv) the sale of tobacco and/or 411C01101 ProdUCIS:0 ijivcerage cusmuiers as prohibited by any local.state or federal regulation:or -s , does 7� (V) r .he sale of item that(jlob2i!or Suj�p!jcj ole jod ,t deterrniTjit; G0.91ph;Willi the Supplier's brar._,, m)�.ue. W Francthiso Dcalcl .611 nolif) 0'0l)aj %V*flkil. 5 of N'an� oliccs of VkJ,1iloll received Froin local,date or federal akullorilies, Ihi: 31e of1ob,,.',Co anry!).alcolloi is minors. Svstem'Modifications. franchise Dealer aarowledgcs ,nj aLrecs.Ls,m Supplier or Global,in their S:At discretion,may modify or vary aspects Of the System Will';resptct to ani Fmnehise Dealer or Supplier Outlet or group of Franchise Deplers or SnTpdc-Outk:Ts based or. ur. circuinslaiwes Supplier' or CjIoj)al determine appropriate including IOCL' Site Cond4;CM5, sr le 01''<JCJ La vs, J)r()PeFtY use restrictions, local_CojjoMi(; pre.click's, sale _(ijon sales potential, demographics,rapivi c,�,1 � (' or ofi'e, [tit: Franchise Dealer furthur'acknowledgcs that Su! lAier ani Gle")t1i 14%, il ()I; sarne or similar modifications Or variances to Franel-A.se Dt-iiler. Retail Credit and Debit program. For so.Ion-as Global offers'.O Fralldhise Dealer the opportunity to participate in Global's or Supplier's Retail Crc-dit or Debit Program Franchise Dealer sfitrfll comply with the Progran-,(including,but not lirrlilc.-6 to. the PC J Standard(available at ys2LN_.xLact S as it ma; be alne rt E'ed by 6from tine or Supplier froLime to time, l if Franchise Defiler rails to Wrl'pl v it"I the Pro,­r�!ivs,ij 11"I i I le equi k Omit 1.ralwhise Dealer farce reasonable precautionsI to 'L)R:V0s� ��ll 11 �Ics to au,hoi i�cd PCj 6011�ij 0101ml may',jr, eddition to any other remedy that may be available to it inc.oding termination m-ikon-rcDc%val 0" this Agreement and the Franchise Relationship,take anti one of,more of the following actionas it deems necessary OIL appropriate ire its sole discretion: (i) chzr,,,o bac-k to Franchisc Dc.icr`S Et Ci, r,i t aniows� of 2i,! credit or&biL tran&w(ioi; and c.r.y Losses incur cd InN Giobal or suppiie.; iii) on not::.:to I raTicilise Dv,�,I­i. iw'-v;')Ee Dealer's par[ijpation in.Ii' u.,.,-F,riv of (iii) on entice 10 Franchise from I)E3fticipation in tht Program. I Franchise Dealer is it defaulT.of lijis AL?-eeMLI-A (i 1 ranchac} cerci fails v,.) .,cnlf.6 whF,!,"L: I"027'r­­ pririch-ise Dalcr Jails to 1,2,.projnv& all) Cij"Tue tLI aCi lllni re�.oh i;-,� from noncompliance. Dealer shall, upon Global*s rqu6st.irnn)­Jiately-Uh-11 1,; (ilotxll zinly Illarwid Grudil canj imprinter and eleeLronk-credit card point vf"sidelernlin�i! 01.Ll')Zhc_rwisPro%!Jcd to Franchise Dealer by Global or Supplier. I ri.}h joebpril Lc R1 2nd�.�o177mu1?IGaIlG."i t.]I7(ifv ic7. Fr,.nohi5E i)�RIi9r' J),.1 th.nsG of ellrre riC te'chnologand communicalions systeiul Irl the Operat1:c.p i=t the. is oCeritical importance in meeting customer needs and preferences and adjusting to competitive vonditions. Franchise Defiler forth l acknowledges that technology and sy-stclt-l',are c:rpc:L:u d to�Mutter over-time rectuirtng periodic addition;replacement or updating cf'cgtliprnent or ssStt!j);used ill the Businesses. Akly Franchise Dealer shall: as required by Global in Franchi;e.Deuler'� marketing r.r.n,install.aft?rnainwirt ir;wood opunrtinL! condition_at Franchise Dealer's uxprns- {ii a Mesirnile machine tar standing and r:ceivi::g viril,eo comrr,tinirations..and {li} equipment that ailo'�'--S'dC:%c`;j It3 llle intCr'i)P.t,e-,nei;(r i,ther clictronic tmnsiillSsfor:Or data communications S%stem de.i}n L G )y =pi7 i.Y. i'r Global; r (b) as required by Supplier or Grlobai in Franchise Dcalt!r's area,suhscribr,it franchise Dealer's expense to a v oicemai]sv,,te rt fbr nansntittil)c�ar)c re.c;eiving telephonic.cominunicatiOlr_: or other similar system,as dcsignared by`;upp&r car ezlot.r:! fon?time to time,and ie) Flake other expenditures or inv-estr,aerts as are requireu'In or.lca-:o comply V,itit appiieable lave and industry standards(and/or as may tic reasc!nably requ'Htd In t%-,Aing by Global)from time to!irie to update equipment.techu010i y,rod comr.tunic:!tions sy-stur: ,s;the Marketing Premises including,but nol limited to,the sdditiori,rel)lacenzenl Or upuatinE,ref point ofporchase equipment,pump dispensing technology,credit and c,sit pro,-Lysing equipment and so€tAvart% 9.17 Ins,cetion. At all reasonablcs times,frauchise Dealer Mull! peri-nil S Ipplie,-,Oiobal,or their contracwrs, elpployees and agents to enter and inspect the Marketing Premises and the Business operations to determine compliance with this Agreement. Franchise healer shall eooperaie fully with Supplier; Glob':, and their contractors,employees arta agents in conducting any inspection and shali render assistance as may be reasonably requested, Upon,otice ii-oT;,C l;)bal of my d f pie c:� rJetcczcd in an inspection, Franchise healer pro--ptly shall take such steps as may he necessary t :c.:rtecL Cite detieiencics ncludi,tq the temporary closing ofthe Marketing Prcnliaes ii so lirectca},v(ilocsi. t"ra<iuitise Dealer acknowledges that the:tbUVe mentioned 1"laht Of aci:cSS IS c ntalorlal term of 1L-j c 1�.�'ri.['.:T•r�:ni and an. aci of rtmiss3C5ri 15 Franchise Dealer or its ernployecs or agents to directly,indirccON o:con,tructi%e.ly'prohibit or preve.rt Supplier or Global's access to any part of rhe Vlarkctirg 1'remisc;s at arly t:ntc shall be deemed a mater ia' default of the Agreement. 9.1 S 1'ri.in��. lvQ"THING IN 1 HE A(Ad::EL�IL_`;' lti c�i:) •a1`c 1 13J"I�L�I'1:,::r?TI} 1�1 Gl_-c.38�I,f�l�(3AS SUCY(TSTING PRJCIiS.AND C; :'�I1k'F.li t iv��U. 1'fE4}i�:f311#3:t�i�t�:�IAtCt�I:i,l `.il Ifi.l fieiicraI Advcrtishig. franchise Dea;cr-~hall cc,1:1111 +,irh hc:rcElu:r,�tr,::17 ,of ail Supp)icr;it ld Gli7hr: adver(ising,prornotional and marketing p-o rayls illcludin?1v'euirel:i::i)ts reciting to gv itlhics,concct,ls, materials,placement and Media. I U.T Luca; Advertisilir,Arinrrlv'al. Frauchis::13c lei sha'.I o!>ain Cloi:zi" .i;ri_,f approval of all edvertising., pioniotiollal and marketing aclivitleS 1;1' Frallchi o Dea!er i;i ii::iocci ?l? i'i..Cl are.u. FmnchisY l kater Shat, submit to Global for its prix:approval(cxuepi tiiih respv;".; 'ii}r7.v4.t'.: h•_ ch;irgc:dl Fvarlc.h!.w i:)eale.rs nrol.�()Sal lar all local advCriisirl:' p3'iimr tic,n:=l ri',cl marke cn., a,jaws oS ati I<i(sl aci\cr,isirz materials not prepared or previously approved h) (slob:l w its cie.slj.r,at•; contrautols or agonis, If(alobt:i does not furnish Franchise Dealer with notice w ilhholding approval �N ith;;i 3(1 business d2yS after.the('sate of receipt of the proposal by C;lobal,the pa"oi nsal 1;'il!be.deemed al,f[r,lti ed, if any plans or nmteriE:ls previously approved by Olobal are late.-disj:tlfrnt'cd,Franofisc shalt discontinue their use prompd) upon notice from Globai. :Si1YL'.rlSsil?g cwltt'IO'_tioiis. 511bjet` ti•arlJ!� ',bli,l i>• �i>ir,lf[. Jr }':.. 5 In g[�r,:l faith an t"1- . immial course of husinzc"-- ,CSL?.},li„}.:. rt=tonal ad Vertlsing(tilt;"Contrih[Ition}sr('L'raFlls'1, ;11i C[}illi;#,'i!IiUYI� tl?'!L!L ]tt�l.oRti"ibl:[I JIi Program,If};;. be collected by Supplier or Global and paid I,)onE or rsiur4'Ac'ha ,',r Sli�t�lier cesiInate 3,hird pailie�,;0 will administer the program. Franchise Dealer's contrihii0oris�%ill b.nonrelL!n&ible. Th-,Contribtlticn Program will not create a trust or fiduciary re`:atio:?ship. "}he cnrilrir+uiions riay be spent in the year of contribution or wry SUbSCgUent)'ear and ma'-'},e epplicd^a[l5RS ? I Ln. %, 7sls or oxperl-wS associated Wit') (bntribttlion Prograri includingadinirtistraiive ros=s. RT I(A.1-M 1r7Sllra[1CB�E1Ci 111 rl:d. })LIr1Rg the time i11rS r`.�'i"(_e n;elll iti iI7•_ie'ti".. It1::t1"il1F7i)to'an) (sfs"iel' insuranoc.or surety bonding required by Laws, Franchi�z=Dcalsr%Viii :, n;' anri malniain In force"6th companies satisfactory to Global.soler'at fra.;chlse IOSL'Ydnce sail ifactory In tb i lows: (u) ('arnprehenslvu/Commercial (ien;C'-pi l.i::bi('t!:- zrlaCr2[!CC l3!"#ia:'anC l.,:ktt1`Il![) tr151!1"ini'G inciubil;L. but not limited ro,eovvrage 16r thu s"ie Cl I I�Lt?r i CI,i�001 d(! ''.i O rc:lHi!ril A I.fuel stores, premises operation..products,curnp lutea 11('.'7!?lief,withii i111i11Ir'iUn) combined single limit of ?,UUCk,0i3O pnr. or proper(damage resu}tirg from each cccurrenoc, (bl fit the evtnl )-rt.nchise !_) !er!7 a 1'�'L ✓r4 . '!-:�! ::, llll''.iEl---[ !!:T00 of S2,000,000-will be obtarllt-_t to incl 'e cm ra_Os.rn !1 hiJiti 3ri5 g c,ul of rhe,dispensing or selling of alcohnllC heverages irluluding, ithntlt linlita:ior:, lint° 'ia',i{iiirs by a drain shop rr! alcoholic be\ a csn:trul ac:. (C Business Auto LigahiliiV illsur2lWe f6r upU�;ifion of'1hi,CA!,ovlilt;(:o.''non-.Lmnt;: w6th a r1ln11 L111 combined sir-gle iimii_GS l.ilf tta)i1Ci i';'G!'1'�ii.i C'ri!'eY's`;C tCQ Ir,):!l�,UCatn 01 p,operfy dal mgr r"llitirlg 'r tnr lift'.. lli:"z: �i0l, limited to,covur;zk , for each occorrurxe. yrs (e) Fire legal l.iabilit) Insurance for an arnouilk of at Ieast the ;°y l': re.plaec rnc:nt cosi of fixtures ani'. equipment or,Premises. (tj Worker;Coriwensatiorr snd iahilit insu;uncr. o:'similar social insurance, ibr ail Franchis:.Dealers cniplo)ees enpgcod in performing XTViVes where required by laws\vhi.:h D'rM be applicable to Franchise Dealer's Ciliploy'ees wi€h a waiver of ail rights of subrow,itior arra/or contr'rbnrion against Ginbiel :nd i,s:1€liiiates\:tier: :u:ii 40.;\er is pe.rn€itled by lav-. (g) Environmental impairment insurlurcc;wvtrage\vitt,at Least limits of 51,000,000 on a contintions and uninterrupted basis insuring Franchise Dealer fay:el;vir-_,r,menial legal liabilities. inaludin_� those arising out of,or in any nrannc-'iii�i�a:;`i.ted'.i'l',I,,or ri'��4JC'd lid.FrarwhlsC 1�Ci:lt�±'S use ul r and'or presence on th4 Premises. (h) Global periodically€nq re'Son>::6:i :f=4{:irv,Fr anch3st l)c'iay. s.J ticI'r}'additional ly'pe�Qt coverages find anrnunts:inciudinn moclif:Watron5 to e:.xlsllnt :nSlirance WMkr this.Anicle. (i) Each policy of insurance described in this Section 11.1 sh:iii cover Globai, and >uch other}iartles as Global may designate;as addiiior€a1 insureds(excerpt Worecls Cclmpensation and 3:mplo;rrs Liability)ane€shall be primary as to all othar J Oli:iC-,,which!nay provide cnrerage. [j) plate glass insurance acceptable to(11obal, in:n:arno=SLI.5iil i i nt to re};lace all phitc Blas`wic, security dazing\arith like phite glass arca security glaz.inl in the aver:;of ioss or damage; (Ic) lire and extended coverage.nsurwicu it"3f:aniilt,rll siJfj'cie.it te.c4;tir'ilie lull replacement cosi 01: (€)all buildings,structures,fixtures,equipment,and irr[pravLniellts located on the\,arketing_ Premises;and(ri)Frarrehise Deal-r's €nVCrit0I- and c cillui.e;i,'=vith(global named zs loss pat'e=;. and a waiver of subrogation aeainst Global, Adciitiwial insareds: 3ubrol*alio�€. (a) insurance coverages shall nanic(ilJbal €is' atniralcs, anii u$$ignS; as aUdi:iUClal €nsureds. (b) All insurance shall contain waivers cf subrogation in favirr oi'Global,prior to loss and contain a severability of interest endorsement or separation of insurcos clause,stating that the interests rr ' such additional €nsureQs shall not be im-alidated or in ar,� wF.yy u;'ki:.cd by any act of o€ issi.1ii (,)I - Franchise Dealer;nor by any dcFCDS,5 the insllrtr n,tij 11[aVt: i Ipinsi FrancD hise ealer as insurc'c. nor by the,Piing by or aguainst Frai€ehise Defiler in banl.r:Ip'ic , in:nlvency,receivcrslrip or ar,; other prooeading for the rehcfc±f ii,mors. ! I Evidence of Insurance. Prior to the bate aA tilis A.re'-rrre€!l all:i ll€y t(fr'C Ii};,gin requesi by Global,Fmlichis: Dealer shall have its insurance carriers) furnish to Global U,'.riif€ed::.,Jeer of the required insurance policies,grid/or certificates of insuranc (}')speOi Ting the typrs and aimc,urts of coverage in effect and expiration dates;(2) confirming that eaci€policy complies'.vith the requirements of Section l J.I.,anti f3) St7eClty Ing',that no insUl'ance shall be ca?iccllcd o: ?71€iter:a]ly Gharik:,ed c:lirlriL-I Ihz tilLe this Ap.rcenre!]t iS I'I ul:ect".ithout sj)ty(0)cilond'ar days?':'!or wriacr.. not_Ce to Globd. Franchise Dealer sl',a l also rirovidf . co Lica'f llim pol€cic or.;art€ftc' .5 p Cliap�i a ! ,'.}l,C ll 1.-.,n hs,-C it'll\'ti'53r1'{i:,te r:n(' tlrll'li (30)'day° prior to'cj-I� rtne%�'2i Ur C1 ane €n,:.J\uta u. \t.l€lig :�i� r.',,t .\-nt;i lallur::to re\icw su:4 l certificates or any accompanying endarseurctirs,sh�li consiilt,Ic a c€.i>I_[u e or%+aivc alter or diminish Ciiobal's rights under the Agreement. Cilobul shall')r entitled to recci\c, t_r=li f re:nc.hisc•T)ei icr shall bc• required to hold,the insurance coverage as specified in ibis.:'Article NJ. Franchise Dealer acl<no,ilodge.s tiru this Section 1131 is a material provision of the Agreurnent. 1 1.4 Other Provisions. Nodiing in tbis,Arir(:Ie A ail_?.Ti!' V;a) i€rt;iLS 0 w: CS FMT-Ci;iS6'Dt.iiiUr'S icLill or contractual responsibilities to Global or others. 72 a a A RTIC:L1.Xtl TICArNSITH OF IN Ii �T.S 1t 'tYt7it5filS' t=.€ Consent Iteguiren,ents. Franchise Dealer acknowledges that.the!ieltts and duties ofFranchise.Dealer ori personal to I'ranchise Dealer;ar,d thtit(ilob4l bars granted ihi;l rar!c't;ise in rel4ance ori the;qualifications, business skills,financial capacity and personal character of franchise Dealer or.if Franchise Dealer-is 1-im an individual,of the Kc)'individual. Aror-roiiigi�', t�rarchise Dealer sliaH obtain UnhaFs express prior written consent as a condition precedent to the sal.. ssignrnei,t or lrarsler tcr)]lec isc v.the"Trams' .) z!rp of the fallowing(coil emivriy,an (a) any interest to this A.0reement Rnd all) r rc,4,ic:c a reemerits,the franchise.,t€— Franchise Relationship and anj lease, or license rani:d !mdei this Agreement or any �,npplemenial or relatied agrecrr.cr,t;i (l;) any direct or indireer oss tr rsl,tp inter est in r m—ichi,--Beal r u--,M bj :he hey individual c: an) other person:or (0) all or SUbstali iail, all of the ass-is�if'an1 Jfihe i usincssc's Except as specifically provided in this Articic.gill,,.n%,Tri:nsfEr,nut nuvin-a,the express prior written consent of Globat is null and void and constitute;a ii.ilur<-ON }'Mnch:sc:}).:aler to cOlnPIN ss'ith a reasimablL: and materially significant requirement Gr thi; Agreernei l and 11w. i n-nchisc Relmior.ship. Any f`ranslei t?1 an interest is also subject to Glohal's flAls Cr::.Id ".rtic€e XYf!. If Franchise Dealer,the kzsy IndiviJilal or army t,ther po–son with ar, it i rest it) Franchise Deo€er(the; "1-ranskeror")intends to Transfer an Interest.the Franchise tjea6,2r sh%zli liimisl:Giobal s*,illi Written notic.- of the"transferor's intent,which notice niuM be-a least 90 days prior to any proposed Transfer. Franchisc Dealer shall furnish to Global xll irifcirntation and take ail actions,and cause ti.e transferor and an) proposed transferee to furnish to Global all infbnr/Arlon and tukc all aotions,as ma) 1)e t*casonably reyuilc•J b) (iJobal to review the prop;rsvd I rzilst'er rnc'ludirg all docuwems raid actipnH rete!--d to in this Article X11. (herbal is not obligaird except as othcr%vise pros ided by 1L;4',m rct•i::sy or respond to any `l rirsfer until: (i) all requt ,,,ed information i� eCci';.'.t 13)'�il[117a1: n�f di) all required actions are r'L1i:Cn by:r wwhiSc Deader p*llle I ransfcror, t;_t til_'fransier. { li;!ai niav not,Jnrca ,;n lj ti',LLi::1Dli1 l,:((;r3 �'t 1, i 11':nS1Cr Ul u3r ln[eresl, :.:<('Ci'•' '..11,1[tiI[SI-,al ntry;in a-`;SL]€e di�.(sreliOr rt'Ci�:ii ail1,'cfr all(,t iiif`��lEi,:'.>iEli,L:Ci;x-e;..31tFf)RS Ot 115 COnS.'9itt' Franchise Dcawr shall f)sN (1) all !ndcl,tedrie$s:n'kUMU1F1-'Ohiigalions aid atl(�thCI'ti^:istanding o.h ations l0 Glot':a i. IiS Affiliates or any financial institutions or other per urs!l',J have loaned rnonr:y or ICO.sL'd propert)•to Franchise Dealer in connection s1: (li} If the Interest is[hal oft he Key lPropo:.cd 11-2hstCI' c must be desi Hated as the Ise) Individual,must mnftt the It',Cittire lents of SCi=til?ris 1�. (e){il):t d(u)(ii'')and mils'fimiis-1? 2 P-Uarantee pursuant to Arlicie iV. (cl Except as otherwise provided by lair',lh:.Transfe:ror must sign and deiiVer to Global a general release in form and substance satisfactory to Global,of any and all claims against Global and its Affiliates and their respective otficcrs,direcmr3,sl:archo€ders,employees,and agents,irl their corporate and individual capacities: imlilding claims arisinz under arTlicablc l,aWS, • f dj franchise Deaicr nln) n11t Transfi.7 11121'all hiltnri in this Agreetrmt,all suppleuiental mid related agreCments, dic BoFi11e5ses 811Li c:5 re;latiljg,i0 the Bu incssGs. A KoN Individual mal not Transfer less than 51'%,elf the lmzi owneschif int:zrest iii the Franchise D'.aler unless: (i) Global expressly consents to Ille'I7ansler in tiritir, ;and (ii) the Y,e3 lndniduaI avid the :raiit•l;lse I)ca11es i:rr:I i1 \kith all terms and conditions of such c;cnscrt e The following applies fOr all.frons?ers Of i,r- it"urt t: (i) A wN Key Individual must be ctl:sign itcd i>,i ii[:si ;lature pale of the assignment agreement or other document reasonably regt:esrcci ')y C3 HOW, The Franchise Realer. transferee and new Kcv Individual musl cornply v�al,Article IV. The new Ke} Individual must be reasonably acceptur€c to Global,meet the mquireinwits of'Artic.lc I1'and meet all of Glolbal's norm'-d requirements for a Key Individual as Indy be in effect from time to time inclardir,?t;i�k l's r n::l re_-jiremems for is franchise dcaicr to-)Jer Sectio,, I?.al 1 If Franc}rise Dealer is not an individual,the tCini i mns+cr additional1% includes Li-I. change in ownership of ail Interest in Franchise Dealer: (A) by will,bequest or I-a.�S s u�err?'ii_' dt.aCer.t: (B) by rnmel'_coilsokda.'ion or UPel'eli0I1{lf t.aH';or i (C) b, tha forec•los;rr-, tiwchTncni, rlr Sak,of am interrst thal is us(; t.5 Collateral uI SCCLI"111 for fin<1rioir L. blit f3fl'.S not illeludv- un).pledgili43, mortgaglr, , hypotticcating,g"*�Lntin Ut :i` ,:Lal 1n Crest Or E.nGUtnhCrino ll! Et iii orCl r to boi';,`;CC.1rC .l� 'fi'i:Cllr Uin d financial-it7a[lllttli'n sucil propel . (1) t€te fl16[44if1L. MOFIct7r49rillg'1:;Tot-'i:Catinl.',_rrawilip UI'a se'�Urity interest or e'1cambcring iii us?1Ur: k l) 541:i r1; the , ;'C ! .Sn: .•:<- liiiicli., Lr'Cd11I1C'i. [i`aiv'Oi_i< Jit:Tt 1 I�_) aiYkr t�.ny prUpOri�'n1 t_+'�L,ui :!1 !,A1J12 ani interesi of GiGU:jl :.P,l�rUYerllenl5:4 (I1!. i Q',rr the \.'1a.' .&"[::.7 c • 2 a (2) Franchise De.-,k.r tllrrikTics Uobsi prior 5;d(tell llolik:C Of such pledging;morteagin=,Ijypotlrecatine.granting of a sccur'ily intcri:st or encumbering. II ISJII;iiiC!rl5 to TCdJ)S er. if a Transfer,along or together wh other previous. simultaneous or proposed Transfers,will have the effect of transferring. financial or management control of Franchise Dealer or the. Franchis;,Global may require; in its sole discretion and in addition to aav other conditions,anY or all of the fillJc:ititiing as conditions of its approval except as otherwise prof id,:J by {�) Jho transferee must detllonstratC to UlobaPs Sat--suet((+n fl&t the transferee nreets Global's then- current requirements for new franchise dealer:;, irc',ld n;; but;lot limited to rrgttiretnents rciatin and personal qualiftca:iors,business experience and to credit;financial capability;business training. (h) The transferee must sign and deliver to G]obal a.n rgrecnlent, in florin and subsuince acceptable u, Global,to assurle all obligations of 1hr-Frr<nc;sise Dc"altr andc- this Agreerlent and all supplemental and related agrec-aCII1s. (c') The transferee must complete;and causr its=.?:s.agcis ai:c?lr:l)r'_en)ert and non-management employees to complete,to Glokd's satisfact ion,such itiii 2l alfid r,liesher Training as Supplier r..; Global nla;require. (J) Franchise DeaJer must not be in dcla;rit of this Agrean?ela: au) stll;plcn?e;tai or related agreernent, or any agreement in connection Wit")another Giobal Outlet. 1'.t Administrative Fees. Prior to any Transfer,Franchise Dealer or the ti ansicrce of an)' interest shall nay ICI Global a nun-refundable administrative fee in connectior with each Transfer iii an aniount to be specified by Globo)("Administrative Fee"). The Administrative Fee co;?lpe.r;<;r-:es OloLal for costs and expenses incurred with Transfers. Without limiting Olobal's right to char:g.a the Administrative Fce;the Aden"snistrativr Fee in effect on file effective date cifthis!,grcerlteim is S 25,t�lltf for the"Transfer of ari} interest of the Franchise Dealer.Global reserves the right to uui e.all or an)'portion of the Adnlinistrati+.'e Fee in its sole and reasonable discretion. Franchise Dealer shall also pay to Global Administrative l=ees,ronl till):to time imposed b),Global which are in connection with changes in Franchise Dealers operations;name or business structure,result in administrative costs ol.c>:penses to Global and are in an amount determined by Global to recoup those costs and expenses. (a7 lfl rarlchise Dtt-nler is in individu= ,the fl. �:s:,�,.ai tags�c�tisui 12,5 app' . k=rancllisc Uriir ntay,by+vrittcn notice to tilclbal, US; i;alt`ri!s+r; l,cr yli�ii6'. J s7]ll5c or adult CJllld to St1CCec 7 1''ranchise Dealer a, franchisee up.!n ;';',^. lis Dc.;li i' dei' 1-=ar:ehise Dealer a€so May designate his or her qualified spoil e or adult chiiu as ar:ult , rat successor if the designated successor dies. if Franchise Dealer has no)wine;spouse or )dolt children;Franchise Dealer nla designate another qualified injividual as succcssor. Frar:chite Ueaicr shall comply with all applicable Laws!?overnin?sunrivcrshir)or succe-Ssicln sur jeci to the provisiorrs of an)' nolic+ t filch Glob41 may ha%,e ill cf eC . . esig l:.!ed suc_:c4r.or:n;:st: rc i.;,'li:-Ui I!ihr Bill,o mf:Gl fit iri l:"[cAi iY• C.'�. '`r:�1.Ci:':'�is succe55icn and alC LtpfviC_I�is to„se}3tlsirles�r e, attend ane compIcte aft training r,quit-cments applicaHt: to franchise dealer at the dr.- C c,f sitecossion;:arta ^5 (Ji) siLn and dc-liver to Uohzil NV1"Aj,-jj ��.,-,Teemnient or a!-,j acceptable to(310halt w-3,Un1i!T0 all obiNalions, w-,d lij- ijdcs of the Franchise Dcalcl' under this Agreement.and 01 rektcci and supplcnie,-,U,I ?,Lrt:cmfcras including all agj-cejjjvnt, Businesses. rclatine,to the Bush)M-S- b) If Franchise Dealer is a business eritlt% meeting,the requinnnlvnt5 of Section,43 and the Key Oi individual hm legal and bcnat Ie0 i110_,Ljtsj;,.nc�ilia vo(ing]Jhares or c--N4�11 OWII-shiP ' D"' f other ownership intcrests in thc.Fnind1j,: tl.,c pF-0� t)f tl;is Section 12.5{b}app1.1 The Key lrdividual of a Fraildji3Dctljt;r- ;ej b%.this,Se,ii,m 12.5{bi may, -rittcr, to Global,designate his®rr her qU-j7iJ,cd spouse or adull chill.1;?su'x=c!tnc Key 11.dividukli uv;rel, the Key Individual's death. 1 hilt K-N, flISO rni% do<imin.iic hili 4ir fItF quaEfied spow,-, ,r adult child as an alternate swcessor if the clesignited successor Ciiz-,s. ff that Key Individual has nu living spouse or adult children,the Key Individual may desi,-anale another qualified individual as successor, That Key Individual shall cornply will) all IPOCabie la\�S governing survivorship succession. A designated successor muse: (i) meet all of GlobaFs ct Incite j,',nii that arc it)tffM a,the tint:01 succeSsion and are t0 th, :S (N) attend--jd compleic a'd I-equircnienis 11130l 7iV�.,MC w L Ke) ln.t'ividkfal at the C-it of Successioz); Oil) cw�a,,tni to� L:t�on 4.3tg). and. furnish ia Global (iv) ofause Pranchise Dealer to comply Nkiih all obljgatic,.-is�under Section 4.3 inc]Lding 11N Uniwii unde�-Scctiun 4.3(c). rujilishing to Giobal air) rcqvite-wd, (C) global may,at its sole and absoiull-� Franchise Dealer SUk: the Key Individual to desicc-n21c pefsollS as Ct,.SSor,, in to t13ose spucificit in Sectit ii 115(a)and(b)- DeSignatiOn Of any add'tionai persons wili be subject to those terms and conditions as May be--;PcciF1cd in that consent. Waivers. Global does not 4WJVe all) c!ahrns or tindcr lhiz,Agcel',:cn,.or any!:;latish o. Suppitinental strict plijinc-t� %,-ith a7i) icrin- of those aarccrnenl� agreenjents.including ajiv right 10�-t--]Tfail 'c:o". , ,.,ijZS J,-,(,,-njnCCjiojj wiL�l iriy 1`,Litur,�Transft�rs, It:any Transferor or tExisferce-0r anti'17 Global ccjnsenz6 To Bin TwisiVy.,or Global lails to e\ercis,�i'S F-L" tt'P"cl`se b], a misileror Lindti,Anki,, xi Il. Olob:d does c,at ousi itt tel Rn', acceptance of any inone% Coulse ofdei!M�L, 0;, {ilii Ln) inttrvi. %ks,couri-511k, uoiTPSPCAIJUIIiX 01.oth,, With hily Iraiisferev.including Coln 11IL111:c-ht iO Ill', Lff,'Otl Svcti(,i, 12.S. to a I'lansfe:may he coo slrut�d PSdiqchar��itrl.L : ��")Transfczs of an frittrLM o!'Loz�� k1lit of thil 1% -L:criteni Cir an.% 6) am FrMldlisc Dealer t- ol ani'uofiwati(lrl(-I i3bii;; 10 c)!, 11"&vidua!from o'..her &,sjjIjn,�ut by Global. ]-his Agreemen! shall 10 char I rIt 0 (jjo�,:jr successo3 and __ - ! hts or sl in this Agrer.-Wil,or delegate all Or part ,,SsiLT,all 0 C,jobal Wray transfer or r part of its r'L interest its duties or obligations under this Aurec'vnvnt,1OthoUt reSjriCtjC.,-.,to '.l)V porsun or UilitY,iDC41diq 2' juan.iaiim agent. lipon umy assignilwill or ciclegaJon by,Glob-A Gloh:Y!, dcicgatec vill(21 d rj�-,tjt-or interesi&and to LI! 6iobal's:,ole option)hesuirslittit0d ()5 ocIcgyated duties and cjbligafiujls and Gw)-l! Wili he 1 ejt:ased C"rlit�S; iiabilities. Franchise Dealer acknowledges tht: I nu,.` il-,q,,n D 1cr!s I -ij�ljjs 2jrjo obiigalions Lind,'r (a) an assignment W-delegiAi0l) b) (1'i(�ba - firol, t pi,ograms that diffc,, Julqatct has policies o this Agreeme'),to the extent IhK W1 Global or Sulppiier's policies 9,;"d ibis illlpaCt iS IC is Fmchise Dealer. the Key Inclividua)and arty other Pz ,r, ,i1j,x,.ij ji-iterebi. in F'Tanchisa Dude[ hereby waives any clairn for cOns'l-tictivc lennination or olawl if r d2:111laq-es- 1, - - -ecq1\1 will, any prospuc-'Jw: �;�Ient5 IC�q c,1,tY,,I.,tjj�i,:,,,dii �n n ji LI Uc atj(��s wi �M 2 jC_rraR&ferecS- (ilobal Jror I ore disc ILL Si traristere.c., Franchise Dealer CxPrc:-;S�'Y co''C"t w prospo(;Li�e trallskiree to[lie pwspk�oflw transferee em% inforn),1100TI(IT Pro_1ecCL)"_- by 'including information rekitiri2 to the \-Iarlleling s,I Lipplemental.kigreeintmits. Fralicbise rek-a-SCi Grob I. its �] e T�',',Hgig lng age �Ild et�?�-Tlts [�'Onl any clalvl�7 ive.directors.ol�!CCTS- enTI()%ces 4,id �-endors,and iheir respect - losses ns t��scjj�sure rnt�de by GlOba-! il-I .,-)od fitifl). Nothiflg (3r protections IU a I iabilin,of Franchise Dealer resulting fVIJI Ll ZLTI) Global to pec„ de any Contained in this Section 12.9 is intended to obligate 1)1-(Is specti franchisee. Refusal. 1h_-rig 't the In Cormectioll with the i1roposLa, Glo:)_, 111 10 Inet, I - I,tile Of[110 inureql and acquire th; ich C)"I'er ki accel, offer ofally transferee I"O interest oil the sante is?md -,-,s'thwl%�i, �r:flhe irnn)Fe.ree's OlMeT, If the ol:ler relate, lise to as,Interest it" Shah offe'. w sell to(ilobad kli:k unrelated to thi.Agreement and ter I I 1C fOp Y( rvl�wd lo Ole LY(illokiding any hilti esl 15 shat propen Rusine-sses)and those busincsse-, the I!eC OffL:r R'Ljst ;101 be or any svippierne'Ml;or TeIU'eJ ) lransfc�re( Lhan the x afiLic ofillat the C _[s ip jrop, offer. ci�-di 1' Cthur if l 'No later ilmn 9U CvfOfc PFOP Transferor Must 11'urnish to Olob,& .5 F !i) if elle proposed trunsteree's oflCr relates t+7 all lnterv_.t n rranchise Dealer and if Franchise Dealer CMM C�roptr(y or buslnesscs otlie.! tllatn ilio Covered Interests,e r,rrt!-c:t ofTer te)sell Clohal the (.n ercd kn:ter,sts in iccor j nct:''.ith Sectinr. t�A(,k)r or (ii) if Section 13.1(b)(i)dors 1)ot aptly,at copy of tlli:Proposed transfereCs offer, WiliCh be a binding offer(th 'Offer'}by the"3'rans rot jar I�_c.nchisc Dealer to Clonal oil tl`,! ter sand conditions of the(]f;&r. Tl':;:Ofizr must l v hrril tick., it: 'iri!iJlg and contr;i!: ala terms and conditions of the.proposed 1 rar,sfc:r. Frunc_hise Dealer also shall furnish. Global vvith such additional information relLt;Jlg to the.Interest,the Transferor,the proposed 7 ransfer,thi proposed transferee; the lntexes'_and the Covered Interests,as Global may reasonably request in order to e,,-aluate tho offer or reviev;the proposed Transfer under Article X)I altd ensure corr,piianc '. tell tills article Mill. (c) Upon receilsi of the Offer anti M! reyuestcrl inibrniation, ( '.t�",cl %%ill have 60 days{unless otherwise required by law)within w1hich to e+-&I-ITC the{rliF!r...nd to_ldiivise ir: writing Franchi�:( })ealer or any aTl:er'(ransferor whcth�r Global exercise;its rill'to require the Interest or the Covered Interests,whichever is applicable. Ar:Oit-r that includes the exchange of Other property interests for any Interest or Covered In ma),be accepted 13' Global by substituting for that other properr%'fragment of an unlounl e:tual to the'fair market t.a lue Of that Other property but!tot more Than the value attributed to t tGi other propel ,'ii:th,c Oii%r. rranchisc De ler slrail pru4ici Global vith tillI access to Francllise Dealer`s books_::l c's iflhe Offer: (i) ire€udes an exchange of property-,OF (i j) is 3n oiler by Franchise Dealer to sr 11 til&C:averetJ i:�t:.iE=s_5 at fi=ir-lnarkct VW11t s required under Secijuri 13.1(a). !di tl(ilUi rf Chooses to 0xercis6 i'.5 rieM CIt 1r-st rcf11Si=1 1 Tlde3",1i:4 �!'t!�le\Ill. 1Cr5!Il ailt7 the efferAvc date of anv ternlli-taiJUrl'.'�f this l�"re%rr?t:nt314';n tl,i5 Seti'ilVll 1�.1(d i `.illi t-e the:proposed Salle or elosimii date: 7 (i) specified in the proposer) transt:see.'s oder:Crile(),;ler is that al'a propOszd lransTerr: .,:,r (ii) as agreed by Global and Franchise.Dealer if the Ot;cr is tall offer by Franchise Deaier t:, sell the Covered interests, The closing will take place at Global's offices. At closing, Franchise Dealer shall deliver to Global.documentation sstisfactar) to Glob-d comt-v i;, good,niarketable and cic._r title +ail I)rogerr.y suh_�i onlJ to rmsonabte liens and conditions expressly provider) ;i-,rile OPOr. l the;'Tixetest or C ovmcd Interests:abject is the offer #includes ranchise D3.aler's lnterc jt,in ti,i::Avrccnlunt and the 1•'rlinchise .... Rviation&hip;flats AvreL-mcilt-t d all r'JaLul aad Si!,^.U`y,'1 it€.al.Apf'' Crl entS\vill terl))W;IJ f .. _. on the sale or closilh date,stllij4ul;ii'�.il\ ]1+i3 ;h!iftlir.Jr iiE illi UJ}F6tlClpSe i7c414r the Key}naividual to Glolxil acCrtlri3. I)rlllr til lel:ellen.,,.ion or NN-hich surl'Ive ierillillatio,, and Franchise1]raler sl.all sign and de€i'•er tel GJoir is at least 7 business day's Prior to the sale or losing date, DlilC!iniL mutual CCnniJiG?i01:•a'.id release agreement in form aFid substance acceptable t,;Globn! �j [1"(31oba' data nor c\Crcisi: ifs"'�`lt a:,GCf tells tih;l: ._.} `,diL' ru f•cL'd t.r a'ri' lr;icrest, 11JohFt, !j) 110[ii� review the prcapu e.l I7allsier i< ec rralialce:''lth:�.r;i lC )I f; End +} 1'.!Jethe-Q;U��! C;ir:�c ES �.,Ii'e'Tran-, e.r 1n d .,.o til'T'}11L-h f Iii) ilGtirl' I"r�P,C171SC f:ir111L:! L iG' ' conditions will:pnl; u,rr)ti`frr.nsir. e 2N' notiEts 1-rarichist.De,&er that Global o'rnscnv,' tri Ilii, ,ranster, the Franohist:Da-!Ier of other Transferor of the lnte-est ma;,proceed Nvitit the"I mlsfcl-cl, jlc Interest c),)I-, in accoy&tw( I pyopC!Sk:.,j COTIS61UMCOF glVirig risC ti.'. 111C with the terms and condition. IT:tl Offer. Frauchise Dealer shah provide Global with documenlaUorl satisfactory to Global that the Transfer was completed in accordance w-kh the proposed off&. Global',,rights under this Article X!j i ,,Vjj] apply to tfcjc:.[i of ei by a transC-,o Tr an am e f r Interest and include any remSotiations ormodifications of or any pari ol'im offer. 17iaCjl L)I'I'C.r -2te G 0 8 1 j !I!! lincluding any rcricgo6ati0fli (it 11 J,jiicatioll o&jjrjj-c;f fur) �js a offcj entitling 'I b I riots under this Section I-,-I. (11) Except as Othemise provided by la, ,it ati% tror--Si%reL I'JIS 1--.1 YX-U: all)Y TV()tlir6inents or conuJifion, under ArTich-XII including Global's then-t--ulrreni requij-Enrienis for new franchise dealers,Glik-al in addition to withholding its consent to tho ILYWISfer a,,,,j jr-. jitj of exercising its rights under this Section 13.1 nipy.consistent ith a---S:SL+-stiio�c, transferee Who meats those requirements and condition;�inJ %N Flo accepts and is able io the terms and conditions of Ifir Offer. Global'-,failure to its l-L.j,.j j,- se-lcl- I i.j ct-n ont,or rn,;rc ocoas:o1%, �Ji;Ah,'-!- ;c",Joas whethir or�iky� (i) does not affect Global's undd [his SN'l;O: involving the same Interest; (;i) does not constimt�Uoba.ls Lonsent to the 1 inItTtSf; '1110 OR) do<s not preclude Unbal's rigi'A W wider Section 13.1(h). 3 to Iniq!1.1aiale�Fam&'. Uohal'�pLjrchas-e r;gl-j,;u7,jer i-',.1 do not apply to the fijllf)WHP ransfM: (a) NA-ranchise Daier is an indi%ideal,Franchise Dualer'sra- cif Franchise Dealer's It rCA, 1 r-lit arid all ivimej and stjpplementa�l Z-PreC311cris including all agreements under this Agreement rc.,Iating to the BUSineSSCS7 10: ti) Franchise Dealer's q-,!ej;fiz'd 0.-ad-l"t i-3)aj: (J) jj c(irporation oi iimitz;d fla6ilit,\ pjL--l-c5,,%7cj it) which the Frarichise Dcaicr or the franchise Dealc`s SPoiise m Lidu:i ci-Aid itnalhle.,tt thy~Ke% hidividual. if Franchise Dta-)er is b of rpoTat:c,Or .jr--,1-j,j!l;j tlieKey nd I i i -c ld., N dua 1 1, 1 - -nv legal Prid benti`idal >TOCI�and 001CI :niercs�ts in 11u: ln,�!""fv .0'ali the Kuy lnttrests;;�,,j Vrani-hise Dealer to a-POUSC 07'Lid,11; F F.,s P Key Individmal. 'I lie I rarsjlers rek o jhis A�-Ii eeln Got i11 C'1ndi17� rrc;d to in ihis Seciio�` 1. A - the proN,isions of ArfiCIOS IV and Mi. TbiSe,,Iion i doe-, 2io,, wj% 'f r&nst'cr that is rrwre!) rjicang or devicc to FraiiSt. im Interest to Icrsoo other than SeCdorl. A j�Ll LAU1AI -1 T CrIll inat4L)ri orrilCJlt d['rar, (J; ILE•lje%a,this Agreejr,(Ml,th--Franchi,%e and rh, Fr,. Cifol),l ar, !.r chiw,Dear as rollows: % !a1 in accordance with the appliclblk,provisiOn'•ofthe P IIA, ?tlic 1'MPA llicn applies to this. Agreement;or (hl it the P1\4PA no tomer applies to this As>me e- Rw breach of by provision cI this Agre.ch,cn'�, or (C) iCPranchise.Dealcr is not an KCIAidu€d,SO: (i} upan the occurrence orae event"i%respect 10 the leu;; In0k idual that would he g€(Wlld' for tcmiination or n01340CC-at i1 AU Che.PMP is C1:t 0,M h':d bmwd oamwd w .'i Individ(lal 1'Ianchis",Dc.all'r (A} dle•deati_Of the Key 1!ldivici�it,i, B} the Rmll or i:rliniN n[iscond"L i)i;h,K0 ]nc R dual relevant to tilt c)pc;utio€: of the Marl.etitlg Prenises; (C) the continuing sev-ere rte)sisal or rnenfai J',,�tiility of the Kray Individual of,.i 1�a I three tnontr,,;' dtll'a'ion v:i',ief! li:ti ti the IACy lndi\;IdUal anable 10 contribute t0 ale lxopec[11)tl'atiV?i Ui i' `�:ra S tiP.�'_I'rcnliSe.�. (D) the convirtio;i of C"fie ' India idwa Or;tillI85% NO ing n Hat IUITih.Iilt•- ( � a deckmdon of haIlkl-tipic) or u.11-11cial :#utCrnlination of in�()NtrCy Of alit guartntt)r mferrod to in Sections 43,or (1=) the knowing failure of the Kc) Isk±01 0 c:t!31p "it alio Law's rdmant tc' the Operation of The t'iilrkrting Pre-rli`cs; the dissolution or wNdi ymp o"YMnchise I)ci;'Iei upon the m ithdravval or change of interest of any pannen N a plsrtnership;or (i V) uprtn hiss of Franchise Dealer's rights under applicable La-,% to conduct the I3usinesses- .! [!pan:,nv termin2aion ar non-ren( viii,Frun !isc 1)ealrr steal! coinpi; v iii:the l rovisioArticle and idth Supplier andiur(Sbal's normal posHerminatiorl()MCCdU: et. ie:ern iota F'} 5[applicr u:ui ci (iiohni horn time to time. s• •(Z1'1111i1�t1037 QUet()tJuVeR3lnf ltc't\itiL7P>_. L:lobui I7'_i; tc 1 t31: i'�IS.:'4LrC IIiC17t Ui)071 not,t'.s Ulan Irl)days' prior 4L'1'I�IEn ilt)CIL'£:4C)>-'C:1nCt1!SE Dealt Van) WON,.,t�'i.-(it !veal�U\CfI[[7tClll:-11 8t;�i171i lesuits in the adoption or irnp05iti0n Of I lv,,s t8} Sign Mewl y niter the reasonable e`pectalion-s of Globai :tt 6,)w time'. it enierinL 1nt') including:the expectation thrt Fra:icfi st, I,Erflcr yr ii1 he^l li,'tit (I to liar re11t as specified in Inc Lease Pr()vinions or purchasc-'.he Product. f?orr Ciiob?i in ec;,o!dance with St. &n A I-- (hl rBsuh In[11C I1-np[r_:1L1OFI ai an O lk atla.1 upon n C�iol%al tt� €nsl,:]!l.,r c,,ii..struct cquipnlcIit,faCilitlu 1" iiaprovenlenls on the iviarkcaing preanises anti, in Glob.,-Ts �;�la?lidprnon.the ol's[Ich c;st installation w'nuld Ile uneconomical til(Kral; or (Cl modify I-h li y ih::present rc'l[-ti;lnshin of(if.1bAI'S irtrl1x11in3(11 niarko-ing`Lre!iorl;, r'�CCtilGd,li3�S. pili)' ICI'i)'[lii8lion i??' IS 4' 30 Remedies of Global. If Franchise Dealer ric!',ju itson al,,t oblfi---,ifiwi contain in this A gcelilent or all) related or Supplerrienud a8reullrent,01<jbal may, bLLL is nw objj,-a-.;d R). ofli:e folio" in= remedies. whether or nest Global exercises its H--ht to terminate or ljor'-ferjOV, (a) suspend all tie]iveries of ProdUC-15 t()Francihise D,aler until the default is corrected or remedictiT- e!i (b) apply any skims or Security(incit'.6inu the Product ScCUri(.) fjlrljisjjcLj j)V f-TPnChj,';C I k-al(!r to Global under this Apreenrent or any related 01. (or in connueflon vfih u other Global Ouilet)to the payinem of ani' indebtednus�. FFairchisc Dealer imnmcdiateiN sM611 provift,additional security;as C!irLl:;-Cd'�\ (TIONL17 W rcpja'�C:he Surwz(;r securio applied b%. ('slobal.- collect from Dealer,without necesshv of prior nodes.or demand,the followin.0 wriounts: l i)all outstanding accounts rece;\-RHe, (;;)ail 2illoiLints due w 01'A?)andlor Supplier as a r,-Suil therco;: (iii)all amounts otherwise d1r--froril I Teqvhise !I)dey lF,j-.Of any other agreement,schedule, or dom-trient-, and(iv)Olobal's nqr)Nlc "S lees and ccA!"ut10!' CC'S]S. 1 (jlobal*s rights and remedies tinder this A.i.2.Ct:Cment are distinct, and C"illujaiive.anC.130 one of thern, whcther or not exercised by Globa!,is in txc.I u s:C)n f.-I-an,\ oz,"e—, under this Agreement, tinder any related,supplemental,or other agreement.er to U\\-or in TION OBLIGATIQLN �UPOl�NTEI--AILNAJ'i ON O-R- EXIIPUt Tern ination of Business Oper lion, Upon the icri-nim-tioli 01- Oft'nis Aoreelnent.the:Yram:h:se and the Franchise Relationship,Franchise Dealer's rights under 1.his Agruement and all related and supplemental agreements shall IciminaiC.and Frpnohisc,Dealer Shall stop all opri-aLiuli Ofthe BLlsifl:CSSCs and all use of the Proprietary Marks, In particular, and WilhOLAL lirrit;ng the:general i-Vquireimms of the preceding provisions of this Section 15.1, Franchise Dealcr sha`:I: 1a) Immediately stop operating the ajt'Rt;lat(:Jt fiusiricssos and at no r ind-reedy.zs a L un t�ia Ali terynination or no�!-!e[WM?i TL!J)I.c Hi former Supplies'franchise dealer. (b) Immediately and perf-j'allelitIN Mop u:ins. in Cunfidsaria: Information,Global arld/w the SUpp!iorls marrit;and ell Ldveaising,materials,disphi) stationery and farms containing the Ptor%riethr-% M-a �. Promptly pay: all Surrs(-wino to G!UU".i - l,,Q�,,t, 1 —i1?lanClzil institutions and other persont,Lbai have ioarwd woreY or lva�td LO Franchise Dealer in comneetioj> ,with an arrangenrent tour wjjic?j Olollal or i:,,;AfWiML furnished any consideration including any induccnic:nt,g-Uniallief-or owli, 'Without limiting the preceding general rci111: of this Section i :.!'Cjj,Hanch7-'e DeOer shall paY all the outstanding all iriiorcs,, ch'lrc,-S under Global 10;1,s and G!obal (II) A L "iodn or to -Mavlciinv (d) J-Jpon request by 6ob21,return t(,L.ilobal ell Mlpj)lit:r-Iglls a!:G Olb-cy [rCr3011al 1)1 roperl,,'of Supplier and Global. Frxn;%i��Oealer�.mnz5,afid'sri;:J CkAr�e-d'.Y 01,5('r til pos4C'Sio"-1 of the Ma6wfinp.Pr(!MiSCwS to Glo[Li 3 to enter'the Premises 14)'-ciuove Supplier arKi(Aobaf's a0d prop-rt3 F:'ammisc Dei)lel'shall bear.:it I'C"Inc%al,sit--resioration and I hI L:ng it!..'the al o I'�npp I ier's aril Global"s sl'un&and ecikiiptilerit una(-r this�Cclio?l I 6.)(,,-Jadl ijnn-xjjctolreiinowsie(dooaJ I,ny and aIj-,OStS inCUJT,-d in conmctiof,ll:orc"ith- Alt TICLE XVI MAXIS.)?LRIVIIJ �S,IND ED 1 -I ax. Fee Due qjobal. J::-ancljise Dealek-Shall pay to Gic-b-il v.% 1,CSeill Of fUTLITe governmcntl!l sed on Global(Including any tax. duty, fil't of (;Ihel ch'a,,, i.Q- r I poseJ by govermnental Charges imposed c, S1 or whicli ;son or measurcc, i-v authority)and calculated on anyb2s;s, inciludin-' b (2)thc (i)the raw materials or (])this Agreementor any related or suppleme" I t constituent materials ftom which the Products we derived:or`4 the importation,refining,manullirturc-, sale, use,possession,transportation,handling or disposal ofurty law kir constituent materials,or the Products. Franchise Dealer shall pay all qocernmenwl unless iheti are included by Global inLhC price of the 1'1-0dUCtS or uunlessp dirv.cfiy to the applicable govern I nj%�nial authority. tS-. al I due ail -ovornmental charges imposed on Fnirwise Male.-- (iic!Lding U11CPV1PI0)'t11cnt and s0es fees and other charges unposed by governmental authorJiv), aoccvim -,!id indcRodness incur-c-d Franchise Dealer in the conduct oftht:Busi.-ltsses. arty dispute by �r4nciiise Deafer of its liability to pay any 0-i )qdcbtedne�Dis u�t�, NotWithstandin-�! 2overnmcrttal charges tinder Section 16,2,Franchise Dealer'41,911 not pe.,rnit a tax sale.,foreclosure or SciAlli:by IeVy Or CXCOutiOn or similar writ ov vvw-rau',or my,.twch;.-,rn 1. orei,,eumhrancebya c-rodjj().r or goverurnerital "authority',Of or ot3 the�OAefin, Pv"j:jj.z;c Iurizwss or aii� improvorncntS. vquipinciii or fixtures on the Miarkeiin,p Pr Permits and L,iceilses. Franchise Dealet sjjbtj timely obtain ani coiiqp;.v with ad permits,ccnificates or licenses necessary for the full and proper conduct of the Businesses. including licenses to do business. re i fictitious name registration,underground storage talk permits and JieA�n-sts.sales tax permits and C clearances. Franchise Deaier shall pay all fes or cliarges relining LO:lies permhu,certificates and liucnst.�- 16.4 N-plices. Franchise Dealershall notify 0(obal in writing within 5 da)!,Of- (a) the coin in e;)cemcm of any acdoti,suit o:' (b) the issuance of arty writ, irijkm"fior o) :,nvaa(it of de,-:ec-i Sirs1 aLenq,or other governmental authority.01- (C) any indebtedness,c�c;m or 01-V-2;Tc: the opt-�-rwiori o; lmanc!;,"l � .1 n. condition of the Businesses,the Fm-chise Dcalur,thu Kt--, idl.-al or the M?1V-eJno Pfeulj%:,. A1t'11CL-f, X Vt L INOR ENM3 N'l TPLA.C 1'0 R 7.1 e relatioliN RvIa on� ;44Lofthj1arties. (a) ucithici Par,) Lias 11 fiduciary 3 C ;h1 f-ranchise Dcaler'is an indcpendenl business',lemon wjlt for and control ove;'tl,c rnaliner and means of the day-to-ciey oper,iiions of thu Iiusil;esscs including, Product deliveries,: Product leak Or release:dCtecflo 1. IpTodi t leak o:r:=iBc_S( C r)CICiiYl",and ct"Iliplionce with all 1 tCi neither Part} Is all agent. legal sill iai:�r}. OIai Yi IIIIIrCf, 2Rr'hlCr.ei1Z1110VL'C(1T L?.n ant of tlic outer for any pumas :and Id) no person perform hig work Iter t ranchise 1)ca1(n•ul the N4arkc.41irlt;t'relriists or in connection,pith the Businesses is an agealt, legal e,join',\,entuier, partner, employee or serl'ant Of Global or its Afi!liates. E'rarchise Dealer lrs e�cillsil.E cc!rn-oi and direc'iov over the dutics. Snpmjs!()n;eonipensation,hiring�ai"�i'lir`.',?�fiY il�C)nl7'=i3_'.'-i'w,i'Ci!:Lf'uuEilr�cS1Ci;?_L'e[115. ' 17.2 E't4hhC 1�111f 7OLt n. Franehlst,.-Dexcr si;all rep esu!?t itself to elle J)U1 I, Gi:;ii',;',tier Ctld;✓11l ll5ltle�5 '�P!-'.('r, operating the hlotor-Fuels flllsir,ess ul:dcr a fmmcr;ise fr lm Dcaier shall t=ike nccest;ar.\ action to effect this representation, includicP niacin a notic_ni tr�n ;lis?IJc I!cr'c status in a c0nspiclic,u: place on the Marketing Pri:rnise;and on sta'.iune }' n.nd ul iY.cl ur ral?l:ii:511,1erials,a� may be reques=ccs o Global. Fra nChi50 �a�Cf_()�%3€ 9.tlUIiS. 1':::rr�ZlicO(';iiel'silOrlcl;: .rJ iilal:d an}`C'.?nil'uCi,aEfe.BIr72llL,i','arS?lily, :'ICl7['f:z£'llr?;.i;`.1, .- ..'_'1hUiSJj��I°Ser{i!itS7ci_('r Lllr:l�. Affiliates, (,b} incur any debt or obi',f,aiion in the!,_n7 Of SUpl)iiel'. tiliil'� or G'�eil'Alfl'slatCt,:Ul (c} b) act or onlission,cause Supplier,Global,or their Aifiliaies to be liable,or he found to have assumed liability,f'or any activities ofFranchisv Dealer at CL, \42.rI ding Premises or relating to the 13U�.II1t Sties In(`tlldlrliz any clan;c.r judpi710n!f irn fr(":1 t';ii!irllltii-DC�J is act or l]n1rS5ii'i,. tNyiPVlitilt'fCr'S3ION I3.1 I)efirlitlon of sees. `'l,0sses'i11C1Uilt%S all CAl-npenSatory,exemplary Or puniiive damages,fmcs,p('llaltit:S7 charges,,costs,lost profits- legal fees and casts;SL'countani5 end expi'I", Witness fees.CxPellses(includ:n-.7 expenses lcir environmental Cr711t1'actUCs ai'�'-= ScIdelT.ellt i3nlJilnts,iud,f',mems,da-i'lage t0 blob.:.' or Supplier's reputation and goods;pil)�Lnd at-:,r Other ir„a;rrci_� io c:innecticil ilh the mot ers descrihcd, - l �.. .1.rtile iriiltl-- -FXCCp1 a5 pro\ided 131 ScctE^ ! `, 1''' i l�ls, )l 'i :>,� i--t' i.Ti:k of and Su)c - res'ponsibility for and agrees io dL end 6V;[),I.n tiJ atltif,lGai .'i !! .,J,.:s SUCK dclemc,bul rio;_ Global's defense c(isis. is ah'ed by Global;, lllii n;i'li ',I-A"s :usd!l!J hkIrmI`:Ss(it0b 41.Su,:pli(r,thea .Affiliates and each of their officers,enlj)oOvees,arlents,n)ari3gi,ig ugGii,s,successors,and assigns (collectively,"Indemnitees"):from and hciL1 !r'� r:ld Wil!expense i,�.Sl iii Clf1i11,iL. �Slth(i111 i?17lltatfh '. professional fees),1,1e,121tlCS_ fines(wit'rm,u d:d to Ilse art ll'Il04 � (II l.11 ) Y1711:t1 5;il�!115,dell ii il: and cause of MdOn,',it last'Ot in equity(ilwh!d}nr:1`:''thopt h iJtnti(n '; i-JJ12 ,)Ill !-f the comprelt..11Fi%:: l.riYli'Unrn217ta1 IZeS170P.Se f O;npenS3i'Pn '_"i 1 3:`: A(i s,� I i,1 '1!.i'.E' Rt'irurce Cull'sul"a rioll air ikeco�cry Feet(RCf:A),the Glean Air A::i.U'i-itt ��11:e� t ,�r�iclr lt.�f- -U9 ,'!illiitSC313S t3( L-1�4'J `t',iliii ar(15,or injuries-deiih,ioSs,ilr dM °E Gilt i '.'til Cr �� 3:.1 iG - prQ! 1 t\' ;3-torus resc:urcL s,by u'llorriel er sulfercd Or,assent;-]il..!Y10ii b}"}td7 t:iJa. 11Lt.lt:f, to LC i.S-()lf.Ctl:,,G!teCit r selvants-contractors,partners,affiliate's,sh ." hUldc.'s,e!nplovo,_ti: iril'::c2s, IiCe33sees,and.'oi tre.spgsscls. owner or representative of Franchise Dualer or of the oilerator(?f fir:} R Iated 13uairess{"I:cliite r('sultinIL,fro n,relaled to,OF.,jj isin.2(il!t D;?'tl('.ii<:t+ial or laf violatio l or asscr[i'd vloiatio0- t.y i :'di3c,:I SC )li:a L'ror L':. es c Y2L re'}'ll iii1 Lh.'r i flii 3 lanchise C}cal�.r's bi'ea;:h nr alic�'eti hre_:i:i nfr:nv Curer libel,-lander or any Other'form, of defail]2u0i;`Jy Frani chisL l.)t';:1C1-Ur aii'r ltfliateii Pard': (d) violation or hreach by Franchise.l)—Or of any wz=arlp. r'e.p rescntutinn or obliratinn of Il]i Agreernent or 2n,'related or supplementzl aereairwrrl; le} any environmental contarnmation fir Mcurr rice in whole OF ill p-.rl arisino Gilt of the opC'1'adl '- !I a till:Marketing N01liSes Jurlllg 411Y pel'IOd N'llcn Franchise Dudcr, :;B'21.gC) s, ff)nlrtle.tnl'S, employees,licensees or tenants,�+as or:s in possession lr control (directly or indirectly)of tic Marketing Pr:-mises Gr as'isirl�=out nril"Y act qr omissiall of 'ranctlise 3�er:ler or any ftclated fart+. and/or any oftheir agents,serl'anls,Cnlpiovees,tOntraC.:Ot:S, 1r3\ito:;s,lict'.nsecs,of customer; 3 w;e of the 10aff:efille f'r'etlnses h�'1'Ti!riC}t3Si:Dealer. tis n1 er: licensees,ten lnts,c0rltracwrs, and.ior emplovees; (g) purchase, delivery,receipt.storage(c,"Cluding the tails s`stc 3n i. dispensing:or side oft:ny rr,oior tile[; {h} installation,existence,use.or renlaval o ai]y tank s.stem inslallc:.f or remo\'ed bv the Franchise Dealer,its agents, licensees,it'I)ants,contrs;.Aors"oldpol'errlple?'c. s,'Ind t1w dclivel"y of products into or outnf that tank systea]t; (i) defective condition of the+�tarketin2 Premises .,hctht:r d!;e in nny I:item or patent defect, {j 1 railure by Franchise Dealer 10 c0n,pl) with Franc''r.isc Dca:ler's:)iailltenarre obiigatiuns tender;t:i�, Agreement,or any related or supplemental a-wcment ineludilo-, any agreement relating to a ttclated Business("failure"shwll ir:.^lude any masonat:le dl ld,)) (k) to the extent permitted under applici,nic acts 0, oiciaril7L on Or Oil Ilio Marketing Premises,ofanv pers0n(S}SrlC1L'cllCl ,l+•IrhGLi llrrllttlii017,}€anC 1;11e Deule)'. ]t5 af;cll: , cclntractors,employees and/or any third pariies,even ii Sucll aces or oruissinns, by whomever committed,constitute C.rinlinal Acis(as dclined in Sccti n ? n activities of third(,al-tit-acting on behafr of or puisual3i lu all) joins vertin'e,paruiciskip,Co- branding arrangement,sublease, license of-other agreement .,':til, Franchise Dealer kvkh respLct t,+ tela Marketing Premises, nlana�.erlient ntthe F'ranchis::or cr;nuuc!o:the BuAncss�_s: (til; ciainis by credhol's cf f=rallcliis�.)paler n�":,rn ltclrte'i -�.:: (]i.r 1`dlllti"e byl:rat]C:I:i�C LiGal{;C Wi1biG!]l l'�t:ec- colri:i!i tl'..-u;;;Vc::l':s`.'.ii: I.Vp:s of?ii5klr irl_e r(quil:'! by this Agreement.Or 10 Comply+i'iti;file le`C"all""ncl iinr_!-ui Ll)f' l;]S;l ranee nt)talnCd; (o) failure by Franchise Ih!aler, its,lgents,contractors,anchor employees,io fltl'ry coil',1) t�ith an}' Laws or Standard,'; (I 1 :Jens cr Ciatin,s of any conlr2ta0:S. til")C'.:?33C::1'::!L . SL1f .. ;Jt7l'1_i PIC)— Ril!:AL'CS.f}ti1C?'1"'er.`ViiS entitie':relating to lite Ntri ellii' ly) operation au&0i ey1S.terce of Cnriy ke-I'ltz"ti hli+liriiS�C:•. i 1.3 �loliccs:C:liaice of Cotlnscl. l2rancilise Dealer shall pronlptly nofif%, (_;tuba!of ony proceedinc,,,1106ce of +iolation, ine,or corr]plairit received b,;Frac'l;ise Dealer. IfGlobal orSunplii r:s or n,V be rl::llecl as a party in the proceeding;Global may elect(buI is not nhli atedl to undertake the cicfcr:se or settlement of J-W proceeding with counsel of Uobal's tllofe ii'clo'bzl does not elect tj undertake the defense.Or se;ttl�n1�- q ; (,fthc proceeding.Franchise Dealer shrill ll Si:ww)scl acccpLa"'I-,: 'o Olot)aJ. ij-Fraii,:hist;Dealer falls-ol z-si -if GIM7�d- if: it s discretion, a 01,,,nfi;c-L :,I inUff-C"I cojjro�d acceptabit to(31-:)bal o. I)et�vcen Global and Franchisc Dealer in the dtfenst af the.Pr(;Occoin'-).t-iikhl may k:oM!sel r- its choice to separately represent it in the procceiing, Na Lmderlu.:ing(,.I rtPvsentatioii ofcoum-1 1.,� Global ander this Section 18.3 it,any moiincr limits.or\n aive5 1 rar tlise Dcfler's Obligation to indernll&r and de fend,or pay for the defense of, 010I)LI!- -Itejilcdjes. With rospcci to any procecdinlo,Global may,at an,,.linic 4 t4i'Wut M)tiU7 ill order to protect persons or property or[lie reputation()r of Giol j!or cth-c-s, censtrit or at-,rce to any setilein,;rt i!r ruri-di-I or corrective actior,as Global dPc.Pi,,cxpedienf. if. i,-. il.ldgrnent. there'Irc 111.1-01111j,to believe that: (a) any of the acts or cirunnslancts cnul-jerated 11 Section 1$., occurred;or (b) any act or ornissicri of Franchise Dealer or any Relaicci Park) may result directly or indirectly in hatire darnager fi-jJur.y or haltri,t-3 am peson or Fn;' -tiCk'. to and paid by Frallcliise, 16.5 Defences. All Losses incur d under tiliS A' Ii vitie- or sulsqUent Dealer'. regardless of any acdonsi ac sucocs,;or failure of any aclions,activities Lj( jefenses. 18.6 R�ec: -Qb igations. Under no circumstances%xill Indwy.iiiieeN ht�obligated to seek recovt�ry fro",ibil-d L _ C, 0 parties 6r mitigate thr!ir losseslossesit)order to maintain d claim r- hiS Dealer.aleT. AnY Indemniteo's 1'ailure to pursue a recover,,,-or mitigate.a Loss-wifl ;n no wy rt_ince 21yiourjtS-ecoverable by that Indemnitee from Franchise Dealer, j7r,,:,cl,ise Ucale�'has no knovqludve Lims auzJnst Globai, Franchise Oeaier ielv&sL.as and lh�t! of any claire or pctentiai A-luini by Franchise Dealer of an) Relaid tlartN agaiTlr.t Oj®r Indemnitees on Lry date(!f this Agreement excrpl for anv cj%,ns jisclos,d by Fs aY),njse.I)cajeir in riller, schedule jnili2lcci by flit;Parties and atta;3hc'W this Agreemen .Franchise De<der's obligation to 6:156-ose'elairns Ow -Vii-r WOW fi�!Ve awuired?,nw.,ledge upon reasonable irlqnw� or disclosure of claims of which Franchise the exercise of due diligence. CritninO Act. "Crin-sinal Act'as used in the Agreornew means any ilctf S)of o1nission(s)havirL, the nature - - - 11,1 of crit�e7 Criminal Act does not"Cquil-c proof ofarrest,the filing of cri3ninal charges.formal criind processing,indictrnenl,or convicti-,n- Neghfence, Willful NJLSc6-ndtict. Not withsu, the Wrrf;s 01 1 1.2 i't )e inlcrltion ol'the parties the.,. franchise Dealer will fUN-11' its obligations S'_-1 i"global,its agents atxlllor e-mployees are jointly or ccaacurrurills. 11"oli-cl-'t an&ol joins v Loj,uL Ht-IJIY act With wiilfiul (liscomiu,;... but not if Global,its aunts,and,or employees rile 1,-ovon t,; )c and by solely 2ct vlill. wimni inisconemet. I�AIIJJRE TO 00L 19.1 iobai is not Liable COT MIN, 0021St') dcrinurrago dud to a-'v dLdak-or ia;!11%- in ncrl6wa' C.,..:.:;, fllfl., emrse bevclm� Global'> reasonable(ontru) including: (i) Governmenial Action:uc.r!PIEII�- ',VWI-;11"' , W request or Cofll- any governinuilml nutil—,lt� -1;01­}.011i!-,�1'." or fit) 1:orce Majeure:interruption; t)nzvailability or ina&quacy of"the supply Ofthe Producre r;r (if anN f'nciiity oi'proaucti�'rl;rnanufneture,storm e,lranspt rtution,r}istributio)1 or delivery,for any rcas(M, lil•_'ilidln<_1'c`iirS; I'Os'iililleS; pui'•hG d)sordes's,acls of terrorl$1r enemies;sabotage.strikes, picketin�L,,boycotts,Incl:outs, Itibc) or empioyrnent difficulties.fires;floods,acts of Clod;accidents or breakda',N'als_plant shutdo N 1 fo repairs,)nainten2nec or inspection;or weather conditions. (b) Global shall not bo required to rcruove any cause or replace the ai't,.;:ted Sourceof supply or frciiity if Global determines the action would ilt\olve additional expense or a departure from it3 normal practices. {cl grana}rise Dealer is not liable for thiluru to rem"c Product,,if F,ancilise I)ealcr is prevented fr0M ' receiti•ing and using them inf'r'�llCl;is.'E.)efileC S ousion)ur1 ma7inzx by a)o CaugC iX')olid l'ranc')l., Dealer's control. 19.2 AJlocatron. {a) If there is,or Gimbal deterTlli nes tl) re :ay t;e,c:shortage cf supplies, 1'or%+'h.lever ressi>n,s:,01tit Global is or ma- be unable to muer the demands c} e or a?I I tits custulr:ers,Global rrla)' allocate to and among it;retail:9aalers Ihosc.c{ua!rtitics r,fI'1t,a.)ct Haat(�iob deterhiines ii has ,available for disuibutlon to that cuss ct Yn tdv,or sub( !roujl i'„ Jll?;that z?IaSS LIE'trade;fTi)i'7 ar:v specific tcrminai or point oi'suppiy. Gloh_l s pia;:-of alit cati:;r!shall not unrez,sonahly discriminate hetweGn Frallchisc Dtealer and Cilobal's oihej re(;:il dealers that.ire in Franchise Dealer's class of trade or subgroup within that cias;oi'tradc and arc supplied b) the same ternzill;:': or point of stipply. Global is not required to make up any deliveries or quantilles omitted as r result of any cause or allocation under this Article XIX ircit)dino deliveries or quantities omitted by Global in allocating Products ar"ang its retail dealers under this Section 19.2,and Global is not liable for any damages or losses,n connect.on with thcose r;nlittcc;deliN'eries or quantities. lb) 14 any allocation occurs;the Conti-act Voiunles will be adjusted lc,re lem tilt allocation, to Z:H r situations of perceived or actucl suppl?'5lic7ria�Y.S. ulyal 11:r1 �oiri or comply"ith mtly v0I Ilial) Or non-mandator}'prICP..sllpply,alltication or deliver}'1'eStrl'.;tiNl syStvms or programs deS)gued C')' supported by any governmental authorin. Any decision or dcterminatior.niade by Global under this Article?XIX will be made in C;lobai's sole discretion. {; J sigrli_';ieanee of lgn�)s and GGndrll;r.l�,._ (aj l"I.tANClJ1SF C)E:1L1 T:AC1CtiC)1�'LE,1)GJ`=5 1.1 T- 41(�'� :`I(:.` 'C:`i t)i 1.x(`13 TERM AND CONDITI()N OF THIS A(�IZL-'f ME\''i"A,`,D"fIIA i ANY BREACH BY FRAN'C:H1SE DEAI,ER OF JHE SAID 7'ECZ\';S AND C:ONDIT 10.,%1S IS SuESt.�\VIAL.. Jldl-,PAWN l.-S ALSO ACKNUWLFDGYTHAT T11t4ACRF..L_Nj!7.'gs1S,�i' ECT TO TI IF PNIMA, A NO NOT11ING CONTA1N11.4)Ricardy IS IN f END r)TO tZk-r){ it IE i'i',,(;H I'S(1f f;17I)l.t: PARTY MDEP.")IAT! I\W } v i;41:??l;t° Uk..,ui s;i 1 . ', k: i. :i:9r t; ti;?litre K,Hz [ceryl,, Citi 1 ranchise Deallc- Us cx c obligations Cl%liSlkUtes a failul'c:it.,i;0ITWJ) +A ltl-: 't.�<<)lkai3l 't!C nlatt;3'l ill l,'SI r1rI1C ni p3'OVF�iii of this Agreement and the 1~ranclli e Rclationshit.. "Cllese iu,uv'letJgnnents may not be c:c)nstru .1 as intendino.that other provisions, 4vhic}t are rot,n ::i no��ledgcd;arc nix reasonable and materially sisnifican!Pr0Vis7o1ls cf this Ag*eenlent mice the 1)'avohise EXelaticutship. 3ti Agreeruen€requires the prior apprm�l or consent of GicNd.Fra.tchi�e xcovals and Cc�nsenis. :f'Ihis Dealer shall make a timely�witten request to Global for its appromal or cor.sew,,and am approval or consent must be obtained in wriiing. Global !Makes no warranties or assurances upon rvhiuli Fraw;hise Dealer may rely,and asswncs no liability ar Obligatinr;to f=ranchise D;raier hy: (a) providing any waiver,approval, consent,or suggestion to Franchise Dealer in connection with am approval or consent:or (0) reason of am,nes beet. delay or kienial of<zoy rct;3Zr:st, St!-Ict Cfln't 1p i3nce- Subbjcc: to the PINIPr;, C-!obal s r:—It"at HnY i;Hlu U': < (a) demand strict wmpliitnoe"ith ant'Oblifat M)UI'4ufitlit}:3P, L:!'JJer Llit..Abrrcntcr7t or tiny rula€(;d or supplemental agreement:or t.b) exercise any ri"'his or I-Cmedies rri Cisai�eG;i=�r� •.v;th l r;_aCti'�$E�L)e;:lC `S dctault ruttier this Agreement or any related or supplemental)i�ercenwi t,are nal WIlive.d or impaired by: (i) CiIU'�}!l-:S failure[;!�s:[r"CiSti Er;y'r'ignL un&; tiro .=1. r:,'c'I)eni of ,.fjy supplemental or related agreernmi: (ii) Global's failure to insist upon strict cor;tplia.nce by 1 T-&nchise healer with any oblig'rtiin, or condition in this Agrczm)ew or rny'supplements-I nr related agreement. (iii) unv course of dealing of ih:;parties or any trade practicc or practice,of the Parties ai variance with this Agreeimm or;:ny related or pi::esm.ntiil agn:!e.munt. (iv) 01obai's wai%er of any prior detait11,wheLhe; or no:similar:ur (v) Global's delay,forbearance or faiinre to eXurcise any power or right arising ou!ltf delauli by t'ranahise Dealer filer this A€?r'ek-ment c l'any relme.di or siipple rental aQr;'e3ne?l. 20.4 Notices. unless Otherwise eXpres ly pmvl&d in this Avreanic'.1L.Eii notices,coninjurications£mil d0ive'i% of Information nli-M be ire writing and aor:rst bc! fa} into Global: (r i Hosted by'retijsiered cti-! Deft n'3ii.!':a' !'i: S'dC'Clli' _ CSi t._ ri,d fohc)w in !ClkibaJ acs .. ..... 800 South Siwe;. S tiie 500 Waltham" MA 02453 Atm: Dgwy C .:rrcrnl CmiII!,el (bl if to Fi-michise De'aii r: i? tient ereci io the Marker:;iti (i4) posted b), r.C35 tU'Ced or eer[illld 713ki!i,!'el.::-fi IC.:C:1 i;: ri_ LrtiiW[l; tU oily cdditSS Sp i:C]rili:.- the preamble to this Arrec:nicni;o; (iii) electronic mail(enuUil 01 Sirrr hr u.er.rts). 10'ltere eornnlur(:ialhri'a$Gnabi�:.Glol7.l II"ia}'el5(i Cn17[r7;llllli;3iC i'r(li:li�'Cr illtUCi11i1tifiil t0 Franchise Dealer by tcicphonic;rucan5 inelud"in-th—c n;eG.;S Of ecniniuniL:al un s')tcified in flection 9.16 G1c,b41 may change the c:ddress for delivery of notices to it b) furnishl iw v.rirtcll notice pursuant to tlli5 Section.20.4. Notice is dee(ned furnished ol: the first tD(coir o)the `0110%6ng: (ai if made by personal delivery,the date the notice is pe(yonally delivered; (b) if made by le;oiSteled or 0ex"itical ilidil, tunes t.;i b(J?](: ;%5 Cie-,srt',�','"tlic dew th1:liotice is dept'sile:! 111 the United States mail, p(i518?( I)vcN-iii.:L`- PMP)fl' "i`c!r.:SSG ;or (C) it made by Global us€hg,electroni;;OC lcicp:li'.n'e OOISInI',.1.lIC:::tf�:i5. "1130r,ifaiisIil(�si011 b"', ()Ja l[' 1'ranohise Dealer, 20.: Global's Legal"Dees and Gists. 1=rancl3ise 3)c'a'c.r V,`ll proml; I.�. reiinhorw Global on demand for 511 cosls, fees(including attorneys and expert Yces),rand expenses incu :ed b} Global in enfc,rcing its riehIs or reim dies under this Agreement Claials. All claims b} Fmnchise Dmlel`,Mather or not out(l :itis arc hawed unles' asserted by the commencement of a lawsuit Darning Global as ae er.ur_!11 in a cDurt of competent jurisdiction Niithin 12 months after the ovLent,act or ornission m x0lie.1,tate Cil.ill,Vf tares. 20,7 Limitation of Liability. Global is riot liable.lu franchise I3oOer or an} 011-ei•person tor: (a) Prospe'Aive or lost Profits or speoiai,ineidenud,indirect, exemplal'y Or e4nsequcnti2ll da cages(Whether or not such pr0n!?eCtiyC Or 10st pi'Of taS Or r;t:'!Ur Jauu;4es may be probable Or reasonably foreseeable)in ant CirCCITiStanecs aritiing c)lit of the '.It,f Ci Il1&t1cY Of this Agreelilon, u. Global's acts of Omissions reialirlr io that:iLlbjeet n:aak:r;or (h l ciainls under Section 2.9 in cxc l;,tr ] ra:;chis( Dealer's ptls(h::'.::f:ri(e tl: 1:iti Plvducts to wich the claims relate. 2f?.Y k ntirC Aereernent Modification. This Agreelzlcnl(including the attrcl:nlenis,sclie-JOCS, and addenda,if any.whichare incorporated for all purposes)curttains the entire agreenient and;tnderslundirl bet(Wec;l I rsnchise Dealer and Global pertaining to tilt :ovcrud svb cat m Z(ter• ,1; sup r-sede.all price afire(:ntc nfs relating to that subject platter. `there are nu bindiq oral rcllYesenta:irxl;,,t P dation,. warranties,Or 'tlndt9rSt:,nd1ng5' r(:1ai131'�y t0 this AgreC.inc;7l t.^.ii:37c;tlEit fl'il\'sal Jl:l:ii 11� :�.'�;'t.l'.T�nt i•;i7('it€[illlg tilt' attachmerits,schedules;or addepd t nerd F .:'_-Pt for lh()sc o-ern€l r+ tt; ! 1 adc u!,ilatvrAi by tinder this Agreement no aniendizie:zl,clian c ar l a is tee i.om this .icitlent is binding dll either Party unless agreed in writing by the Franchise Dealer and Globai's iha3 iLc6 representative. 20,() Sevcrabslit�an(1 Construction. Except as tDihCM isi exp essl� pro+it c u in:111;Agreement.cath provlsiOn. and portion of any provision.of this Agree; i ni is S,:vet ab:e, 11: tOr 21IN r ua(:G,a provision or pOTUo 1(1's .nY ptOVIS€Dn of this Agrei:inelli is dcWrmiIled by a Court Of cEorr pvki :1i U:";Su;c:iiCll Io b;invalid Or i€neri:i;rc4:-.;ble,the In�alidir4 or unenfur44A.hi!St, \`'kit 11,01 af"L;.;i'.}i4 St:C:E._; ;}' cliu�t'CCdI}lE t� t)! a?"i�'()i]1L'r prUvIS1Urt<7r portion(,Cc prOviS;011. hill force and effect. ?0.11) `third Part 16 ht—s. Except as Otherwise.e:511r tssl}pias idea: €;;ill t;.wee rl;(nt. no pt;rson or entity' not a p;;rty to this Agreelnew has any rights or re;-ncdics I.Meter this A reernena, including without limitation a 1ti rig.'zt>or remedies�:s<.±hili part) beneiicis lJlC2lUlri!RS All hiadinps iii :has Agree) ;:;ilt a' ErllCriii iA,.t_v for c"i;"."rl; ?) a d:i r1+7! lc'u4 Che mc,,mine-"Ur COnSfr:iCt(Ur,c- any pr()1 isior,C%i ti-:'1S A .Te;'plant. �,b (+.l JUI.it 8171 ti:l'OTaI Obilt?8tlofi. ,^1€a IC[io4`rl�Tl^intfl!;; repyescnta'iofls, �;si:£l;tits;iiI i nbli,ations s:i Franchiw. [)Cala undo this Agreement arc mi.;Jc by,rand bindir-go on. all lho-u si .ilirg this Aprz,mcr,l jcfin;l) and severally as 1'ranahise.;)cftl�r. 20.l ; 61ohal Approval. This Agreenhclh(is not hindlng.on (.notal Limil appio%cd 8iid slcrwd ilii(il+'Jl'dl'::bcil,;I by Glob al's authorized representative. terms c_)n.l{enewal. frothing in chis Agree.mcnl is to be conSITued as l;reverili!!f�litol)al,upcat rcnewa thc l l'xnchise Relationship,froiT;oI?;erirlg Franchise Dealer terns and conditinll:in good frith and the normal course of business which differ from or iirc in addition to those it!this.Agreenl rL including te!-S i,nj i.onditions relating to the Related fllls!M:sSCS Or other bus!nc%seS+ hii.C'.Il C?]u,,'br ciperwed 31.flic liarl;Cti-ig Prentises. APTIC[T..V�i A3DIDi'I'TONA3-,FR.aNCHISl DL.-`Lk E,t2 Jtl Yfl ): l ri:t l:��_A�-ND€A AitR-i7l�.S 2 i_i Business Risks. F ranchi-.c Dcaier represents and�;'afrar;.s that;t..as c C'i]u tt: an independent inl'estlgation of the Businesses and recopni"lc8 That Erie liusrnuSSLS!C.,olve btisil-,&S risks and thFtt its �I1Cccss lvlll be largoait dependent upon the coNit)'of Frttnchi3 Dea!�-i'�:`?rl 1n�ic,T.sCC"i(1C:r?t GiiSlrri:551',f: .`.-.i�E:. Global expressly disc leims the nla<in-of,end franchise Dc Ic, rG}f ~1171- that it?,is nut ri ci col rellreselhi',-3ilon,Warrant)'or goaranteG,exp esti or hrji3lied, to t!It pro lis or suci)c55 of the Busill2ss �cove-red 1?v'J'i>r.1`I'Ff:Y:itnl. i 2 Rc r'C;JCfILations. Franehise)_}eald-rCpTCSriEI�i--nd warrants wit it hits T;-: ;lo',i tF;dlw lli all's p -. .�..— or wevranty by Global,Supplier,or any Affiliate or their r,,spcctive uJ� el i.,dinxtors,shareholders; enaployccs,agents or contractclrs concerning the Businesses ilia[ is cOntiar; to Lhe teens of this Agreemc:iit Ur llic documents rcfermJ m in this Agreeln[:fi. J-rarjchise Pe.Aer re es�.ws,:lrli V';13':'aIIIS tla: C`:) litobal heti lnadu no rep;-esentatiflri or V-1 t'.,nty Irl i rancliise Detilei Eihai l'.irt::lhiSC Dealer will Pill, or l5 11lCCl; (t-i earn d Jlo5lttVL'retLrri on 2.!1% :nVtS(f-re'n1 rn'. t`1 FT SL 1)eaer; i b) the Frmichise Includes no rigl-t ef�::clusi� (c) (.;lona] has rmide no representatir,ri or tram-nty that it will bit) bacit cr othee ise 2::CcP1 frouh l-r'anehise healer any Proc]LMS,supplies(Ir ec a il?rr.ant •uri�iia,c id c;r;used b Franchise t%calci in connection with the flusinesscs: {tl3 l'rdrkCl-IISC:Df::liC!'has made nil! t;3 -�;r ,`:�i'f31i;1'ifi� ICI!('thil.' _ .......... .Agreement,anfl -_.... ........ ....... __.. . _.. (e) it J'ranchjSc)`Deck!is Ca CprlloraticLn of 1>mi�ci, (i) J'ranchise Dealer is Cit:[)' and i'::l::.lJt C}:3st1-1ti. (:I i frfli'+Ca13S"J)::uIcr is unfl the la�'','s o1'Ih of � r lu sus it...l Sian Gti ISS legal Orttill7_�.:,in ula :,,t,_C, li l: . . FrwicC isu Uea!6I-115;1 ihG IE_Ui nLlli!Js'il} Lo 01ILI'i irtt., this Agreement,to pt:i form ils obl.igaiions "ilii to C'onsummatl•?i:C transections colltempla!ti,?lis•this lir) Fra="� i!ise llcaler`s si�iliilt�. c' JjN ter,, �Dd i cC;f0i grevinent hiss l—,11(1111% Lihthoriz o by all re;fuiied a 4 1.: l;�cci > 01.Aktachmerits and 1Jisclos rhes, Frar.chise Veale reprt se rt;alto +wants th"a it receii cd a cnln' of the complete AgreemEnt,the schedules anu attachments to'iris Agi-rt.gle.nt,and any sUppierrx�,itai anti related disclosures required by applicable Lwk 21.-t €.lnciersggidingof Areetner3ts:Core Values. Franchise Dealer represeiars and�,.arrants that it has read and understands this Agreement,any attachments,and any related or supplemental agreements;and that Uobal has afforded ler franchise Deaample time and opportunity to Ct)nSrllt ti.ith advisers(if Franchise Dealer's oujj choosing about the potential benefits and risks ofentrring iittts this Agreement, (SIGNATURE,PACE TO FOO 1,0W1 tito 1),,,rfies as an instrunl(.OL Under sep.l. T n (,I-tm I I IJ� I I-C, A y wfease print) T i Mew (Tj oI3 i-!.L(j GROUP CORP, P f TA: VILIAAM BURKE Fmn&im Deis, Bw No Titkf.fildk- gent) 0�:.!ders that are ourporati(,jis pum,m 41 -BIENT TC PA,.TPA Fl�ZA.-NCIIISF,,,�GREf,.i\4EiiNT DEF."INITIONS mc8ans a coi�poration thau corjjr,)ls, ;s oolmolied by or kinder eomrnovi cc,).jroi Nviih,2inojilcr corporW3n. the hidwated i)i tl'r- -mid jIlCludeS af! 3 h 001eti Agre"Wnt- -amhudzed rqnesenwdve of Supplier'' mems an awhWded person f.: bt LLjPj);ivr. -bushess Q means any day, except emkoWs and G&W-rempW hoNdqs. "Businesses" means: (a)Motor-Fuels Bmhesy and(W w,RAMA HUNOZO. I-!_ease Provisions" his the indieated:ri Sc :io:, J. "Colifidential Int'OfInation" has Oit4-ri-Loaning ind'icated in Artie-:,-\ - "ConnTO Volumed' has 1k memig indicated in SMA,1 W. "Contribution Progarn" has the Seciioi 1t1.3. "We Val no" hati jn(lieaWd jjj jlecli;21 B. Cosererl Interests" has the indicated in stellar' means calendar da)- "EFT" a5 jjjraj-j_g inciica&:c ij) 23. -%PWV .has the i,-lean!n�;:jiid:caWd :n Sn ecli�, J8.7-4jY ReCILdremcnts"' has�-�hz rn�!an;P.P-indicated i r.S,-,ctir�r,'Z.7. Immshe" has do Meaning wbmwd 5 SuM K I- h amost DOW has the meaning indicated in Uie prra(lble- a penm-&A(jMa&s a SqTha(Wert Under,halwhke -I-Lonchisc dealer- agreement Global. -H'anchise Relationship" has the menine ifldiooltd ill Mobar: has the meaning indicated ir:If!O IV(° LIble. ffiltlz!!' has thc: indicated ill .-, Inoudes-, rr.:!aqF"include'! but iN not Jmill u),'. 'Indudhf- means"IYIC!Uding.�tni not hinitec! t0:" 2 'IndtmniWeV has indicalcd jj T! !S—I, mew, .sloe nAOMI persw- - i I-J. lias il;.o tieY individue-I No to nnning W"Wd I S.An 4.l M, iILdiVidUal' nit'ans inoivioitiaj: wN;F-espec, --. Janchis(,dealer.who MCeu We definiiiou of'Thc Key lridividu'-L "Ka NUAW Illerns,cult seri hie are: d,upa,by Supplier or Globd frons tin-,c Io time as a key In-.,,kct for the sal;: PI-Od"clS. me@lls c"ISC 1:.-V, ?'Ldu ,rQL'nLons.a'ld orfjCI aud"wig, Over .:12.x:11 Res and cogs" in&U&S 0OUn COSS, eXpUt 41.,OMC1 S LeeS and kji�1- (inAmIg rt:"{?able Costs of 'I.Id swfi) Or pili illeurl,tJ pursuant 10 11liii�,ado- q: has the "e,allij' 42 Tne ,%Ahiariec L:i,..rgy LLC..ur MaPagilt Global shall desimaW ironl iillit"K 1:MC MiLS ct31t'LESCI'EtiC rl. `Mininu,m Acceptable Raring" has ti.c n,es:nin1 indiCated in Sect : :1 6.3_ "11'1i1;(1r-1'tlei5[3145In255" ll8ti ti]C menine-:ildicated in Sc�'liwi 1.1(c). \4ulti t)nit()[leraior' has the rl caning indicated in 5ectioiA 4.2, o- Offer:, has trio meaning indicate'] in Seclic)n 13.1(b). "OC %nership Interest" has the meaning indicated in Section 4A. meads C'Tobal and Franchise IX-alc'a!d,the13'�liCccSSor�All(:`a*Sly".S as[if,mil.te,!by this r',krtcta!I11 rrxansarty r.woral ners6n oa ',} civi?oi'dtior;,ct.lrr3pany, parincr�lli .. '`p�rsnn" , joint or oiler form ofr>r�:+~v..liGri. "YMI'q" ilas the Itleaning inclic;ale-d in 5ccO(- 1.i- .:11roduct Security" has the meaninG indicated iii Section 2.4. "Products" has the meaning indicated i€r Sectio!)2.1. "Prug,ram' h,:s the IC'ea'ling illiCntctl ill `_�uA,1`Q.i�. "I'rof�rieian il-'IYihc" hiss 1VC€ilcen'lr;r in keci€ l C r t l;ij 5 ',.' ..IZclati;,i Rilsines.s" las hs r:�eu: in:lira?�rR ; t.r•,: "Related Party' has the,ilieailtng i;iaic;itcd iri SeofiLn 1S.2 "Standards"` has the iIml tin- in(iii;.3ted in SEcctic ll G.1. "Standards I Iandpooks" has the meaning indiicalad in Secti;in 6.1. "SLipplicr" has the rucaning indicated in Reoiv�i A. -'S-upplic•r A-it nient" has the meaning indicated ir: �u;llaliar tlutlet has:Ile lcieaning indicatl;ci ir, t,,-,—' J A nl" has the nlf-�iiiin�&indlcmtd ill `lcri11'' has the nlcllln2 IndiCatcu 111 ef7Jilli L' ransfer.' has the)nearing ilidicated in Sectio•>l 12A, . 'fransfcrisr'' has the rr_eaning Indicated in Sectio±: 12.1. Ail refcrenceli in this Agreoment to the masclrline,neuter u-sir-gu!.; ❑rr:!a br.cons:ruc d In include the masculine:feminine,neuter or;dural, isrhrre arplicabJGL a 43 ;. �: '` I; ,, ,: _ ;`; ..;.,. GLOBAL COIPANIES LLC 800 South Street P.O.Box 9161 Waltham,MA 02454-9161 ph:781-894-8800 fx:781-398-9000 ,lune 11. 3018 MANN & MANN, P.C. 191 SOUTH MAIN STREET MIDDI-ETON, MA 01949 VIA FEDERAL EXPRESS RE: SERVICE STATION 1435,260 Winthrop Avenue, North Andover, MA DearAttorney.fill Mann: We are writing on behalf ol-Global Companies I,I.0("Global") regarding your clients purchase of the above reference service station business ("Service Station"). Reference is also made to that certain Asset Purchase Agreement dated November ;, 2017 by and between William Burke, ftla North Andover Mobil ("Dealer") and your client, SUNJ. Inc. ("Purchaser") Pursuant Io Which Dealer has agreed to sell Dealer's business at 260 Winthrop Avenue, North Andover, MA and assign the PMPA Franchise Agreennent, dated October 18,2017 to Purchaser. This letter shall serve to inform Purchaser that Global has approved the sale oI beer and wine at the Service Station ("Approval"). contingent on the sale and assignment ol'the Service Station beo een Dealer and Purchaser_ In the event the sale and assignment of file Service Station fails to occur between Dealer and Purchaser,the Approval becomes 111111 and void. Very truly yours. a Yelena Tsvay-gci auni, Esq. cc: Andrew llenaskovic Ste%e Lundgren www.globalp.com i �z.00�. rL��s ��v: 2.60 �VINTHROP AV�NI7E " i, - f ........... ---------- C AS-CC:A7_s az/ I ILI- lfl 1-4j:;11 X U= D N CONVEVE%CES TORE A- 260 A NO 0 V7 R, \j m A WAL<-T, COCA R SII 'ONV�JCTICN '4EY PLAN! F—: A YOU ll A, cg Zl."VA CN A-A ,, ��TE PLANS FOR 260 INTHRUP AVENiTE, NORTH ANDOVER, IVIA PARKING CALCULATIONS PSL — LOCUS rMAP = , CEE6 REFERENCE: Locu� PLAN REFERENCES: \) - I� I ` 6 PROD T N — EC NOTES: _.:ccv-w"`arrco�o:ia.:n¢�'._',�a�"�,°.".E�.is»n erMl-�:".4 Io vxaai£9Ra v+JG�w.Uic:✓'• �cKiv at Hi:Uvrti'J�:'.} '� . v plc i.xn nxiinecNc.L. EXISTING 342 E k a 6UILOING 3 v y :Ew � ouuvsrta FF .t _ d EX,giNG I $� � CANOPY e II FUEL�PUMPS I I I msLu s: 2 syncs � I' Nap a — I ryz k v WINTHROP AVENUE (ROUTE 114) z o � o ag 9 F NORTH SHORE SANK,A COOP BANK 1337 MANN & MANN, P.C. MIDDLETON,MAa1949 - 53-77 2 912 1 1 3 191 South Main Street,Suite 104 Middleton,MA 01949 6/5/2018 ORDER of Town of North Andover - ry.....�. ...__..---_l *100.00 O � One Hundred and 001100********************** r CJ a, ... ...... DOLLARS lap Town of North Andover z Tax Collector 19 El 120 Main Street North Andover, MA 01845 MEM(7 .�/L�- iLJ 2017-66Nitesh Patel II°OOL33 ?e 1: 21L37129W: 47245776uq MANN&MANN,P.C. 1 337 Town of North Andover 6/5/2018 liq lic filg fee; 2017-66Nitesh Patel 100.00 Mann &Mann P.C. 2017-66Nitesh Patel 100.00 MANN&MANN,P.C. 1 337 Town of North Andover 6/5/2018 liq lic filg fee; 2017-66Nitesh Patel 100.00 �r Mann & Mann P.C. 2017-66Nitesh Patel 100.00 illil II iiillliii Ili 062 J169139(7117) 100821 Rev 211 h NORTH SNORE SANK,A COOP BANK 133 MANN & MANN, P.t'.,.. MIDDLETON,VA01949 191 South MainStreet,Suite. 53 7329/2113 Middleton,MA[)1949. 6/5/2018 77 PAY TO THE ** Town of North Andover �, � 2,000.00 7 ORDER OF Two Thousand and 001100"""'�**�***���*�**��***�**���**�**��*�******�*w��*��W�***�*�*��**�**�*��**�**�*** DOLLARS Town of North Andover Tax Collector 120 Main Street North Andover, MAO 1845 MEMO A01845 E ° 2017-66Nitesh Patel i 000LAA811' 1: 2113 L298+: 472457'1110 � MANN&MANN,P.C. 1338 Town of North Andover 6/5/2018 pkg store file fee all alcohol 2017-66Nitesh Patel 2,000.00 Mann & Mann P.C. 2017-66Nitesh Patel 2,000.00 MANN&MANN,P.C. 1338 Town of North Andover 6/5/2018 pkg store file fee all alcohol 2017-66Nitesh Patel 2,000.00 'n � J Mann & Mann P.C. 2017-66Nitesh Patel 2,000.00 lillllllllill�llll 1082 J169139(7117) 100824 ,Hey 2114 NORTH SHORE BANK,A COOP BANK 1339 Y MANN & MANN;P. C. MIDDLETON,MAo1949 191 South Main Street,Suite 1.043 7128/2113 Middleton,MA 01949 6151201$ T PAY TO THE Commonwealth of MA $ **200.00 ORDER OF cS Two Hundred and r DOLLARS PROTECTED AGA NST FRAUD� xt Commonwealth of MA El .10 r MEMO p 2017-66Nitesh Patel 1100Qi339u■ ii: 2LL371298i: 47245776n, MANN&MANN,P.C. 1339 Commonwealth of MA 6/5/2018 liq lie ABCC 200.00 Mann & Mann P.C. 2017-66Nitesh Patel 200.00 MANN.&MANN,P.C. 1339 Commonwealth of MA 6/5/2018 liq lic ABCC 200.00 D Mann & Mann P.C. 2017-66Nitesh Patel 200.00 062 A69119(7117) 100821 Rev 2/10, TOWN OF NORTH ANDOVER OFFICE OF FACILITIES DIRECTOR 384 Osgood Street North Andover, Massachusetts 01845 Stephen E. Foster Telephone (978) 685-0950 Facilities Director (x-41306) sfoster@townofnorthandover.com To: Board of Selectmen Re: permit fee waiver Date: 6/18/2018 In accordance with the building department requirements, this memo requests waiver of building permit fee for the toilet room renovations at the Kittredge School facility located at 601 Main Street North Andover, MA. The cost of the repairs is estimated at $ 25,000 The scope of the work includes: • Removal of existing plumbing fixtures • Construction of new "wet wall' • Ceramic the floor patching RODMAN .RODMAN & SANDMAN ATTORNEYS AT LAW June 13, 2018 VIA FEDERAL EXPRESS Mr. Andrew Maylor, Town Manager Town of North Andover 120 Main Street North Andover, MA 01845 Re: National Opioid Litigation - Town of North Andover Dear Mr. Maylor: We are writing to you on behalf of our consortium, the Massachusetts Opioid Litigation Attorneys (MOLA), to encourage North Andover's participation in the opioid litigation. The opioid epidemic has had a profound impact on virtually every community in Massachusetts. As you may be aware and read in the press, our MOLA team of six national and three local law firms has been filing individual lawsuits on behalf of Massachusetts cities and towns against the manufacturers and distributors of opioids who are responsible for flooding our markets with these dangerous drugs, while minimizing their risks of addiction. This epidemic is 100% human created and is the result of the deliberate actions of some of the most powerful pharmaceutical companies in the world. To date, our team has been retained by or has received verbal commitments from over 100 Massachusetts cities and towns. Participation in this litigation provides you and other officials in your community with a unique opportunity to have a voice in fighting this national healthcare crisis. North Andover has damages that are recoverable, both related to past costs for police and fire support, education, treatment, etc., as well as future damages related to addressing the opioid problem. This is not a class action litigation, but rather an effort by individual cities and towns to recover damages for the losses they have sustained in the past and will incur in the future. Our team operates purely on a contingency fee basis. There is no financial obligation on North Andover, as we are only paid in the event of a successful outcome. We front all costs of litigation and are reimbursed only if we are successful and only if we obtain a satisfactory result for you. A PROFESSI O N A L CORPORATION 4 4 2 MAIN STREET • SUIT E 3 0 0 • MALDEN • MA • 0 2 1 4 8 - 5 1 2 2 T E L 7 8 1 - 3 2 2 - 3 7 2 0 • F A X 7 8 1 - 3 2 4 - 6 9 0 6 W W W . R R S L A W . N E T Mr.Andrew Maylor,Town Manager Town of North Andover June 13,2018 Page 2 Enclosed, for your review, please find the following documents: • List of our Massachusetts opioid clients, to date; • Courtesy copy of our fee agreement; • Informational brochure describing our MOLA team and the purpose and goals of this litigation; • Massachusetts Department of Public Health publication, "Number of Opioid- Related Overdose Deaths, All intents by City/Town 2013-2017"; and • Massachusetts Department of Public Health publication, "MA Opioid-Related EMS Incidents 2013-2017. We look forward to further discussion with you and are available to assist you as you consider participation in what we consider to be the most important litigation of our time. Thank you. Massachusetts Opioid Litigation Attorneys, by and through its Massachusetts counsel Richard M. Sandman RODMAN, RODMAN & SANDMAN, P.C. Peter M. Merrigan J. Tucker Merrigan SWEENEY MERRIGAN LAW, LLP Lauren Goldberg Jonathan Silverstein Mark Reich KP LAW, P.C. RMS:lz Encs.: as stated SIGNED MOLA CLIENTS 06/13/2018 Acushnet* Mattapoisett Watertown* Agawam* Melrose West Boylston Amesbury* Methuen* West Springfield Auburn* Milford* West Tisbury* Barnstable Nantucket* Westborough Belchertown Newburyport* Westford Billerica* North Adams* Williamsburg Brewster* North Attleboro* Winchenden* Bridgewater* North Reading Winthrop* Carver* Northampton* Woburn* Charlton* Northbridge* Chelmsford Norton* Chelsea* Norwell* Clarksburg Palmer* Danvers* Peabody Douglas* Pembroke* Dudley* Pittsfield* East Bridgewater* Plainville* Eastham Plymouth* Easthampton* Revere* Everett* Rockland* Freetown* Salisbury* Georgetown Sandwich* Grafton* Seekonk Greenfield* Sheffield Hanson* Shirley Holliston Somerset* Holyoke* South Hadley Hopedale* Southbridge* Lakeville* Spencer* Leicester* Sturbridge Leominster* Sudbury Leverett* Sutton* Lowell* Swampscott Ludlow Templeton* Lynn* Tewksbury Malden* Truro* Marblehead* Tyngsborough* Marshfield* Ware Mashpee Warren* * = complaint has been filed Town of North Andover,Massachusetts ENGAGEMENT TO REPRESENT RE: Town of North Andover, Massachusetts civil suit against those legally responsible for the wrongful distribution of prescription opiates and damages caused thereby. Town of North Andover, Massachusetts (hereinafter "CLIENT"), by and through its Board of Selectmen, hereby retains the law firm LEVIN, PAPANTONIO, THOMAS, MITCHELL, RAFFERTY&PROCTOR, PA("Firm") on a contingent fee basis,to pursue all civil remedies against those in the chain of distribution of prescription opiates responsible for the opioid epidemic which is plaguing the Town including, but not limited to, filing a claim for public nuisance to abate, enjoin, recover and prevent the damages caused thereby. Peter J. Mougey of the Firm shall serve as LEAD COUNSEL. CLIENT authorizes LEAD COUNSEL to employ and/or associate additional counsel, with consent of CLIENT, to assist LEAD COUNSEL in the just prosecution of the case. CLIENT consents to the participation of the following firms (collectively referred to, herein, as "Attorneys"), if no conflicts exist, including but not limited to conflicts pursuant to the Massachusetts Ethics laws and the Massachusetts Rules of Professional Conduct: LEVIN,PAPANTONIO,THOMAS,MITCHELL,RAFFERTY&PROCTOR, PA 316 South Baylen Street Pensacola, Florida SWEENEY MERRIGAN LAW, LLP 268 Summer Street, LL Boston, Massachusetts RODMAN,RODMAN& SANDMAN, P.C. 442 Main Street, Suite 300 Malden, Massachusetts GREENE,KETCHUM,FARRELL,BAILEY&TWEEL, LLP 419 11th Street Huntington, West Virginia BARON&BUDD, PC 3102 Oak Lawn Avenue #1100 Dallas, Texas HILL PETERSON CARPER BEE&DEITZLER PLLC 500 Tracy Way Charleston, West Virginia Town of North Andover,Massachusetts POWELL&MAJESTRO, PLLC 405 Capitol Street, P-1200 Charleston, West Virginia McHUGH FULLER LAW GROUP 97 Elias Whiddon Road Hattiesburg, Mississippi KP LAW,P.C. 101 Arch Street, 12th Floor Boston, Massachusetts CLIENT is retaining the Firm and Attorneys collectively and not as individuals, and attorney services to be provided to CLIENT hereunder will not necessarily be performed by any particular attorney. In consideration, CLIENT agrees to pay twenty-five percent (25%) of the total recovery (gross) in favor of CLIENT as an attorney fee whether the claim is resolved by compromise, settlement, or trial and verdict (and appeal). The gross recovery shall be calculated on the amount obtained before the deduction of costs and expenses. CLIENT grants the Firm an interest in a fee based on the gross recovery. If a court awards attorneys' fees, the Firm shall receive the "greater of the gross recovery-based contingent fee or the attorneys' fees awarded. CLIENT shall not pay to the Firm and Attorneys a fee of any kind or nature if there is no recovery. The Firm and the Attorneys shall advance all necessary litigation expenses necessary to prosecute these claims. All such litigation expenses, including the reasonable internal costs of electronically stored information (ESI) and electronic discovery generally or the direct costs incurred from any outside contractor for those services, will be deducted from any recovery after the contingent fee is calculated and shall be paid to the Firm and Attorneys. CLIENT shall not be required to reimburse the Firm and Attorneys for litigation expenses of any kind or nature if there is no recovery. If there is a recovery, the expenses charged shall be capped at 10% of the recovery, such that fees and expenses combined will not exceed 35% of the gross recovery to the Town. CLIENT acknowledges this fee is reasonable given the time and labor required, the novelty and difficulty of the questions involved, and the skill requisite to perform the legal service properly, the likelihood this retention will preclude other retention by the Firm, the fee customarily charged in the locality for similar legal services,the anticipated (contingent)litigation expenses and the anticipated results obtained, the experience, reputation, and ability of the lawyer or lawyers performing the services and the fact that the fee is contingent upon a successful recovery. Attorneys shall have the right to represent other municipalities, governmental agencies or governmental subdivisions in other opioid related actions or similar litigation, subject to the requirements of the Massachusetts Rules of Professional Conduct relating to conflicts of interest, and CLIENT consents to such multiple representation. CLIENT has determined that it is in its own best interests to waive any and all potential or actual conflicts of interest which may occur as the result of Attorneys' current and continuing representation of other entities in similar litigation. Town of North Andover,Massachusetts This litigation is intended to address a significant problem in the Town. The litigation focuses on the wholesale distributors and manufacturers of opioids and their role in the diversion of millions of prescription opiates into the illicit market which has resulted in opioid addiction, abuse, morbidity and mortality. There is no easy solution and no precedent for such an action against this sector of the industry. Many of the facts of the case are locked behind closed doors. The billion-dollar industry denies liability. The litigation will be very expensive and the litigation expenses will be advanced by the Firm with reimbursement contingent upon a successful recovery. The outcome is uncertain, as is all civil litigation, with compensation contingent upon a successful recovery. The Firm intends to present a damage model designed to abate the public health and safety crisis. This damage model may take the form of money damages and/or equitable remedies (e.g., an abatement fund). The purpose of the lawsuit is to seek reimbursement of the costs incurred in the past fighting the opioid epidemic and/or recover the funds necessary to abate the health and safety crisis caused by the unlawful conduct of the wholesale distributors and manufacturers of opioids. CLIENT agrees to compensate the Firm, wholly contingent upon prevailing, by paying 25% of any settlement/resolution/judgment, in favor of CLIENT, whether it takes the form of monetary damages or equitable relief. For instance, if the remedy is in the form of monetary damages, CLIENT agrees to pay 25% of the gross amount to Firm as compensation and then reimburse the reasonable litigation expenses. If the remedy is in the form of equitable relief(e.g., abatement fund), CLIENT agrees to pay 25% of the gross value of the equitable relief to the Firm as compensation and then reimburse the reasonable litigation expenses, subject to appropriation of funds therefore and the applicable provisions of Massachusetts law. To the extent that the remedy includes both monetary damages and equitable relief, 25% of the monetary value of the equitable relief together with 25% of the monetary damages will be deducted from the total monetary damages as compensation for the Firm. If such compensation exceeds the total amount of the monetary damages awarded,payment of the additional compensation amount shall be subject to appropriation of funds therefor. To be clear, however,the Firm shall not be paid nor receive reimbursement from public funds unless required by law. However, any judgment arising from successful prosecution of the case, or any consideration arising from a settlement of the matter, whether monetary or equitable, shall not be considered public funds for purposes of calculating the contingent fee unless required by law. Under no circumstances shall CLIENT be obligated to pay any attorneys' fee or any litigation expenses except from moneys expended by defendant(s) pursuant to the resolution of CLIENT'S claims. If the defendant(s) expend their own resources to abate the public health and safety crisis in exchange for a release of liability, then the Firm will be paid the designated contingent fee from the resources expended by the defendant(s). CLIENT acknowledges this is a necessary condition required by the Firm to dedicate their time and invest their resources on a contingent basis to this enormous project. If the defendant(s) negotiate a release of liability, then the Firm should be compensated based upon the consideration offered to induce the dismissal of the lawsuit. The division of fees, expenses and labor between the Attorneys will be decided by private agreement between the law firms and subject to approval by CLIENT. Any division of fees will be governed by the Massachusetts Rules of Professional Conduct including: (1) the division of fees is in proportion to the services performed by each lawyer or each lawyer assumes joint responsibility for the representation and agrees to be available for consultation with CLIENT; (2) CLIENT has given written consent after full disclosure of the identity of each lawyer, that the fees Town of North Andover,Massachusetts will be divided, and that the division of fees will be in proportion to the services to be performed by each lawyer or that each lawyer will assume joint responsibility for the representation; (3) except where court approval of the fee division is obtained, the written closing statement in a case involving a contingent fee shall be signed by CLIENT and each lawyer and shall comply with the terms of the Massachusetts Rules of Professional Conduct; and (4) the total fee is not clearly excessive. The Firm and Attorneys will perform the legal services called for under this Agreement, keep CLIENT informed of progress and developments, and respond promptly to CLIENT's inquiries and communications. CLIENT will be truthful and cooperative with the Firm and Attorneys, disclose to the Firm and Attorneys all facts relevant to the claim, keep the Firm and Attorneys reasonably informed of developments, and be reasonably available to attend any necessary meetings, depositions, preparation sessions, hearings, and trial as reasonably necessary. LEAD COUNSEL shall appoint a contact person to keep CLIENT reasonably informed about the status of the matter in a manner deemed appropriate by CLIENT. CLIENT at all times shall retain the authority to decide the disposition of the case and personally oversee and maintain absolute control of the litigation, including but not limited to whether to settle the litigation and on what terms. CLIENT may discharge the Firm and Attorneys at any time by written notice effective when received by LEAD COUNSEL. Unless specifically agreed by the Firm and CLIENT, the Firm and Attorneys will provide no further services and advance no further costs on CLIENT's behalf with respect to the litigation after receipt of the notice. If the Firm is CLIENT's attorney of record in any proceeding, CLIENT will execute and return a substitution-of-attorney form immediately on its receipt from the Firm. Upon conclusion of this matter, LEAD COUNSEL shall provide CLIENT with a written statement stating the outcome of the matter and, if there is a recovery, showing the remittance to the client and the method of its determination. The closing statement shall specify the manner in which the compensation was determined under the agreement, any costs and expenses deducted by the lawyer from the judgment or settlement involved, and, if applicable, the actual division of the lawyers' fees with a lawyer not in the same firm. The closing statement shall be signed by the CLIENT and each attorney among whom the fee is being divided. At the conclusion or termination of services under this Agreement, the Firm and Attorneys will release promptly to CLIENT all Of CLIENT's papers and property. "CLIENT's papers and property" includes correspondence, deposition transcripts, exhibits, experts' reports, legal documents, physical evidence, and other items reasonably necessary to CLIENT's representation, whether CLIENT has paid for them or not. Nothing in this Agreement and nothing in the Firm and Attorneys' statement to CLIENT may be construed as a promise or guarantee about the outcome of this matter. The Firm and Attorneys make no such promises or guarantees. The Firm and Attorneys' comments about the outcome of this matter are expressions of opinion only and the Firm and Attorneys make no guarantee as to the outcome of any litigation, settlement or trial proceedings. Town of North Andover,Massachusetts The relationship to CLIENT of the Firm and Attorneys, and any associate counsel or paralegal provided through them, in the performance of services hereunder is that of independent contractor and not that of employee of CLIENT, and no other wording of this Agreement shall stand in derogation of this paragraph. The fees and costs paid to the Firm and Attorneys hereunder shall be deemed revenues of their law office practice and not as a remuneration for individual employment apart from the business of that law office. This Agreement contains the entire agreement of the parties. No other agreement, statement, or promise made on or before the effective date of this Agreement will be binding on the parties. This Agreement may be modified by subsequent agreement of the parties only by an instrument in writing signed by both of them or an oral agreement to the extent that the parties carry it out. If any provision of this Agreement is held in whole or in part to be unenforceable, void, or voidable for any reason, the remainder of that provision and of the entire Agreement will be severable and remain in effect. This Agreement shall be governed by, construed and enforced in accordance with the laws of the Commonwealth of Massachusetts and the parties hereto submit to the jurisdiction of any of its appropriate courts for the adjudication of disputes arising out of this Agreement. SIGNED, this day of 1 , 2018. Town of North Andover,Massachusetts Authorized Town Official Accepted: LEVIN, PAPANTONIO, THOMAS, MITCHELL, RAFFERTY& PROCTOR, PA 316 South Baylen Street Pensacola, Florida By Peter J. Mougey Date Lead Counsel Accepted: SWEENEY MERRIGAN LAW,LLP 268 Summer Street, LL Boston, Massachusetts By Peter M. Merrigan Date Massachusetts Counsel Town of North Andover,Massachusetts Accepted: RODMAN,RODMAN&SANDMAN,P.C. 442 Main Street, Suite 300 Malden, Massachusetts By Richard M. Sandman Date Massachusetts Counsel Accepted: KP LAW,P.C. 101 Arch Street Boston, Massachusetts By Mark R. Reich Date Massachusetts Coordinating Counsel °r��lydiri i o PRESENTED BY V L A ! MassachusettsOpioid Litigation Attorney SWEENEY ERRIG N KP I L N r ILP REBUILDING �' tl 41 � qu�ti f iG i ± � RAW,k r�rur,COMMUNITIES TOGETHER r iY I � F u G " µ i r W ii k IN ACTIO iN, WITH: GREENE KET"iCHUM HPCB • D fkliUyek�� r 1C�UJELL.& MCI ILI� n1e Fnrrnra.� unio.Er�nvec�roe fiiU,Pekers��n,Carper, R a &s U 013' ,p JESTIL .ti< Bee 8,DeiCaCer,PLLC i i. W H1 U Cour country is in the midst of a public health crisis stemming, from a flood of opioids pouring into our cities and counties. These opioids are destroying our families, taking tido livesof our loved ones, and sapping tax dollars and resources fro, our communities. This opioid epidemic has been fueled by the greed of the corporate elite which includes drug manufacturers and ; distributors.. despite being required by federal'i and Mate law to detect and report "suspicious" orders of opioids they chose not to comply. This has to stop. These companies need to be held accountable. We can help. 12016 THERE FERE OVER, 42,249' DEATHS INVOLVING PRESCRIPTION OPIOIDS - THIS IS 5X HIGHER THAN M 1999 r wl w,ccic.cmv dru puerdose e "denitc rMidex.Ilkrnil r' NATI6N^L OPI:0,10 LITIGATION ABOUT OUR LEGAL TEAM We are unlike any other firm or attorney group. As opposed to some firms who are attempting to pursue this litigation on their own, we have formed a consortium comprised of some of the preeminent trial firms in the country that specialize in pharmaceutical litigation. MOLA, along with this National Consortium, was not cobbled together to fight a single battle. Recognizing that the target defendants are some of the richest corporations in the country we are prepared to go the distance and hold them accountable. We are leaders in opioid litigation having filed some of the first cases in the country and having cases already working through the courts. Currently representing more than 500 governmental entities, our Consortium has filed more opioid cases across the country than any other group and is currently representing clients in more than ten states. Throughout this process, our firms have worked together seamlessly and successfully. Whether large or small, we are committed to representing local governments - cities, towns, and counties - and ensuring that they each are justly compensated for the public health crisis and costs imposed on there by the manufacturers and distributors of opioids. SWEENEY Sweeney Merrigan � sweeneymerrigan.com [Bon Boston-based Sweeney Merrigan Law brings two generations of experience to the the team.Whether it is taking on some of the biggest companies in the world,or fighting for personal injury victims in Massachusetts,Sweeney LAW LLP Merrigan's award winning team is dedicated to protecting the communities they serve.Sweeney Merrigan has litigated many multi-million dollar cases successfully for their clients. Rodman Rodman & Sandman I rrslaw.net During the 1970s,Rodman,Rodman,&Sandman established themselves as pioneers in asbestos litigation,representing victims of mesothelioma and the debilitatingpulmonary diseases that asbestos exposure can cause. Their earliest asbestos cases involved exposures at the Boston Naval and Bethlehem Steel Shipyards,after which we began to represent workers from shipyards across the country.Through the years,Rodman,Rodman,&Sandman has taken on Big Pharma,Big Tobacco,and oil giants on behalf of their clients. KP Law I k-plaw,conn The principal expertise of KP Law is the practice of municipal law.KP Law represents over one-third of the cities and KP �LAW towns in the Commonwealth as their City Solicitor or Town Counsel.In addition,we provide special counsel services, 'Iheleaeto in PubfieSatew two including serving as labor and employment counsel,to other cities and towns,special districts,housing authorities, regional transit authorities and state agencies. Levin Papantonio I levinlaw.corn LEVlN,,PAPANTON10 Levin Papantonio is a nationally recognized litigation firm that has built a reputation an its willingness to litigate to f N0,-°101-11 11– verdict complex disputes against some of the world's largest companies.The firm routinely Rtigates cases that require thousands of attorney hours and millions in expenses. Baron & Budd I baronandbudd,com Baron&Budd,PC was founded in 1977 and has offices in Dallas,Austin,Baton Rouge,New Orleans,Los Angeles BARON BUDEV and San Diego.Baron&Budd is one of the largest and most accomplished plaintiffs'law firms in the country. Greene Ketchum I greeneketchum.com GIIEVIE K1,TCH1111 Greene,Ketchum,Farrell,Bailey&Tweel LLP is considered one of the most experienced regional firms in the fields of ­LLUA1LEY­ELLLF medical malpractice and coal mining accidents.Greene Ketchum played a prominent role in the financing and litigation of thousands of asbestos cases over the past 30 years.Their skilled advocacy has returned millions of dollars in verdicts for their clients in both trial settings and settlements. McHugh Fuller I mchughf'uller.com MCHL!S)1 1'U!1E McHugh Fuller Law Group,established in 2006,is a trial firm that specializes in complex litigation and trials in the health and medical fields.The firm functions as an elite trial team made up of experienced litigators and legal writers.The attorneys at McHugh Fuller have tried hundreds of cases,obtaining multi-million-dollar verdicts in courts throughout the country. Hill Peterson l hpcbd.com Founded in 1980,Hill,Peterson,Carpet",Bee&Deitzler has extensive legal experience along with a broad network of dill„Peterson,Carper, resources to undertake a wide variety of complicated claims including,but not limited to Mass Torts and Class Action Bee&DeiLz,ler,PLLC Litigation,Defective Drug Litigation,and opioid Distribution Liability, Powell & Majestro I powellmajestro.com Founded in 2002,, Powell&Majestro has been a premier resource for clients who want experienced,dynamic legal 14, DOWEII& representation.The firm handles complex litigation including the representation of individuals and others who are )MAJESM.O.— victims of consumer fraud or are injured by defective products.Powell&Majestro attorneys are nationally recognized for their work in serious injury claims and have successfully tried numerous civil cases to verdict in state and federal courts. NATIONAL OPIOID LITIGATION l 3 ICT LITIGATION (MOL)i ... .......*.................................................. In December 2017, the cases brought against opioid manufacturers and distributors were consolidated in front of Judge Dan Polster in the Northern District of Ohio into a multi-district litigation ("IVIDL"), The MDL process permits the temporary transfer of civil lawsuits to one district court for pretrial consideration and/or consolidation. This creates efficiency and consistency by reducing the risk of contrary legal opinions and by allowing for coordinated discovery. Our legal learn led the way toward the creation of the MDL, OUR TEAM HOLDS FIVE in the best interests of our clients. The benefits to our clients include consistency in the legal rulings and opinions ofthe KEY LEADERSHIP presiding judge, an efficient and coordinated discovery process, and lower costs by preventing redundant and repetitive efforts POSITIONS IN THE MOL from being made at the county's expense. FO U R TH I N GS THAT SEPARATE OUR CO NS01 RTIUM FROM OTH�ER FIRMS ANO II 1. Pioneers of the Wholesale Distributor Litigation Our Consortium was the first to pursue litigation against the wholesale distributors on behalf of municipalities and filed the motion seeking formation of an MDL proceeding on behalf of the other public entity clients we represent, Being the first to litigate these cases on behalf of counties and cities also means we have the most experience developing crucial evidence and litigating the common, arguments being made by defendants, We have already conducted an in-depth investigation into the facts giving rise to potential liability of the opioid manufactures and distributors and are already engaged in focus groups and mock trials to test trial strategy and defenses, 2. Our MDL Leadership The six national law firms that comprise our legal team are considered giants in the, MDL world and between them have been actively involved in most every major mass tort litigation since the days of asbestos. Between our six firms we have 28 lawyers across the country currently working full-time on this project, with an additional 200 attorneys and hundreds of support staff at our disposal, 4 1 NATIONAL OPIOID LITIGATION This experience, combined with our extensive client list, our opioid litigation experience, and our stature within the MDL community has led to us receiving five of the twenty-two leadership roles on the Opioid MDL including Co-Lead Counsel (Paul Farrell, Greene Ketchum), Co-Liaison Counsel (Troy Rafferty, Levin Papantonio), and three Plaintiff's' Executive Committee positions (Peter Mougey, Levin Papantonio; Roland Tellis, Baron & Budd; Mike Fuller, McHugh Fuller). This is an incredible benefit to our clients, ensuring that their community's cries for help are heard. 3. Former DEA and Exclusive Preerninent Witnesses 60 Minutes has aired several exposes that have highlighted the nefarious conduct of the pharmaceutical distributors and featured interviews of former DEA agents that have been retained by our Consortium under agreements that they testify exclusively for our group. (The WhistieWower, Redemption,10/15/17). Additionally, we have retained many of the country's preeminent experts in the fields of addiction medicine, pain management, epidemiology, public health, urban and rural bhght, the economics of addiction, and others (e.g, Presidents of MedicaN Schools, Universities, and Pharmacy Schools, as well as the heads of several governmental agencies), many of whom have published extensively on the subject of the opioid epidemic. These experts will help determine the amount needed to implement a strategic plan that will compensate your community for past and ongoing damages. 4. Experienced Trial Lawyers The members of our Consortium are all trial law firms with unmatched experience in pharmaceutical litigation. Unlike many firms, we are staffed, experienced, and able to take our clients' cases to trial, if the need arises. No matter the case, no matter the client, we will do what's best for each of them, whether that's taking the case to trial or negotiating a settlement. NATIONAL OPIOID LITIGATION I 5 AN INDUSTRY cREATEo EPIDEMIC ............ .... _.... ...... The manufacturers and distributors of prescription opioids have created this o�pioid epidemic by gener flng a popu|adonthatisphysicaUyandpsyoho|ogicmDydependemtomop[oido (theg*mand) andconspiringtmprovide floods of prescription opioids which are not medically necessary and will ultlmately become available for illicit use or sale (the supp|y). These manufacturers and distributors have been repeatedly investigated and sanctioned by regulators for abdicating their legal duties, For exampUo^ within the last several years alone, the largest opioid distributors in the nahon, as well as certain manufacturers, have been fined hundreds of millions of dollars for their failure to report suspicious orders to the DEA and prevent dNersion of these dangerous drugs. Many of these same defendants have been subject to prior litigation by states and counties arising out of the prescription opioid crisis. However, the fines and prior litigation have not stopped the flood of opioids into our communities and have provided little ~ if any - relief to our communities. For years, the distributors and nnenufactureroof prescription opioids have failed Loreport orhalt suspicious orders, while funneNn0millions of pills into our communities. 6 1 wmT/mwAL op/o/o L/T/GAr/ow MANUFACTURERS AND_ DISTRIBUTORS • Purdue Pla,ma - • Enda Wealth Solutions ARERESPONSIBLE • Janssen Pharma�ceuticap Mallinckrodt • ephallon THEY KNEW11. Actavis » Insys,Therapeutics Teva Pharmaceuticals WHAT 00 THEY 1 MANUFACTURE? 1 • Oxycodone Hydrocodone r Fentanyl WHO ARE THE UISTRIBUTURS? The"Big Three McKesson Corporation Cardinal'Health • ArmerisourceBergen Drug Corp. OTHER WHOLESALE DISTRIBUTORS i-L e Mis rt"Luk n • Masters Pharmaceuticals PHARMACY UISTRIOUTORS Wal-Mart CvS Walgreens Rite Nd NATIONAL OPIOID LITIGATION A 7 OP1010 I ION SYSTEM THE I F RESPONSIBILITY TO PREVENT DIVERSION, To understand why these companies are liable for the epidemic that is crippling our country, it is helpful to know how the system of drug distribution is designed to work. 19'70 CONTROI.LED SUBSTANCES ACT (CSA,) Congress enacted this law to create a "closed system" for the distribution of controlled substances and designed to prevent diversion of legally produced substances into illicit markets. This act stripped the manufacturers of the ability to seli directly to retailers and created a link in the distribution chain between Big Pharma and pharmacies, With this act, distributors and manufacturers became legally bound to identify, investigate, and report suspicious orders of opioids to authorities. These distributors and manufacturers have access to nonpublic data showing the volume and pattern of opioid sales nationwide and have a legal duty to spot and report red flags in the distribution chain to authorities and to halt suspicious orders before shipment. These pharmaceutical companies are supposed to serve as the gatekeepers - the watch dogs - for preventing opioid abuse, However, for years, the distributors and manufacturers of prescription opioids have failed to report or halt suspicious orders, while continuously funneling millions of pills into communities. Distributors and manufacturers of opioids systematically and fraudulently violated their statutory duties to prevent diversion of their drugs and to notify the DEA of suspicious orders, Through their scheme, the distributors and manufacturers of opioids repeatedly engaged in unlawful sales of painkillers, which, in turn, artificially and illegally increased the annual production quotas for opioids allowed by the DEA. In doing so, the manufacturers and distributors allowed hundreds of millions of pilis to enter the iilicit market, allowing them to generate obscene profits. 8 1 NATIONAL OPIOID LITIGATION THE DISTRIBUTOR .......... ................ The pharmaceutical distributors are the first line of defense and are supposed to play the role of "beat cops" in preventing the flow of controlled substances to illegItimate uses that can lead to abuse, addiction and blight. Distributors are legally required to be on alert for suspicious orders by pharmacies - such as unusual size, frequency, or pattern - and to report these to the relevant authorities to be investigated. THERE ARE RUT THRFF FORTUNE 500 COMPANIES EACH COMPANY OVER 800 REGISTIERED OWN 85%'()F THE MARKET SHAH[. GENERATES OVER WHOLESALE DISTRIBUTORS $100 BILLION IN IN MCKESSON IN THE UNITED STATES. ca'r�dinalHealth AmerisourceBergen, REVENUE ANNUALLY. Rather than controlling the flow of pills and alerting authorities to suspIcious orders, the distributors have chosen to abuse their privileged position, lining their pockets by shipping massive quantities of drugs to pharmacies and dispensaries, They have breached the very industry standards they helped enact and that has led to our present-day epidemic. McKesson, Cardinal, and their distributor cronies admit that they are the gatekeepers for preventing opioid abuse, stating: "distributors are uniquely situated to perform due diligence in order to help support the security of the controlled substances, and reduce the possibility that controlled substances within the supply chain will reach locatIons they are not intended to reach." The distributors make this admission in the industry Compliance Guidelines they themselves created to comply with legal mandates - and then wholly ignored. Federal and state laws give cities and counties the means to hold these distributors accountable for their actions and to stop the influx of these powerful drugs. o NATIONAL OPIOID LITIGATION 9 TH-E...M.A.N.U-FAICI-".U-RER Manufacturers of controlled substances are under the carne legal obligations as distributors to prevent drug diversion and are also required to notify DEA of suspicious orders, But they don't, In July of 2017, the DEA for the first tirne sanctioned an opioid manufacturer for failing to report suspicious opioid orders, Pursuant to a memorandum of understanding between manufacturer Mallinckrodt and the DEA, Mallinckrodt paid a $35 million civil penalty for violating federal laws that mandate suspicious order reporting. CHARGEBACK SYSTEWSCHEME Mallinckrodt was caught operating what is known in the industry as a "chargeback" system. Mallinckrodt sold opioids to a wholesale distributor at a higher than usual price, and then offered the distributor a substantial rebate In exchange for the distributor's downstrearn customer sales information or "chargeback data", This chargeback data allows manufacturers, like Mallinckrodt, to obtaon knowledge of suspicious opioid orders. The "chargeback" system is not unique to Mallinckrodt. An investigation performed by our Consortium has discovered that this practice is widespread throughout the iinclustry, and that manufacturers have embraced shipping suspicious orders of opioids as an integral part of their business model, Therefore, manufacturers of opioids such as Purdue Pharma, Teva, Endo, Cephalon, and Janssen may also be liable for opioid'-related damages. Before the 1990s, generally accepted standards dictated that patients should only use opioids short- WE BELIEVE THAT MANUFACTURERS KNEW THEIR term for acute pain. The use of oploids for chronic pain DRUGS WERE ADDICTIVE, BUT AGGRESSIVELY was discouraged or even prohibited due to evidence of MARKETED THEM EOR THE TREATMENT OF CHRONIC patients developong a tolerance to opioids which lead to the serious risk of addiction and other side effects. PAIN THROUGH DIRECT AND INDIRECT'MARKETING. 10 1 NATIONAL OPIOID LITIGATION is In spite of this evidence, opioid manufacturers have conducted, and continue to conduct, marketing campaigns I. designed to decrease the fear of prescribing opioids and to encourage and persuade doctors and patients that opioids can and should be used for chronic pain, This resulted in opioid treatment for a far broader group of patients who are much more likely to become addicted and suffer other adverse effects from the long-term use of opioids, Manufacturers have also falsely touted the benefits WHERE BE 'THEY MAKING 'THESE CLAIMS? of long-term opioid use, including the supposed 'THEYRE NOT JUST SELLING ADDICTION QUIETLY IN A abifity of opioids to improve function and quality of DOCTOR'S OFFICE OR AT A MEDICAL CONFERENCE. life, even though no scientifically reliable evidence THEY'RE IN YOUR LIVING ROOM, ON YOUR COMPUTER, to support the manufacturers' claims existed. AND IN YOUR MAIL. THEYRE EVE RYWIIER1 YOU ARE. NATIONAL OPIOID LITIGATION I 11 'CAIU.S 'E'S., . ..O.FACITlO'N' The conduct outlined above showing the conduct of manufacturers and distributors of oplolds, supports several claims for: damages. We propose filing lawsuits based on public nuisance, false marketing, RICID, and negligence, among other claims. Through these claims we will demand that the mega-corporations who caused this epidemic fund the clean-up efforts. PUBLIC NUISANCE Manufacturers and distributors of opioids have created an epidemic within our cities and counties and we wall demand that they fund the abatement of this nuisance. Manufacturers of opioids may be held liable for their false and fraudulent marketing activities that have directly led to and exacerbated the opioid epidemic. Claims here include negligent misrepresentation, civil conspiracy, fraud and fraudulent misrepresentation. RICO (RACKE-rFF-R INFLUENaD AND CORRUPT ORGANIZATIONS ACT) ........I.....I................ ....I..­I............ ...... ........... Additionally, as more information becomes available on the distribution methods of opioid distributors and manufacturers, it becomes clearer that these entities were working hand-in-hand to maximize their profits at the expense of the health and well-being of American citizens. The federal RICO statute is the perfect tool! to hold them accountable for the harm they have caused, Finally, distributors and manufacturers also face liability for negligence. Federal regulations require distributors and manufacturers of opioids to be on the lookout for, detect, and report suspicious orders of opioid-s. Distributors and manufacturers violated industry standards of care by breaching their duty to identify and report suspicious opioid orders to the DEA or other relevant state agencies. There is no doubt that these violations directly contributed to the opioid epidemic that is running rampant across the nation, and without question, Substantial darnages have been incurred by cities and counties. These costs should be borne by the negligent distributor and manufacturer defendants. 12 1 NATIONAL OPIOID LITIGATION W PUTENTIAL[Y RECOVERABLE DAMAGES If' The companies' known violations of these laws give rise to strong claims for significant equitable and monetary relief. Potentially recoverable damages may include: 1. Money wrongfully paid for opioids through 4, costs for providing treatment of infants born with government-payor programs including employee opioid-related medical conditions, insurance, S. costs for providing welfare or protective services Z costs for providing medical care, additional for children whose, parents suffer from opioid- therapeutic and prescription drug purchases, related disability or incapacitation, and and other treatments for patients suffering from opioid-related addiction or disease, including 6. costs directly associated with law enforcement overdoses and deaths, and public safety relating to the opioid epidernic. Local governments may also be entitled to 3, costs for providing treatment, counseling, injunctive relief to prevent further unlawful rehabilitation services, distribution of these drugs. NATIONAL OPIOID LITIGATION l 13 - DAMAGE MODEL WHAT IS RECOVERABLE FOR LOCAL GOVERNMENTS? ~^—^—^~^'—^—^^~^—~—^^~^~^------^---~--------~^--~—'-----'-- Our Consortium recommends pursuing edamage model that Isaggressive, expansive, and encompasses both retrospective and prospective aspects. Our teanmofexperts will help identify the impact ufthis crisis onYour commmn|ty. Asuccessful outcome would include action toaddress and end the current opioid crisis inaddition to compensating your community for its past and ongoing damages resulting: from defendants' conduct that caused the current opioid epXdem�o. While they are not exact equivalents, good examples of the type of outcomes which we believe would be successful and achievable may be found in the tobacco and theCalifornia lead paint litigation. In both cases, governmental entities were awarded damages as well as ongoing relief to combat what was recognized to be a continuing crisis. Members of our Legal Team were instrurnental in the tobacco litigation. The tobacco defendants continue to pay damages on an annual basis, totaling over $200 billion, and the California lead paint defendants have been ordered to fund an abatement fund estimated to be $600 million to $1.15 biflion in ten California counties and cities, based on the sarne public nuisance theory at the heart of our Legal Team's proposed case strategy, / Retrospectively, our lawsuit will seek to recover the funds that your community has already ` ' spent addressing the crisis.This will include funds spent anobvious and direct expenses, including: ~ EMS and other first responders ^ Drug courts ` ~ Drugs such asNaloxone (Nmrcan) , Increased jailing expenses ° Medical Exam�nerexpenses ~ Substance abuse progmrns / ~ Public Hospital expenses (including education, prevention, and treatment) ' ~ Increased law enforcement expenses ~ Increased expenses due toChild Welfare and ` � Dependency docket associated with child welfare, ` 14 | NATIONAL 015110/1) uT/sArrom Prospectively, our lawsuit will ask (and then answer at trial) the question: "What will it take to put your community and its citizens back into the position it was in before the opioid cri.sis began -how much will it cost to clean up the mess?" There is no doubt that the target defendants in this litigation have created a public nuisance within your community and we will demand that these defendants foot the bill for abating that nuisance. OlUr Consortium generally envisions an abatement fund covering three broad areas. First, we believe funding for education is essential. It is important that we get linto the school systems and ensure that children understand that the pills in their parent's cupboards are just as dangerous as a heroin needle. They also need to understand that if a needle goes into their arm one time, it won't be the last, Second, funding is needed to support law enforcement and jailing so that the community can stay safe while your community works to addressing this crisis, 'Third, and likely most importantly, to truly have a chance at rehabilitating the it community funding is needed for healthcare and additional addiction recovery facilities that will help put an end to the cycle and plague of addiction. This will require extensive resources - and deservedly so. SEVERITY OF THE UP1010 EPIDEMIC .............................. ...........__........ ...... ...... Now that we know Who and what created this epidemic, we need to understand how bad it is. The Manufacturers'and Distributors' efforts have been wildly successful'. Opioids are now the most prescribed class of drugs. In an open letter to the nation's physicians in OVERDOSE DEATHS INVOLVING OPIOIDS August 2016, the then-U.S. Surgeon General by Type of Opioid, United States (2000-2016) expressly connected this "urgent health crisis" y to "heavy marketing of opioids to doctors t3 ANY 0l'I010 [m]any of [whom] were even taught - t2 tl incorrectly - that opioids are not addictive 0 to when prescribed for legitimate pain." � o Of CL 6.7 �,%rrUouauxonwinlNrWf"r"�f ,1 C) This epidermic has resulted in a flood of ry (y Ot' mirertir�+^rrrrm - Ce g,fentanyl tramadDl) prescription opioids available for illicit r HEHDI use or saleand a population of patients 1 ,,,a urnrJ�rf"000"","') ✓m eru NATURAL& physically and psychologically dependent on OPRR�OSYHT�IIET.0 i`�� �6la�uS(e.y.,axyeoclpne, them, When those patients can no longer 2 ny3rocadail METHADONE afford or obtain opiolds from licensed dispensaries, they Often turn to the street 10(10 7Ct01 '1.001 11103 M04 2005 P005 D01 2009 2009 2010 2011 2012 1013 2014 2015 2016 to buy prescription opiolds or even non- (CDC✓NCHS,National Vital Statistics System,Mortality.CPC WONDER) prescription opioids, like heroin. . . . _ LIKE OIG TOBACCO, OIG PHARMA HAS ABSOLUTELY HAMMERED MASSACHUSETTS COMMUNITIES • - WITH A CONSTANT FLOOD OF OPIATES. 16 i NATIONAL OPIOID LITIGATION l OP1010 ............................................................... i MA We are experiencing the consequences ��'-oi Nd of 25+ years of prescribing more � Ma opioids at higher doses. ac Between 1991 and 2016 sales of these i Number of Opioid L , 100 peoplprems per prescription drugs have loo peee ® s2-71 72-82.1 During 2015, an estimated ?� 82.z-e5 96-143 127462,000 I ERSONS (SOURCE:IMS,NationaV Prescription AuOt(NPA),2012) aged 12 years or older in the U.S. misused i prescription palin relievers in the past year, SOME STATES HAVE MORE OPIUM PRESCRIPTIONS PER PERSON THAN OTHERS BUT EVEN THE LOW AREAS D�RUG ADDICTION E OVER 0 PRESCRIPTIONS EIH 100 PEOPLE. i AND OV IBM DEATHS ......... ...........­................. A HIGH COST TO i, Prescription drug addicts are normal people. They're our neighbors, our children, our parents, our friends. OUR COMMUNITIES The harsh reality is that anyone who takes prescription ......... ...... ... ..... opioids can become addicted to them. In facet, as many In the United States, prescription opioid as one in four patients receiving long-term opioid abuse costs are about $55.7 billion annually, r, therapy in a primary care setting struggles with (CDC,Prescription Drug Overdose data). opioid addiction as a result. And once addicted, it can r be hard to stop. $ ILLI �tP�.A .�a � (e.g.,last productivity) Between 1999-2013 opioids claimed 175,000 lives and rli,i �1 N - ?1 the sales of these prescription drugs have quadrupled. (e.g., buse treatment) $5 BILLION This pales in comparison to the � � :, CRIMINAL JUSTICE COSTS l DEATHS42 249 , This is 5x higher than in 1999 - and it continues to grow - destroying lives, families, and communities. (CDC,Prescrupti.on Drug Overdose data) r „ Each day MORE THAN 7 w o a • o 000 people are treated in emergency departments � for misuse of opioids. NATIONAL OPIOID LITIGATION I 17 ....................... .... ................. Paul Farrell I Plaintiffs' Co-Lead Counsel - National 'Prescription Opiate Litigation MDL Paul.Farrell,Jr.is a trial lawyer and partner at Greene,Ketchum,Farrell,Bailey&Tweel LLp.Mr.Farrell filed the first cases in the country on behalf of public entities against the wholesale distributors of prescription opiates in southern West Virginia and is ' focusing his efforts to abate the nationwide opioid epidemic.Mr..Farrell is recognized as a premier trial lawyer in the field of medical malpractice and appellate advocacy,making some thirty appearances before the West Virginia supreme Court. Mr.Farrell filed some of the first transvaginal mesh(TVM)cases in the country and served as liaison counsel on the executive committee for the 7 Pelvic Repair System Products Liability MDLs in Charleston,"Nest Virginia.These MDLs consolidated 80,000 cases and resulted in several multi-million dollar jury verdicts.Mr.Farrell served as trial counsel for the TVM litigation,successfully trying two bellwether cases to verdicts in excess of$20 million. Peter Mougey I Plaintiffs' Executive Committee - National Prescription Opiate Litigation MDL Peter J.Mougey is a partner and head of the securities&Business Litigation Department with Levin Papantonlo, Mr.Mougey has 20 years of experience successfully litigating complex,high-profile cases including financial fraud,corporate misconduct, business karts,and securities fraud, He has represented hundreds of governmental entities,including cities,counties„pension plans,public utilities,and hospitals in addition to more than 2,500 individual victims of financial fraud. Mr.Mougey has both an undergraduate degree in finance and an MBA with extensive experience in financial and mathematical modeling and quantitative analyses in support of complex litigation. He has taken dozens of cases to verdict in various forums.In addition,Mr.Mougey has served as counsel in a number of both class and derivative actions. He is routinely asked to lecture on all aspects of his complex litigation practice and regularly quoted in the national press.In addition,Mr.Mougey consults on various cases for governmental agencies and regulators.. Mikey Fuller I Plain-rto-ffs' Executive Committee - National Prescription Opiate Litigatvon MDL G Mike Huller,of McHugh Fuller„has extensive experience in nursing home,medical malpractice and criminal prosecutions and trials. He has worked with a top national law firm and the Hillsborough County state Attorney's Office in Florida,and he has litigated and tried numerous cases to verdict in jurisdictions nationwide.Part of his educational process was spent working in the White House as an intern involved with Presidential Correspondence,providing a wealth of experience with citizens,legislators,and diplomats across the United States,Mr.Fuller currently serves on the Plaintiff's Executive Committee in the National Prescription Opiate Litigation MDL. Roland Tells I Plaintiffs' Executive Committee - National Prescription Opiate Litigation MDL Roland Tellis'practice at Baron&Budd focuses on complex,high-profile litigation,including consumer class actions,financial fraud,business torts,corporate misconduct,automobile defect,food labeling,false advertising,securities fraud,and 1' environmental contamination. He holds leadership roles in numerous multi-state,complex class action cases,including Bias v.Wells Fargo Bank,a certified nationwide RICO class action involving millions of mortgage loans that settled for more than$50 million;In re:Volkswagen"Clean Diesel-Marketing,Sales Practices,and Products Liability Litigation,a multi'-state class action in the process of settling with values and fines totaling in the billions of dollars,involving hundreds of thousands of vehicles equipped with"defeat devices"designed to evade emissions laws;and In re;Takata Airbag Products Liability Litigation,which has received preliminary approval for a settlement valued at$553 million. Troy Rafferty I Plaintiffs' Co-Liaison Counsel - National Prescription Opiate Litigation MDL Troy Rafferty is a shareholder at Levin Papantonio.He litigates mass tort,pharmaceutical,and major personal injury cases throughout the country. Mr.Rafferty has been appointed to handle some of the nation's largest pharmaceutical and mass tort cases.He has been appointed to serve on many Plaintiffs'Steering Committees Including the national Vioxx Litigation which resulted in a$4,7 billion settlement and the national Zyprexa Litigation which resulted in a$700 million settlement.Mr.Rafferty was also one of the leading attorneys in the national Rezulin Litigation.He and his partner obtained a$40 million judgement for a woman who took this diabetes drug..Mr.Rafferty has successfully tried numerous complex pharmaceutical cases throughout the country. Thomas Merrigan, Hon.Thomas T.Merrigan(Ret.)is a partner in Sweeney Merrigan Law,LLP.In addition to his strong background as a litigator,he i9 also brings twelve years of experience as retired First Justice in the Orange District Court,serving from 1990 to 2002,and as an Assodate Justice of the Appellate Division of the District Court from 1994 to 2002. l As a recipient of the Warren Burger Award,"Trial Court Judge of the year,"'Attorney Merrigan has a rare skill-set when it comes to knowing his way around the court room. During his time on the bench,he received numerous awards and honors for his innovations in court and community collaboration,public trust and confidence in the judiciary and work in substance abuse. In addition to his leadership as a judge,Attorney Thomas T.Merrigan is also recognized by the legal community as a dynamic litigator,headlining Massachusetts Lawyer's Weekly as one of the States"Most Powerful"attorneys. 18 I NATIONAL OPIOID LITI'GAT'ION Richard Sandman Richard M.Sandman is co-owner and Managing Partner of Rodman,Rodman&Sandman,P.C.,and has been a practicing attorney f ; for 30 years. Mn Sandman is nationally recognized in the areas of asbestos litigation,toxic torts,water contamination,and complex product liability claims. He has been involved extensively in tobacco-related litigation,and worked with other personal injury attorneys throughout the country to achieve the national multibillion-dollar settlement with the tobacco industry. He has represented thousands of asbestos claimants nationwide in state and federal courts,earning millions of dollars for his clients. Mr.Sandman has played significant roles in litigations involving defective prescription drugs and either products. Recently,he represented eighty Massachusetts municipalities whose public water supplies had been contaminated by the gasoline additive rrrethyl tertiary butyl ether(MTBE). After six years of litigation,the case settled,resulting In over$83 million dollars to his clients. ...._. ........ .... -- -- Lauren Goldberg i Attorney Lauren Goldberg,managing partner of KP Law,has over 18 years of publ[ic law experience advising clients on general !, municipal law issues,and particularly with respect to municipal governance,municipal finance.and administrative law,including r the Public Records Law,Conflict of Interest Law,and Open Meeting Law.Attorney Goldberg assists numerous client towns in connection with all aspects of Town Meeting,including assisting with preparation of warrant articles,attending pre-meetings with r Town officials,advising as to parliamentary procedure,and representing Towns at Town Meetings.She has extensive experience reviewing,drafting,and revising municipal charters,ordinances and bylaws,and assisting municipal clients in interpreting and r ......... ........ ........_..— ......... ......... Mark R. Reich ( Attorney Mark Reich,sharehold with KP Law,has 25 years of experience in municipal law.He specializes in environmental law, contract and construction law,board of health regulation and enforcement,and generall municipal law.Attorney Reich is also an experienced litigator representing muni6pal boards,public agencies,and officials in state and federal courts and before ' administrative agencies on environmental and contracting issues. In the area of general municipal law,Attorney Reich serves as the primary contact for several cities and towns.In this capacity, lie advises in the areas of Open Meeting Law,Public Records Laws,Town Meeting,and City and Town Council'meetings,;drafting " special(legislation;and analyzing and interpreting by-laws,ordinance,and charters. f Peter Merrigan Peter M.Merrigan is a partner at'Sweeney Merrigan Law,LLP. Tamed a 201S and 2016"Top 40 Under 40 Trial Attorney"and a2015 � "Rising Star"according to.Super Lawyers,Mr.Merrigan has a reputation for producing exceptional results on behalf of his clients by way of negotiation,mediation,arbitration and trial. He is admitted to practice in the Commonwealth of Massachusetts and focuses on Motor Vehicle Accidents,Personal Injury,Maritime accidents,Wrongful Death,Defective Products,Slip or Trip and Fall incidents, Insurance Disputes,and General,Liability accidents. i ........... ............ Jonathan M. Silverstein ( Attorney Jonathan Silverstein,shareholder with KP Law,has more than 20 years or experience counseling clients on general municipal law,including municipal finance,conflict of interest,public records and Open Meeting Law„as well as licensing,land use, h real estate,zoning,contracts and permitting. f' Jonathan has represented clients lin a broad range of cases,including land use,civil rights,tort,contract,education,employment, and environmental,before all levels of the Massachusetts and Rhode Island thal courts,the United States District Court(Districts of Massachusetts and Rhode Island),the Massachusetts Appeals Court and Supreme Judi6all Court,the Rhode Island Supreme Court, and the United States Court of Appeals for the First Circuit. i Tucker Merrigan J.Tucker Merrigan is a partner at Sweeney Merrigan Law,LLP,Mr.Merrigan is admitted to practice law in the Commonwealth of Massachusetts.His pracfice concentrates on cases involving personal injury,defective medical devices,dangerous drugs,wrongful death,premises liability,products liability,medical malpractice,and insurance law. �j Mr. Merrigan is currentliy a member of the American Association for,Justice,Massachusetts Academy of Trial Attorneys,the Boston �Ll Bar Association,and Massachusetts,Bar Association.In both 2015 and 2016,J.Tucker Merrigan was named a Top 40 Under 40 Trial Attorney by National Trial Lawyers.He volunteers as a Big-Brother in the Big-Brother Big-Sister foundation of the greater Boston r area. c i 1 F I NATIONAL OP11Olb LITIGATION j ig Oil Iiii Hill =10!I! t%A16, MOLA Massachusetts OI l ld Litigation Attorneys SWEENEY ERRIGAI LAW LLP .r„r ar tinl:�r". IN CUNJUCTION "ITH. ouiuuuwo Wvla llabowac BARON & B u o y + ` -p L6 . Fu�wkx do,�'pponµrr oA nm u- I'll 1 nY 1 1...AH" Ievinlaw,com baa-onandbudd.com powelkmajestro.com LTr T, Ti TAT GREENE KETCHUM NIC 1l l�F 1 l L�L LSI\ (D WIRELL rrnirev&TWEEL rcr 4�iit,.Peterson,Carper, � ,,f,, Bee&deitzter„PLLC mchughfuller.com greeneketchum.com hpcbd.com OF Number of Opioid'-Related Overdose Deaths, �Y All Intents by City/Town 2013-20172 Massachusetts Department of Public Health POSTED: MAY 2018 Dote to Readers: Beginning with the May 2018 report, DPH is including two city/town tables. As previously published, Table 1 contains counts of opioid-related overdose deaths in the city/town of residence for the decedents among MA residents. Table 2 contains counts of opioid-related overdose deaths in the city/town of the death occurrence.The information presented in Table 2 is new and has not been previously reported.The counts in Table 2 are different from Table 1 because they include counts based on location of death versus location of the decedents' residence (Table 1). Massachusetts residents who died in Massachusetts are included in both tables. Massachusetts residents who died outside of Massachusetts are included in the "Death Occurrence"table (Table 2) as "Outside of Massachusetts". Non-Massachusetts residents who died in Massachusetts are not included in the "Residence" (Table 1). Table 1. Number of confirmed all intents opioid-related overdose deaths by cit town of residence for the decedent,among MA residents, 2013-2017. For 2016-2017,additional cases are still being confirmed by the Office of the Chief Medical Examiner.This report will be updated quarterly and all new confirmed cases will be included in the table below with newly confirmed cases. Year of Death City/Town of Residence 2013 2014 2015 20162 20172 Abington 2 2 6 2 3 Acton 0 3 4 7 1 Acushnet 0 0 4 4 7 Adams 1 2 3 1 0 Agawam 3 3 5 4 6 Alford 0 0 0 0 0 Amesbury 2 1 6 8 9 Amherst 2 2 1 2 3 Andover 4 6 5 3 2 Aquinnah 0 1 1 0 0 Arlington 3 5 6 6 3 Ashburnham 0 1 1 2 0 Ashby 0 0 0 0 0 Ashfield 0 0 1 0 0 Ashland 0 1 4 4 3 Athol 2 2 3 3 5 Attleboro 13 10 10 18 25 Auburn 2 1 3 2 3 Avon 1 1 2 1 3 3 1 2 Ayer 1 1 1 7 1 Barnstable 8 11 1 13 21 12 1 Table 1. Number of confirmed all intents opioid-related overdose deaths by ciy/town of residence for the decedentamong MA residents , ents, additional cases are still being confirmed by the Office , ,.� 2013-2017. For 2016-2017 of the Chief Medical Examiner.This report will be updated quarterly and all new confirmed cases will be included in the table below with newly confirmed cases. Year of Death City/Town of Residence 2013 2014 2015 20162 20172 Barre 0 0 3 0 0 Becket fl 0 0 0 EI0 �il Bedford 0 3 1 6 3 Belchertown 3 2 2 2 5 Bellingham 1 2 3 5 4 Belmont 0 4 4 4 2 Berkley 1 2 0 5 3 Berlin 0 0 1 0 0 Bernardston 0 0 0 1 0 Beverly 5 8 14 18 11 Billerica 4 12 12 15 13 Blackstone 0 2 3 7 1 Blandford 0 0 0 0 0 Bolton 0 0 2 1 0 Boston 87 107 149 193 187 Bourne 2 5 8 9 12 Boxborough 0 0 0 1 1 Boxford 0 0 2 1 1 Boylston 0 0 2 0 1 Braintree 4 8 9 9 14 Brewster 1 1 0 3 0 Bridgewater 5 4 13 10 7 Brimfield 0 0 0 1 1 Brockton 27 26 48 42 48 Brookfield 1 2 0 1 2 Brookline 1 1 3 2 6 Buckland 1 0 1 0 0 Burlington 3 3 3 8 8 Cambridge 6 8 12 27 12 Canton 4 4 6 6 8 Carlisle 0 0 0 0 0 Carver 2 5 6 8 5 Charlemont 0 0 0 0 0 Charlton 1 1 0 4 6 Chatham 0 1 2 1 0 Chelmsford 3 3 5 7 6 Chelsea 7 7 17 14 13 Cheshire 0 0 0 1 0 Chester 0 0 0 0 1 2 Table 1. number of confirmed all intents opioid-related overdose deaths by cit town of residence for the decedent, among MA residents, 2013-2017. For 2016-2017,additional cases are still being confirmed by the Office of the Chief Medical Examiner.This report will be updated quarterly and all new confirmed cases will be included in the table below with newly confirmed cases. Year of Death City/Town of Residence 2013 2014 2015 20162 20172 Chesterfield 0 0 0 0 0 Chicopee 9 7 18 26 19 Chilmark 0 1 0 0 0 Clarksburg 1 0 0 0 1 Clinton 2 4 6 7 2 Cohasset 0 3 0 2 1 Colrain 0 0 0 0 0 Concord 0 0 0 1 1 Conway 0 0 0 0 0 Cummington 0 0 0 0 0 Dalton 0 0 0 1 0 Danvers 6 4 6 4 9 Dartmouth 2 7 2 9 6 Dedham 3 4 5 11 2 Deerfield 0 0 1 0 0 Dennis 4 7 2 6 5 Dighton 1 0 0 3 1 Douglas 0 0 2 1 2 Dover 0 0 0 0 0 Dracut 6 7 8 6 4 Dudley 3 2 0 0 2 Dunstable 1 0 0 0 1 Duxbury 0 2 1 3 1 East Bridgewater 4 2 1 1 4 East Brookfield 0 0 0 0 0 East Longmeadow 5 1 3 2 0 j Eastham 2 5 2 0 1 Easthampton 6 2 1 5 4 Easton 2 7 6 8 7 Edgartown 0 0 0 0 0 Egremont 0 0 0 0 0 Erving 1 0 0 0 0 Essex 0 0 1 0 0 Everett 5 27 17 22 16 Fairhaven 4 2 7 3 8 Fall River 29 38 40 63 53 Falmouth 7 8 15 15 20 Fitchburg 6 14 19 21 22 Florida 0 0 0 0 0 3 Table 1. Number of confirmed all intents opioid-related overdose deaths by cit town of residence for the decedent,among MA residents 2013-2017. For 2016-2017,additional cases are still being confirmed by the Office of the Chief Medical Examiner.This report will be updated quarterly and all new confirmed cases will be included in the table below with newly confirmed cases. Year of Death City/Town of Residence E12013 2014 2015 20162 20172 Foxborough 3 0 7 2 Framingham 4 11 12 18 7 Franklin 2 5 7 7 2 Freetown 0 2 2 3 6 Gardner 4 6 6 9 6 Georgetown 1 2 2 1 2 Gill 0 2 0 0 0 Gloucester 6 6 12 9 16 Goshen 0 1 0 0 0 Gosnold 0 0 0 0 0 G rafton 3 2 2 1 0 Granby 2 2 2 1 0 Granville 0 0 0 0 0 Great Barrington 0 1 0 1 0 Greenfield 5 3 8 7 4 Groton 1 0 1 0 1 Groveland 1 1 0 1 1 Hadley 0 1 0 2 1 Halifax 5 0 1 2 0 Hamilton 1 1 0 3 0 Hampden 0 2 0 1 0 Hancock 0 0 0 1 0 Hanover 1 1 1 6 1 Hanson 1 0 8 2 1 Hardwick 0 0 2 1 0 Harvard 1 0 0 0 0 Harwich 2 1 4 3 1 Hatfield 3 1 1 1 1 Haverhill 8 35 30 37 28 Hawley 0 0 0 0 0 Heath 0 0 0 0 0 Hingham 1 0 0 1 1 Hinsdale 0 2 1 2 0 Holbrook 4 4 4 7 3 Hoiden 0 5 4 5 1 Holland 0 0 1 0 0 Holliston 1 0 4 1 2 Holyoke 8 10 6 10 13 Hopedale 0 4 0 1 2 4 Table 1. Number of confirmed all intents opioid-related overdose deaths by cit town of residence for the decedent,among MA residents, 2013-2017. For 2016-2017, additional cases are still being confirmed by the Office of the Chief Medical Examiner.This report will be updated quarterly and all new confirmed cases will be included in the table below with newly confirmed cases. Year of Death City/Town of Residence 2 2 2013 201.4 2015 2016 2017 Hopkinton 0 3 4 0 3 Hubbardston 0 2 2 1 1 Hudson 1 1 6 2 4 Hull 0 2 4 5 7 Huntington 0 0 0 0 0 Ipswich 1 4 3 3 3 Kingston 0 2 2 1 7 Lakeville 1 1 0 1 4 Lancaster 0 1 2 1 2 Lanesborough 0 0 1 1 2 Lawrence 10 25 28 45 35 Lee 0 2 2 1 3 Leicester 2 1 2 2 4 Lenox 1 0 0 0 2 Leominster 6 10 7 13 15 Leve nett 0 0 0 0 1 Lexington 1 2 3 2 0 Leyden 0 0 0 0 0 Linc ol n 0 0 0 1 0 Littleton 0 0 0 2 1 Longmeadow 3 0 0 3 0 Lowell 25 39 62 68 47 Ludlow 2 2 4 6 4 Lunenburg 3 2 2 1 2 Lynn 25 42 46 46 59 Lynnfield 0 2 2 1 2 Malden 12 18 21 15 15 Manchester 0 0 0 2 0 Mansfield 4 2 3 8 8 Marblehead 2 0 1 4 5 Marion 0 0 1 1 1 Marlborough 3 9 8 4 5 Marshfield 4 5 2 9 12 Mashpee 5 3 10 8 1 Mattapoisett 0 0 2 2 1 Maynard 0 2 3 0 2 Medfield 0 0 0 1 0 Medford 9 14 20 17 15 Medway 1 0 1 3 0 5 Table 1. Number of confirmed all intents opioid-related overdose deaths by city/town of residence for the decedent,among MA residents, 2013-2017. For 2016-2017, additional cases are still being confirmed by the Office of the Chief Medical Examiner.This report will be updated quarterly and all new confirmed cases will be included in the table below with newly confirmed cases. Year of Death City/Town of Residence 2013 2014 2015 20162 20172 Melrose 5 4 2 10 10 Mendon 2 0 1 0 0 Merrimac 1 0 2 1 1 Methuen 6 13 7 14 19 Middleborough 6 5 12 11 7 Middlefield 0 0 0 0 0 Middleton 0 2 4 2 3 Milford 2 4 3 11 6 Millbury 2 4 4 4 7 Millis 1 1 1 4 1 Millville 0 0 1 0 0 Milton 0 4 1 6 1 Monroe 0 0 0 0 0 Monson 2 0 0 3 1 Montague 0 1 1 3 2 Monterey 0 0 0 0 0 Montgomery 0 0 0 1 0 Mount Washington 0 0 0 0 0 Nahant 0 0 1 2 0 Nantucket 1 1 1 2 2 Natick 3 7 5 3 6 Needham 0 0 1 1 1 New Ashford 0 0 1 0 0 New Bedford 29 28 52 56 44 New Braintree 0 0 0 0 0 New Marlborough 0 1 0 0 0 New Salem 0 0 1 0 0 Newbury 1 1 2 1 1 Newbu ryport 2 5 2 4 5 Newton 2 6 7 16 9 Norfolk 0 1 2 3 0 North Adams 1 5 6 6 5 North Andover 1 3 4 3 4 North Attleboro 5 6 8 8 g North Brookfield 0 1 0 3 1 North Reading 1 2 1 2 5 Northampton 4 11 4 8 6 Northborough 0 0 0 3 2 Northbridge 1 1 4 2 3 6 Table 1. Number of confirmed all intents opioid-related overdose deaths by city/town of residence for the decedent among MA residents, 2013-2017. For 2016-2017,additional cases are still being confirmed by the Office of the Chief Medical Examiner.This report will be updated quarterly and all new confirmed cases will be included in the table below with newly confirmed cases. Year of Death City/Town of Residence z 2 2013 2014 2015 2016 2017 Northfield 0 0 1 0 0 Norton 4 5 1 7 5 Norwell 1 3 3 1 3 Norwood 2 5 7 6 8 Oak Bluffs 1 1 3 1 1 Oakham 0 0 0 0 0 Orange 2 2 3 1 1 Orleans 1 0 0 2 0 Otis 0 0 0 1 0 Oxford 1 5 4 7 4 Palmer 1 1 1 4 2 Paxton 1 1 1 0 0 Peabody 12 13 11 11 23 Pelham 0 0 0 0 0 Pembroke 1 5 4 8 6 Pepperell 1 3 3 - 1 2 Peru 0 0 0 0 1 Petersham 1 0 0 0 0 Phillipston 0 0 0 0 0 Pittsfield 15 14 17 19 11 Plainfield 0 0 0 0 0 Plainville 1 4 0 3 5 Plymouth 6 17 20 25 23 Plympton 0 0 1 2 0 Princeton 1 1 1 1 0 Provincetown 0 1 0 0 0 Quincy 26 38 45 45 39 Randolph 5 7 12 11 6 Raynham 2 5 4 2 3 Reading 1 4 3 4 5 Rehoboth 0 0 2 0 2 Revere 15 27 17 26 23 Richmond 1 0 0 0 0 Rochester 0 1 0 0 2 Rockland 3 5 10 22 14 Rockport 1 2 3 1 2 Rowe 0 0 0 0 0 Rowley 2 0 0 0 3 Royalston 2 0 0 1 0 Table 1. Number of confirmed all intents opioid-related overdose deaths by city/town of residence for the decedent,among MA residents, 20132017. For 2016-2017,additional cases are still being confirmed by the Office of the Chief Medical Examiner.This report will be updated quarterly and all new confirmed cases will be included in the table below with newly confirmed cases. Year of Death City/Town of Residence 2013 2014 2015 .20162 20177 Russell 0 0 0 0 0 Rutland 0 2 0 2 1 Salem 7 13 15 18 21 Salisbury 1 4 5 12 8 Sandisfield 0 0 0 0 0 Sandwich 2 3 2 4 3 Saugus 7 9 9 13 7 Savoy 0 0 0 0 0 Scituate 2 5 4 3 3 Seekonk 0 1 3 4 2 Sharon 3 3 1 1 2 Sheffield 0 1 0 0 0 Shelburne 0 2 0 1 0 Sherborn 0 1 1 1 1 Shirley 0 3 1 0 3 Shrewsbury 6 1 2 7 8 Shutesbury 0 0 0 0 0 Somerset 1 2 4 5 5 Somerville 11 15 17 21 16 South Hadley 4 0 2 4 3 Southampton 1 0 1 2 1 Southborough 0 0 0 1 0 Southbridge 2 2 7 12 4 Southwick 0 2 1 2 3 Spencer 1 3 10 3 5 Springfield 22 21 41 40 36 Sterling 1 0 0 2 1 Stockbridge 1 0 0 0 1 Stoneham 2 5 6 8 6 Stoughton 7 10 14 11 7 Stow 0 0 1 1 1 Sturbridge 1 1 1 2 5 Sudbury 0 0 0 0 0 Sunderland 1 0 0 1 1 Sutton 0 0 1 0 0 Swampscott 4 3 2 4 2 Swansea 4 5 0 1 5 Taunton 13 19 16 28 31 Templeton 1 2 2 5 2 Table 1. Number of confirmed all intents opioid-related overdose deaths by cit town of residence for the decedent, among MA residents, 2013-2017. For 2016-2017,additional cases are still being confirmed by the Office of the Chief Medical Examiner.This report will be updated quarterly and all new confirmed cases will be included in the table below with newly confirmed cases. Year of Death City/Town of Residence 2 2 2013 2014 2015 2016 2017 Tewksbury 1 7 9 13 9 Tisbury 0 1 3 1 1 Tolland 0 0 0 0 0 Topsfield 1 1 0 1 0 Townsend 4 2 1 2 4 Truro 0 0 0 1 0 Tyngsborough 1 1 5 1 3 Tyringham 0 0 1 0 0 Upton 1 0 0 2 1 Uxbridge 3 1 4 0 1 Wakefield 8 5 6 9 8 Wales 0 0 0 0 1 Walpole 3 1 4 7 4 Waltham 9 10 11 16 11 Ware 4 4 2 9 2 Wareham 9 10 7 15 14 Warren 1 2 2 0 1 Warwick 0 0 1 0 0 Washington 0 0 0 0 0 Watertown 7 3 11 10 7 Wayland 0 1 1 2 2 Webster 3 4 7 5 10 Wellesley 0 0 2 1 1 Wellfleet 1 1 0 0 2 Wendell 0 0 0 0 0 Wenham 1 1 1 0 0 West Boylston 1 3 0 1 3 West Bridgewater 2 4 0 3 3 West Brookfield 1 2 0 1 0 West Newbury 0 0 0 0 0 West Springfield 7 6 6 9 11 West Stockbridge 0 0 1 0 0 West Tis bury 0 1 0 1 0 Westborough 0 1 3 4 3 Westfield 7 8 7 15 10 Westford 0 2 0 3 6 Westhampton 0 0 0 0 0 Westminster 0 1 0 0 2 Weston 1 1 0 0 z 9 Table 1. Number of confirmed all intents opioid-related overdose deaths by cit town of residence for the decedent,among MA residents 2013-2017. For 2016-2017, additional cases are still being confirmed by the Office of the Chief Medical Examiner.This report will be updated quarterly and all new confirmed cases will be included in the table below with newly confirmed cases. Year of Death City/Town of Residence 2013 2014 2015 20162 20172 Westport 2 4 2 4 6 Westwood 0 2 1 5 0 Weymouth 13 14 24 40 29 Whately 0 0 0 0 0 Whitman 3 2 8 1 9 Wilbraham 0 0 2 1 0 Williamsburg 1 0 0 0 1 Williamstown 1 1 0 1 0 Wilmington 3 4 7 4 6 Winchendon 1 2 2 1 3 Winchester 0 4 1 3 1 Windsor 0 0 0 0 0 Winthrop 2 3 7 4 9 Woburn 6 5 6 17 16 Worcester 43 56 81 74 77 Worthington 0 0 0 0 0 Wrentham 0 1 2 5 5 Yarmouth 8 6 9 7 8 Unknown 0 1 1 0 1 Total 961 1,353 1 1,684 2,083 1,874 2Opioids include heroin,opioid-based prescription painkillers,and other unspecified opioids. ZPlease note that 2016-2017 death data are preliminary and subject to updates.Case reviews of deaths are evaluated and updated on an ongoing basis.A large number of death certificates have yet to be assigned final cause-of-death codes.The information presented in this city/town table qLly includes confirmed cases. Data updated on 4/20/2018. 10 Table 2. Number of confirmed all intents opioid-related overdose deaths by city/town of the death occurrence, 2013-2017. For 2016-2017,additional cases are still being confirmed by the Office of the Chief Medical Examiner. This report will be updated quarterly and all new confirmed cases will be included in the table below with newly confirmed cases. City/Town of Death Year of Death Occurrence 2013 2014 2015 20162 20172 Abington 2 0 6 1 2 Acton 0 1 2 3 0 Acushnet 0 0 4 2 4 Adams 1 2 3 1 0 Agawam 4 1 2 0 4 Alford 0 0 0 0 0 Amesbury 0 0 6 1 4 Amherst 1 1 1 3 1 Andover 3 5 2 3 2 Aquinnah 0 0 0 0 0 Arlington 2 5 4 2 1 Ashburnham 0 0 1 1 0 Ashby 0 1 0 0 1 Ashfield 0 0 0 0 0 Ashland 0 0 1 2 2 Athol 2 2 2 4 5 Attleboro 19 16 17 23 39 Auburn 3 1 0 0 1 Avon 1 2 0 1 1 Ayer 2 2 2 10 3 Barnstable 14 19 25 30 22 Barre 0 0 0 0 0 Becket 0 0 1 0 0 Bedford 1 1 1 2 2 Belchertown 1 1 0 1 3 Bellingham 1 2 2 1 1 Belmont 0 1 1 1 1 Berkley 0 1 0 2 2 Berlin 0 0 1 0 0 Bernardston 0 0 0 0 0 Beverly 10 12 13 28 17 Billerica 3 6 6 8 7 Blackstone 0 0 1 3 1 Blandford 0 0 0 0 0 Bolton 0 0 0 1 1 Boston 128 165 220 258 266 Bourne 0 2 4 6 1 Boxborough 0 0 0 0 1 Boxford 0 0 0 0 0 Boylston 0 0 1 0 0 11 Table 2. Number of confirmed all intents opioid-related overdose deaths by cit town of the death occurrence 2013-2017. For 2016-2017,additional cases are still being confirmed by the Office of the Chief Medical Examiner. This report will be updated quarterly and all new confirmed cases will be included in the table below with newly confirmed cases. City/Town of Death Year of Death Occurrence 2013 2014 2015 20162 20172 Braintree 2 4 6 7 10 Brewster 1 0 1 1 1 Bridgewater 1 1 4 2 5 Brimfield 1 0 0 0 0 Brockton 39 46 83 68 69 Brookfield 1 0 0 0 2 Brookline 1 0 3 2 4 Buckland 0 0 0 0 0 Burlington 5 9 9 13 16 Cambridge 11 18 24 41 20 Canton 0 2 3 4 3 Carlisle 0 0 0 0 0 Carver 1 3 5 1 3 Charlemont 0 0 0 0 0 Charlton 0 0 0 1 3 Chatham 0 1 1 0 0 Chelmsford 2 1 3 4 5 Chelsea 4 7 10 10 9 Cheshire 0 0 0 0 0 Chester 0 0 0 0 0 Chesterfield 0 0 0 0 0 Chicopee 6 5 8 16 10 Chilmark 0 1 0 0 0 Clarksburg 0 0 0 0 1 Clinton 3 5 8 6 2 Cohasset 0 2 0 1 0 Colrain 0 0 0 0 0 Concord 1 1 3 2 3 Conway 0 0 0 0 0 Cummington 0 0 0 0 0 Dalton 0 0 0 1 0 Danvers 5 3 7 3 3 Dartmouth 2 3 3 7 3 Dedham 2 2 2 4 0 Deerfield 0 0 0 0 0 Dennis 4 4 3 4 2 Dighton 0 0 0 2 1 Douglas 0 0 2 1 1 Dover 0 0 0 0 0 Dracut 3 3 7 4 2 12 Table 2. Number of confirmed all intents opioid-related overdose deaths bV cit town of the death occurrence 2013-2017. For 2016-2017,additional cases are still being confirmed by the Office of the Chief Medical Examiner. This report will be updated quarterly and all new confirmed cases will be included in the table below with newly confirmed cases. City/Town of Death Year of Death Occurrence 2013 2014 2015 20162 2017' Dudley 0 1 1 1 1 Dunstable 0 0 0 0 0 Duxbury 0 0 0 2 0 East Bridgewater 0 '0 0 1 1 East Brookfield 0 0 0 0 0 East Longmeadow 2 0 1 1 1 Eastham 0 2 1 0 1 Easthampton 3 2 1 2 2 Easton 1 4 3 3 3 Edgartown 0 0 0 0 0 Egremont 0 0 0 0 0 Erving 0 0 0 0 0 Essex 0 0 0 0 0 Everett 19 34 43 39 32 Fairhaven 1 1 5 4 4 Fall River 31 49 43 84 .63 Falmouth 9 14 18 17 21 Fitchburg 2 8 10 11 13 Florida 0 0 0 0 0 Foxborough 0 1 1 5 1 Framingham 7 13 17 20 13 Franklin 1 1 1 5 1 Freetown 0 0 2 0 3 Gardner 5 5 7 11 8 Georgetown 0 0 1 1 0 Gill 0 1 0 0 0 Gloucester 6 5 11 9 17 Goshen 0 1 0 0 0 Gosnold 0 0 0 0 0 Grafton 2 1 2 0 0 Granby 0 1 0 1 0 Granville 0 0 0 0 0 Great Barrington 0 2 1 1 0 Greenfield 7 4 10 5 4 Groton 0 0 1 0 1 Groveland 0 0 0 1 1 Hadley 1 1 0 2 0 Halifax 2 0 0 0 1 Hamilton 0 0 0 1 0 Hampden 0 0 0 0 0 13 Table 2. Number of confirmed all intents opioid-related overdose deaths by cit town of the death occurrence 2013-2017. For 2016-2017,additional cases are still being confirmed by the Office of the Chief Medical Examiner. This report will be updated quarterly and all new confirmed cases will be included in the table below with newly confirmed cases. City/Town of Death Year of Death Occurrence 2013 2014 2015 20162 20172 Hancock 0 0 0 1 0 Hanover 0 1 0 1 1 Hanson 0 0 4 0 0 Hardwick 0 0 2 0 0 Harvard 0 0 0 0 0 Harwich 1 0 3 1 1 Hatfield 3 2 1 0 1 Haverhill 11 30 25 37 24 Hawley 0 0 0 0 0 Heath 0 0 0 0 0 Hingham 1 Q Q 1 Q Hinsdale 0 1 0 0 0 Holbrook 3 2 3 1 4 Holden 0 2 1 2 0 Holland 0 0 0 0 0 Holliston 0 0 0 1 0 Holyoke 19 14 13 13 =16Hopedale 0 00 2 Hopkinton 0 1 3 1 3 Hubbardston 0 1 0 0 0 Hudson 2 0 4 2 2 Hull 0 1 4 3 6 Huntington C 0 0 0 0 Ipswich 1 3 3 2 4 Kingston 0 1 1 0 5 Lakeville 0 0 0 1 1 Lancaster 0 1 1 1 3 Lanesborough 0 0 1 1 0 Lawrence 13 27 41 60 42 Lee 0 0 1 0 2 Leicester 1 0 1 1 2 Lenox 1 0 0 0 1 Leominster 11 20 22 29 26 Leve nett 0 0 0 0 1 Lexington 1 3 4 0 Q Leyden 0 0 0 Q 0 Lincoln 0 0 0 0 0 Littleton 0 0 0 0 1 Longmeadow 1 0 Q 3 0 Lowell 29 54 65 1 77 1 55 14 Table 2. Number of confirmed all intents opioid-related overdose deaths by city/town of the death occurrence, 2013-2017. For 2016-2017,additional cases are still being confirmed by the Office of the Chief Medical Examiner. This report will be updated quarterly and all new confirmed cases will be included in the table below with newly confirmed cases. City/Town of Death Year of Death Occurrence 2013 2014 2015 20162 20172 Ludlow 1 1 0 3 6 Lunenburg 1 1 0 0 0 Lynn 27 41 41 45 61 Lynnfield 0 2 2 0 3 Malden 9 5 11 8 9 Manchester 0 0 0 0 0 Mansfield 0 1 1 6 4 Marblehead 0 0 0 2 3 Marion 1 1 0 1 1 Marlborough 3 9 7 6 4 Marshfield 1 2 0 2 6 M ashpee 2 1 2 4 1 M attapoisett 0 0 0 2 1 Maynard 0 1 1 0 1 Medfield 0 0 0 1 0 Medford 4 14 12 15 11 Medway 0 0 1 1 0 Melrose 13 12 16 21 19 Mendon 0 0 1 0 0 Merrimac 1 0 1 0 1 Methuen 4 20 12 14 13 Middleborough 2 3 6 3 4 Middlefield 0 0 0 0 0 Middleton 0 0 1 0 1 Milford 7 14 9 20 13 Millbury 1 0 1 3 2 Millis 1 2 0 2 1 Millville 0 1 0 0 0 Milton 0 1 6 6 2 Monroe 0 0 0 0 0 Monson 0 0 0 0 1 Montague 0 2 2 3 0 Monterey 0 0 0 0 0 Montgomery 0 0 0 0 0 Mount Washington 0 0 0 0 0 Nahant 0 0 0 0 1 Nantucket 1 2 1 2 1 Natick 1 4 2 2 6 Needham 0 0 1 1 2 1 New Ashford 0 0 0 0 0 15 Table 2. Number of confirmed all intents opioid-related overdose deaths by city/town of the death occurrence, 2013-2017. For 2016-2017,additional cases are still being confirmed by the Office of the Chief Medical Examiner. This report will be updated quarterly and all new confirmed cases will be included in the table below with newly confirmed cases. City/Town of Death Year of Death Occurrence 2013 2014 2015 20162 20172 New Bedford 35 36 63 62 55 New Braintree 0 0 0 0 0 New Marlborough 0 1 0 0 0 New Salem 0 0 2 0 0 Newbury 2 2 1 0 1 Newburyport 1 5 3 11 7 Newton 7 5 10 15 10 Norfolk 0 1 1 0 0 North Adams 2 7 6 4 5 North Andover 2 2 1 1 1 North Attleboro 1 1 6 4 4 North Brookfield 0 1 0 2 1 North Reading 0 2 0 1 3 Northampton 7 11 3 14 7 Northborough 0 0 0 1 0 Northbridge 0 2 1 1 2 Northfield 0 0 0 0 0 Norton 3 3 1 1 3 Norwell 0 1 3 1 1 Norwood 5 9 17 13 17 Oak Bluffs 1 0 2 1 1 Oakham 0 0 0 0 0 Orange 2 0 1 1 1 Orleans 0 0 0 1 0 Otis 0 0 0 1 0 Oxford 1 2 1 3 1 Palmer 1 4 2 5 5 Paxton 1 1 0 0 0 Peabody 6 9 13 11 11 Pelham 0 0 0 0 0 Pembroke 0 3 2 5 1 Pepperell 1 1 2 2 1 Peru 0 0 0 0 1 Petersham 0 0 0 0 0 Phillipston 0 0 0 0 0 Pittsfield 15 14 20 23 14 Plainfield 0 0 0 0 0 Plainville 0 3 2 1 2 Plymouth 6 19 20 26 22 Plym pton 0 0 1 2 1 16 Table 2. Number of confirmed all intents opioid-related overdose deaths by cit town of the death occurrence 2013-2017. For 2016-2017,additional cases are still being confirmed by the Office of the Chief Medical Examiner. This report will be updated quarterly and all new confirmed cases will be included in the table below with newly confirmed cases. City/Town of Death Year of Death Occurrence 2013 2014 2015 20162 20172 Princeton 0 1 1 1 0 Provincetown 0 2 1 0 1 Quincy 24 39 42 36 37 Randolph 5 5 4 7 3 Raynham 2 1 1 0 1 Reading 1 2 2 4 4 Rehoboth 0 0 1 0 0 Revere 8 13 7 17 11 Richmond 0 0 0 0 0 Rochester 0 1 0 0 0 Rockland 4 2 2 10 9 Rockport 1 1 2 0 1 Rowe 0 0 0 0 0 Rowley 2 0 0 0 2 Roya Iston 2 0 0 0 0 Russell 0 0 0 0 0 Rutland 0 0 0 0 0 Salem 10 22 25 29 38 Salisbury 0 3 6 8 8 Sandisfield 0 0 0 0 0 Sandwich 2 0 2 4 1 Saugus 4 7 2 8 4 Savoy 0 0 0 0 0 Scituate 2 1 4 2 0 Seekonk 1 2 1 1 1 Sharon 1 1 0 1 1 Sheffield 0 0 0 0 0 Shelburne 0 1 0 0 0 Sherborn 0 1 1 1 1 Shirley 0 1 0 0 1 Shrewsbury 4 1 1 3 7 Shutesbury 0 0 0 0 0 Somerset 1 1 1 1 2 Somerville 12 14 14 19 12 South Hadley 2 0 1 2 1 Southampton 1 0 0 1 0 Southborough 0 1 0 1 0 Southbridge 4 4 4 14 7 Southwick 0 1 1 0 0 2 Spencer 0 10 7 2 1 17 Table 2. Number of confirmed all intents opioid-related overdose deaths by city/town of the death occurrence, 2013-2017. For 2016-201.7,additional cases are still being confirmed by the Office of the Chief Medical Examiner. This report will be updated quarterly and all new confirmed cases will be included in the table below with newly confirmed cases. City/Town of Death Year of Death Occurrence 2013 2014 2015 20162 20172 Springfield 31 30 62 74 55 Sterling 0 0 0 1 0 Stockbridge 0 0 0 0 2 Stoneham 1 4 4 6 2 Stoughton 6 3 4 7 5 Stow 0 0 0 0 0 Sturbridge 0 1 1 1 3 Sudbury 0 0 0 0 0 Sunderland 1 0 0 1 1 Sutton 0 0 0 0 0 Swampscott 1 2 1 2 1 Swansea 3 0 0 0 3 Taunton 18 23 18 44 31 Templeton 0 1 1 3 0 Tewksbury 2 1 6 12 10 Tisbury 0 0 2 1 1 Tolland 0 0 0 0 0 Topsfield 1 0 0 1 0 Townsend 1 0 0 0 4 Truro 0 0 0 1 0 Tyngsborough 1 1 2 1 2 Tyringham 0 0 1 0 0 Upton 0 0 0 1 0 Uxbridge 2 0 1 0 0 Wakefield 2 3 0 7 5 Wales 0 0 0 0 0 Walpole 2 1 2 4 3 Waltham 6 11 6 11 8 Ware 3 8 3 10 5 Wareham 8 12 12 17 16 Warren 1 1 0 0 0 Warwick 0 0 0 0 0 Washington 0 0 0 0 0 Watertown 4 2 3 5 4 Wayland 0 0 0 1 1 Webster 2 5 6 5 9 Wellesley 0 0 1 0 0 Wellfleet 1 0 0 0 1 Wendell 0 0 0 0 0 Wenham 0 0 1 0 0 18 Table 2. Number of confirmed all intents opioid-related overdose deaths bV city/town of the death occurrence 2013-2017. For 2016-2017,additional cases are still being confirmed by the Office of the Chief Medical Examiner. This report will be updated quarterly and all new confirmed cases will be included in the table below with newly confirmed cases. City/Town of Death Year of Death Occurrence 2013 2014 2015 20162 20172 West Boylston 0 1 0 2 2 West Bridgewater 1 3 0 1 1 West Brookfield 1 0 0 0 0 West Newbury 0 0 0 0 0 West Springfield 4 6 8 4 4 West Stockbridge 0 0 0 0 0 West Tis bury 0 1 0 1 0 Westborough 0 0 2 0 2 Westfield 8 8 4 16 8 Westford 0 1 0 1 2 Westhampton 0 0 0 0 0 Westminster 0 0 1 0 1 Weston 0 0 0 1 1 Westport 2 2 0 1 5 Westwood 0 0 1 2 0 Weymouth 20 25 34 57 49 Whately 0 0 0 0 0 Whitman 1 1 3 1 1 Wilbraham 0 0 1 0 0 Williamsburg 0 0 0 0 0 Williamstown 2 1 0 0 0 Wilmington 1 1 4 2 4 Winchendon 1 0 0 2 1 Winchester 5 11 8 10 5 Windsor 0 0 0 0 0 Winthrop 1 0 2 1 8 Woburn 1 5 1 9 9 Worcester 61 86 118 108 109 Worthington 0 0 0 0 0 Wrentham 1 1 2 1 2 Yarmouth 5 2 3 6 8 Unknown 1 1 0 0 1 0 Outside of Massachusetts 18 33 52 90 73 Total 993 1,395 1,741 2,163 1,944 'Opioids include heroin,opioid-based prescription painkillers,and other unspecified opioids. 'Please note that 2016-2017 death data are preliminary and subject to updates.Case reviews of deaths are evaluated and updated on an ongoing basis.A large number of death certificates have yet to be assigned final cause-of-death codes.The information presented in this city/town table only includes confirmed cases.Data updated on 4/20/2018. 19 Technical Notes 1. Cases were defined using the International Classification of Disease(ICD-10) codes for mortality.The following codes were selected from the underlying cause of death field to identify poisonings/overdoses: X40-X49, X60- X69,X85-X90,Y10-Y19, and Y35.2. All multiple cause of death fields were then used to identify an opioid-related death:T40.0,T40.1,T40.2,T40.3,T40.4, and T40.6. 2. This report tracks all opioid-related overdoses due to difficulties in reporting heroin-associated overdoses separately. Many deaths related to heroin are not specifically coded as such due to the fast metabolism of heroin into morphine. 3. To maintain consistency with NCHS reporting, DPH does not include the ICD-10 code F11.1,which may include opioid-related overdose deaths. 4. Beginning with the May 2017 report, DPH started reporting opioid-related deaths for all intents,which includes unintentional/undetermined and suicide. Source: Registry of Vital Records and Statistics, MDPH 20 �HCC-Mq y� VGNm� MA Opioid-RelatedIncidents /y -2017 2013 Massachusetts Department of Public Health P05TED: MAY 2018 Enhancement of Opioid Overdose Surveillance MATRIS,the Massachusetts Ambulance Trip Reporting Information System, is a statewide database for collecting emergency medical service (EMS) data from licensed ambulance services. It was not specifically designed to track opioid overdose incidents. DPH is currently working with all EMS providers to improve the quality and completeness of these data especially with respect to opioid overdose incidents. To more accurately identify ambulance trips that are opioid-related, several pieces of information from MATRIS are combined such as:a notation that a trip was listed as a poisoning,that there was an administration of naloxone, or that the patient admitted to drug use. In combination,this information allows DPH to more accurately count opioid overdose incidents. Data for Boston came from applying this algorithm to events identified by Boston EMS as "Narcotic Related Incidents" (NRI). Not all ambulance services have reported their most recent data at the time this report was generated, and therefore the numbers cited here may be underestimates. Counts will be updated on a quarterly basis. Beginning with the August 2017 report, incidents are only among people ages 11 and above. Results Since 2013,there has been an overall increasing trend in the percentage of EMS incidents that are considered opioid-related (Figure 1)and the number of all EMS incidents involving naloxone administration (Figure 2). In 2017,the greatest number of suspected opioid-related overdoses treated by EMS is among males aged 25-34, accounting for 27%of opioid-related overdose incidents with a known age and gender. 1 All Suspected Opioid Related Incidents: 2017 (Quarter 1) 11-14 15-24 25-34 35-44 45-54 55-64 65+ Total Male <7 325 1286 641 430 256 1.01 3039 Female <7 21.2 571 296 218 145 72 1514 Total <7 537 1857 937 648 401 173 4553 All Suspected Opioid Related Incidents:2017 (Quarter 2) 11-14 15-24 25-34 35-44 45-54 55-64 65+ Total Male 0 374 1396 867 573 320 82 3612 Female 0 226 708 402 258 159 71 1824 Total 0 600 2104 1269 831 479 153 5436 All Suspected Opioid Related Incidents: 2017(Quarter 3) 11-14 15-24 25-34 35-44 45-54 55-64 65+ Total Male <7 452 1776 1115 730 372 124 4569 Female <7 243 798 536 281 185 76 2119 Total <7 695 2574 1651. 1011 557 200 6688 All Suspected Opioid Related Incidents:2017(Quarter 4) 11.-14 15-24 25-34 35-44 45-54 55-64 65+ Total Male <7 302 1399 788 581 299 108 3477 Female <7 193 606 390 239 153 79 1660 Total <7 495 2005 1178 820 452 187 51.37 2 Figure 1: Percent of Opioid-Related Overdoses Among All EMS Incidents, MA: 2013-2017 3,5 2.5 Opioid- A6 Related r 2 - Overdoses EMS Incidents CL 1.5 a u Trend line 1 - 0.5 0 ------ Q1 Q2 I Q3 Q4 I Q1 Q2�Q3 R4 Q1 Q2 i Q3 R4 Q1 ` Q2 Q3� Q4 -Q1 Q2` Q3 Q� 201 2014 1 2015 2016 2017 Year and Quarter Figure 2: Count of All EMS Incidents Involving Naloxone Administration, MA: 2013-2017 6000 Naloxone 5000 <~ Administered 4000 w° -„. EMS Incidents 0 3000 py U -Trend line 2000 s 1000 Q1 Q2 Q3 I Q4 Q1 :_ Q2 Q Q4 0.1 Q2 Q3 _ 44 Q1 Q2 I Q3 Q4 Qi j Q2 Q3 Q4 2013 2014 2015 2016 2017 Year and Quarter 3 The counts in this table reflect the town in which the incident occurred (not the city/town of residence as shown in the table of deaths by city/town). t indicates no opioid overdose incidents were recorded, which may be due to non- reporting by EMS services or no incidents occurring. * indicates complementary suppression of the next smallest count was applied if only one count was <7. 2016 2017 City/Town Q1 Q2 Q3 Q4 Total Q1 Q2 Q3 Q4 Total Abington 12 9 12 9 42 14 9 10 12 45 Acton <7 <7 <7 <7 21 <7 7 <7 <7 19 Acushnet t <7 <7 <7 12 7 7 <7 <7 25 Adams t t t t t <7 <7 <7 10 19 Agawam 18 8 16 12 54 9 10 13 11 43 Alford t t t t t t t t t t Amesbury 16 24 13 16 69 11 15 14 12 52 Amherst 8 <7 <7 <7 20 8 <7 8 29 Andover <7 <7 11 12 32 7 11 12 14 44 Aquinnah t t t t t t t t t t Arlington 18 16 16 8 58 11 14 19 23 67 Ashburnha m <7 <7 <7 t 9 <7 <7 t t <7 Ashby <7 t <7 <7 8 t <7 <7 <7 12 Ashfield t t t <7 <7 t t t t t Ashland <7 7 8 25 <7 9 7 <7 26 Athol <7 9 16 38 15 12 <7 37 Attleboro 21 39 38 40 138 36 31 46 31 144 Auburn <7 <7 11 7 27 <7 11 7 <7 30 Avon <7 <7 <7 7 20 <7 <7 <7 t 7 Ayer <7 <7 <7 7 18 <7 <7 <7 t 7 Barnstable 44 54 62 59 219 63 48 89 44 244 Barre t <7 <7 <7 8 <7 <7 <7 <7 13 Becket t <7 t t <7 <7 <7 t <7 <7 Bedford <7 8 9 <7 28 <7 8 8 <7 23 Belchertown <7 t t <7 <7 <7 7 <7 <7 21 Bellingham 7 11 11 13 42 11 14 <7 40 Belmont 10 11 <7 33 <7 <7 12 7 27 Berkley <7 <7 <7 <7 11 <7 <7 <7 <7 9 Berlin <7 <7 t <7 7 <7 t <7 t <7 Bernardston t t t t t t t t t t Beverly 24 31 24 31 110 25 35 23 23 106 Billerica 19 12 30 13 74 20 15 42 20 97 Blackstone <7 <7 <7 <7 7 <7 9 12 30 Blandford t t t t t t t t t t Bolton <7 <7 <7 <7 7 t t <7 t <7 Boston 423 674 706 434 2237 433 635 891 687 2646 4 The counts in this table reflect the town in which the incident occurred (not the city/town of residence as shown in the table of deaths by city/town). t indicates no opioid overdose incidents were recorded,which may be due to non- reporting by EMS services or no incidents occurring. * indicates complementary suppression of the next smallest count was applied if only one count was<7. 2016 2017 City/Town Q1 Q2 Q3 Q4 Total Q1 Q2 Q3 Q4 Total Bourne 18 28 32 12 90 15 30 17 12 74 Boxborough <7 <7 <7 7 18 t <7 <7 <7 7 Boxford t <7 <7 <7 7 <7 <7 t t <7 Boylston t <7 <7 <7 9 f t <7 t <7 Braintree 23 33 28 43 127 25 35 39 16 115 Brewster <7 <7 f <7 <7 t 7 <7 <7 12 Bridgewater <7 <7 t <7 9 <7 <7 <7 <7 8 Brimfield f t f t t f t t t t Brockton 191 261 256 180 888 186 164 253 91 694 Brookfield f <7 f <7 <7 <7 <7 L <7 <7 7 Brookline 9 <7 11 33 12 18 10 13 53 Buckland t t t t t t t t t t Burlington <7 <7 14 11 33 9 13 21 15 58 Cambridge 93 162 128 94 477 81 92 107 73 353 Canton <7 13 10 34 7 7 9 14 37 Carlisle t t t t t t t <7 t <7 Carver 13 12 15 13 53 11 12 11 9 43 Charlemont t t t t t t t t t t Charlton <7 t t <7 <7 <7 <7 <7 <7 11 Chatham <7 <7 <7 <7 7 <7 <7 <7 <7 9 Chelmsford 19 17 11 10 57 19 12 13 12 56 Chelsea 59 73 84 42 258 49 83 91 43 266 Cheshire <7 <7 <7 <7 <7 <7 t f <7 Chester t <7 t t <7 <7 t <7 t <7 Chesterfield t t t t t t t <7 t <7 Chicopee 78 61 49 54 242 46 59 66 76 247 Chilmark <7 t <7 t <7 t t t <7 <7 Clarksburg f t t t t t f t t t Clinton <7 13 28 55 <7 14 17 49 Cohasset t t <7 <7 <7 t <7 <7 <7 9 Colrain t t t t t f t t t t Concord <7 7 <7 <7 18 <7 <7 <7 <7 9 Conway <7 t t t <7 f t t t t Cummington t t t t t t <7 t <7 Dalton <7 <7 <7 <7 12 <7 t <7 t <7 Danvers 30 45 39 22 136 30 41 36 35 142 s i The counts in this table reflect the town in which the incident occurred (not the city/town of residence as shown in the table of deaths by city/town). t indicates no opioid overdose incidents were recorded, which may be due to non- reporting by EMS services or no incidents occurring. * indicates complementary suppression of the next smallest count was applied if only one count was<7. 2016 2017 City/Town Q1 Q2 Q3 Q4 Total Q1 Q2 Q3 Q4 Total Dartmouth 18 25 25 24 92 19 27 <7 66 Dedham 13 26 <7 57 16 15 21 15 67 Deerfield <7 <7 t t <7 t <7 t <7 7 Dennis <7 <7 9 18 11 11 20 14 56 Dighton <7 <7 t t 7 <7 <7 t t <7 Douglas <7 <7 t t <7 t t t t t Dover t t t t t t t <7 t <7 Dracut 16 10 22 14 62 11 17 26 13 67 Dudley t <7 9 19 <7 7 <7 7 23 Dunstable t t <7 t <7 <7 t <7 <7 <7 Duxbury <7 <7 <7 <7 19 77 <7 <7 <7 10 East <7 15 9 37 <7 <7 <7 9 24 Bridgewater East Brookfield t t t <7 <7 t t t t t East <7 8 <7 9 23 7 <7 <7 <7 19 Longmeadow Fastha m <7 <7 <7 <7 9 <7 <7 <7 t 8 Easthampton 7 7 7 7 28 <7 <7 10 <7 23 Easton <7 <7 <7 t 9 <7 <7 7 13 23 Fdgartown <7 <7 <7 <7 7 <7 <7 <7 t <7 Egremont t t <7 t <7 t t t t t Erving t t t <7 <7 <7 t t <7 <7 Essex <7 <7 t <7 <7 <7 <7 <7 <7 <7 Everett 36 57 49 41 183 39 43 49 39 170 Fairhaven 26 24 19 15 84 11 13 11 12 47 Fall River 151 156 299 228 834 195 169 246 245 855 Falmouth 23 55 46 45 169 40 48 28 30 146 Fitchburg 70 80 113 90 353 75 80 105 81 341 Florida t t t t t t t t t t Foxborough <7 <7 12 16 34 11 7 9 7 34 Framingham 32 60 66 55 213 44 34 48 54 180 Franklin <7 17 16 <7 44 16 15 <7 46 Freetown <7 <7 7 8 24 <7 <7 <7 <7 11 Gardner 14 28 24 12 78 22 13 20 13 68 Georgetown <7 <7 <7 <7 11 <7 <7 t <7 7 Gill <7 <7 t <7 <7 t t t t t Gloucester 39 33 29 15 116 17 27 32 30 106 s The counts in this table reflect the town in which the incident occurred (not the city/town of residence as shown in the table of deaths by city/town). t indicates no opioid overdose incidents were recorded, which may be due to non- reporting by EMS services or no incidents occurring. * indicates complementary suppression of the next smallest count was applied if only one count was 0. 2016 2017 City/Town Q1 Q2 Q3 Q4 Total Q1 Q2 Q3 Q4 Total Goshen t t <7 t <7 t t f t t Gosnold t t t t t t f t t t Grafton <7 <7 <7 <7 15 <7 7 10 <7 25 Granby <7 <7 <7 <7 9 <7 t <7 $ 13 Granville <7 t t f <7 t t t t t Great <7 <7 <7 <7 12 <7 <7 <7 <7 10 Barrington Greenfield 10 8 23 9 50 11 15 20 7 53 G roton <7 t t <7 <7 t <7 t f <7 G rove I a n d <7 <7 <7 <7 <7 <7 <7 t <7 <7 Hadley 7 <7 <7 <7 19 <7 <7 7 <7 15 Halifax 10 22 <7 45 <7 <7 7 11 25 Hamilton <7 <7 t <7 <7 <7 <7 <7 <7 Hampden t <7 t <7 <7 <7 <7 <7 t <7 Hancock t t f t t t <7 t t <7 Hanover <7 <7 <7 <7 18 <7 <7 <7 <7 17 Hanson 8 <7 9 <7 28 <7 9 <7 <7 21 Hardwick <7 t t <7 <7 <7 t t t <7 Harvard <7 t t <7 <7 <7 t t <7 <7 Harwich <7 7 <7 <7 19 11 <7 11 36 Hatfield <7 t t <7 <7 t <7 <7 t <7 Haverhill 92 90 77 105 364 87 85 121 77 370 Hawley t t t f t f t t t t Heath t t t t t <7 t t <7 <7 Hingham <7 <7 <7 14 25 <7 <7 <7 <7 15 Hinsdale t <7 t t <7 t t t t t Holbrook 16 17 21 18 72 17 18 <7 54 Holden <7 <7 <7 <7 13 <7 <7 <7 <7 11 Holland t t t t t t t <7 f <7 Holliston t t t t t <7 <7 <7 <7 14 Holyoke 79 86 62 74 301 55 49 65 57 226 j Hopedale, t t t <7 <7 <7 <7 <7 <7 7 Hopkinton <7 <7 <7 t 10 <7 <7 <7 <7 13 Hubbardston t <7 <7 f <7 <7 <7 <7 t 7 Hudson 11 13 <7 36 <7 <7 7 9 24 Hull 11 <7 <7 t 18 <7 <7 <7 t 8 Huntington t t <7 t <7 t t <7 t <7 7 The counts in this table reflect the town in which the incident occurred (not the city/town of residence as shown in the table of deaths by city/town), t indicates no opioid overdose incidents were recorded, which may be due to non- reporting by EMS services or no incidents occurring. * indicates complementary suppression of the next smallest count was applied if only one count was<7. 2016 2017 City/Town Q1 Q2 Q3 Q4 Total Q1 Q2 Q3 Q4 Total Ipswich 7 <7 <7 <7 22 8 7 <7 <7 22 Kingston <7 <7 <7 9 20 <7 <7 9 <7 24 Lakeville <7 31 14 56 21 15 22 14 72 Lancaster <7 <7 <7 <7 8 f <7 <7 <7 <7 Lanesborough t t t <7 <7 t <7 <7 t <7 Lawrence 197 100 171 180 648 150 178 242 208 778 Lee <7 <7 <7 <7 7 <7 <7 <7 <7 11 Leicester <7 <7 <7 10 25 9 <7 <7 <7 25 Lenox t <7 <7 <7 <7 <7 <7 <7 <7 16 Leominster 50 67 113 63 293 68 56 70 56 250 Leveret# f f t f f<7 tt t <7 Lexington <7 <7 8 <7 16 <7 <7 <7 <7 16 Leyden t f t t t t t t t t Lincoln <7 t <7 t <7 t <7 <7 <7 8 Littleton <7 <7 <7 <7 15 <7 <7 <7 <7 9 Longmeadow <7 <7 <7 <7 13 <7 <7 <7 <7 10 Lowell 193 187 216 241 837 269 309 322 237 1137 Ludlow 14 <7 13 44 10 <7 13 39 Lunenburg <7 7 9 <7 23 <7 t <7 <7 <7 Lynn 97 113 137 123 470 117 147 172 150 586 Lynnfield <7 <7 <7 <7 9 <7 <7 <7 <7 11 Malden 37 61 62 42 202 31 55 76 42 204 Manchester t <7 <7 t <7 <7 <7 t <7 <7 Mansfield <7 9 10 <7 28 9 <7 17 39 Marblehead <7 15 8 36 9 <7 <7 10 28 Marion <7 <7 <7 <7 <7 <7 <7 <7 <7 9 Marlborough 21 13 19 13 66 <7 16 17 44 Marshfield 8 16 12 7 43 8 7 12 16 43 Mashpee <7 12 17 42 16 8 t 10 34 Mattapoisett <7 7 <7 <7 13 <7 <7 <7 <7 15 Maynard <7 <7 <7 <7 12 9 9 <7 <7 23 Medfield <7 <7 <7 <7 8 <7 <7 <7 <7 9 Medford 41 42 34 21 138 14 24 27 27 92 Medway <7 <7 <7 8 19 8 17 <7 35 Melrose 16 17 17 9 59 <7 15 7 33 Mendon t f t <7 <7 <7 <7 t <7 7 a The counts in this table reflect the town in which the incident occurred (not the city/town of residence as shown in the table of deaths by city/town). t indicates no opioid overdose incidents were recorded,which may be due to non- reporting by EMS services or no incidents occurring. * indicates complementary suppression of the next smallest count was applied if only one count was<7. F— 2016 2017 City/Town Q1 Q2 Q3 Q4 Total Q1 Q2 Q3 Q4 Total Merrimac <7 t <7 <7 <7 <7 <7 7 <7 15 Methuen 47 53 62 51 213 29 49 60 55 193 Middleborough 20 <7 35 <7 <7 <7 <7 8 Middlefield t t <7 t <7 t <7 t t <7 Middleton <7 <7 <7 t 12 <7 <7 <7 7 19 Milford <7 14 23 56 13 24 12 16 65 Millbury 7 19 17 8 51 8 12 10 14 44 Millis <7 <7 <7 8 18 <7 <7 <7 <7 15 Millville <7 <7 t <7 7 t t <7 <7 <7 9 9 <7 32 7 12 9 8 36 Milton ' Monroe t t t t t t t t t t Monson <7 <7 <7 <7 12 <7 <7 <7 <7 14 Montague 10 8 <7 29 <7 <7 8 <7 23 Monterey t t t t t t t t t t Montgomery t t t t t t t t t t Mount t t t t t t t t t t Washington Nahant <7 <7 t <7 <7 t <7 <7 t <7 Nantucket <7 <7 9 <7 18 <7 <7 <7 <7 10 Natick <7 9 10 33 <7 8 9 30 Needham <7 <7 <7 <7 15 <7 t <7 <7 7 New Ashford t t t t t t t t t t New Bedford 116 153 221 216 706 118 199 229 128 674 New Braintree t t t <7 <7 t <7 t t <7 ! New t t t t t t <7 t t <7 Marlborough New Salem t t tt t <7 t t <7 Newbury <7 t t t <7 <7 <7 t <7 <7 Newburyport <7 9 <7 11 24 <7 <7 8 <7 16 Newton 11 13 15 16 55 17 16 15 17 65 Norfolk 7 <7 <7 <7 18 <7 <7 <7 <7 <7 North Adams 11 27 23 14 75 9 9 17 13 48 North Andover 12 11 19 15 57 18 12 1$ 24 72 North Attleboro 13 21 18 16 68 11 25 21 22 79 North t t <7 <7 <7 t t t <7 <7 Brookfield North Reading <7 <7 9 <7 21 <7 9 <7 <7 17 9 The counts in this table reflect the town in which the incident occurred (not the city/town of residence as shown in the table of deaths by city/town), t indicates no opioid overdose incidents were recorded, which may be due to non- reporting by EMS services or no incidents occurring. * indicates complementary suppression of the next smallest count was applied if only one count was<7. 2016 2017 City/Town Q1 Q2 Q3 Q4 Total Q1 Q2 Q3 Q4 Total Northampton 26 <7 22 71 26 20 16 20 82 ]Northborough 7 <7 10 <7 24 <7 <7 <7 <7 12 Northbridge <7 7 7 <7 22 <7 <7 9 <7 25 Northfield t t t t t t t <7 <7 <7 Norton t <7 11 26 9 <7 8 <7 23 Norwell <7 7 <7 <7 19 <7 7 <7 t 14 Norwood <7 t <7 11 18 13 13 15 12 53 Oak Bluffs <7 <7 <7 <7 14 <7 t <7 <7 <7 Oakham t <7 <7 t <7 <7 t <7 t <7 Orange <7 <7 <7 7 11 8 <7 <7 <7 18 Orleans t t t t t <7 <7 <7 t 9 Otis t t t t t t t <7 t <7 Oxford <7 10 22 <7 40 11 <7 11 34 Palmer t <7 t <7 <7 <7 8 8 27 Paxton <7 <7 <7 <7 <7 <7 <7 <7 t <7 Peabody 34 44 42 43 163 34 37 51 41 163 Pelham t t t t t t t t t t Pembroke 9 9 8 17 43 12 8 <7 29 Pepperell <7 <7 9 <7 20 <7 t 7 <7 14 Peru t t t t t t t t t t Petersham t <7 t <7 <7 t t t t t Phillipston t t <7 t <7 j t t �-t t t Pittsfield 38 40 30 40 148 35 29 57 37 158 Plainfield t t t t t t <7 <7 t <7 Plainville <7 <7 <7 11 23 7 <7 <7 <7 23 Plymouth 38 60 49 43 190 50 58 69 42 219 Plympton t <7 <7 <7 <7 <7 <7 t t <7 Princeton t t t t t t <7 <7 <7 <7 Provincetown <7 <7 <7 <7 11 <7 <7 <7 t 9 Quincy 57 123 131 122 433 89 101 164 42 396 Randolph 30 30 16 24 100 20 13 21 24 78 Raynham <7 <7 7 13 32 <7 10 12 37 Reading <7 <7 7 7 26 <7 <7 <7 <7 13 Rehoboth t t t t t <7 <7 <7 <7 8 Revere 52 81 92 76 301 52 69 82 54 257 Richmond t t t t t t t t t t 10 The counts in this table reflect the town in which the incident occurred (not the city/town of residence as shown in the table of deaths by city/town). t indicates no opioid overdose incidents were recorded, which may be due to non- reporting by EMS services or no incidents occurring. * indicates complementary suppression of the next smallest count was applied if only one count was 0. 2016 2017 City/Town Q1 Q2 Q3 Q4 Total Q1 Q2 Q3 Q4 Total Rochester <7 <7 <7 <7 8 <7 t <7 <7 7 Rockland 42 28 24 22 116 17 19 23 20 79 Rockport t t <7 <7 <7 <7 <7 t <7 13 Rowe t t t t t f t t t t Rowley <7 <7 <7 <7 8 t <7 t t <7 Roya lsto n <7 <7 <7 t <7 <7 t t <7 <7 Russell f t f <7 <7 t <7 t t <7 Rutland t <7 <7 <7 10 <7 <7 <7 <7 13 Salem 47 62 78 60 247 54 56 78 44 232 Salisbury 25 33 33 17 108 19 25 34 29 107 Sandisfield t <7 t f <7 <7 t f f <7 Sandwich t t <7 8 <7 t t t <7 Saugus 26 37 38 28 129 25 31 32 28 116 Savoy t t t f t f t t t t Scituate <7 <7 9 <7 21 <7 <7 <7 <7 13 Seekonk <7 7 10 <7 26 <7 10 8 29 Sharon t <7 8 <7 12 <7 <7 <7 7 16 Sheffield <7 t <7 t <7 t <7 <7 <7 7 Shelburne <7 t t <7 <7 <7 t <7 t <7 Sherborn t t t <7 <7 t t t <7 <7 Shirley <7 <7 9 f 13 <7 <7 7 <7 21 Shrewsbury 10 19 11 11 51 7 16 13 18 54 Shutesbury t t t t t t t t t t Somerset 13 17 11 9 50 8 10 14 15 47 Somerville 39 52 56 50 197 27 39 43 24 133 South Hadley t <7 t <7 <7 t f <7 <7 <7 Southampton f <7 <7 <7 <7 <7 <7 t <7 <7 Southborough <7 <7 <7 <7 <7 f t <7 <7 <7 Southbridge 11 26 22 37 96 14 20 <7 48 Southwick 11 11 <7 34 8 <7 <7 8 23 Spencer <7 <7 <7 <7 12 <7 <7 7 10 24 Springfield 182 198 164 177 721 115 172 205 154 646 Sterling <7 <7 <7 <7 13 <7 <7 <7 <7 8 Stockbridge t t f f t <7 t t <7 <7 Stoneham <7 23 12 52 9 <7 18 <7 39 Stoughton 10 21 12 11 54 14 16 16 13 59 11 The counts in this table reflect the town in which the incident occurred (not the city/town of residence as shown in the table of deaths by city/town). t indicates no opioid overdose incidents were recorded,which may be due to non- reporting by EMS services or no incidents occurring. * indicates complementary suppression of the next smallest count was applied if only one count was<7. 2016 2017 City/Town Q1 Q2 Q3 Q4 Total Q1 Q2 Q3 Q4 Total Stow t <7 <7 t <7 <7 <7 <7 <7 13 Sturbridge <7 11 <7 <7 25 <7 <7 <7 8 17 Sudbury t <7 t <7 <7 <7 t <7 <7 <7 Sunderland <7 <7 <7 <7 <7 t <7 t t <7 Sutton <7 <7 <7 <7 12 <7 <7 <7 <7 12 Swampscott P75 9 <7 <7 25 <7 <7 <7 <7 95 Swansea 13 13 15 49 10 <7 17 <7 34 Taunton 117 73 59 324 39 75 90 41 245 Templeton <7 <7 <7 13 <7 <7 <7 <7 15 Tewksbury 12 24 21 24 81 37 41 29 20 127 Tisbury t <7 t <7 <7 <7 <7 <7 t 7 Tolland t t fi t t t t t t t Topsfield t t <7 t <7 <7 <7 t <7 8 Townsend <7 <7 <7 <7 15 <7 <7 t <7 10 Truro t <7 t t <7 t t t <7 <7 Tyngsborough <7 <7 <7 7 19 <7 <7 <7 <7 19 Tyringham t t t t t t t t t t Upton <7 <7 <7 <7 <7 t <7 <7 <7 10 Uxbridge P<7 <7 11 <7 29 <7 <7 7 <7 22 Wakefield 11 18 15 54 10 17 18 13 58 Wales t t t t t t <7 <7 <7 Walpole 10 12 37 9 8 <7 29 Waltham 38 36 40 30 144 20 35 45 25 125 Ware 9 <7 <7 <7 23 <7 <7 11 <7 21 Wareham 28 33 40 32 133 39 36 47 50 172 Warren <7 <7 t <7 9 <7 <7 <7 t 13 Warwick t t t t t t <7 t t <7 Washington t t t t t t t t <7 <7 Watertown 28 23 7 22 80 <7 15 13 44 Wayland t <7 <7 <7 <7 <7 <7 <7 t <7 Webster 16 14 20 22 72 13 18 23 17 71 Wellesley <7 <7 <7 <7 12 <7 <7 <7 <7 14 Wellfleet <7 <7 <7 <7 9 t <7 <7 <7 10 Wendell t t t t t t t t t t Wenham <7 <7 t t <7 <7t <7 <7 <7 West Boylston <7 <7 <7 <7 12 <7 <7 <7 <7 16 12 The counts in this table reflect the town in which the incident occurred (not the city/town of residence as shown in the table of deaths by city/town). t indicates no opioid overdose incidents were recorded,which may be due to non- reporting by EMS services or no incidents occurring. * indicates complementary suppression of the next smallest count was applied if only one count was<7. 2016 2017 City/Town Q1 Q2 Q3 Q4 Total Q1 42 Q3 Q4 Total West 7 <7 <7 t 15 <7 <7 <7 10 22 Bridgewater West Brookfield t t t t f<7 <7 <7 <7 9 West Newbury <7 <7 t <7 <7 t <7 t <7 West Springfield 30 29 19 29 107 11 15 40 23 89 West t t t t f<7 t t t <7 Stockbridge West Tisbury <7 <7 t t <7 t <7 <7 t <7 Westborough 14 26 25 22 87 14 26 15 11 66 Westfield 28 15 16 21 80 11 14 15 20 60 Westford 8 <7 <7 <7 21 <7 9 <7 <7 25 Westhampton t t t t t <7 t t t <7 Westminster <7 <7 t <7 7 <7 <7 <7 8 19 Weston <7 <7 t <7 <7 <7 <7 t 11 Westport <7 9 <7 10 28 7 8 <7 <7 26 Westwood <7 <7 <7 <7 14 <7 <7 <7 <7 13 Weymouth 35 61 81 37 214 50 57 70 62 239 Whately t t t t t <7 <7 t <7 <7 Whitman 7 7 10 18 42 9 <7 19 43 Wilbraham <7 7 <7 <7 17 <7 <7 <7 <7 20 Williamsburg t <7 t t <7 <7 <7 <7 t <7 Williamstown <7 <7 <7 <7 9 t <7 <7 t <7 Wilmington 17 10 <7 40 <7 16 20 53 Winchendon <7 <7 <7 <7 17 t <7 <7 <7 16 Winchester <7 <7 <7 7 18 <7 t <7 <7 7 Windsor t t t <7 <7 t t t t t Winthrop 13 18 21 8 60 <7 9 9 30 Woburn 42 38 37 28 145 43 36 45 28 152 Worcester 327 396 480 408 1611 262 361 448 432 1503 Worthington t t <7 t <7 t t t t t Wrentham 12 11 <7 35 <7 <7 7 <7 25 Yarmouth 15 31 20 26 92 16 29 35 17 97 Unknown 65 116 109 72 362 51 50 62 48 211 Grand Total 4742 5955 6326 538422417 4619 5500 6790 5198 221 D7 Technical (Votes 13 Suspected opioid related incidents for all cities/towns except for Boston are identified using an algorithm that DPH developed with CDC using multiple fields in the MATRIS system. In Boston,this algorithm was applied to a subset of incidents that were reported in their internal "Narcotic Related Incidents" database.This data brief was supported by funds made available from the Centers for Disease Control and Prevention, Office for State,Tribal, Local and Territorial Support, under B01OT009024 and NU17CE924877. The findings of this data brief are those of the authors and do not necessarily represent the official position of or endorsement by the Centers for Disease Control and Prevention. 14 k a � ��i � r�i 11D r���Yv• AGENDA COVER MEMORANDUM To: Board of Selectmen Thru: Andrew W. Maylor From: Laurie Burzlaff, Executive Assistant Date: July 11, 2018 Re: Appointments The appointment subcommittee is recommending the following appointments: Michael Quinlan-Board of Registrars Ronn Faigen-Zoning Board(from associate member to full member) Devon Smolak-Sustainability Committee David Brown-Stevens Estate Advisory Committee North Andover Republican Town Committee PO Box 252 North Andover, MA 01845 North Andover Board of Selectmen Phil DeCologero, Chairman 120 Main Street North Andover, MA 01845 June 6,2018 Dear Chairman DeCologero, The following are our nominations for the vacant Republican position on the Board of Registrars: Michael Quinlan, 40 Cedar Ln. • Karin oton, 13 Perry St. Charles Weber, 61 Fox Hill Rd I respectfully ask that you please add this to the agenda of the next Board of Selectmen meeting. Thank you for your consideration. Sincerely, C. Chairman,NARTC ..................- North Andover, MA 120 Main Street Phone:978-688-9500 Volunteer Form Good Government Starts with You Date S May 27,2018 Name: Devon B Smolak Home Address: 711 Dale St North Andover Mailing Address: 711 Dale St North Andover PhoneNumber(s) Current cc io toyer: Operation Support/Smolak Farms LLC Narrative: I'm currently free after 3 PM on weekdays. I have taken classes in rural real estate appraisal and several ag sustainability classes that deal with water,land,etc. I attend a lot of museums and believe that preserving history is key to this town. I volunteered a little at Windrush Farms. I'm young. Board(s)/Committee(s): _ANI AL INSPECTOR _HISTORICAL COMMISSION USTAINABILITY COMMITTEE WINDRUSH FARM STEERING COMMITTEE Page 1/1 NORTH Massachus* � Laurie Burzlaff<Iburzlaff@northandoverma.gov> New Volunteer Form Submitted 1 message VTS BoardCommlfteeApp <VTS_Boa rdCommitteeApp@vt-s.net> Thu, Mar 1, 2018 at 4:51 PM Reply-To:VTS—BoardCommitteeApp <VTS_BoardCommitteeApp@vt-s.net> A new Citizen Activity form was submitted on Mar 01, 2018 with the following information: Name: David S Brown Home Address: 35 Old Farm Road North Andover, MA 01845 Mail Address: 35 Old Farm Road North Andover, MA 01845 Phone Number(2): Email Address: Current Occupation: Director, Product Management&Business Development,ARRIS Narrative: I'm very interested in expanding my participation in North Andover's government. Two of my three children are now young adults and my youngest is at the High School, so I have more time available to devote to service. I've been very active in leadership positions in the youth sports organizations in town (Little League VP, Booster Club Commissioner and Delegate, and NASA Coach)since we moved here 18 years ago, and have served on the NA Fields Committee since 2003. I've also volunteered as a parent numerous times in the schools in various capacities (at Kitteredge, NAMS and NAHS)and recently served on the NAHS Principal Search Committee. I have graduate degrees in Electrical Engineering (MSEE, Tufts)and Business Administration (MBA, UCLA)and over 30 years of experience in technology companies in the telecommunications industry in product development, design, engineering management, marketing and product management, strategic planning, mergers and acquisitions. Along the way I've worked in both very large organizations (Microsoft, Google)and as an executive at very small start-up companies I'm skilled at working cooperatively with people to accomplish goals,whether as a contributor or a leader. I've often had roles where I've had to influence others to deliver work even when I'm not their direct supervisor—it strikes me that Town Meeting government is a place where that skill is highly valuable! I also feel that my experience in corporate strategic planning, and my education and experience as an executive manager, is spot-on for the Master Plan Advisory Committee. I'm a quick study and have the ability to brainstorm solutions, and think innovatively and a lot of experience in long-range planning which is the heart of that committee's responsibility. My experience in mergers and acquisitions, as well as strategic planning, and my service on the Fields Committee, would be an asset to the CPA committee, as they often face difficult decisions on priorities and worthiness of projects. If I can offer any further details on my background that would help in any decision making, I would be delighted to do so. Thank you for considering my application. Sincerely, David S. Brown Interested Boards/Committees: _COMMUNITY PRESERVATION COMMITTEE � MASTER PLAN ADVISORY COMMITTEE In caf188.pdf 8K loll July 16, 2018 Board of Selectmen lurpose Based na Strategic nGoal set by the Board of Selectmen,. theTown Manager has created a Connectivity Working Group who charge is tCo evaluate connectivityissues andvw Connectivity Improvement Plan (SCIP) for thE Town f North Andover Current Conditions ri -, Roles i � s1 Y D v . ni a rno v noloaccordance- �� � x n_ a In orojorat-n2 oub-HIC, back for mal al.n 'In R a f an _'In R -, _ � � -.ons a _ ma cos a § a p_ g �➢ ate= ➢ n -➢ n B ➢ a ➢ ➢ ➢ ➢ ➢ u related �- _ lob �iy � � � � Imorov m Plan �� � v pI aon va a _a _ vision - � a'k pry _ v - n'a ary Scope o Activities fis-LAting ins • 'Input data froM M w k Work began inJune20-18) ling Develop a -sidewalk � � L, Plan m-cluding est, L, n • Present nto Board of Selectmenforfinal. v _ � ` l � Io � Be i � d St . & & , ® _c C \\ ® E mi.-CDevelopment ePublhc, Saf \\ e E { )\\ Next.. steps . . . • Establish a timeline for developing the Sidewalk Connectivity Plan • Research best practices for implementing the SCIP • Begin the process to determine the most effective way to fund the SCIP 0 C RsF July 13, 2018 Dear Resident of Royal Crest Estates North Andover, As we want to keep you updated on any activities that impact our community, we want you to know that Aimco has recently begun a capital needs assessment of the property. You already may have seen consultants and contractors onsite who are involved in this study, which will be conducted over the next few months. To minimize any disruption, the initial work is being done on the grounds and in some vacant apartment homes. We will keep you informed throughout this process and will share with you any recommendations that result from the study. We also will be updating town officials as appropriate. Thank you for your understanding and cooperation as we determine the best options for providing a well-maintained and positive living environment. If you have any questions, please do not hesitate to call me. Sincerely, u Bryan Nicholas Regional Property Manager 508-283-3401 50 Royal Crest Drive North Andover, MA 01845 Tel: (978) 682.7200 Government Finance Officers Association 203 North LaSalle Street,Suite 2700 ,Illinois 60601-121 d 312.977.9700 far 312.977A806 June 4,2018 Andrew W.Maylor Town Manager Town of North Andover 120 Main Street North Andover, MA 01845 Dear Mr. aylor: We are pleased to notify you that your comprehensive annual financial report (CAFR) for the fiscal year ended 2017 qualifies for GFOA's Certificate of Achievement for Excellence in Financial Reporting. The Certificate of Achievement is 'the highest form of recognition in governmental accounting and financial reporting, and its attainment represents a significant accomplishment by a government and its management. When a Certificate of Achievement is awarded to a government, an Award of Financial Reporting Achievement (AFRA) is also presented to the individual(s) or department designated by the government as primarily responsible for its having earned the Certificate. This award has been sent to the submitter as designated on the application. We hope that you will arrange for a formal presentation of the Certificate and Award of Financial Reporting Achievement, and that appropriate publicity will be given to this notable achievement. A sample news release is enclosed to assist with this effort. We hope that your example will encourage other government officials in their efforts to achieve ,and maintain an appropriate standard of excellence in financial reporting. Sincerely, Michele Mark Levine Director,Technical Services Center (TI) GOVERNMENT FINANCE OFFICERS ASSOCIATION NEWS RELEASE FOR IMMEDIATE RELEASE 06/04/2018 For more information contact: Michele Mark Levine, irector/TSC Phone: (312) 977-9700 Fax: (312) 977-4806 E-mail: mlevine*gfoa.org (Chicago, Illinois)--The Certificate of Achievement for Excellence in Financial Reporting has been awarded to Town of North Andover by Government Finance Officers Association of the United States and Canada (GFOA) for its comprehensive annual financial report (CAFR). The Certificate of Achievement is the highest form of recognition in the area of governmental accounting and financial reporting, and its attainment represents a significant accomplishment by a government and its management. An Award of Financial Reporting Achievement has been awarded to the individual(s) or department designated by the government as primarily responsible for preparing the award-winning CAFR. The CAFR has been judged by an impartial panel to meet the high standards of the program, which includes demonstrating a constructive "spirit of full disclosure" to clearly communicate its financial story and motivate potential users and user groups to read the CAFR. Government Finance Officers Association is a major professional association servicing the needs of nearly 19,000 appointed and elected local, state, and provincial-level government officials and other finance practitioners. It provides top quality publications, training programs, services, and products designed to enhance the skills and performance of those responsible for government finance policy and management. The association is headquartered in Chicago, Illinois, with offices in Washington, D.C. 203 NORTH LASALLE STREET, SUITE 2700, CHICAGO, ILLINOIS 60601-1210 North Andover Fire Department Page: 1 Incident Analysis Printed: 07/09/2018 From 06/01/2018 Thru 06/30/2018 Incident Statistics General Statistics Total Incidents: 332 Total Civilian Injuries: 2 Total Civilian Deaths: 0 Total Fire Service Injuries: 0 Total Fire Service Deaths: 0 Total Incidents With A Dollar Toss: 6 Average Dollar Loss: 54219 Average Suppression Apparatus Responding: 1 Average Suppression Personnel. Responding: 2 Average EMS Apparatus Responding: 1 Average EMS Personnel Responding: 2 Average Other Apparatus Responding: 0 Average Other Personnel Responding: 0 Alarm Breakdown Alarm Level Occurrences Percentage 1 0 0.0 2 0 0.0 3 0 0.0 4 0 0.0 5 0 0.0 6 0 0.0 7 0 0.0 8 0 0.0 9 0 0.0 10 0 0.0 Over 10 0 0.0 Unspecified 0 0.0 TOTAL 332 100.0 Exposure Fire Occurrence Number Of Exposure Fires Occurrences Percentage 1 Exposure Fires 0 0.0 2 Exposure Fires 0 0.0 3 Exposure Fires 0 0.0 4 Exposure Fires 0 0.0 5 Exposure Fires 0 0.0 Over 5 Exposure Fires 0 0.0 Total Exposure Fires 0 0.0 Incident Type Category Breakdown Incident Type Category Occurrences Percentage [100-199] Fire/Explosion 11 3.3 [200-299] Overpressure Rupture 0 0.0 [300-399] Rescue Call 231 69. 6 [400-499] Hazardous Condition 13 3. 9 [500--599] Service Call 21 6.3 North Andover Fire Department Page: 2 . Incident Analysis Printed: 07/09/2018 From 06/01/2018 Thru 06/30/2018 [600-699] Good Intent Call 14 4 .2 (700-799] False Call 41 12. 3 [800-899] Severe Weather/Natural Disaster 0 0.0 [900-- 999] Special Type/Complaint 1 0.3 Undetermined 0 0.0 TOTAL 332 100. 0 Incident Type Incident Type Occurrences Percentage Building fire 1 0.3 Cooking fire, confined to container 3 0. 9 MULCH 6 1.8 Outside gas or vapor combustion explosion 1 0.3 Rescue, EMS incident, other 21 6.3 Medical assist, assist EMS crew 12 3. 6 Emergency medical service incident, other 84 25.3 EMS call, excluding vehicle accident with injury 90 27. 1 Motor vehicle accident with injuries 11 3.3 Motor vehicle accident with no injuries. 12 3. 6 Removal of victim(s) from stalled elevator 1 0.3 Gasoline or other flammable liquid spill 1 0.3 Gas leak (natural gas or LPG) 2 0. 6 Carbon monoxide incident 1 0.3 Electrical wiring/equipment problem, other 3 0.9 Power line down 3 0.9 Arcing, shorted electrical equipment 2 0.6 Accident, potential accident, other 1 0.3 Service Call, other 3 0.9 Person in distress, other 1 0.3 Lock-out 1 0.3 Water problem, other 1 0.3 Water or steam leak 1 0.3 Animal problem, other 1 0.3 Public service assistance, other 5 1.5 Public service 5 1.5 Unauthorized burning 3 0.9 Dispatched & canceled en route 8 2.4 No incident found on arrival at dispatch address 3 0.9 Smoke scare, odor of smoke 3 0.9 Malicious, mischievous false call, other 2 0. 6 Sprinkler activation due to malfunction 2 0. 6 Smoke detector activation due to malfunction 7 2.1 Alarm system sounded due to malfunction 11 3.3 CO detector activation due to malfunction 2 0. 6 Unintentional transmission of alarm, other 2 0. 6 Smoke detector activation, no fire - unintentional 5 1.5 Alarm system activation, no fire - unintentional 8 2.4 Carbon monoxide detector activation, no CO 2 0. 6 Citizen complaint 1 0.3 TOTAL 332 100. 0 For Districts: All For Situations: All For Jurisdictions: All For Street (s) : All For Location: All C�N1� RTFI A1Tlt , MASSAC`I �S �'� , F°zre .1 eparAtm nt ' 795 Chickering Road Street, North AncloverM, MA 01845 Telephone 978-688-9590 Fax 978-688-9594 July 9, 2018 Mr. Andrew Maylor Town Manager Town of North.Andover 120 Main Street North.Andover, MA 011845 Re: Overdose Statistics Dear Mr. Maylor, Attached please find the monthly Overdose Report which breaks down by month incident responses that the North Andover Fire and Police Departments have responded to since January 1, 2014 through June 30, 2018. This information has been compiled from AmbuPro Next Gen, OCI Software which the fire department utilizes for our electronic patient care reporting as required by the Massachusetts Department of Public Health. Should you have any questions, please do not hesitate to contact me. Thank you, pq#e�' W& Jeffrey Deschenes,NI-EMT, I01 EM'S Training & Education Officer North Andover Fire Department EXPLAINATI'ON OF TERMS Cardiac Arrest: Sudden cardiac arrest is the sudden, unexpected loss of heart function, breathing and consciousness. Sudden cardiac arrest usually results from an electrical disturbance in your heart that disrupts its pumping action, stopping blood flow to the rest of your body. These patients are provided resuscitation efforts with cardiopulmonary resuscitation, airway management and automatic external defibrillator. Cocaine: is a strong stimulant mostly used as a recreational drug. Cocaine has powerful negative effects on the heart and brain. Occasional users run the risk of sudden death with cocaine use. Cocaine use is bad for the heart. Cocaine increases heart rate and blood pressure while constricting the arteries supplying blood to the heart. The result interrupts blood flow to the heart muscle itself, which can cause a heart attack even in young people without heart disease. Dead on Arrival(DOA): Is a terra used to indicate that a patient was found to be already clinically dead upon the arrival of professional medical assistance. Examples of Dead on Arrival according to the Massachusetts Department of Public Health are as follows: Date of Service (DOS): The date in which the fire department responded to a call for assistance. Fentanyl: Is a potent, synthetic opioid analgesic with a rapid onset and short duration of action. Opiate: Opiates are a group of drugs that are used for treating pain. They are derived from opium which comes from the poppy plant. Opiates go by a variety of names including opiates, opioids, and narcotics. The term opiates is sometimes used for close relatives of opium such as codeine, morphine and heroin, while the term opioids is used for the entire class of drugs including synthetic opiates such as Oxycontin. Some of the more common opiates are Codeine, Vicodin, Hycodan, Morphine, Oxycontin, Percoset, Dilaudid, and Fentanyl. Polysubstance Overdose: A polysubstance overdose is when a person is in an intoxicated state without a preference for one particular substance as several substances have been mixed together. Although any combination of three drugs can be used, more likely alcohol is commonly used with other substances such as cocaine and heroin. In the substance abuse context, it usually refers to the use of multiple illicit drugs, however, it can also apply to prescription medications used for nonmedical purposes. People often use multiple substances in an attempt to enhance the effect of a single drug to create a more intense high. NOTES: On July 12, 2016 (Polysubstance Overdose): A person with polysubstance overdose is when a person is in an intoxicated state without a preference for one particular substance as several substance have been mixed together for the ultimate effect. Although any combination of three drugs can be used, more likely alcohol is commonly used with other substances such as cocaine and heroin. On July 17, 2016 (Fentanyl Overdose resulted in Cardiac Arrest): This call was further investigated by the North Andover Police Department. Fentanyl is a potent, synthetic opioid analgesic with a rapid onset and short duration of action. This Fentanyl Overdose is in keeping with the trend that is being seen across the Merrimack Valley. On July 30, 2016 (Cocaine Overdose): Cocaine is a strong stimulant mostly used as a recreational drug. Cocaine has powerful negative effects on the heart and brain. Occasional users run the risk of sudden death with cocaine use. Cocaine use is bad for the heart. Cocaine increases heart rate and blood pressure while constricting the arteries supplying blood to the heart. The result interrupts blood flow to the heart muscle itself, which can cause a heart attack even in young people without heart disease. On August 8, 2016 (Ingested Percocets): The drug Percocet contains a combination of acetaminophen and oxycodone. Oxycodone is an opioid pain medication. An opioid is sometimes called a narcotic. Oxycodone is used to treat moderate to severe pain. On October 30, 2017: The patient accidently overdosed on prescription pain medication. On December 26, 2017: (Oxycodone Overdose) Patient accidently overdosed on prescription pain medication. On February 25, 2018 (Cocaine Overdose): Cocaine is a strong stimulant mostly used as a recreational drug. Cocaine has powerful negative effects on the heart and brain. Occasional users run the risk of sudden death with cocaine use. Cocaine use is bad for the heart. Cocaine increases heart rate and blood pressure while constricting the arteries supplying blood to the heart. The result interrupts blood flow to the heart muscle itself, which can cause a heart attack even in young people without heart disease. North Andover Fire(Department North Andover Fire Department Opiate Overdoses By Month Opiate Overdoses By Month 2014 2015 6 4 5 3 4 3 2 –._. ..._ r......_.._.w.w.ww... _._–_.........a_.... 2 0 - —, 0 Jan Feb Mar Apr May Jun Jiul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct (Nov Dec North Andover Fire Department North Andover Fire Department Opiate Overdoses By Month Opiate Overdoses By Month 2016 2017 6 6 5 5 4 3 - – 2 2 _m 0 0 Jan Feb Mar Apr May .pun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec North Andover Fire Department Opiate Overdoses By Month 2018 6 5 4 3 1 t� Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec North Andover Fire Department North Andover Fire Department Opiate Overdose Statistics Opiate Overdose Statistics 2014 Resident vs. Non,-Resident 2015 Resident vs. Non-Resident Mi Resident 0 Resident �l4lyq�ii �II �i;lY� �'+ M Non-Resident M Non-Resident North Andover Fire Department North Andover Fire Department Opiate Overdose Statistics Opiate Overdose Statistics 2016 Resident vs. Non-Resident 2017 Resident vs. Non-Resident Resident woo . Resident a Non-Resident North Andover Fire Department Opiate Overdose Statistics 2018 Residents vs, Non-Resident Resident 4L%000� P Non-Resident North Andover Fire Department Opiate Overdoses-Resident vs. Non-Residents Jan. 2014-June 2018 *Residents * Non-Residents North Andover Fire Department Opiate Overdose Statistics By Year 2018 2017 2016 2015 2014 0 5 10 15 20 25 30 35 40 Number of Overdoses North Andover Fore Department Opiate Overdoses By Gender By Year 201€3 10 2017 www&Am=mmmmm===mmmmm=mm 23 2016 24 2015 21 2014 11 0 5 10 15 20 25 30 Femialle m Male North Andover Fire Department Opiate Overdoses By Age Group By Year 14 IA 12 10 ar 0 ® 6 4 2 0 ��Iti' 15-2.0 21-25 25-30 31-35 36-40 41-45 46-50 51-55 56-60 60+ aaa 2014 1. 3 6 1 2 0 2 0 0 0 2015 0 6 7 2 4 3 1 2 0 0 area 2016 1 3 1.2 7 5 3 0 1 1 1 2017 0 5 2 6 4 2 3 1 0 4 02018 2 2 5 1 1 Age Brackets by Year v l//%Jl'�lry•, TOWN OF NOR THAND0 SER, MA aACHUSE,TTS � a Fire .,Department 795 Chickering Road Street, North Andoi erf, MA 01845 Telephone 978-688-9590 Fax 978-688-9594 North Andover Fire Department Overdoses & Intranasal Naloxone Administration January 1, 2014 — June 30, 2018 Affiliate Hospital: Lawrence General Hospital 1 General Street Lawrence, MA 01841 Affiliate Pharmacy: Lawrence General Hospital Medical Director: Dr. George Kondylis Director of Emergency Medical Services Lawrence General Hospital Statistical data obtained from AmbuPro EMS, OCI Software. Total Overdoses for Time Period • Total Calls for Opiate Overdoses (OI)): 110 • ALS Narcan Administration: 6 • NAFD Narcan Administration: 56 • NAPD Narcan Administration: 1.4 • Opiate Ora—Cardiac Arrest: 9 • Opiate OH—bead On Arrival: 2 • Resident: 61 • Non Resident: 49 Breakdown of Statistics January 2014:. -No Incidents February 2014: -Heroin OIC —ALS Used Narcan Incident : 10109124 IROS: 02/01/2014 Resident Gender: Male Age: 50 North Andover Fire Department Intranasal Naloxone Administration (cont.) February 2014 cont. -Heroin OD—Patient Conscious Upon Arrival Incident#: 1009146 DOS: 02/04/2014 Non-Resident Gender: Male Age: 17 March 2014: -Heroin OD—ALS Used Narcan Incident#: 1009385 DOS: 03/21/2014 Resident Gender: Male Age: 25 April 2014: -No Incidents -Members of the North Andover Fire Department received training by Lawrence General Hospital in the administration of Intranasal Naloxone as a result of a Public Health Emergency declared by Governor Deval Patrick. May 2014: -No Incidents -Intranasal Naloxone was put into service at North Andover Fire Department. June 2014: Heroin OD to Cardiac Arrest (Narcan Not Administred) Incident#: 1009829 DOS: 06/09/2014 Non-Resident Gender: Male Age: 50 -Heroin OD NAFD Administered Narcan Incident#: 1009865 DOS: 06/16/2014 Resident Gender: Male Age: 26 -Heroin OD—NAFD Administered Narcan Incident#: 1009902 DOS: 06/25/2015 Non-Resident Gender: Male Age: 28 2 North Andover Fire Department Intranasal Naloxone Administration (cont.) July 2014: -Heroin OD—Patient Conscious Upon Arrival Incident#: 1009967 DOS: 07/08/2014 Resident Gender: Mate Age: 28 -Heroin OD----Patient Conscious Upon Arrival Incident#: 1010033 DOS: 07/20/2014 Resident Gender: Female Age: 29 August 2014: -Heroin OD—Patient Conscious Upon Arrival Incident#: 1010202 DOS: 08/26/2014 Non-Resident Gender: Female Age: 25 September 2014: -No Incidents October 2014: -Heroin OD—NAFD Administered Narcan Incident#: 1010404 DOS: 10/05/2014 Resident Gender: Female Age: 24 -Heroin OD—NAFD Administered Narcan Incident#: 1010418 DOS: 10/07/2015 Resident Gender: Female Age: 37 -Heroin OD—NAFD Administered Narcan Incident#: 1010491 DOS: 10/22/2014 Non-Resident Gender: Male Age: 23 3 North Andover Fare Department Intranasal Naloxone Administration (cont.) October 2014 cont. -Herein OD —NAFD Administered Narcan Incident# 1010554 DOS:. 10/31/2014 Nan-Resident Gender: Male Age: 36 November 2014: -Heroin OD to Cardiac Arrest (Narcan Not Administred) Incident #: 1010560 DOS: 11/2/2014 Non-Resident (Sarre patient as DOS: 10/31/2014) Gender: Male Age: 35 December 2014:. -Heroin OD—Patient Conscious Upon Arrival Incident#: 1010775 DOS: 12/9/2014 Resident Gender: Male Age: 26 January 2015: -Heroin OD—NAFD Administered Narean Incident#: 1010982 DOS: 01/16/2015 Resident Gender: Male Age: 28 -Heroin OD NAFD Administered Narcan Incident 4: 1011039 DOS: 01/2.7/2015 Non-Resident Gender: Male Age: 22 February 2015: -fleroin OD —DOA, Obvious Signs of Death Ippon Arrival Incident#: 1011159 DOS: 02/16/2015 Resident Gender: Female Age: 26 -Heroin OD—NAFD Administered Narcan. Incident#: 1011172 DOS.: 02/18/2015 Resident Gender: Male Age: 27 4 North Andover Fire Department Intranasal Naloxone Administration (cont.) February 2015 cont. -Heroin OD—NAFD Administered Narcan Incident#: 1011203 DOS: 02/24/2015 Resident Gender: Female Age: 29 -Heroin OD—NAFD Administered Narcan Incident#: 1011221 DOS: 02/27/2015 Resident Gender: Male Age: 42 March 2015: -Heroin OD to Cardiac Arrest(Narcan Not Administred) Incident#: 1011277 DOS: 03/10/2015 Resident Gender: Male Age: 52 April 2015: -Heroin OD—NAFD Administered Narcan Incident#: 1012669 DOS: 04/12/2015 Resident Gender: Male Age: 39 May 2015: -Heroin. OD—NAFD Administered Narcan Incident#: 1011604 DOS: 05/04/2015 Resident Gender: Male Age: 27 -Heroin OD to Cardiac Arrest(Narcan Not Administered) Incident#: 1011770 DOS: 05/31/2015 Resident Gender: Male Age: 54 June 2015: -Heroin OD—Patient Conscious Upon Arrival Incident#: 1011835 DOS: 06/09/2015 Resident Gender: Male Age: 45 5 North Andover Fire Department Intranasal Naloxone Administration (cant.) ,Tune 2015 cont. -Heroin OD—NAFD Administered Narcan Incident#: 1012693 DOpS: 06113/2015 Resident (Same patient as DOS: 04112/2015) Gender: Male Age: 3 -Heroin GD—Patient Conscious Upon Arrival,Narean administered by parent Incident#: 10 11 877 DOS: 06/18/2015 Resident Gender: Made Age: 23 -Heroin OD ---NAFD Administered Narcan Incident#: 1012697 DGS: 06/1.9/2015 Resident Gender: Male Age: 31 -Heroin OD —NAFD Administered Narcan Incident#: 1011.911 DOS: 06/23/2015 Resident Gender: Male Age: 38 July 2015: -Heroin OD to Cardiac Arrest (Narcan Not Administered) Incident#: 1011957 DOS: 07102/2015 Non-Resident Gender: Male Age: 24 August 201.5: -heroin OD—NAFD Administered Narcan Incident#: 1012962 DOS: 08/29/2015 Resident Gender: Male Age: 23 September 201.5: -Heroin O►D—NAPD Administered Narcan Incident#: 101301 DGS: 09/11/2015 Non-Resident Gender: Female Age: 29 6 North Andover Fire Department Intranasal Naloxone Administration (cont.) September 2015 cont.-Heroin OD—Patient Conscious Upon Arrival Incident#: 1013019 DOS: 09/1112015 Non-Resident Gender: Female Age: 26 -Heroin OD—NAFD Administered Narean Incident#: 1.013031 DOS: 09/13/2015 Resident (Sarre patient as DOS: 02/2.7/2015) Gender: Male Age: 43 -Heroin OD —NAFD Administered Narcan Incident#: 1.01.3103 DOS: 09/27/2015 Non-Resident (lender: Male Age: 24 October 2015: -Heroin OD to Cardiac Arrest(Narcan Not Administered) Incident#: 3000009 DOS: 10/3/2015 Non-Resident Gender: Male Age: 34 -Heroin OD ---NAPD Administered Narcan Incident#: 3000022 DOS: 10/08/2015 Non-Resident (sender: Male Age: 39 -Ileroin OD—NAFD Administered.Narcan Incident 9: 2:0001.09 DOS: 10/30/2015 Nan-Resident Gender: Male Age: 21 -Heroin OD—NAFD Administered Narcan Incident 4: 3000084 DOS: 10/30/2015 Non-Resident Gender: Male Age: 49 7 North Andover Fire Department Intranasal Naloxone Administration (cont.) November 2015: -No Incidents December 2015: -No Incidents January 2016: -Heroin OD—NAPD Administered Narcan Incident#4000163 DOS: 01/04/2016 Non-Resident Gender: Female Age: 26 February 2016: -Heroin OD—NAFD Administered Narcan Incident#2000418 DOS: 02/02/2016 Resident Gender: Male Age: 43 March 2016: - Heroin OD—NAFD Administered Narcan Incident# 4000293 DOS: 03/03/2016 Non-Resident Gender: Female Age: 39 - Heroin OD—DOA, Obvious Signs of Death Upon Arrival Incident 43000230 DOS: 03/17/2016 Non-Resident Gender: Male Age: 25 -Heroin OD—NAFD Administered Narcan Incident# 2000551 DOS: 03/18/2016 Non-Resident Gender: Male Age: 57 -Heroin OD—NAFD Administered Narcan Incident# 3000253 DOS: 03/25/2016 Non-Resident Gender: Female Age: 34 8 North Andover Fire Department Intranasal Naloxone Administration (cont.) April 2016: -Heroin OD—NAPD Administered Narcan Incident# 3000312 DOS: 04/13/2016 Non-Resident Gender: Male Age: 41 -Heroin OD—NAFD Administered Narcan Incident# 2000652 DOS: 04/17/2016 Non-Resident Gender: Male Age: 28 May 2016: -Heroin OD---NAFD Administered Narcan Incident# 3000386 DOS: 05/06/2016 Resident Gender: Male Age 35 -Heroin OD - Patient Conscious Upon Arrival Incident# 4000323 DOS: 05/20/2016 Non-Resident Gender: Female Age: 27 Mune 2016: -Heroin OD—NAPD Administered Narcan Incident#2000829 DOS: 06/02/2016 Non-Resident Gender: Male Age: 27 July 2016: -Heroin OD----NAFD Administered Narcan Incident# 2000961 DOS: 07/06/2016 Resident Gender: Male Age: 28 -Fentanyl OD to Cardiac Arrest--Under Investigation by NAPD Incident# 3000613 DOS: 07/10/2016 Resident Gender: Male Age: 30 9 North Andover Fire Department Intranasal Naloxone Administration (cont.) July 2016 cont. -Heroin OD—NAFD & LGH ALS Administered Narcan Incident# 3000616 DOS: 07/11/2016 Resident Gender: Male Age: 33 -Unknown Poly Substance OD —NAFD & LGH ALS Interventions Incident# 2000982 DOS: 07/12/2016 Resident Gender: Female Age: 23 -Heroin OD—Patient Conscious Upon Arrival Incident#2001025 DOS: 07/25/2016 Non-Resident Gender: Male Age: 41 -Cocaine OD—NAFD & LGH ALS Interventions Incident# 3000661 DOS: 07/30/2016 Resident Gender: Female Age: 29 August 2016 -Opiate OD---Patient Conscious Upon Arrival Incident# 3000685 DOS: 08/04/2016 Resident Gender: Male Age: 55 -Heroin OD—NAFD Administered Narcan Incident# 3000697 DOS: 08/07/2016 Non-Resident Gender: Male Age: 40 -Heroin OD—NAFD Administered Narcan Incident# 3000715 DOS: 08/10/2016 Non-Resident Gender: Female Age: 39 10 North Andover Fire Department Intranasal Naloxone Administration (dant.) August 2016. cont. -Heroin OD—Patient Conscious Upon Arrival Incident# 3000731. DOS: 08/1.5/2016 Non-Resident Gender: Mate Age: 32 -Heroin. 4D to Cardiac Arrest Incident# 5000017 DUOS: 08/30/2016 Resident (Sarre patient as DOS: 07/06/2016) Gender: Male Age: 28 -Heroin GD---NAFD Administered Narcan Incident # 5000023 DOS: 08/31/2016 Resident Gender: Male Age: 29 September 2016 -Fentanyl OD—NAFD Administered Narcan Incident# 5000114 DOS: 09'/22/2016 Non-Resident Gender: Male Age: 25 -Heroin GD----Patient Conscious Upon Aa7ival Incident#4000473 IGS: 09/30/2016 Non-Resident Gender: Female Age: 19 October 2016 Heroin OD—NAFD Administered Narcan Incident#4000565 DOS: 10/27/2016 Non-Resident Gender: Male Age: 34 -Heroin GD—NAFD Administered Narcan Incident# 5000246 IGS: 10/27/2016 Resident (Same patient as DOS: 07/1.1/201.6) Gender: Male Age: 33 1� North Andover Fire Department Intranasal Naloxone Administration (cant.) November 2016 -Heroin DD—NAFD Administered Narcan Incident# 5000276 DDS: 11/02/2016 Resident Gender: Female Age: 61 -Heroin DD—NAFD Administered Narcan Incident# 4000637 DDS: 11/13/2016 Resident Gender: Male Age: 33 -Heroin DD—NAFD Administered.Narcan Incident# 4000664 DDS: 11/21/2016 Resident Gender: Male Age: 38 December 2016 -Fentanyl DD NAFD Administered Narcan. Incident# 4000700 DDS: 12/06/2016 Resident Gender.: Male Age 36 -Heroin DD—NAFD Administered .Narcan Incident# 4000703 DOS: 12/07/2016 Non-Resident Gender: Male Age: 26 -Fentanyl OD —NAFD Administered Narcan Incident# 5000402 DDS: 12/11/2016 Non-Resident Gender: Female Age: 30 -Heroin. DD—NAPD Administered Narcan Incident# 5000403 DDS: 12/11/2016 Resident (Same patient as.DGS: 08/31/2016) Gender: Male Age: 30 12 Forth Andover Fire Department Intranasal Naloxone Administration (cont,) January 2417 -Heroin COD - Patient Conscious Upon Arrival Incident# 5000541. DOS: 01/14/2017 Nan-Resident Gender: Male Age: 29 -Unl<no n.OD—NAPD &NAFD Administered Narcan Incident#4000880 DDS: 01/18/2017 Non-resident Gender: Male Age: 21 February 201.7 -Herein OD—Patient Conscious Upon Arrival Incident#4000978 DOS: 02/09/2017 Resident (Sarre patient as DOS: 12/11/16) Gender: Male Age 31 -Heroin.OD—NAPD & NAFD Administered Narcan Incident# 5000650 DOS: 02/15/2017 Resident Gender: Male Age: 24 -Heroin OD—NAFD Administered Narcan Incident# 5000682 DOS: 02/24/2017 Non-Resident Gender: Male Age: 39 March 2017 -Opiate OD —NAND Administered Narcan Incident 9 4001087 DOS: 03/0°9/2017 Resident Gender: Female Age: 50 -Opiate OD to Cardiac Arrest- Family &NAFD Administered Narcan Incident## 4001.168 DOS: 03/26/2017 Resident (Sarre patient as DOS: 12/11/1.6) Gender: Male Age: 31 13 North Andover Fire Department Intranasal Naloxone Administration (cont.) April 2017 -Heroin Overdose—NAFD Administered Narcan Incident# 4001277 DOS: 04/21/2017 Non-Resident Gender: Female Age 25 -Heroin Overdose—Patient Conscious Upon Arrival Incident# 5000931 DOS: 04/26/2017 Resident Gender: Male Age 35 -Opiate Overdose--NAFD Administered Narcan Incident# 5000937 DOS: 04/27/2017 Resident Gender: Male Age: 34 May 2017 -Heroin Overdose—Patient Conscious Upon Arrival Incident#4001323 DOS: 05/02/2017 Resident Gender: Male Age 45 -Heroin Overdose—ALS Administered Narcan Incident#4001360 DOS: 05/12/2017 Non-Resident Gender: Female Age 36 June 2017 -Heroin Overdose—Patient Conscious Upon Arrival Incident#7000052 DOS: 06/01/2017 Non-Resident Gender: Male Age: 27 14 North Andover Fire Department Intranasal Naloxone Administration (cant.) July 2017 -Opiate Overdose - NAPD &NAFD Administered Narcan Incident# 8000311 DOS: 07/28/2017 Resident Gender: Male Age 41 August 2017 -Opiate Overdose—NAFD Administered Narcan Incident# 7000361 DOS: 08/08/2017 Resident Gender: Male Age 39 -Opiate Overdose—NAFD Administered Narcan Incident# 1013247 DOS: 08/23/2017 Resident Gender: Male Age 64 September 2017 -Opiate Overdose - Patient Conscious Upon Arrival Incident# 1013440 DOS: 09/22/2017 Non-Resident Gender: Male Age 33 -Opiate Overdose—Bystander Administered Narcan Incident# 8000412 DOS: 09/28/2017 Resident Gender: Male Age 24 October 2017 -Opiate Overdose—NAFD Administered Narcan Incident# 8000422 DOS: 10/06/2017 Resident Gender: Male Age 35 -Opiate Overdose—ALS Administered Narcan Incident# 1013594 DOS: 10/15/2017 Non-Resident Gender: Male Age: 21 15 North Andover Fire Department Intranasal Naloxone Administration (cont.) October 2017 cont. -Opiate Overdose—NAFD Administered Narcan Incident# 1013595 *Two patients at same location* DOS: 10/15/2017 Non-Resident Gender: Male Age 54 -Opiate Overdose—NAFD Administered Narcan Incident# 1013595 *Two patients at same location* DOS: 10/15/2017 Non-Resident Gender: Male Age: 46 -Opiate Overdose—NAFD Administered Narcan Incident# 1013668 DOS: 10/24/2017 Resident Gender: Male Age: 67 -Opiate Overdose—ALS Administered Narcan Incident# 7000472 *Unintentional OD of Prescription Medication* DOS: 10/30/2017 Resident Gender: Female Age: 70 November 2017 No Incidents December 2017 -Opiate Overdose---NAFD Administered Narcan Incident# 1014028 DOS: 12/12/2017 Resident Gender: Male Age: 49 -Opiate Overdose—Patient Conscious Upon Arrival Incident# 1014166 *Unintentional OD of Prescription Medication* DOS: 12/26/2017 Resident Gender: Male Age 77 16 North Andover Fire Department Intranasal Naloxone Administration (cont.) December 2017 -Opiate Overdose—NAPD Administered Narcan Incident# 10 1418 1 DOS: 12/29/2017 Resident Gender. Male Age: 31 January 2018 -Opiate Overdose -NAPD &NAFD Administered Narcan Incident# 1014221 DOS: 01/03/2018 Non-Resident Gender: Male Age: 49 -Opiate Overdose—NAPD &NAFD Administered Narcan Incident# 1014288 DOS: 01/12/2018 Resident Gender: Male Age: 31 -Opiate Overdose—Merrimack College PD and NAFD Administered Narcan Incident# 1014406 DOS: 01/29/2018 Non-Resident Gender: Male Age: 21 -Opiate Overdose—NAPD &NAFD Administered Narcan Incident# 1014421 DOS: 01/31/2018 Non-Resident Gender: Male Age: 21 February 2018 -Cocaine Overdose Incident# 8000608 DOS: 02/25/2018 Resident Gender: Female Age: 35 -Opiate Overdose—NAFD Administered Narcan *A2 on-sighted this returning from Incident# 1014615 Hospital. DOS: 02/26/2018 Non-Resident Gender: Male Age 27 17 North Andover Fire Department Intranasal Naloxone Administration (cant.) March 2018 -Opiate Overdose--Bystander Administered Narcan Incident# 1014798 DOS: 03/20/2018 Non-Resident Gender: Male Age: 32 April 2018 -Unknown Type of Overdose -NAFD Administered Narcan Incident# 1015017 DOS: 04/20/2018 Resident Gender: Male Age: 32 May 2018 -Opiate Overdose—NAPD Administered Narcan Incident# 1015125 DOS: 05/05/2018 Non-Resident Gender: Male Age: 53 -Opiate Overdose----Patient Conscious Upon Arrival Incident# 1015293 DOS: 05/27/2018 Resident Gender: Male Age: 30 June 2018 -Opiate Overdoses--NAPD Administered Narcan Incident# 1015339 DOS: 06/02/2018 Resident Gender: Male Age 32 Respectfully Submitted, Jeffrey Deschenes,NREMT,IC EMS Education &Training Officer North Andover Fire Department 18 M � a 440, \\�\ \ \ \\\\\\ ` \\\ we EL MINN. v001, A ... .................. ... «<. JU e \ \: \\\ \\ A\\�AyvV A V \\ A\y V WO Si ;�`V • Continued narcotic enforcement in known areas o.r high tra y ,y\ • e Co- 4tntunity Patrol officer Program initiated CPQ 's assigned to taxis unit will be working on impact patrols, both in cruise &,a don foot/bike. Goals are to put_ of oe officers in areas of _ �.� , ,_yam down to interact and enforc \ � rrence. l s i\ \.\ g IMMMStatistical, A, I \ o\ 31 mil 0 0 \\\ \\ N stat-ts\\,m «<. June 2 Date: Jun 30 2-ri'8 Period= Part! \\ C € C g4 IFIN Part I Incidents 18 \\ 14 2 o e Current prior 2tA e F \ h \\ \\ oo une 201 .Part , 1 CrieWINsvm l \\\ Date: Jun g 01 e'er-.gid_ gib: Parti t C .' \T. Part 1 Incidents 70 \\ WIN 60 .. illhommom 50 40 Current 2 — prior 1 �`��j// / � /// uuuuuuuuuuuuuuuuuuuuu SUP %/ CL i�� 'V, kllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllll i ,d . 47 0110 WeIN 0 CL 01 �rr w dw Q4 L iii///////WON/ cry d r r (A r JJJ rr„� /iiij/// n ,// � ��� � uuuuuuuuuuui�uuuuuuuu�ulvVd� VVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVV all 08 AllCL Ilex e, lees ale 4 1/0 � el N bd ° C4 1A0 ILD CD ILD 0 � iiii/ f�/j// �'� ' uuuuuuuuuuuuuuuuuuuui I /i„ ���/r� iu� 'V, kllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllll rrrrrrrr/ a IL / r 4 A) 11ill"ilil,S,,onER r rrr// V 91 10a " A 00 CL 41T 11(Olea ° K //%0000% 4 JJ rrr r/ �`��j// / � /// uuuuuuuuuuuuuuuuuuuuu SUP uuuuuuuuuuuuuuuuuuuuuui I ) CL .. -11]]/ e r�r We r e ii " X00 e l s • els Ile Cf Zj ell 0 I. rrr r/ ��/�j /�j % IN\\ \ comiEvents",' • Ongoing narcotic enforcement and diversion in crtrxin are o . oncen` olowd up with recent complaints and sup 1 • :Fourth ofjuly ,Road Race Fourth o_ful festivities WE- crse infoot and bike patr tpatrols. z 5 c Permits by Month Building Electric Plumbing Gas Total Misc Total Fy 2018 Issued $Generated Issued $Generated Issued $Generated Issued $Generated Permits Revenue $ Jul-17 127 $274,688.00 85 $39,701.39 61 $35,617.84 35 $2,505.00 308 $150.00 $352,662.23 Aug-17 181 $87,182.10 96 $13,971.25 68 $7,137.03 40 $3,057.50 385 $150.00 $111,497.88 Sep-17 148 $50,074.60 100 $11,790.99 92 $9,420.82 24 $1,908.00 364 $73,194.41 Oct-17 147 $54,757.43 115 $12,028.24 73 $5,296.15 42 $2,927.50 377 $150.00 $75,159.32 Nov-17 147 $46,169.18 100 $18,724.05 59 $6,544.81 57 $3,791.00 363 $150.00 $75,379.04 Dec-17 110 $33,432.72 74 $7,480.28 35 $1,908.00 38 $2,926.50 257 $45,747.50 Jan-18 113 $37,089.84 61 $8,442.80 54 $5,092.53 43 $3,143.50 271 $53,768.67 Feb-18 96 $90,973.61 61 $9,439.43 47 $12,542.23 34 $1,804.00 238 $114,759.27 Mar-18 81 $34,824.22 85 $10,939.57 56 $5,446.79 34 $2,138.00 256 $150.00 $49,358.09 Apr-18 127 $67,257.59 83 $7,044.90 29 $1,306.30 32 $2,184.03 271 $150.00 $77,942.82 May-18 154 $73,767.20 127 $16,446.30 61 $5,941.35 90 $6,166.50 432 $102,321.35 Jun-18 175 $58,425.39 84 $10,337.48 28 $3,714.26 68 $4,593.50 355 $77,070.63 TOTALS 1606 $908,641.88 1071 $166,346.68 663 $99,968.11 537 $37,145.03 3877 $900.00 $1,213,001.70 FY 18 Budget $700,000.00 $100,000.00 $70,000.00 $31,000.00 $901,000.00 FY 18Tota 1 $908,641.88 $166,346.68 $99,968.11 $37,145.03 $900.00 $1,213,001.70 $Diff $208,641.88 $66,346.68 $29,968.11 $6,145.03 $312,001.70 Big$Amounts Building,Electrical,Plumbing&Gas Jul-17 $219,373.08 1160 Great Pond Rd.-Brooks School Sep-17 $4,032.00 800 Johnson St.-SFH Dec-17 $2,450.00 851 Forest St. House Reno Jul-17 $4,554.90 1160 Great Pond Rd.-Plumbing Permit Sep-17 $3,570.00 4 Compass Pt.-SFH !an-18 $5,507.00 1740 Turnpike-Tenant Fit Up Jul-17 $3,576.00 10 Compass Pt.-SFH Sep-17 $3,570.00 6 Compass Pt.-SFH Jan-18 $9,048.29 125 Flagship-Tenant Fit Up Jul-17 $3,492.00 8 Compass Pt.-SFH Sep-17 $3,204.00 9 Lincoln-Addition Jan-18 $3,543.52 351 Willow-Remodel Kitchen Jul-17 $3,264.00 12 Compass Pt.-5FH Sep-17 $3,599.42 285 Holt Rd.-Plumbing Feb-18 $3,400.33 70 Main Street-Dental Office Jul-17 $3,264.00 14 Compass Pt.-SFH Sep-17 $7,620.00 660 Chickering Kd.-McDonald's Feb-18 $5,975.92 201 Sutton Street-DaVita Jul-17 $27,421.64 1160 Great Pond Rd.-Plumbing Permit Sep-17 $2,472.00 815 Chestnut-Sheet Metal Feb-18 $46,196.00 351 Holt Road-Lifefoam Jul-17 $27,421.64 1160 Great Pond Rd.-Elec.Permit Oct-17 $6,900.00 1160 Great Pond-Sheet Metal Feb-18 $5,774.55 Plumbing for Lifefoam Jul-17 $4,554.90 351 Willow St.-Plumbing Permit Oct-17 $5,679.47 125 Flagship-Tenant Fit Up Feb-18 $6,114.88 4 High Street-Dentist Office Jul-17 $3,100.00 315 Turnpike St.-Ath.Field Improvements Oct-17 $8,586.00 60 Regency Place-SFH Feb-18 $ 9,712.00 45 Beechwood-Solar Install Jul-17 $9,192.00 50 High St-Tenant Fit Up-Aries Oct-17 $2,249.72 50 High Street-Sheet Metal Mar-18 $ 2,527.82 351 Holt Road-Mechanical Permit Jul-17 $2,256.00 315 Turnpike-Sakowich Ctr. Nov-17 $4,891.62 130 Windkist Farm Road Mar-18 $ 1,214.04 45 Beechwood-Electrical for Solar Aug-17 $3,036.00 70 May Street-SFH Nov-17 $3,900.00 351 Holt Road-Sprinkler Mar-18 $ 5,719.26 250 Clark-Office Renovation Aug-17 $4,600.00 1099 Salem Street-SFH Nov-17 $3,564.00 351 Holt Road-Fire Upgrade Mar-18 $ 8,118.00 61 Regency Place-SFH Aug-17 $4,650.00 1087 Salem Street-SFH Nov-17 $5,774.55 351 Holt Road-Electrical Upgrade Apr-18 $ 5,400.00 285 Stevens Street-SFH Aug-17 $3,360.00 142 Greene Street-Addition Nov-17 $2,706.00 1160 Great Pond-Sprinkler Apr-18 $ 2,220.00 73 Main-Reno Building Aug-17 $2,700.00 70 Main Street-Common Areas Nov-17 $4,659.00 75 Nutmeg-SFH Apr-18 $ 3,837.93 25 Orchard Hill Rd.-Reno for Grace Pt.Church Aug-17 $10,426.00 1600 Osgood-Final Cost-Solar Dec-17 $5,570.00 575 Osgood-Sheet Metal Apr-18 $26,116.00 315 Turnpike-Final Cost Affidavit Aug-17 $8,400.00 10 High Street-Jade Restaurant Dec-17 $2,422.00 562 Turnpike-Tenant Fit Up Apr-18 $ 2,918.00 2-45 McCabe Ct.-Repair/Replacement Aug-17 $10,525.00 815 Chestnut-Office Reno Dec-17 $5,400.00 271 Stevens St.-House Reno May-18 $ 8,166.00 36 Regency Place-SFH MD 7-1-2018 May-18 $3,888.80 1 Bingham Way-Doors and Windows Jun-18 $3,247.87 815 Chestnut Street-Watts May-18 $8,245.09 315 Turnpike-Sakowich Center Reno Jun-18 $3,283.21 815 Chestnut Street-Watts May-18 $5,740.80 50 High Street-Unit 40-Tenant Fit Up Jun-18 $8,400.00 350 Great Pond Road-SFH Complete Remodel May-18 $2,426.00 1551 Osgood Street-Roof Jun-18 $2,261.03 315 Turnpike Street-Sakowich @Merrimack May-18 $4,454.35 404 Summer Street-SFH Jun-18 $6,893.28315 Turnpike Street-Sullivan@Merrimack May-18 $3,693.35 114 Spring Hill Road-Reno May-18 $3,000.00 346 Salem Street-Reno FY 2018 Commercial Certificates of Occupancy Issued Month B Permit Number Date BP Issued CO Number CO Issued Est.Value of Permit Business Name Owner Name Contact No# Address On Permit App, July 23357 3/7/201.7 26574 7/13/2017 $102,000.00 Dental Office Suite 125 Nano Properties* 978-686-2223 203 Turnpike Street 24053 4/3/2017 26707 7/13/2017 $12,5D0.00 Luigi's Restaurant Evros Realty Trust* 978-682-2222 15 First Street 24619 5/16/2017 26672 7/20/2017 $18,000.00 Doves And Figs Turnpike Flagship* 978-394-0013 733 Turnpike Street 25331 6/19/2017 26699 7/26/2017 $12,503.00 Mike's Market Giglio-Middlesex* 508-246-6798 220 Middlesex Street August 26185 6/29/2017 27183 8/7/2017 $8,083.00 Dani Kay Store A&M Realty Trust* 978-341-4200 85 Main Street 23468 4/5/2017 27195 8/7/2017 $125,000.00 Gloss n'Go Salon Delta MB LLC* 978-851-8000 350 Winthrop Avenue 25877 6/20/2017 27433 8/11/2017 $84,724.00 Bella Ballerina David Steinbergh* 617-625-8315 18 High Street,Building 5,Suite 1 September 24566 6/27/2017 27964 9/6/2017 $471,000.00 Phasex WOR Associates Ltd. 978-988-9200 125 Flagship-Offices 27380 9/15/2017 30271 9/23/2017 $57,532.00 Hudson Design Hudson Design 978-557-5553 45 Beechwood-Workstation Redo 24711 5/30/2017 30375 9/26/2017 $1,481,491.00 Merrimack College Merrimack College 978-837-5459 315 Turnpike-O'Reilly Hall October 26006 7/13/2017 30350 10/2/2017 $331,160.00 Orange Theory Fitness NA Crossroads* 603-765-5007 550 Turnpike Street-Tenant Fit Up November 28184 9/6/2017 31388 11/2/2017 $38,100.00 Lighthouse Placement Services Osgood Landing LLC* 978-681-5004 1600 Osgood Street-Office 28258 9/6/2017 32074 11/27/2017 $80,000.00 Legends Gymnastics 25 Comm NA LLC* 978-655-7171 25 Commerce Way-Gymnastics Academy December 27450 8/30/2017 32380 12/21/2017 $877,106.00 Watts Water Watts Water 978-689-6067 815 Chestnut-Update Offices 27806 8/30/2017 32154 12/11/2017 $4,100.00 Merrimack Valley Wellness Ctr. Turnpike Flagship* 978-394-0013 65 Flagship Drive-Office and Xray Room 24475 5/11/2017 32373 12/28/2017 $3,036,600.00 Bake N'Joy Muffin Realty Trust 800-666-4937 351 Willow Street-11,860 SF Addition 27803 9/11/2017 31212 12/29/2017 $45,000.00 Office Space Bradstreet Partners LLC* 978-409-2217 70 Main Street-Suite 200 26777 8/21/2017 31214 12/29/2017 $225,000.00 Common Area Of Building Bradstreet Partners LLC* 978-409-2217 70 Main Street-Common Area 26288 8/21/2017 31213 12/29/2017 $82,000.00 Physical Therapy Office Bradstreet Partners LLC* 978-409-2217 70 Main Street-Suite 201 26393 7/25/2017 32802 12/29/2D17 $765,782.00 Aries RCG West Mill NA LLC* 617-625-8315 50 High Street-Aries-Suite 21 January 32135 11/30/2017 32836 1/3/2018 $75,997.00 Clearsurance RCG West Mill NA LLC* 617-625-8315 50 High Street-Clearsurance-Suite 25 N/A N/A 32748 1/17/2017 N/A A&M Appliance Landers Bldg.Condo* 978-682-3875 1000 Osgood Street-A&M Appliance Store Rel 32564 12/19/2017 32887 1/22/2D18 $60,597.00 Nelson's RCG West Mill NA LLC* 617-625-8315 21 High Street-Suite 302 399-2017 10/13/2017 25933 1/26/2018 $7,600.00 NETTS 1600 Osgood Street LLC* 978-681-5004 1600 Osgood Street-NETTS driving/testing Ian February 27838 9/12/2017 33434 2/6/2018 $17,500.00 Salon Elevate Chickering Properties* 978-655-5730 575 Chickering Road-Hair Salon 26028 7/12/2017 33705 2/26/2018 $94,000.00 Baba's Pizza Nehman Soufan* 978-655-1889 1812 Turnpike Street-Restaurant March 24501 6/29/2017 33369 3/9/2018 $2,399,616.00 Wheelabrator Gary Collette-Plant Mgr. 978-688-9011 285 Holt Road-Ash Storage Enclosure 31373 11/17/2017 34074 3/16/2018 $35,000.00 Salon Metta Leah George 978-725-8888 70 Main Street-Suite 103 28373 9/15/2017 34258 3/22/2018 $700,000.00 Jade Restaurant Kong Yew Foo 917-922-1347 10 High Street 33532 2/8/2018 34268 3/27/2018 $43,850.00 Office Fit Up RCG West Mill NA LLC* 617-625-8315 21 High Street-Suite 303 April 25563 6/29/2017 34369 4/24/2018 $2,434,660.80 Merrimack College Merrimack College 978-837-5459 315 Turnpike-Athletic Field Improvements May 33570 2/20/2018 35657 5/10/2018 $78,650.00 Physical Therapy Office RCG West Mill NA LLC* 617-625-8315 4 High Street 30991 11/2/2017 35608 5/17/2018 $2,160.00 Merrimack College Merrimack College 978-837-5459 315 Turnpike-BthRm.Facility on Athletic Field June 33559 12/12/2017 36232 6/4/2018 $509,573.00 Heartsafe(Dr.Office) RCG West Mill NA LLC* 617-625-8315 4 High Street-First Floor N/A 35050 6/12/2018 Doyon's Appliance Doyon's Appliance 781-249-8762 89 Bayfield Road 23463 3/28/2017 36101 6/13/2018 $8,500,000.00 Edgewood Expansion Edgewood 978-725-4117 575 Osgood Street 28253 10/3/2017 33568 6/19/2018 $473,289.00 Phase X-Phase II Interior Reno WOR Associates Ltd. 125 Flagship Drive 31909 1/18/2018 35883 6/22/2018 $754,024.00 Phase X-Demo and Fitout WOR Associates Ltd. 125 Flagship Drive N/A 36724 6/28/2018 Commonwealth Auto School RCG West Mill NA LLC* 617-625-8315 4 High Street-Unit 216 Total $24,044,197.80 MD 7/10118 *Owner of Building/Suite-Not Business Owner i I 't ki Job Posting/Vacancy Log July 11, 2018 Date Position Department Hiring Manager Status Posted 7/11/18 Technical Services & Stevens Kathleen Keenan Posted on Town website and social Reference Librarians Memorial media. Posted on Merrimack Valley (Two) Library Library Consortium, and NH Library Association. 7/9/18 Community Support Town Manager Andrew Maylor Posted on Town website and social Coordinator media. Posted on MMA. 7/6/18 Support Services Youth& Rick Gorman Posted on Town website and social Coordinator Recreation media. Posted on free Indeed.com. Services Receiving a high volume of resumes. 6/26/18 Department Assistant Conservation Jen Hughes One interview held on 7/10/17, interviews will occur on a rolling basis due to high response.Posted on Town website and social media. Posted on free Indeed.com. 6/22/18 Local Building Inspector Building Paul Hutchins Interviews conducted through 7/11/18,recommendation pending. Posted on Town website and social media 6/13/18 Alternate Gas/Plumbing Building Eric Kfoury Posted on Town website and social Inspector media 6/13/18 Alternate Electrical Building Eric Kfoury Posted on Town website and social Inspector media. 6/7/18 Part-Time Executive Town Manager Andrew Maylor Interviews conducted through Assistant 7/11/18.Posted on Town website and social media. Posted on free Indeed.com. 5/30/18 Part-Time Department Stevens Kathleen Keenan Hired Lisa Bouche effective 7/9/18. Assistant Memorial Reviewing resumes. Posted on Town Library website and social media. 5/23/18 Specialty Motor Public Works Time Willett Posted on Town website and social Equipment Operator media. 5/21/18 Part-Time Plumbing/Gas Building Eric Kfoury Ongoing consideration of incoming Inspector resumes. Interviews conducted week of 6/11/18.Posted on Town website and social media, Indeed.com. 4/11/18 Electrical Inspector Building Eric Kfoury Pending employment offer. Hiring decision made but candidate withdrew due to injury. Re-post on 5/31/18. Posted on Town website and social media, Indeed.com, MA Association of Electrical Contractors. 4/9/18 Reserve Firefighter North Andover Chief William John DePippo placed on Reserve list. Fire Dept. McCarthyPending Civil Service approval. 3/7/18 Permanent Reserve NAPD Chief Charles Interviews conducted on 7/11/18 with Police Officers (3) Gray hiring recommendation that is pending review. Process ongoing. Civil Service notified applicants to apply by April 4, 2018. June 29, 2018 To the Selectmen of the Town of North Andover, MA A letter in support of changing the name of the Oct. long weekend to Indigenous Peoples Day, or Indigenous Peoples Day/Columbus Day Dear Members of the Board of Selectmen, As clergy members living in and working in North Andover, we support the request to the Board to approve a name change for town and school calendars to recognize Indigenous Peoples on the weekend often known as Columbus Day. We, and a large number of our clergy colleagues, already use "Indigenous Peoples Weekend" to refer to these dates in the calendar. Changing the name of this holiday is a direct request from indigenous people which we feel should be honored. Also, if we value teaching accurate history to our children, part of that history means acknowledging the existence and survival of the indigenous people who lived here before European settlers arrived, and are still among us. As our young people become youth, it also means being truthful about the man who was Columbus and the genocide that was perpetuated on the indigenous people he encountered. The two of us who have elementary aged children have observed that they already have an awareness of the dissonance between the name of the holiday, school lessons and the realities of history. A name change will present an opportunity to honor the ancestors of those with Native American roots and to honor the request of those among us today. It would provide opportunities to better connect us to local history. It is in line with the goals of the "Building Respectful Community" committee and new student groups such as NAHS's Race Amity Club. It would provide an opportunity to teach children that the earliest settlers here were the Pennacook people, and to teach youth about the relationship between the Pennacook and early settlers. We hope you will vote to make this change. Sincerely, The Rev. Lee Bluemel, North Parish The Rev. Sarah Mato, St. Paul's Episcopal Church The Rev. Dr. Julie Mavity-Maddalena