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2016-05-03 Board of Selectmen Packet
412812016 Responsibility I Start time Office Hour Town Meeting April 25, 2016 ivlonuay 6:30 Proclamation Town Meeting April 28, 2016 Thursday 7:20 Hearing Town Meeting May 2, 2016 Monday 7:25 Office Hour Ensminger 6:30 Proclamation Police Officer Badge Pinning - Brian Lewis Segalla 7:20 Hearing Garden Club - May 14th annual plant sale; ARTS Reading cultural group Kraunelis 7:25 Council on Aging update Burns 7:30 MAPC Member Report Sadwick 7:45 Hearing RCTV Report Crook 8:00 Review Town Manager Goals LeLacheur 8:15 Financial Update LeLacheur 8:30 Hearing Liqour License application for Paint and Sip LeLacheur 9:00 Hearinu Liauor License Transfer - Busa Liquors LeLacheur 9:15 May 11, 2016 Wednesday 6:OOpm North Reading MWRA project update - joint North Reading meeting with North Reading Board of Selectmen High School Proclamation National Police Officer Week 7:15 Proclamation National DPW Week Hearing FY17 Non Union Classification & Compensation Plans LeLacheur 7:20 Climate Advisory Committee Report Boegel 7:30 Trails Committee Gardiner 7:50 Hearing Hartshorn Avenue and.Bancroft Avenue Parking regulations LeLacheur 8:10 Morton Field Signs LeLacheur 8:25 North Reading MWRA project update - joint meeting with NR Board of Selectmen LeLacheur 8:30 Hold - Hearing ILiquor License Transfer - Ristorante Pavarotti 9:00 June 1, 2016 Wednesday ( 7:OOpm 1 1 Community Listening Meeting Coolidge MS June 7, 2016 ITuesday I 1:OOpm Community Listening Meeting I Pleasant St Ctr I d Office Hour Halsey 6:30 Appoint Boards & Committees VASC 7:30 Human Relations Advisory Committee Snow Dockser 8:00 Financial update LeLacheur 8:30 June 16, 2016 IThursday 7:00pm Community Listening Meeting I Parker MS Town Accountant Quarterly Report Angstrom 7:20 Reappoint Town Accountant Halsey 7:40 Annoint Town Manager Halsey 7:50 IOffice Hour IArena I I I Board of Senior Tax Relief Assessors 7:30 Tax Classification discussion ILeLacheur 8:30 Office Hour IBerman Close Warrant for Special Town Meeting 9/12 Office Hour Sexton Preview Warrant for Subsequent Town Meeting State Election September 8, 2016 Thursday ' Special Town Meeting September 12, 2016 Monday Close Warrant for Subsequent Town Meeting Office Hour jEns minger Close Warrant for Special Election 10/18/16 Vote Warrant Articles for Subsequent Town Meeting 11/14/16 Special Election October 18, 2016 Tuesday O ctober 25, 2016 Close Warrant for Presidential and State Elections 11/8/16 Town Meeting November 14 2016 Monday Town Meeting November 17 2016` Thursday Town Meeting November 21, 2016 Monday Town Meeting November 28 2016' Monday Town Meeting December 1, 2016 Thursday November; 15, 2016,.:,: Office Hour Halsey November; 29, 2016 . December ;13, 2016 Office Hour Arena Future Agendas Woburn Street 40B (St. Agnes) update Delios Board of Selectmen Policies: Article I General Operating Procedures LeLacheur Board of Selectmen Policies: Article 2 Volunteer Boards /Committees /Commissions LeLacheur Board of Selectmen Policies: Article 3 Licenses LeLacheur Review I &I policy Multi Board /Committee Summit Reading 2020 Community Meeting Downtown Parking Joint Meeting with RMLD Commissioners Strout Avenue Master Plan Recurring Items Close Warrant: Nov TM by 9/27 Close Warrant: Presidential & State Elections by 11 /1 (Elections are 11 /8) Review BOS /TM Goals Mar & Sep Semi -ann Review Customer Service survey results Feb & Aug Semi -ann Review Regionalization efforts as needed Hearing Appointments of Boards & Committees June Annual Hearing Approve Classification & Compensation June Annual Hearing Tax Classification October Annual Approve licenses December Annual Reports to BOS Town Accountant Report Qtrly RCTV members Report Semi -ann CAB (RMLD) member Report Semi -ann MAPC member Report Semi -ann Reading Housing Authority Report Annual Reading Ice Arena Report Annual BOS Appointed Boards & Committees NEW Annual Reading 2020 Working Groups for FY16 e. Community Partners Community Partners REGIONAL NON PROFIT/PRIV ATE Services & Perf Measure Communicat ion Strategic Planning 'Real Strategic Strategic Estate! Policy Internal Operatio ns —a R2010-1 R2020-2 R2020-3 R2020-4 R2020-5 R2020-6 R2020 -7 I_ _ R2020-8 --iDan Ensminger, Chai John H-a-lse--y, V--+-c--e Chair - John Arena BOS BOS 4 4 2 BOS BOS BOS BOS BOS BOS BOS OS BOS BOS Berman -2 ...... B0S1--- BOS_____ jBarry Kevin Sexton, Vice Chair JBOS 2 BOS BOS staff Amy Lannon Library 2 CHAIR staff staff staff CHAIR Bob LeLacheur Tn Mgr 4 —staff Greg Burns ti--ane-Kins-e-lia now DPW Fire Adm Sve 2 2 --- — -- - -- - CHAIR — ---- --- staff ---staff--- CHAIR .__staff Jean Delios Jeff Zager Pub Svc DPW 3 2 staff staff staff jessie Wilson Am CeFFooe Pub Svc Police 2 2 staff staff CHAIR staff oe Huggins now Fac. DPW 2 CHAIR staff staff CHAIR staff staff staff staff staff staff John Feudo Pub Svc 2 ---- - ------ Judi Perkins Kevin Furilla ruk - Segalla now Chief Ad m Svc Svc Police -- 2 2 2 staff --�Matt Kraunelis —11-Na-ncy Heffernan Ad m Svc Finance 3 2 staff staff . ..... staff )Ruth I IFP1I Library 2 staff staff Sharon Angstrom Finance a nce 2 � staff .1 staff e. Reading 2020 FY16 Working Groups & Goals R2020 -1 Community Partners - Regional Lelacheur(Chair); Ensminger, Halsey, Cormier, Kraunelis Goal #1- Examine possible future regionalization opportunities Goal #2 - Strengthen area community relationships Goal #3 - Examine Town /School integration opportunities R2020 -2 Community Partners - Non Profit /Private Feudo(Chair); Ensminger, Halsey, Delios, Ufe4 Goal #4 - explore creative public /private partnerships Goal #5 - Conduct Master Plan for Human /Elder Services R2020 -3 Services & Performance Measurement Kinsella (Chair); Arena, Berman, Wilson, Heffernan, Angstrom Goal #6 - Suggest ways to gather data and measure performance Goal #7 - Develop peer community approach as is helpful to the organization R2020 -4 Communication Kraunelis(Chair); Ensminger, Sexton, Lannon, Furilla, Segalla Goal #8 - Website improvements Goal #9 - Improve board & committee communication Goal #10 - If'seeclickfix' selected, plan rollout in town departments Goal #11- Re- evaluate community -wide R911 communication tool & uses R2020 -5 Strategic Planning Wilson (Chair); Halsey, Berman, LeLacheur, Burns, Delios Goal #12 - Complete Economic Development Action Plan Goal #13 - Complete Hazard Mitigation Plan as required by FEMA and MEMA Goal #14 - Recommend composition of an ad hoc Master Planning Committee R2020 -6 Strategic Real Estate Delios(Chair); Halsey, Sexton, LeLacheur, Zager, Huggins, Feudo Goal #15- Collaborate on Haven Street /Post Office redevelopment project Goal #16 - Collaborate on train depot proposed housing project Goal #17 - Review downtown parking in light of MF Charles redevelopment Goal #18 - Complete Four Priority Development Areas study Goal #19 - Recreation improvements Goal #20 - Public Works Facility or Facilities Goal #21- Complete Library Building project Goal #22 - Oakland Road property R2020 -7 Strategic Policy complete 100% complete 100% complete 100% ongoing 1 1 75% ongoing 50% some progress 25% done 100% done I 100% in progress done our role some progress in progress 25% 50% in progress done 50% almost done 100% 75% 50% done 100% consultant 50% NOT DONE L 0% in progress done our role in progress done our role in progress in progress 1 50% in progress done 100% done 100% ongoing 50% in progress in progress huff, puff 75% Town Counsel 75% LeLacheur(Chair); Ensminger, Arena, Burns, 66rmieF, Perkins, Kraunelis, Ufe4 Goal #23 - Comprehensive Review of Zoning Bylaws project Nov'16 TM 75% Goal #24 - Targeted Review of General Bylaws Nov'16 TM 75% Goal #25 - Targeted Review Selectmen's Policies NOT DONE (liquor) 0% R2020 -8 Internal Operations Lannon, Kinsella, Zager, Huggins, Perkins, Furilla, Segalla, Heffernan, Angstom Goal #26 - Human Resources: Town Staffing Sustainability Goal #27 - Complete Legal Review of all union contracts Goal #28 - Complete technology initiatives: productivity /communication Goal #29 - Complete Review of Library Services Goal #30 - Comprehensive financial review and suggested path forward done 100% in progress 25% in progress 75% done 100% in progress 75% 2016 Town of Reading - Town Financial Calendar Courtesy of WinCalendar UL Cmlm mug= 27 28 __ _ 29 30 31 1 2 Dec HOLIDAY 2015 10 11 n� �w_ 3..e u�.4 ..__N 14 16 1 6 16 SC FY17 budgets BOS FY17 budgets SC FY17 budgets _�_... __., _. 17 18 __�._..._� .�_� 19 __ - ._ _. __ ._._..�... 20 20 21 22 23 Jan HOLIDAY BOS FY17 budgets Fin'I Forum SC FY17 budgets 2016 at Sr Ctr 24 25 __. ........ .. ___ 26 .n. __._._._ __,_ _._.. 27 28 ---_.._ 29 30 SC FY17 budgets 31 1 2 3 4 5 6 7 8 9 10 11 12 13 FINC overview 14 15 16 17 18 19 20 HOLIDAY Feb i 2016 21 22 23 24 25 26 27 BOS overview I at Parker MS 28 29 _. 1 2 3 4 5 Elections FINC FY17 bdgts 1 6 7 8 9 10 11 12 BOS revs /exps FINC FY17 bdgts _.... .......... ...__ . ... __ 13 14 ----- 15 16 17 - ------ 18 19 FINC FY17 bdgts . Mar 2016 20 21 22 23 24 25 26 BOS ethics at Sr Ctr 27 28 29 30 31 1 2 I FINC FY17 bdgts BOS 10 11 12 13 14 15 16 Apr 2016 17 18 19 20 21 22 23 HOLIDAY BOS __ _ .. .._.o...._. ___.,_w ... . ........ 24 125 ......... ... ..._, ,_ ......... 26 ....._ 27 28 I 29 i 30 I !Town Meeting Town Meeting -� i # }} Oro . e 1 2 3 4 5 6 7 BOS 8 9 10 I11 .....__._ _ . __.._ __._.__. 12 _...,.._..., .._._...., 13 . _.._„ _......._.w..� 14 May _15________ ._...16 17.__ .._._._._..__...18_._____.._�._ 1.9______ 20 21______��.._. 2016 BOS 22 23 24 25 26 27 28 29 30 31 1 2 3 4 HOLIDAY NEIGHBORHOOD MEETINGS 5 6 7 BOS 8 9 10 11 NEIGHBORHOOD MEETINGS {day) I 12 13 14 15 X16 17 18 II INEGGHBORHOOD Jun (MEETINGS 2016 19 20 21 22 w 23 24 25 j BOS 26 27 28 ......... 29 30 1 2 3 FINC yr end 3 4 5 6 7 8 9 HOLIDAY 10 X11 X12 13 14 �16 16 BOS Jul 17 18 F 19 20 21 22 23 2016 24 25 26 27 28 29 �30 BOS 31_.._ .._.._w__.._. 1 2 3 4 z 5 t � 6 7 _.8 9 10 � 11 12 13 14 15 16 [Close ........ 17 _ _. 18 19 20 Warrant Aug for Special TM _... e _ ____. _..._.r __.__ __... 2016 21 22 _._..._._ _..__ 23 .. __. 24 25 26 27 NEIGHBORHOOD {MEETINGS 28 29 30 31 1 2 3 NEIGHBORHOOD • . Sep 2016 e, 4 11 18 25 a e. 5 HOLIDAY €12 Spec Town Mtg 19 26 _...._: .._ e. 6 BOS 13 �14 Notify Town Clerk Hof Special Election 20 BOS 2� ....� .._._ 'e e. 7 Fin'I Forum 21 _28. e. e. MEETINGS 8 9 _. State Election i15 16 Spec Town Mtg 22 0 MEETINGS e. 10� 17 24 1 . _ 2 3 4 5 6 7 8_____._._� BOS NEIGHBORHOOD 4' MEETINGS 9 10 11 12 13 14 15 16 HOLIDAY 11819 FINC regular 20 121 22 Oct Oct 117 Spec Election 9 23 24___.__ 25 .26 .27 _$ _ --- ------ _21__ _. BOS Fin'I Forum 30 31 1 2 3 4 5 6 7 8 9 10 11 12 Elections FINC regular HOLIDAY 13 14 15 16 117 18 19 Town Meeting BOS Town Meeting Nov 2016 20 21 i22 23 24 125 26 Town Meeting HOLIDAY 27 o- , X28 .. _:_.. _ .. __ 30 1 2 3 Town Meeting 129 BOS .4 5 6 7 8 ' 9 10 11 12 13 �... _ _._ 14 . _. 15 16 17 BOS FINC regular Dec 2016 18 19 20 21 22 [23 24 25 26 27 28 129 30 31 HOLIDAY I s(-3 LEGAL NOTICE TOWN OF READING To the Inhabitants of the Town of Reading: Please take notice that the . Board of Selectmen of the Town of Reading will hold a public hearing on May 3, 2016 at- 9:00 p.m. in the Selectmen's Meeting Room, 16 Lowell Street, Reading, Massachusetts on approval of a Wine and Malt General On . Premise liquor license for The Art Lounge on .Haven, 78 Haven Street, Reading,. Massachusetts. A copy of the proposed docu- ment regarding this topic is .available in the Town Manager's office, .16 Lowell Street, Reading, MA, M -W- Thurs from 7:30 a.m. - 5:30 P.M., Tues from 7:30 a.m. - 7:00 p.m. and is attached to the' hearing notice on the Website at `www.readingma.gov All interested patties are invit- ed to attend the hearing, or may submit their comments in writing or by email prior• to 6:00 p.m. on May 3, 2016 to townmanagerC ci.reading.ma .uS By order of Robert W. LeLacheur Town Manager 4.21.16 Sq UNV80102 ADRIAN PAMELA 87 ASH ST READING, MA 01867 BRUKILACCHIO THOMAS J SARAH H BRUKILACCHIO 48 MAPLE RIDGE ROAD READING, MA 01867 CAPOBIANCO TONY R AMANDA C CAPOBIANCO 8 GOULD ST READING, MA 01867 Laser printer labels BARILE RALPH A ETAL TRS BEAUFORT REALTY BLUNT RALPH C ADELE F BLUNT TRUST 22 LINDEN ST 11 LINDEN ST READING, MA 01867 READING, MA 01867 C &S CAPITAL PROPERTIES LLC 51 MAIN ST STONEHAM, MA 02180 CARLSON RICHARD W TR 55 HAVEN ST REALTY TRUST 60 HARBOR AVE MARBLE HEAD, MA 01945 CICCARIELLO PATSY TRUSTEE LINDEN STREET COLOMBA FRANK) REALTY TRUST 2 -4 BRAN DE CT UNIT A 597 MAIN ST UNIT B7 READING, MA 01867 STONEHAM, MA 02180 CAIN KENNETH J ETAL TRS CAIN REALTY TRUST 16 GOULD ST READING, MA 01867 CARLSON RICHARD W TR 55 HAVEN STREET REALTY TRUST 60 HARBOR AVE MARBLEHEAD, MA 01945 COLOMBA GIUSEPPE ETAL TRUSTEES , COLOMBA- BRANDE COURT NOMINEE TRUST 130 FRANKLIN ST READING, MA 01867 COLOMBO ROBERT G ETAL TRS COLOMBO, CROSBY JOHN K ETAL TRS J & B CROSBY DADY KRISTEN O ' LEARY & COLOMBO R T REALTY TRUST 83 ASH ST 70 HAVEN ST 175 HAVEN ST READING, MA 01867 READING, MA 01867 READING, MA 01867 DAHODWALAALIASGAR Z RUKAIYAA DORANDI DENNIS M MARY S DORANDI FILLM0RE SCOTT N JANET M FARINHA DAHODWALA 32 GREEN ST 25 LINDEN ST 80 WOBURN ST READING, MA 01867 READING, MA 01867 READING, MA 01867 FISCHER ANGELA G 45 ASH ST READING, MA 01867 GWT HAVEN REALTY LLC 2 HAVEN ST UNIT 301 READING, MA 01867 HIGH STREET LIMITED PARTNERSHI 107 WOBURN ST READING, MA 01867 KAUFMAN NAOMI J 64 WOBURN ST READING, MA 01867 Comparable to AveryO 5160 GALLO MATTEO TRUSTEE OCEAN VIEW NOMINEE TRUST 376 NORTH ST BOSTON, MA 02113 HALL MARK G TRUSTEE DEPOT REALTY TRUST 286 PARK ST NORTH READING, MA 01864 HOME BDG CORP OF READING CNCL KNIGHTS OF COLUMBUS INC 11 SANBORN ST READING, MA 01867 KELLEY TIMOTHYJ CHRISTINE M KELLEY 84 WOBURN STREET READING, MA01867 GREEN DONALD M AYSE GREEN 35 COPELAND AVE READING, MA 01867 HARRIS W RUSSELL ETAL TRS HARRIS REALTY TRUST 90 WOBURN ST READING, MA 01867 HOME BDG CORP OF READING COLIN KNIGHTS OF COLUMBUS INC .15 SANBORN ST READING, MA 01867 KELLEY TIMOTHYJ CHRISTINE M KELLEY 84 WOBURN STREET READING, MA 01867 universal. U NV80102 KILEY ROBERT J TR 34 GOULD STREET REALTY LATINA MARK A TRSTEE HAVEN JUNCTION TRUST RLTY TR 34 GOULD ST 20 POND MEADOW DR STE 204 READING, MA 01867 READING, MA 01867 LJH 159 HAVEN STREET LLC 21 ANGLEWOOD LN NORTH READING, MA 01864 LJH 169 HAVEN STREET LLC 21 ANGLEWOOD LN NORTH READING, MA 01864 MA YOUSHENG ETAL TRUSTEES ALPHA ONE MAHER PHILIP R PRISCILLA M MAHER REALTY TRUST 72 WOBURN ST 2 HAVEN ST UNIT 303 READING, MA 01867 READING, MA 01867 NORET CHARLES R CINDY W NORET 15 CHUTE ST READING, MA 01867 READING CO- OPERATIVE BANK 180 HAVEN STREET READING, MA 01867 READING MASONIC BLDG ASSOC PO BOX 521 READING, MA 01867 PELLET & MIME LLC 2 HAVEN ST UNIT 206 READING, MA 01867 READING CO- OPERATIVE BANK 180 HAVEN ST READING, MA 01867 READING ORTHODONTICS P.C. 2 HAVEN ST #201 READING, MA 01867 Laser printer labels LEHR EVELYN J TRUSTEE THE LEHR FAMILY TRUST 16 GREEN ST READING, MA 01867 LJH BRANDE COURT LLC 21 ANGLEWOOD LN NORTH READING, MA 01864 MORIN DONNA M 10 GOULD ST READING, MA 01867 PJC REALTY MA, INC. C/ O RITE AID P O BOX 3165 HARRISBURG, PA 17105 READING LLC A MASSACHUSETTS LTD LIABILITY CO PO BOX 43 WILMINGTON, MA 01887 READING POST OF THE AMERICAN LEGION OF MASS. NUMBER 62 37 ASH ST READING, MA 01867 RUCKER CLIFFORD L ETAL TRS C & M REALTY RUCKER CLIFFORD L ETAL TRS C & M REALTY SAMPSON STEPHEN J TRUST TRUST 2 HAVEN ST STE 208 PO BOX 4051 PO BOX 4051 READING, MA 01867 PEABODY, MA 01961 PEABODY, MA 01961 SCIANDRAANGELAJ SILVAJOSEPH M SPYROU LEONIDAS 34 GREEN ST 18 GREEN ST '9 COBBLESTONE LANE READING, MA 01867 READING, MA 01867 SUDBURY, MA 01776 STINCHFIELD ANNE 74- WOBURN ST LLC 47 PRESCOTT ST 10 MIDDLESEX AVE - UNIT 1 READING, MA 01867 WILMINGTON, MA 01887 TASKER SUSAN E TRUSTEE HAVEN STREET TRAN MINH LY CONG TRAN TRUST 78 WOBURN ST 1 HAVEN ST READING, MA 01867 READING, MA 01867 Comparable to Avery® 5160 T.B. DONOVAN LLC 42 BOSTON ROCK RD MELROSE, MA 02176 US OF AMERICA ADMR GEN SER SANBORN ST READING, MA 01867 ,6' � 3 Lniversalm UNV80102 Laser printer labels US OF AMERICA POST OFFICE VENEZIANO DANIELE C/ 0 BOSTON REALTY WETZLER RICHARD E LUCINDA L DAMON- 136 HAVEN ST ASSOC. BACH READING, MA 01867 1102 COMMONWEALTH AVE 9 -11 GOULD ST BOSTON, MA 02215 READING, MA 01867 WILLWERTH WADE TRUSTEE HANLEY REALTY YOUSHENG MA HUIBIN P WANG ZZW REALTY LLC TRUST 2 HAVEN STREET #303 2 HAVEN ST - UNIT #203 26 GREEN ST READING, MA 01867 READING, MA 01867 READING, MA 01867 GILLIES PETER W DEYERMENJIAN DIANA 217 HIGH ST READING, MA 01867 HURLEY SHAH REALTY LLC 2 HAVEN STREET #204 READING, MA 01867 EHRET JAMES R EHRET CHARITY C 77 ASH STREET READING, MA 01867 DWYER WAYNE 61 ASH ST READING, MA 01867 NEW ENGLAND TEL & TEL CO C/ 0 NYNEX NORDEN MARILYN PROP DEPT 18 LINDEN STREET PO BOX 152206 READING, MA 01867 IRVING , TX 75015 -2206 DARDENO PHILIP ETAL TRUSTEES PRD MCLEAN HEATHER KATHLEEN MCLEAN REALTY TRUST DIANE LYNN PO BOX 236 20 GREEN ST READING, MA 01867 READING, MA 01867 ZOPATTI MONTE J (LE) CAROLYN L COOK ETAL 20 VILLAGE BROOK LANE C/ 0 SYLVIA NEWTON DERRY, NH 03038 GRAHAM GALE S 14 GREEN ST READING, MA 01867 TAORMINA JOYCE TAORMINA JESSE 7 GOULD STREET READING, MA 01867 HEIDIE BRONWYN 1/2 GERMAN MANUEL ETAL 1/2 12 LINDEN ST READING, MA 01867 HALLJASON F HALL PAIGE A 41 -49 HIGH STREET LLC GREGORIO PHILIP J ETAL TRSTEES GREGORIO 68 CENTRAL AVE UNIT 302 P 0 BOX 437 'FAMILY REV LVG TRUST MEDFORD, MA 02155 HAWTHORN E, MA 01937 57 RUSTIC LN READING, MA 01867 VIEGAS STEPHEN G VIEGAS SUSAN C HERZBERG DANIEL M GUILLIAMS ROSEMARY JAMMAL HAVEN STREET LLC 2 HAVEN ST #306 C 175 GREAT ROAD SUITE 100 READING, MA 01867 81 ASH ST BEDFORD, MA 01730 READING, MA 01867 OAK- RJF 30 HAVEN LLC 30 HAVEN STREET READING, MA 01867 Comparable to Avery° 5160 universal. READING POLICE DEPARTMENT " 15 Union Street - Reading, Massachusetts 01867 -Emergency Only: 911 - All Other Calls: (781) 944 -1212 - Fax: (781) 944 -2893 EXECUTIVE SUMMARY New Liquor License — The Art Lounge. LLC April 22, 2016 Chief Mark D. Segalla Reading Police Department ° 15 Union Street Reading, MA 01867 Chief Segalla, As directed by your Office and in accordance with Reading Police Department Policy and Procedures, I have placed together an executive summary of the application for a New Liquor License for The Art Lounge, LLC which will be located at 78 Haven Street. This application will be going before the Board of Selectmen at their meeting on May 03, 2016. Manager and Members: 1) Manger of Record and Member: Judy Barolak 2) Member: Robert S. Kajander Ownership Interests: 1) Judy Barolak - 51 % stock ownership 2) Robert S. Kajander - 49% stock ownership Criminal History. • Board of Probation checks and In -house history checks were run on the above named parties listed above under Manager and Members. • The above named parties have not been convicted of violating any Massachusetts state laws. • The above named parties have no relevant in -house involvement in our system. Liquor License I-listoLy: • The above named parties, who have a direct or indirect beneficial interest in this license, have never held a direct or indirect, beneficial or financial interest in a license to sell alcoholic beverages. S4S I find no reason why the license application should not go forward. Respectfully Submitted, Lt. Det. ichard "Abate Criminal Division Commander =If April 16, 2016 The Commonwealth of Massachusetts Alcoholic Beverages Control Commission To whom it may concern, Please accept the attached new application for an Alcoholic Beverage License. I am applying for a General On Premise, Wine & Malt Beverages Only license for my business The Art Lounge on Haven located in Reading, Massachusetts. I am pleased to have this opportunity to apply for this license complying under the full extent of the law. An alcoholic beverage liquor license is essential to the success of my new formed business. This business falls under the new, fast growing category called the "Paint & Sip" industry. It is a painting lesson where wine & malt are served; essentially doing a painting as entertainment. The target audience is females aged 25 -65 who want an adult atmosphere to enjoy a glass of wine with friends and be entertained. Thus, serving wine & malt is necessary for the business to be viable in that it elevates the experience to a "mature" level. Worth noting: wine & malt are part of the experience, it is not the experience. This business will be efficient therefore successful due to low operating costs and precise inventory. Customers pre - register for classes ahead of time on -line, therefore all alcohol inventory needs are precisely calculated based on class size. This eliminates the need for excess alcohol stock or inventory. Alcohol security measures are taken seriously. All alcohol inventory will be secured and stored in a locked cabinet in a back room with no windows. Servers of alcoholic beverages will successfully complete an alcohol management or server training course approved by the Liquor Liability Joint Underwriting Association of Massachusetts before becoming employed. There will be a certified manager (myself) on the premises at all operating times. Also Liquor Liability Insurance in the amount determined by the Local Licensing Authority will be in place if such license is granted. On a personal note, I am a current Reading resident of 24 years and have a vested interest in the business community. My husband and I have been Reading business owners for 15 years and have the experience and knowledge of Reading's business environment. I understand and respect the responsibilities that come with obtaining a wine & malt license and would operate my business adhering to all regulations associated with such a license. I appreciate your consideration with this application, Judy Barolak Manager, The Art Lounge 2 Center Avenue, Reading MA 01867 781 - 315 -9154 5 91 The Commonwealth of Massachusetts Alcoholic Beverages Control Commission 239 Causeway Street Boston, MA 02114 www.mass.gov/abcc FORM 43 MUST BE SIGNED BY LOCAL LICENSING AUTHORITY �- Reading ABCC License Number City /Town TRANSACTION TYPE (Please check all relevant transactions): ❑X New License F� New Officer /Director Pledge of License n Transfer of License F� Change of Location R Pledge of Stock ❑ Change of Manager F� Alteration of Licensed Premises F� Transfer of Stock ❑ Cordials /Liqueurs Permit Issuance of Stock F� New Stockholder 6 -Day to 7 -Day License Management /Operating Agreement ❑ Wine & Malt to All Alcohol ❑ For Reconsideration 05/03/2016 Local Approval Date D Change Corporate Name Seasonal to Annual D Change of License Type ❑ Other Name of licensee The Art Lounge LLC EIN of Licensee D /B /A The Art Lounge on Haven Manager Judy Barolak CITY/TOWN: STATE MA ZIP CODE 01867 ADDRESS: 78 Haven Street Reading Annual Wine & Malt General on Premise Granted under Special Legislation? Yes No Q Annual or Seasonal Category: (All WAlcohol; wme &Malt; Wine, Mal[ &cordials; Wine; Mal[) Type: (Restaurant, Store, General On Premises, Etc.) If Yes, Complete Description of Licensed Premises: Chapter Year Single story premises with no basement and no outdoor area. Interior consists of two rooms at approximately 610 s.f. One entrance and two exists. Front entrance and exit on Haven Street; rear exit leads to private alleyway parking on Brande Court. Application Filed: Apr 20, 2016 Advertised: Apr 21, 2016 Abutters Notified: Yes Q No F Date & Time Date & Attach Publication Licensee Contact Person for Transaction Judy Barolak Phone: ADDRESS: CITY/TOWN: Reading STATE MA ZIP CODE 01867 Remarks The Local Licensing Authorities By: ABCC Remarks: Alcoholic Beverages Control Commission Ralph Sacramone Executive Director ON The Commonwealth of Massachusetts Alcoholic Beverages Control Commission 239 Causeway Street Boston, MA 02114 2016 APR 20 AM 0 24 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. REVENUE CODE: RETA CHECK PAYABLE TO ABCC OR COMMONWEALTH OF MA: $200.00 IF USED SPAY, CONFIRMATION NUMBER: 1001 A.B.C.C. LICENSE NUMBER (IF AN EXISTING LICENSEE, CAN BE OBTAINED FROM THE CITY): LICENSEE NAME: The Art Lounge LLC ADDRESS: 178 Haven Street CITY /TOWN: Reading STATE ZIP CODE 01867 TRANSACTION TYPE (Please check all relevant transactions). Q New License Transfer of License R Change of Manager New Officer /Director Change of Location n Alteration of Licensed Premises ❑ Pledge of License Pledge of Stock F] Transfer of Stock Change Corporate Name F1 Seasonal to Annual Change of License Type E Cordials /Liqueurs Permit New Stockholder Issuance of Stock E] Other 6 -Day to 7 -Day License Management/operating Agreement Wine & Malt to All Alcohol 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 APPLICATION FOR RETAIL ALCOHOLIC BEVERAGE LICENSE City/Town Heading 1. LICENSEE INFORMATION: A. Legal Name /Entity of AppIicant:(corporation, LLC or Individual) The Art Lounge LLC B. Business Name (if different) : The Art Lounge on Haven C. Manager of Record: Judy Barolak D. ABCC License Number (for existing licenses only) E.Address of Licensed Premises 78 Haven Street City/Town: Reading State: MA Zip: 01867 F. Business Phone: [TBD G. Cell Phone: H. Email: I. Website: J.Mailing address (if different from E.): City/Town: Reading State: MA Zip: 01867 2. TRANSACTION: ® New License ❑ New Officer /Director ❑ Transfer of Stock ❑ Issuance of Stock ® Pledge of Stock ❑ Transfer of License ® New Stockholder ® Management/operating Agreement ® Pledge of License ie following transactions must be processed as new licenses: ❑ Seasonal to Annual ❑ (6) Day to (7) -Day License ❑ Wine & Malt to All Alcohol IMPORTANT ATTACHMENTS (1): The applicant must attach a vote of the entity authorizing all requested transactions, including the appointment of a Manager of Record or principal representative. 3. TYPE OF LICENSE: ❑ §12 Restaurant ❑ §12 Hotel ❑ §12 Club ❑ §12 Veterans Club ❑ §12 Continuing Care Retirement Community R §12 General On- Premises ❑ §12 Tavern (No Sundays) ❑ §15 Package Store LICENSE CATEGORY: ❑ All Alcoholic Beverages 0 Wines & Malt Beverages ❑ Wines ❑ Malt ❑ Wine & Malt Beverages with Cordials /Liqueurs Permit 5. LICENSE CLASS: X Annual ❑ Seasonal S��D CONTACT PERSON CONCERNING THIS APPLICATION (ATTORNEY IF APPLICABLE) NAME: Judy Barolak ADDRESS: 2 Center Avenue CITY /TOWN: Reading STATE: MA ZIP CODE: 01867 CONTACT PHONE NUMBER: [(781) 944 -4038 —� FAX NUMBER: EMAIL: i _ 7. DESCRIPTION OF PREMISES: Please provide a complete description of the premises. Please note that this must be identical to the description on the Form 43. Your description MUST include: number of floors, number of rooms on each floor, any outdoor areas to be included in licensed area, and total square footage. i.e.: "Three story building, first floor to be licensed, 3 rooms, 1 entrance 2 exits (3200 sq ft); outdoor patio (1200 sq ft); Basement for storage (1200 sq ft). Total sq ft = 5600." 78 Haven Street, Reading Single story premises with no basement and no outdoor area. Interior consists of two rooms at approximately 610 s.f. One entrance and two exits. Front entrance and exit on Haven Street; rear exit leads to private alleyway parking on Brande Court. Total Square Footage: 610 Number of Entrances: 11 Number of Exits: 12 Occupancy Number: 24 I I Seating Capacity: 24 IMPORTANT ATTACHMENTS (2): The applicant must attach a floor plan with dimensions and square footage for each floor & room. 8. OCCUPANCY OF PREMISES: By what right does the applicant have possession and /or legal occupancy of the premises? Final Lease -� IMPORTANT ATTACHMENTS (3): The applicant must submit a copy of the final lease or documents evidencing a legal right to occupy the premises. Other: e Landlord is a(n): LLC Other: Name: 1LJ H Realty Linden St LLC I Phone: 1(781) 439 -1961 Address: 21 Anglewood Drive City/Town: North Reading State: MA Zip: 01864 Initial Lease Term: Beginning Date 05/01/2016 _ uI Ending Date 04/30/2 018 Renewal Term: Options /Extensions at: Years Each Rent: $10,740.00 Per Year Rent: $895.00 � Per Month Do the terms of the lease or other arrangement require payments to the Landlord based on a percentage of the alcohol sales? Yes ® No CK If Yes, Landlord Entity must be listed in Question # 10 of this application. If the principals of the applicant corporation or LLC have created a separate corporation or LLC to hold the real estate, the applicant must still S�l provide a lease between the two entities, 9. LICENSE STRUCTURE: The Applicant is a(n): LLC If the applicant is a Corporation or LLC, complete the following: State of Incorporation /Organization: MA =1 Is the Corporation publicly traded? Yes ❑ No Other: Date of Incorporation /Organization: 02/27/2014 10. INTERESTS IN THIS LICENSE: List all individuals involved in the entity (e.g. corporate stockholders, directors, officers and LLC members and managers) and any person or entity with a direct or indirect, beneficial or financial interest in this license. IMPORTANT ATTACHMENTS (4): A. All individuals or entities listed below are required to complete a Personal Information Form. B. All shareholders, LLC members or other individuals with any ownership in this license must complete a CORI Release Form (unless they are a landlord entity) Name All Titles and Positions Specific % Owned Other Beneficial Interest Judy Barolak Manager & member 51 % Robert S. Kajander Member 49% *If additional space is needed, please use last page. 11. EXISTING INTEREST IN OTHER LICENSES: Does any individual listed in §10 have any direct or indirect, beneficial or financial interest in any other license to sell alcoholic beverages? Yes ❑ No R if yes, list said interest below: Name I License Type IP Select IPleas Select Please Select Please Select Please Select Please Select al space is needed, please use last page. Licensee Name & Address 3 9 1 Z-- 12. PREVIOUSLY HELD INTERESTS IN OTHER LICENSES: Has any individual listed in §10 who has a direct or indirect beneficial interest in this license ever held a direct or indirect, beneficial or financial interest in a license to sell alcoholic beverages, which is not presently held? Yes ® No ® If yes, list said interest below: Name Licensee Name & Address Date Reason Terminated Please Select Please Select Please Select 13. DISCLOSURE OF LICENSE DISIPLINARY ACTION: Have any of the disclosed licenses to sell alcoholic beverages listed in §11 and /or §12 ever been suspended, revoked or cancelled? Yes © No X If yes, list said interest below: Date I License I Reason of Suspension, Revocation or Cancellation 14. CITIZENSHIP AND RESIDENCY REQUIREMENTS FOR A ( §15) PACKAGE STORE LICENSE ONLY: A.) For Individual(s): 1. Are you a U.S. Citizen? 2. Are you a Massachusetts Residents? B.) For Corporation(s) and LLC(s) : 1. Are all Directors /LLC Managers U.S. Citizens? 2. Are a majority of Directors /LLC Managers Massachusetts Residents? 3. Is the License Manager a U.S. Citizen? Yes No Yes ❑ No Yes ® No Yes © No F� Yes F� No Q C.) For Individual(s), Shareholder(s), Member(s), Director(s) and Officer(s): L. Are all Individual(s), Shareholders, Members, Directors, LLC Managers and Officers involved at least twenty -one (21) years old? Yes F] No 15. CITIZENSHIP AND RESIDENCY REQUIREMENTS FOR ( §12) RESTAURANT, HOTEL, CLUB, GENERAL ON PREMISE, TAVERN, VETERANS CLUB LICENSE ONLY: A.) For Individual(s): 1. Are you a U.S. Citizen? Yes F� No B.) For Corporation(s) and LLC(s) 1. Are a majority of Directors /LLC Managers NOT U.S. Citizen(s)? Yes © No 2. Is the License Manager or Principal Representative a U.S. Citizen? Yes ® No C.) For Individual(s), Shareholder(s), Member(s), Director(s) and Officer(s): L. Are all Individual(s), Shareholders, Members, Directors, LLC Managers and Officers involved at least twenty -one (21) years old? Yes ® No 6. COSTS ASSOCIATED WITH LICENSE TRANSACTION: A. Purchase Price for Real Property: Name B. Purchase Price for Business Assets: Type of Financing C. Costs of Renovations /Construction: $10,000.00 D. Initial Start-Up Costs: 13,000.00 E. Purchase Price for Inventory: $1,300.00 F. Other: (Specify) G: TOTAL COST $24,300.00 H. TOTAL CASH $24,300.00 I. TOTAL AMOUNT FINANCED IMPORTANT ATTACHMENTS (5): Any individual, LLC, corporate entity, etc. providing funds of $50,000 or greater towards this transaction, must provide proof of the source of said funds. Proof may consist of three consecutive months of bank statements with a minimum balance of the amount described, a letter from your financial institution stating there are sufficient funds to cover the amount described, loan documentation, or other documentation. The amounts listed in subsections (H) and (1) must total the amount reflected in (G). 17. PROVIDE A DETAILED EXPLANATION OF THE FORM(S) AND SOURCE(S) OF FUNDING FOR THE COSTS IDENTIFIED ABOVE (INCLUDE LOANS, MORTGAGES, LINES OF CREDIT, NOTES, PERSONAL FUNDS, GIFTS): Personal funds of Judy Barolak and Robert S. Kajander, spouse. *If additional space is needed, please use last page. 18. LIST EACH LENDER AND LOAN AMOUNT(S)FROM WHICH "TOTAL AMOUNT FINANCED "NOTED IN SUB - SECTIONS 16(I) WILL DERIVE: A. Name Dollar Amount Type of Financing additional space is needed, please use Iasi page. B. Does any individual or entity listed in §17 or §18 as a source of financing have a direct or indirect, beneficial or financial interest in this license or any other license(s) granted under Chapter 138? Yes © No If yes, please describe: 19. PLEDGE: (i.e. COLLATERAL FOR A LOAN) A.) Is the applicant seeking approval to pledge the license? [-� Yes ® No 1. If yes, to whom: 2. Amount of Loan: 3. Interest Rate: - A�n 4. Length of Note: 7 5. Terms of Loan B.) If a corporation, is the applicant seeking approval to pledge any of the corporate stock? © Yes F-1 No 1. If yes, to whom: 2. Number of Shares: C. ) Is the applicant pledging the inventory? ® Yes © No If yes, to whom: IMPORTANT ATTACHMENTS (6): If you are applying for a pledge, submit the pledge agreement, the promissory note and a vote of the Corporation /LLC approving the pledge. 20. CONSTRUCTION OF PREMISES: Are the premises being remodeled, redecorated or constructed in any way?-If YES, please provide a description of the work being performed on the premises: ® Yes F� No Existing interior is a finished space with bathroom facilities. HVAC and all utilities into building. Tenant updating current bathroom fixtures in place. 21. ANTICIPATED OPENING DATE: 2016 -Q7 -01 ■ 1 a RETURNED �g�� Additional Space Please note which question you are using this space for. (MANAGER APPLICATION �4. Background Information (D. Employment D13- present es Associate. William- Sonoma Stores, Inc. 3250 Van Ness Blvd., San Francisco, CA 94109. 415 - 421 -7900 1/2003-present ;Sales. Atlantic Framing Co., 78 Haven Street, Reading, MA 01867. 781 -944 -4169 551b APPLICANT'S STATEMENT I, Judy Barolak � the: ®sole proprietor; ® partner; © corporate principal; ® LLC /LLP member Authorized Signatory of The Art Lounge LLC , hereby submit this application for General On- Premise license Name of the Entity /Corporation Transacdon(s) you are applying for (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) I 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, I must notify the Licensing Authorities of any change in the Application information as approved by the Licensing Authorities. I understand that failure to give such notice to the Licensing Authorities may result in sanctions including revocation of any license for which this Application is submitted; (5) 1 understand that the licensee will be bound by the statements and representations made in the Application, including, but not limited to the identity of persons with an ownership or financial interest in the license; (6) 1 understand that all statements and representations made become conditions of the license; (7) 1 understand that any physical alterations to or changes to the size of, the area used for the sale, delivery, storage, or consumption of alcoholic beverages, must be reported to the Licensing Authorities and may require the prior approval of the Licensing Authorities; (8) 1 understand that the licensee's failure to operate the licensed premises in accordance with the statements and representations made in the Application may result in sanctions, including the revocation of any license for which the Application was submitted; and (9) 1 understand that any false statement or misrepresentation will constitute cause for disapproval of the Application or sanctions including revocation of any license for which this Application is submitted. Title: Manager Date: ,- l4P ' 2— X10 MEMBER'S RESOLUTION The Art Lounge, LLC At an April 16, 2016 meeting of the Members and Manager of The Art Lounge LLC, held at 2 Center Avenue, Reading, Massachusetts, at which all of the Members and Manager were present and voting, it was unanimously resolved as follows: RESOLVED: That Judy Barolak, the manager of the LLC (the "Manager "), is hereby authorized, empowered and directed on behalf of the LLC to a lease for approximately 610 square feet of commercial space in the building at 78 HAVEN STREET, READING, MASSACHUSETTS and take any further action as said Manager deems necessary or appropriate in this regard. RESOLVED: That Judy Barolak, the manager of the LLC (the "Manager"), is hereby authorized, empowered and directed on behalf of the LLC to prepare and file on behalf of the LLC such petitions and applications for issuance of an General On Premises, Malt and Wine Only license to the LLC, doing business as The Art Lounge on Haven, to be located at 78 HAVEN STREET, READING, MASSACHUSETTS, and take any further action as said Manager deems necessary or appropriate in this regard. Undersigned, being the sole Manager and two Members of the LLC do hereby confirm the above resolution and do certify that the foregoing represents an actual resolution of the LLC and that the LLC is bound thereby and that said resolution is in full force and effect on this date. DATE: April 16, 2016 Judy Barolak, Manager and Member Robert Scott Kajander, Member S9''' The Commonwealth of Massachusetts Alcoholic Beverages Control Commission 239 Causeway Street Boston, MA 02114 -- www.mass.gov/abcc J MANAGER APPLICATION All proposed managers are required to complete a Personal Information Form, and attach a copy of the corporate vote authorizing this action and appointing a manager. 1. LICENSEE INFORMATION: Legal Name of Licensee: The Art Lounge LLC Business Name (dba): The Art Lounge on Haven Address: City/Town: Reading State: MA Zip Code: 01867 ABCC License Number: Phone Number of Premise: TBD (If existing licensee) 2. MANAGER INFORMATION: A. Name: Judy Barolak B. Cell Phone Number: C. List the number of hours per week you will spend on the licensed premises: F 40 3. CITIZENSHIP INFORMATION: A. Are you a U.S. Citizen: Yes ® No ® B. Date of Naturalization: Court of Naturalization: (Submit proof of citizenship and /or naturalization. such as US Passport, Voter's Certificate, Birth Certificate or Naturalization Papers) BACKGROUND INFORMATION: A. Do you now, or have you ever, held any direct or indirect, beneficial or financial interest in a license to sell alcoholic beverages? Yes No If yes, please describe: B. Have you ever been the Manager of Record of a license to sell alcoholic beverages that has been suspended, revoked or cancelled? Yes ® No X if yes, please describe: C. Have you ever been the Manager of Record of a license that was issued by this Commission? Yes No If yes, please describe: D. List your employment for the past ten years (Dates, Position, Employer, Address and Telephone): attached page hereby swear under the pains and penalties of perj ry that the informatbn I have provided in this application is true and accurate: Signature Date ! -,1,6 • ,Zp The Commonwealth of Massachusetts Alcoholic Beverages Control Commission 239 Causeway Street -- Boston, MA 02114 www.mass.gov /abcc PERSONAL INFORMATION FORM Each individual listed in Section 10 of this application must complete this form. 1. LICENSEE INFORMATION: B. Business Name (dba) The Art Lounge on Haven A. Legal Name of Licensee The Art Lounge LLC D. ABCC License Number C. Address (If existing licensee) E. City /Town Reading State MA Zip Code 01867 F. Phone Number of Premise TBD G. EIN of License PERSONAL INFORMATION: A. Individual Name Judy Barolak B. Home Phone Number C. Address D. City/Town Reading State MA Zip Code 01867 E. Social Security Number F. Date of Birth 1 G. Place of Employment Williams- Sonoma Stores, Inc., San Francisco, CA, 415 - 421 -7900 3. BACKGROUND INFORMATION: Have you ever been convicted of a state, federal or military crime? Yes ❑ No CK If yes, as part of the application process, the individual must attach an affidavit as to any and all convictions. The affidavit must include the city and state where the charges occurred as well as the disposition of the convictions FINANCIAL INTEREST: Provide a detailed description of your direct or indirect, beneficial or financial interest in this license (i.e. percentage ownership). My spouse, Robert S. Kajander and I will be personally funding this business. 1 will be working as General Manager, thus drawing a salary. *If additional space is needed, please use the last page 1 hereby swear under the pains and penalties of perjury that the information I have provided in this application is true and accurate: Signature Date � -16 - '-P-0 /6 Title [Manager (If Corporation /LLC Representative) The Commonwealth of Massachusetts Alcoholic Beverages Control Commission - 239 Causeway Street Boston, MA 02114 + - www.mass.gov/abce ,r PERSONAL INFORMATION FORM Each individual listed in Section 10 of this application must complete this form. 11. LICENSEE INFORMATION: A. Legal Name of Licensee The Art Lounge LLC C. Address E. City /Town Reading F. Phone Number of Premise TBD PERSONAL INFORMATION: B. Business Name (dba) The Art Lounge on Haven D. ABCC License Number (If existing licensee) State MA Zip Code 01867 G. EIN of License A. Individual Name Robert S. Kajander B. Home Phone Number C. Address D. City /Town Reading State MA Zip Code 01867 E. Social Security Number F. Date of Birth G. Place of Employment Atlantic Framing Co., 78 Haven Street, Reading, MA 01867 3. BACKGROUND INFORMATION: Have you ever been convicted of a state, federal or military crime? Yes n No If yes, as part of the application process, the individual must attach an affidavit as to any and all convictions. The affidavit must include the city and state where the charges occurred as well as the disposition of the convictions. 4. FINANCIAL INTEREST: Provide a detailed description of your direct or indirect, beneficial or financial interest in this license. My spouse, Judy Barolak and I will be personally financing this business. I am a silent partner, thus not drawing a salary. I hereby swear under the pains and penalties of perjury that the information I have provided in this application is true and accurate: Signature NZ&V Date l Title Member (If Corporation /1-LC Representative) MA SOC Filing Number: 201470637950 Date: 2/27/2014 11:18:00 AM The Commonwealth of Massachusetts Minimum Fee: $50400_ s = °; William Francis Galvin k Secretary of the Commonwealth, Corporations Division lti One Ashburton Place, 17th floor Boston, MA 02108 -15123 Telephone: (617) 727 -9640 I yE fA {i Federal Employer Identification Number: rust be 9 digits); A� s f x 1. The exact name of the limited liability company is: THE ART LOUNGE LLC i yt 2a. Location of its principal office: 41 4 No. and Street: _ ^? h City or Town: READING State: MA Zip: 01867 Country: USA :E + �F 2b. Street address of the office in the Commonwealth at which the records will be maintained: iq E No. and Street: City or Town: READING State: MA Zip: 01867 Country: USAir% 3. The general character of business, and if the limited livability company is organized to render professional E service, the service to be rendered: r x TO ENGAGE IN THE BUSINESS OF PROVIDING ART CLASSES TO INCLUDE THE SALE OF FOO t D AND ALCOHOLIC AND BEVERAGES. TO ENTER INTO AND CONDUCT ANY OTHER LAWFU L BUSINESS OR ACTIVITY WHICH MAY BE CARRIED ON BY A LIMITED LIABILITY COMPAN Y UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS; INCLUDING WITHO UT LIMITATION MANAGING DISPOSING AND ACQUIRING OF REAL AND PERSONAL PROPE RTY. I 4. The latest date of dissolution, if specified: i � 5. Name and address of the Resident Agent: 1 Name: JUDY BAROLAK' No. and Street: : City or Town: READING State: MA Zip: 01867 Country: USA 1, JUDY BAROLAK resident agent of the above limited liability company, consent to my appointment as the f resident agent of the above limited liability company pursuant to G. L. Chapter 156C Section 12. 6. The name and business address of each manager, if any: is Title # Individual Name Address (no PO Box) First Middle Last Suffuc Address, City or Town State Zip Code l ... ..� _....... � ,.0 .... ,, M . F .. ..r . ....,, l MANAGER JUDY ANN BAROLAK I ....... . ......... ._. READING, MA 01867 USA �F 7. The name and business address of the person(s) in addition to the manager(s), authorized to execute k documents to be filed with the Corporations Division, and at least one person shall be named if there are no Iq managers. s'9 �� .... . ; Title Individual Name Address (no PO Box) 1 3 First Middle Last Suffix t Address City or Town State Zip Code .... ., ...._,.,.. { Y j E G 8. 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: I Title Individual Name ( Address (no PO Box) First Middle, Last Suffix i Address City or Town State Zip Code REAL PROPERTY JUDY ANN BAROLAK READING MA 01867 USA ' 3 9. Additional matters: F SIGNED UNDER THE PENALTIES OF PERJURY, this 27 Day of February, 2014, JUDY BAROLAK 3 (The certificate must be signed by the person forming the LLG) 7, © 2001 - 2014 Commonwealth of Massachusetts All Rights Reserved S9� MA SOC Filing Number: 201680208830 Date: 4/15/2016 11:37:00 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: April 15, 2016 11:37 AM WILLIAM FRANCIS GALVIN Secretary of the Commonwealth C42-� 78 Haven Street Existing Backroom Restroom Counter Area Q.ti.. 14' b" 610 sq. ft. (170 backroom, 440 front) f i le:78 H a ven St reet A l Ex i sti n g.a i 78 Haven Street Proposed Lock Wine Cabh Back Rest Bar WO Tat i4 610 sq. ft. (170 backroom, 440 front) f i l e:78 H a ve n St re et Al P ro p os ed. a i LEASE This Lease is made between LJH Realty Linden Street LLC ( "Lessor "), and The Art Lounge LLC dba The Art Lounge on Haven, ( "Tenant "). Tenant hereby offers to lease from Lessor the real property located at 78 HAVEN STREET, READING, MASSACHUSETTS, upon the following terms and conditions. (This document shall hereafter be referred to as the "Lease "). TERMS AND CONDITIONS 1. Description of Premises First floor interior commercial space, approximately 610 square feet, at 78 HAVEN STREET, READING, MASSACHUSETTS with a front entrance onto Haven Street and a rear entrance onto Brande Court with one parking 1 loading space for the exclusive use of the Tenant. ( "Premises ") 2. Term and Rent. Lessor leases to Tenant the above Premises for a term of two (2) years, commencing MAY 1, 2016 and terminating on APRIL 30, 2018. Paying the yearly sum of TEN THOUSAND SEVEN HUNDRED AND FORTY DOLLARS ($10,740.00) payable in equal monthly installments in advance on the first day of each month for that month's rental, during the term of this Lease at a flat and inclusive rate of EIGHT HUNDRED AND NINETY FIVE DOLLARS ($895.00) per month. 3. Care and Maintenance of Premises Tenant acknowledges that the Premises is in good order and repair. Tenant shall, at Tenant's own expense and at all times, maintain the Premises in good and safe condition, and shall surrender the same, at termination hereof, in as good condition as received, normal wear and tear excepted. Tenant shall also maintain in good condition such portions adjacent to the Premises, such as sidewalks and driveways. 7. Ordinances and Statutes. Tenant shall comply with all statutes, ordinances, regulations, covenants, conditions and requirements of all municipal, state and federal authorities pertaining to the Premises. 8. Useage Tenant will engage in the business of providing art studio classes to include the sale of alcoholic and beverages during such classes, as well as any other lawful business and activity which may be carried on under the laws of the Commonwealth of Massachusetts. 9. Assignment and Subletting. Tenant shall not assign this Lease or sublet any portion of the Premises without prior written consent of the Lessor. Any such assignment or subletting without consent shall be void and, at the option of the Lessor, may terminate this Lease. 10. Utilities. Tenant shall pay and be solely liable for utility charges as they become due, including those for gas, electricity, and telephone services. 11. Indemnification of Lessor. Lessor shall not be liable for any damage or injury to Tenant, or any other person, or to any property, occurring on the Premises or any part thereof, and Tenant agrees to indemnify and hold Lessor harmless from any claims for damages, no matter how caused, except for those caused by the sole negligence or sole willful or unlawful conduct of Lessor. 12. Insurance. Tenant, at Tenant's expense, shall maintain associated business and comprehensive liability insurances including bodily injury and property damage insuring Tenant and Lessor against all claims, loss or liability. 13. Interior Alteration. Tenant shall have the right to alter non - structural interior portions of the Premises at the Tenants's expense so long as Tenant obtains and maintains all necessary governmental permits and approvals. 14. Entire Agreement. The foregoing constitutes the entire agreement between the parties and may be modified only by a writing signed by both parties. In witness whereof, the parties have executed this instrument. Signed this day, A ril 7, 2016. Lessor: / /1 RENCE HODSON LJH REALTY LINDEN ST LLC, 21 ANGLEWOOD DR., N. READING, MA 01864 Tenant: JUDY BAROLAK, as manager of The Art Lounge THE ART LOUNGE LLC, 2 CENTER AVENUE, READING, MA 01867 JOHN J. WALSH INSURANCE AGENCY, INC. 87 Margin Street Salem, MA 01970 ajwalsh @walshinsurance.com I N S U R A N C E Phone: (978) 745 -3300 Fax: (978) 745 -9557 Enclosed you will find an annual admitted Liquor Liability quote for Judy Barolak. The quote number is MLQ016M0823 Version 2. Section I- Details the premiums, taxes and fees associated with this account. In addition, it provides the Underwriting Notes and covers any of the additional underwriting information that might be needed prior to binding or within 21 days of the inception date. Section II- Summarizes the locations, building information, property coverages, warranties, and the corresponding classifications with the exposures and rates. Section III- Lists the required coverage forms, notices, endorsements and exclusions. Section IV- Offers optional coverages that are available to the applicant but are not currently included in the quote. Section V- Provides the Direct Bill Payment Description. In addition we have included some materials that will assist in the evaluation of this offer of coverage. • A pre - filled application that includes the information you have already provided. • A Point of Sale piece that provides some claims scenarios this account may encounter and a coverage checklist that can be compared to the quotation of another carrier. The carrier will send you an invoice based on the terms reflected in this quote. This service is free of charge; no interest, no set -up fees and no installment charges apply. Payment is due to the carrier. Payment options available to you are: 1. Send the invoice remittance slip with payment to the lockbox address on their invoice 2. Pay online at <www.usli.com /ezpav >. 3. Pay by phone (automated system available 24/7) at 866 - 632 -2003 Your invoice will include a unique number that will allow you to register your policy at <www.usli.com /ezpav >. By registering your policy, you will have access to additional information as well as the option to set -up recurring payments. Recurring payments are a great way to minimize the possibility of your policy being cancelled or not renewed because payment was not received. We invite you to contact us to discuss the benefits of any coverages, the costs associated or simply to provide feedback! We welcome the opportunity to talk with you about this quote. Thank you for the opportunity to quote this account! Sincerely, Cover letter �an %5' This is your Official TIPS' Certification Card. Carry it with you as evidence of your skills and knowledge in the responsible sale and consumption of alcohol. Congratulations! By successfully completing the TIPS (Training for Intervention ProcedureS) program, you have taken your place in the forefront of a nationwide movement to reduce the tragedies resulting from the n-dsuse of alcohol. We value your participation in the TIPS program. You will help to provide a safer environment for your patrons, peers and/or colleagues by using the techniques you have learned and taking a positive approach towards alcohol use. If you have any information you think would enhance the TIPS program, or if we can assist you in any way, please contact us at 703 - 524 -1200. Thank you for your dedication to the responsible sale and consumption of alcohol. Sincerely, L4 Adam F. Chafetz President, HCI IMPORTANT: Keep a copy of this card for your records. Write down your certification number because you will need it when contacting TIPS. For assistance or additional information, contact Health Communications, Inc. by using the information provided on the reverse side of your certification card. There is a minimal charge for a replacement card if your original card becomes last, damaged or stolen. • eTIPS On Premise 2.0 SSN: XXX XX_XXXX Issued: 6 /3/2015 Expires: 6/3/2018 ID#: 4001692 D.O.B.: XX/XX/XXXX JudyA Barolak 2 Center Ave Reading, MA 01867 -3528 For service visit us online at www.gettips.com meTiPS On Premise 2.OSSN: XXX- XX -XXXX Issued 3/10/2016 Expires: 3/10/2019 ID#: 4203664 D.O.B.: XXIXWXXXX Robert S Kajander Atlantic Framing Company Art Lounge 2 Center Ave Reading, MA 01867 -3528 For service visit us online at www.gettips.com �'l -30 William Francis Galvin Secretary of the Commonwealth 'Aae�o A' , 00&0/z/, 02/33 April 15, 2016 TO WHOM IT MAY CONCERN: I hereby certify that a certificate of organization of a Limited Liability Company was filed in this office by THE ART LOUNGE LLC in accordance with the provisions of Massachusetts General Laws Chapter 156C on February 27, 2014. I further certify that said Limited Liability Company has filed all annual reports due and paid all fees with respect to such reports; that said Limited Liability Company has not filed a certificate of cancellation or withdrawal; and that said Limited Liability Company is in good standing with this office. I also certify that the names of all managers listed in the most recent filing are: JUDY BAROLAK I further certify, the names of all persons authorized to execute documents filed with this office and listed in the most recent filing are: JUDY BAROLAK The names of all persons authorized to act with respect to real property listed in the most recent filing are: JUDY BAROLAK In testimony of which, I have hereunto affixed the Great Seal of the Commonwealth on the date first above written. Secretary of the Commonwealth Processed By:nem ���� LEGAL NOTICE TOWN OF READING To the Inhabitants of the Town of Reading: Please take notice that the Board of Selectmen of the Town of Reading will hold .a public hearing on May 3, 2016 at .9:15 p.m. in the Selectmen's Meeting Room, 16 Lowell Street, Reading, Massachusetts on the trans- fer of an All Alcohol Package Store License from Bus& Reading Liquors,.lnc. to HT Reading Liquors, LLC, 345 Main Street, Reading, Massachusetts' A copy of the proposed document regarding this topic is available in the Town Manager's office, 16 Lowell Street, Reading, MA, M -W- Thurs from 7:30 a.m. - 5:30 p.m., Tues. from 7:30 a.m. - 7:00 p.m. and is attached to the hearing notice on the web - site at www.readingma.gov All interested parties are invited to, attend the hearing, or may submit their comments in writing or by email prior to 6:00 p.m. on May 3, 2016 to townmanagerC ci.reading.ma .us By order of Robert W. LeLacheur Town Manager 5ho The Commonwealth of Massachusetts Alcoholic Beverages Control Commission 239 Causeway Street Boston, MA 02114 www.mass.gov/abcc RETAIL ALCOHOLIC BEVERAGES LICENSE APPLICATION MONETARY TRANSMITTAL FORM APPLICATION SHOULD BE COMPLETED ON -LINE, PRINTED, SIGNED, AND SUBMITTED TO THE LOCAL LICENSING AUTHORITY. ECRT CODE: RETA CHECK PAYABLE TO ABCC OR COMMONWEALTH OF MA: $200.00 (CHECK MUST DENOTE THE NAME OF THE LICENSEE CORPORATION, LLC, PARTNERSHIP, OR INDIVIDUAL) CHECK NUMBER IF USED EPAY, CONFIRMATION NUMBER A.B.C.C. LICENSE NUMBER (IF AN EXISTING LICENSEE, CAN BE OBTAINED FROM THE CITY) 101600009 LICENSEE NAME HT Reading Liquors, LLC ADDRESS 345 Main Street CITY /TOWN Reading STATE MA ZIP CODE 01867 TRANSACTION TYPE (Please check all relevant transactions): ❑ Alteration of Licensed Premises ❑ Cordials /Liqueurs Permit ❑ New Officer /Director ❑X 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 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 Commonwealth of Massachusetts Alcoholic Beverages Control Commission 239 Causeway Street, First Floor Boston, MA 02114 PETITION FOR TRANSFER OF OWNERSHIP, TRANSFER OF STOCK, NERFACE &! PM . 3* 49 DIRECTOR(S), STOCKHOLDER(S) AND LLC MANAGER(S) 0 16 00009 READING ABCC License Number City/Town The licensee A• Busa Reading Liquor s, nc . and the proposed transferee B respectfully petition the Licensing Authorities to approve the following transfer of ownership. Any Corporation, LLC or Association, Partnership, Individual, Sole Proprietor Listed in box (A.) must submit a certificate of good standing from the Massachusetts Department of Revenue (DOR). 9 Is the PRESENT licensee a Corporation /LLC listed in box (A.), duly registered under the laws of the Commonwealth of Massachusetts? RI Yes n No If YES, please list the officers, directors and stockholders, their residences, and shares owned by each. Name Title Address Stock or % Owned Daniel P. Busa Jr Pres., T'rea&. 133 Massachusetts Ave.Lexi:ngton MA 100 Michael E Rubin Director 800 Boylston Street, Boston MA -0- is the PROPOSED transferee a Corporation /LLC listed in box (B.), duly registered under the laws of the Commonwealth of Massachusetts? Yes ❑ No TO: (Place an * before the name of each DIRECTOR /LLC Manager.) Name Title Address Stock or % Owned Tarak, Patel Manager Member Signatory 9 CHaus_s.e Dr., Methuen _. Hiram Patel Member! ignator es Newport unit Chicago IL 50% The above named proposed transferee hereby SIGNATURE OF LAST- APPROVED LICENSEE: SIGNATURE OF PROPOSED TRANSFEREE: 3 r %f6 SA3 APPLICATION FOR RETAIL ALCOHOLIC BEVERAGE LICENSE City/Town READING 1. LICENSEE INFORMATION: A. Legal Name /Entity of Applicant:(Corporation, LLC or Individual) HT READING LIQUORS, LLC B. Business Name (if different) : WINE & SPIRITS !� C. Manager of Record: TARAK PATEL ^� D. ABCC License Number (for existing licenses only) : N/A E.Address of Licensed Premises 345 MAIN STREET City/Town: READING State: MA Zip: 01867 F. Business Phone: 781 - 944 -7474 G. Cell Phone: 'I H. Email: I. Website: NA !.Mailing address (if different from E.): SAME City/Town: F State: = Zip: I I TRANSACTION: ❑ New License ❑ New Officer /Director ❑ Transfer of Stock ❑ Issuance of Stock ❑ Pledge of Stock . Q Transfer of license ❑ New Stockholder ❑ Management /Operating Agreement ❑ Pledge of License le following transactions must be processed as new licenses: ❑ Seasonal to Annual ❑ (6) Day to (7) -Day License ❑ Wine & Malt to All Alcohol IMPORTANT ATTACHMENTS (1): The applicant must attach a vote of the entity authorizing all requested transactions, including the appointment of a Manager of Record or principal representative. 3. TYPE OF LICENSE: ❑ §12 Restaurant ❑ §12 Hotel ❑ §12 Club ❑ §12 Veterans Club ❑ §12 Continuing Care Retirement Community ❑ §12 General On- Premises ❑ §12 Tavern (No Sundays) ❑X §15 Package Store 4. LICENSE CATEGORY: ❑X All Alcoholic Beverages ❑ Wines & Malt Beverages ❑ Wines ❑ Malt ❑ Wine & Malt Beverages with Cordials /Liqueurs Permit 5. LICENSE CLASS: ❑ Annual ❑ Seasonal SO 6. CONTACT PERSON CONCERNING THIS APPLICATION (ATTORNEY IF APPLICABLE) NAME: I Thomas W Fothergill ADDRESS: 1 80 Maple Street CITY /TOWN: Stoneham STATE: CONTACT PHONE NUMBER: _ FAX NUMBER EMAIL: I thomasfothergill @msn.com 7. DESCRIPTION OF PREMISES: ZIP CODE: 02180 781- 438 -9122 Please provide a complete description of the premises. Please note that this must be identical to the description on the Form 43. Your description MUST include number of floors number of rooms on each floor, any outdoor areas to be included in licensed area and total square footage. i.e.: "Three story building, first floor to be licensed, 3 rooms, 1 entrance 2 exits (3200 sq ft); outdoor patio (1200 sq ft); Basement for storage (1200 sq ft). Total sq ft = 5600." The premises are located in a shopping plaza and consist of a main selling floor with an office area and storage area not accessible to the public but accessible from the.selling floor area. Floor plan attached. Total Square Footage: 5668 Number of Entrances: i Number of Exits: �__ ._... 2 _I Occupancy Number: Seating Capacity: NA IMPORTANT ATTACHMENTS (2): The applicant must attach a floor plan with dimensions and square footage for each floor & room. OCCUPANCY OF PREMISES: By what right does the applicant have possession and /or legal occupancy of the premises? Please select lessee IMPORTANT ATTACHMENTS (3): The applicant must submit a copy of the final lease or documents evidencing a legal right to occupy the premises. Other: Landlord is a(n): Please Select limited liabilit compan Other: Name: Linear Retail Reading #1 LLC Phone: Address: Five Burlington Woods Dr City /Town: Burlington State: Zip: Initial Lease Term: Beginning Date 4/1/2008 Ending Date 9/30/201 Renewal Term: five years i Options /Extensions at: 5 Years Each Rent: 1 $102,02 Per Year Rent: I 8,502 Per Month Do the terms of the lease or other arrangement require payments to the Landlord based on a percentage of the alcohol sales? Yes F� No)E] If Yes, Landlord Entity must be listed in Question # 10 of this application. If the principals of the applicant corporation or LLC have created a separate corporation or LLC to hold the real estate, the applicant must still provide a lease between the two entities. �%r! 9. LICENSE STRUCTURE: The Applicant is a(n): Please select LLC Other If the applicant is a Corporation or LLC, complete the following: Date of Incorporation /Organization: 10/02/2015 State of Incorporation /Organization: Massachusetts. Is the Corporation publicly traded? Yes © No)M 10. INTERESTS IN THIS LICENSE: List all individuals involved in the entity (e.g. corporate stockholders, directors, officers and LLC members and managers) and any person or entity with a direct or indirect, beneficial or financial interest in this license. IMPORTANT ATTACHMENTS (4): A. All individuals or entities listed below are required to complete a Personal Information Form. B. All shareholders, LLC members or other individuals with any ownership in this license must complete a COR -Release Form (unless they are a landlord entity) Name All Titles and Positions Specific % Owned Other Beneficial Interest Tarak Patel Manager 'f!. ! Member Signatory 50.00% Hiram Patel Member Signatory 50.00% *If additional space is needed , p ease use last page. 11. EXISTING INTEREST IN OTHER LICENSES: Does any individual listed in §10 have any direct or indirect, beneficial or financial interest in any other license to sell alcoholic beverages? Yes ® No 0 if yes, list said interest below: Name License Type Licensee Name & Address Hiram Patel7l. Please Select Package Main St Liquors, 391 Main St TvwksburyYl KA AHPP Corpotation Hiram Patel Please Select package T Pue Package, 362 Lowell Sti bthuen MA Hiram Patel Please Select package Plaza Liquors, 1 $2 Eaverhill St Methuen MA _ Havan LLC Tarak Patel Please Selectpackage Lowell Liquors, 638 Rogers St Lowell MA Please Select J (� Please Select *If additional space is needed, please use last page. 12. PREVIOUSLY HELD INTERESTS IN OTHER LICENSES: Has any individual listed in §10 who has a direct or indirect beneficial interest in this license ever held a direct or indirect, beneficial or financial interest in a license to sell alcoholic beverages, which is not presently held? Yes ❑ NoU If yes, list said interest below: Name Licensee Name & Address Date Reason Terminated Reason of Suspension, Revocation or Cancellation F ease Select Please Select FPlease Select 13. DISCLOSURE OF LICENSE DISIPLINARY ACTION: Have any of the disclosed licenses to sell alcoholic beverages listed in §11 and /or §12 ever been suspended, revoked or cancelled? Yes © No FKIIf yes, list said interest below: Date License Reason of Suspension, Revocation or Cancellation 14. CITIZENSHIP AND RESIDENCY REQUIREMENTS FOR A ( §15) PACKAGE STORE LICENSE ONLY: A.) For Individual(s): 1. Are you a U.S. Citizen? Yes No 2. Are you a Massachusetts Residents? Yes No B.) For Corporation(s) and LLC(s) : 1. Are all Directors /LLC Managers U.S. Citizens? Yes No 2. Are a majority of Directors /LLC Managers Massachusetts Residents? 50 /50Yes ❑ No 3. Is the License Manager a U.S. Citizen? Yes ® No C.) For Individual(s), Shareholder(s), Member(s), Director(s) and Officer(s): 1.. Are all Individual(s), Shareholders, Members, Directors, LLC Managers and Officers involved at least twenty -one (21) years old? Yes )M No 15. CITIZENSHIP AND RESIDENCY REQUIREMENTS FOR ( §12) RESTAURANT, HOTEL, CLUB, GENERAL ON PREMISE, TAVERN, VETERANS CLUB LICENSE ONLY: A.) For Individual(s): 1. Are you a U.S. Citizen? Yes © No B.) For Corporation(s) and LLC(s) 1. Are a majority of Directors /LLC Managers NOT U.S. Citizen(s)? Yes No 2. Is the License Manager or Principal Representative a U.S. Citizen? Yes © No C.) For Individual(s), Shareholder(s), Member(s), Director(s) and Officer(s): 1.. Are all Individual(s), Shareholders, Members, Directors, LLC Managers and officers involved at least twenty -one (21) years old? Yes No l i •-� 16. COSTS ASSOCIATED WITH LICENSE TRANSACTION: A. Purchase Price for Real Property: B. Purchase Price for Business Assets: C. Costs of Renovations /Construction D. Initial Start -Up Costs: E. Purchase Price for Inventory: F. Other: (Specify) G: TOTAL COST H. TOTAL CASH I. TOTAL AMOUNT FINANCED NA� $565,000 NA $10,000 (est) $$225,000 (est) NA $800,000 $236,000 $564,000 IMPORTANT ATTACHMENTS (5): Any individual, LLC, corporate entity, etc. providing funds of $50,000 or greater towards this transaction, must provide proof of the source of said funds. Proof may consist of three consecutive months of bank statements with a minimum balance of the amount described, a letter from your financial institution stating there are sufficient funds to cover the amount described, loan documentation, or other documentation. The amounts listed in subsections (H) and (1) must total the amount reflected in (G). 17. PROVIDE A DETAILED EXPLANATION OF THE FORM(S) AND SOURCE(S) OF FUNDING FOR THE COSTS IDENTIFIED ABOVE (INCLUDE LOANS, MORTGAGES, LINES OF CREDIT, NOTES, PERSONAL FUNDS, GIFTS): Cash funding will come from the managers of the applicant LLC. Bank funding-th -trough Enterprise Bank will provide a loan of 60% of the $565,000 purchase price and owner will finance inventory purchase. *If additional space is needed, please use last page. 18. LIST EACH LENDER AND LOAN AMOUNT(S)FROM WHICH "TOTAL AMOUNT FINANCED "NOTED IN SUB - SECTIONS 16(I) WILL DERIVE: A Name Dollar Amount Type of Financing Enterprise Bank $339,000.00 business loan Busa Reading Liquors, Inc $225,000.00 (est) business loan J,f. additional space is needed, please use last page. B. Does any individual or entity listed in §17 or §18 as a source of financing have a direct or indirect, beneficial or financial interest in this license or any other license(s) granted under Chapter 138? Yes ❑ No)q] Current licensee will have no interest in this license If yes, please describe: �vl ... 19. PLEDGE: (i.e. COLLATERAL FOR A LOAN) A.) Is the applicant seeking approval to pledge the license? ® Yes ❑ No 1. If yes, to whom: Enterprise Bank 2. Amount of Loan: $339,000.00 3. Interest Rate: �� 4. Length of Note: 5. Terms of Loan : B.) if a corporation, is the applicant seeking approval to pledge any of the corporate stock? ❑ Yes ❑ No 1. If yes, to whom: 2. Number of Shares: C. ) Is the applicant pledging the inventory? U Yes ❑ No If yes, to whom: Busa Reading Liquors, Inc. IMPORTANT ATTACHMENTS (6): If you are applying for a pledge, submit the pledge agreement, the promissory note and a vote of the Corporation /LLC approving the pledge. 20. CONSTRUCTION OF PREMISES: Are the premises being remodeled, redecorated or constructed in any way?-If YES, please provide a description of the work being performed on the premises: ❑ Yes f] No 21. ANTICIPATED OPENING DATE: Within 7 days of ABCC approval of transfer IF ALL OF THE INFORMATION AND ATTACHMENTS ARE NOT COMPLETE RETURNED. S-A q The Commonwealth of Massachusetts _- Alcoholic Beverages Control Commission - 239 Causeway Street Boston, MA 02114 www.mass.gov/abcc MANAGER APPLICATION All proposed managers are required to complete a Personal Information Form, and attach a copy of the corporate vote authorizing this action and appointing a manager. 1. LICENSEE INFORMATION: Legal Name of Licensee: HT Reading Liquors LLC I Business Name (dba): Wine & Spirits Address: 9 Chausse Drive City /Town: Methuen State: MAA Zip Code: 01844 —1 ABCC License Number: Phone Number of Premise: 7$1 -944 -7474 (If existing licensee) 2. MANAGER INFORMATION: A. Name: Taralc Patel B. Cell Phone Number: 978 - 590 -2918 C. List the number of hours per week you will spend on the licensed premises: 40 3. CITIZENSHIP INFORMATION: A. Are you a U.S. Citizen: Yes n No R B. Date of Naturalization: F C. Court of Naturalization: (Submit proof of citizenship and /or naturalization such as U.S. Passport, Voter's Certificate, Birth Certificate or Naturalization Papers) 4. BACKGROUND INFORMATION: A. Do you now, or have you ever, held any direct or indirect, beneficial or financial i 0 s in a license to sell alcoholic beverages? Yes No If yes, please describe: B. Have you ever been the Manager of Record of a license to sell alcoholic beverages that has been suspended, revoked or cancelled? Yes NoU If yes, please describe: C. Have you ever been the Manager of Record of a license that was issued by this Commission? Yes ® No If yes, please describe: D. Please list your employment for the past ten years (Dates, Position, Employer, Address and Telephone): Actuarial analyst for The Segal Company from 9/2012 — date Associate at Structured Finance Group from 6/2010- 9/2012 Employed also at Lowell Liquors, 638 Rogers St Lowell MA I hereby swear under the pains Signature 1 have provided in this application is true and accurate: Date F �� The Commonwealth of Massachusetts Alcoholic Beverages Control Commission 239 Causeway Street Boston, MA 02114 www. mass. ov/abcc PERSONAL INFORMATION FORM Each individual listed in Section 10 of this application must complete this form. 1. LICENSEE INFORMATION: A. Legal Name of Licensee T Reading Liquors LLC C. Address F 9 CHausse Drive E. City/Town Methuen F. Phone Number of Premise 781- 944 -7474 2. PERSONAL INFORMATION: -71 B. Business Name (dba) �— Wine & Spirits D. ABCC License Number i ®1 (o 0wo I (If existing licensee) — State Zip Code 01844 G. EIN of License I I A. Individual Name Patel B. Home Phone Number -1 C. Address 9 CHausse Drive D. City /Town Methuen State Zip Code 01844 :1 E. Social Security Number �— F. Date of Birth �— G. Place of Employment 3. BACKGROUND INFORMATION: Have you ever been convicted of a state, federal or military crime? yes ❑ No}❑ If yes, as part of the application process, the individual must attach an affidavit as to any and all convictions. The affidavit must include the city and state where the charges occurred as well as the disposition of the convictions 4. FINANCIAL INTEREST: Provide a detailed description of your direct or indirect, beneficial or financial interest in this license. I have a 50% ownership interest in the LLC which is applying for this license I hereby swear under the pains and penalties of perjury that the information i have provided in this application is true and accurate: Signature Date �— sA V The Commonwealth of Hassuchuserts Alcoholie Beveragges Control Commission 239 Otuseway Street Basion, .41A 02114 PERSONAL INFORMATION FORM Each individual listed in Section 10 of this application must complete this form. 1. LICENSEE INFORMATION: I A. Legal Name of Licensee I kiT— 4&w) tiG U LL� C. Address F—�'CKOV-S!�%L ok E. City/Town Kun-vv uc- &J F. Phone Number of Premise -7 INFORMATION B. Business Name (dba) D. ABCC License Number (If existing licensee) State Zip Code G. EIN of License A. Individual Name B. Home Phone Number C. Address E D. City/Town -A State Zip Code E. Social Security Number F. Date of Birth G. Place of Employment 3. BACKGROUND INFORMATION: Have you ever been convicted of a state, federal or military crime? Yes 0 No IV' If yes, as part of the application process, the Individual must attach an affidavit as to any and all convictions. The affidavit must Include the city and state where he charges 0"Airr 4. FINANCIAL INTEREST: Provide a detailed description of your direct or indirect, beneficial or financial interest in this license. 5-0 b / hereby swear under the pains and penalties of perjury that the information I have provided in this application is true and accurate: Date Signature D t e E4 Title (if Corporation/LLC Representative) APPLICANT'S STATEMENT Tara Pate the: Fsole proprietor; F partner; Fcorporate principal; El LLC /LLP member Authorized Signatory of I HT Reading Liquors LLC , hereby submit this application for I all forms package store license Name of the Entity /Corporation Transaction(s) you are applying for (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) I 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, I must notify the Licensing Authorities of any change in the Application information as approved by the Licensing Authorities. I understand that failure to give such notice to the Licensing Authorities may result in sanctions including revocation of any license for which this Application is submitted; (5) 1 understand that the licensee will be bound by the statements and representations made in the Application, including, but not limited to the identity of persons with an ownership or financial interest in the license; (6) 1 understand that all statements and representations made become conditions of the license; (7) 1 understand that any physical alterations to or changes to the size of, the area used for the sale, delivery, storage, or consumption of alcoholic beverages, must be reported to the Licensing Authorities and may require the prior approval of the Licensing Authorities; (8) 1 understand that the licensee's failure to operate the licensed premises in accordance with the statements and representations made in the Application may result in sanctions, including the revocation of any license for which the Application was submitted; and (9) 1 understand that any false statement or misrepresentation will constitute cause for disapproval of the Application or sanctions including revocation of any license for which this Application is submitted. Signature: a Date: Title: Manager Sl,i3 February 24, 2016 HT Reading_ Liquors LLC 9 Chausse Drive Methuen,. MA 01844 Dear Hiram: We are pleased to confirm approval of your request for a commercial loan (the "Loan ") to be used in connection with the purchase all of business assets of Busa's Reading Liquors, Inc. Enterprise Bank and Trust Company (the `Bank ") will fund the Loan subject to the following terms and conditions. As utilized herein, "Borrower" shall include any and all Borrowers, Co- Borrowers, and Guarantors unless specifically noted otherwise. Borrowers: HT Reading Liquors LLC Guarantors: Hiram Patel Tarak Patel Loan Amount:. $345,000.00 Disbursements: The proceeds of this Loan shall be advanced at closing. Interest Rate and Interest Rate Adjustment: The note shall bear an interest rate of 5.750% for the life of the loan. Term and Amortization: The note will be on demand. Until the note is demanded, for any reason whatsoever as set forth in the Loan documents, payments will be principal and interest monthly based on a 60 month amortization. Loan Origination Fee: An Origination Fee of $1,725.00 shall be due and, payable at the time of closing. Late Charlie: If any payment of principal and/or interest due under the note is delinquent for more than fifteen .(15) days, an amount equal to five percent (5 %) of the amount of such delinquent payment or the maximum allowed permitted by state regulation shall be assessed as a late charge. Prepayment: The entire principal balance of the note may be paid in full without a prepayment fee. Collateral Securitv: Real Estate: A third real estate mortgage on: 9 Chausse Drive,'Methuen, MA 01844 owned by Bharat and Mina Patel. 222 Merrimack Street, Lowell, MA 01852 • Phone: 978- 459 -9000 • Fax: 978 -441 -9083 • www.EnterpriseBanking.com� /� Massachusetts General Laws Chapter 21E or Similar State Statutes: Not Required. Appraisal: On file. UCC: A security interest in all assets owned by HT Reading Liquors LLC, Deposit Relationship: Borrower shall maintain its primary depository relationship with the Bank during the term of this obligation. Insurance: Borrower shall provide a prepaid fire insurance binder, insuring the property in an amount equal to full replacement cost, with agreed amount endorsement. Such insurance shall include coverage for loss of rents for at least one year in the event of casualty (if applicable). Borrower shall maintain comprehensive general liability insurance with a broad form endorsement, all in such form, amounts and with insurers satisfactory to the Bank. The Borrower shall provi& an acceptable insurance policy in the amount of $345,000.00 or evidencing 100 % guaranty replacement covering all non -real estate assets specified in the Collateral security section of this letter. All policies shall be written in amounts and with companies satisfactory to the Bank, and shall contain such provisions as the Bank deems necessary or desirable to protect its interest. The Bank shall be named as mortgagee /loss payee on all policies. Title Insurance: A title insurance policy satisfactory to the Bank shall be required on 9 Chausse Drive, Methuen, MA 01844. Flood Insurance: In the event that flood insurance is required, the Bank will require flood insurance to be written by a company, on such terms; in such form and for such periods and amounts are satisfactory to the Bank. Attorney Certifications: Title to the property will be examined and certified to the Bank by Bank Counsel, TBD. Bank Counsel must certify good, clear, record, marketable title of the property to the bank subject only to the mortgage given to the Bank and any other permitted record exceptions. Bank Counsel shall further certify that the property is in compliance with al I applicable zoning laws and regulations, and that certificates of occupancy, if applicable, have been issued to permit the lawful use of the premises. The responsibility of Bank Counsel is to represent and protect the interests of the Bank. You may, at your own expense, engage an attorney of your own selection to represent your own interest in this transaction. Hazardous Materials: The Borrower shall be responsible for keeping the mortgaged premises free and clear of all oil and hazardous materials and in compliance with all applicable State and Federal Regulations daring the time the Loan is outstanding. Expenses, Fees, Charges: Whether or not this commitment letter is terminated for any reason and whether or not the Loan closes, Borrower agrees to pay and reimburse the Bank for any and all costs incidental to the contemplated loan transaction, including without limitation all customary and reasonable expenses incurred in connection with the processing and/or consummation of the Loan. Borrower agrees to indemnify and hold the Bank harmless from and against all claims for brokerage or other commissions relating to the Loan. Inspections/Reappraisal: The Bank or its authorized agent may inspect or reappraise the property during normal business hours during the period the Loan is outstanding. The Bank reserves the right to request additional collateral in the event the loan is in default. If the borrower fails to provide said collateral, the bank at its option may accelerate the note. The Borrowers shall reimburse the Bank for costs incurred by it in making such inspections or reappraisal. sties Financial Statements: On an annual basis the Borrower shall furnish the Bank with financial statements satisfactory to the Bank, including a balance sheet, A/P & AIR aging's, profit & loss statement, personal financial statement and personal tax return as applicable within ninety (90) days of the fiscal year end. If the Bank determines there is a material adverse change in the Borrowers financial condition the Bank may request financial information on a more frequent basis. Transfer of Borrower's Interest: Neither this commitment letter nor any collateral for the Loan shall be assigned or transferred by the Borrower nor may there be any sale or transfer of ownership of any interest in the Borrower without the Bank's prior expressed written approval. No additional mortgage or other encumbrance on the property shall be allowed without the Bank's prior written approval. Representations: All representations made by the Borrower to the Bank in the Loan applications or otherwise with respect to obtaining the Loan shall be deemed to be material and relied upon by the Bank in issuing this commitment and shall survive the closing of the Loan. If in the Bank's opinion, exercising prudent banking and underwriting judgment, there shall be any material adverse change or discovery in any parts upon which the Bank has relied in making this commitment, the Bank shall have the right to rescind the commitment and not close the Loan. Meaninz of the Commitment Letter: There are no agreements or commitments, either written or verbal, by the Bank which are not contained in this commitment letter. This commitment letter, including other agreements referred to herein, constitute the entire agreement between the parties, incorporates and/or rescinds all prior agreements relating to the subject matter hereof, cannot be changed or terminated orally, and shall be deemed effective as of the date it is accepted by the Bank in writing. Amendment & Assignability of Commitment Letter: This commitment letter may be amended, extended or assigned only by written instrument executed and delivered by the Bank and the Borrower. Laws of Massachusetts: Except as otherwise required by applicable conflict of law principles, this commitment letter and all rights, duties, and obligations arising here from shall be construed in accordance with the laws of the Commonwealth of Massachusetts. The Borrower submits itself /themselves to the jurisdiction of the Courts of said Commonwealth for all purposes with respect to this commitment letter and the Borrower's relationship with the Bank. Approvals: The Bank or its counsel may require such further instruments, documents or assurances as they may deem necessary to protect the interests of the Bank. Loan Settlement Charles: Origination Fee $1,725.00 Appraisal. Fee Paid Flood Certification Fee $75.00 Tax Service Fee $182.00 UCC Filing. Fee $23.50 Document. Preparation Fee $300.00 Real Estate Tax Escrow Payable at closing in an amount sufficient to pay the next bill plus a two - month reserve. The next quarter taxes must be paid at closing if they are due within 30 days from the closing date. Legal /Recording & Other Costs Payable at closing. Prepaid Interest To be determined prior to closing. Acceptance and Loan Closing This commitment letter shall expire if not signed and accepted by you and received by the Bank on or before. March 15, 2016. If the Loan closing does not occur on or before April 22, 2016 the commitment may, at the option of the Bank, be rescinded. All terms, conditions and representations set forth in this letter shall survive the closing and remain in full force and effect throughout the term of the Loan. We are very pleased to be able to offer this financing to you and we look forward to working with you. Very % truly yours, William J Collins Commercial Lender The undersigned hereby accept this commitment letter and agree to the terms and conditions thereof. Borrowers HT Reading Liquors LLC By: Date: Hiram. Patel, Soo Signatory By: Date: Tarak Patel, Soo Signatory Guarantors By: Hiram Patel, Individually By: Tarak Patel, Individually Date: Date: 4 S Aa AMENDED AND RESTATED ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the "Agreement ") made effective this day of March, 2016 by and between BUSA READING LIQUORS, INC., a Massachusetts corporation with a mailing address at 133 Massachusetts Avenue, Lexington, MA 02420 (the "Seller ") and HT READING LIQUORS LLC, a Massachusetts organized limited liability company, mailing address of 9 Chausse Drive, Methuen, MA 01844, or nominee (jointly and severally, the "Buyer "). RECITAL OF FACTS WHEREAS, Seller is the operator of a retail liquor store located at 345 Main Street, Reading, MA 01867 (the "Store ") operating under the name "BUSA WINE & SPIRITS" and Buyer is purchasing the Store and related business (the "Business "), subject to the terms, covenants and agreements hereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenants herein contained, for good and valuable consideration, the sufficiency of which is hereby acknowledged, Seller and Buyer agree as follows: 1. PURCHASE AND SALE OF ASSETS. a. Business Assets. Subject to the terms and conditions of this Agreement, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase, accept assignment and acquire from Seller, all of Seller's right, title and interest in and to the assets used in the operation of the Store, as more specifically set forth in Exhibit A attached hereto, and all goodwill in the Business (collectively, the "Business Assets "), except the Excluded Assets (as defined below). b. Excluded Assets. Notwithstanding Section 1(a) above, Seller shall retain the following assets which are excluded from this sale (collectively, the "Excluded Assets "): i. All of Seller's accounts receivable accrued through the Closing; ii. All of Seller's business bank accounts and cash on hand as of the Closing; and iii. All of Seller's prepaid fees and deposits for utility services, insurance, licenses and other such fees and deposits, as set forth on Exhibit B hereto. 2. BILL OF SALE. The Business Assets shall be conveyed to Buyer at the Time for Performance as herein provided by a Bill of Sale and/or 1908558v4/19338 -3 Page 1 (� Assignment(s) (collectively, the "Bill of Sale ") conveying good and clear record and marketable title, free from all encumbrances, unless otherwise expressly assumed by Buyer. Buyer agrees that the Seller may use the proceeds from the Cash Purchase Price to pay off encumbrances on the Business Assets at Closing. 3. CASH PURCHASE PRICE FOR BUSINESS ASSETS. a. Cash Purchase Price. The agreed cash purchase price for the Business Assets is Five Hundred Sixty Five Thousand Dollars ($565,000.00) (the "Cash Purchase Price "), of which: $ 5,000.00 was paid as a deposit as of September 28, 2015 (the "Offer Deposit") $ 52,500.00 has been paid as a deposit this. day (the "APA Deposit" and together with the Offer Deposit, the "Deposit') $507,500.00 is to be paid by Buyer at Closing $565,000.00 Total b. Allocation of Purchase Price. The Purchase Price shall be allocated among the Business Assets by mutual agreement at the Closing (the "Allocations " }. Seller and Buyer agree to be bound by the Allocations and to complete and attach Internal Revenue Form 8594 to their respective federal income tax returns to reflect the Allocations in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"). Buyer shall file all tax returns (including amended tax returns and claims for refunds) in a manner consistent with this Section 3(b) and shall not take any position inconsistent with the Allocations unless required to do so in accordance with a "determination" as defined in Section 1313(a)(i) of the Code or as otherwise required by Law; rop vided, however, that the tax basis in the Business Assets may exceed the total amount allocated in order to reflect Buyer's capitalized transaction costs not included in the Cash Purchase Price included in amount realized, and Seller's amount realized may be less than the total amount allocated in order to reflect Seller's transaction costs. 4. INVENTORY AND NOTE PURCHASE PRICE. a. In conjunction with the sale of the Business, including the Store, and in addition to the above referenced Cash Purchase Price, Buyer shall purchase all inventory of Seller in existence on the last day of business prior to the Time for Performance (the "Inventory') for a purchase price (the "Note Purchase Price ") equal to the (a) the aggregate then sales price of such Inventory, less (b) twenty -five (25 %) percent of such aggregate then sales Page 2 1908558v4/19338 -3 price of such Inventory, less (c) the aggregate required deposits on such Inventory. Buyer and Seller shall take a physical inventory of the Inventory at noon on the last day on which the Store is open for business prior to the Closing Date and no Inventory shall be transferred to or from the Store upon completion of the Inventory process, unless otherwise agreed by the parties hereto prior to taking such Inventory. b. At the Closing, Buyer execute and deliver to the Seller a promissory note in the principal amount equal to the Note Purchase Price and in a form as is attached as Exhibit C and made a part hereof (the "Note "), but which terms shall include, without limitation, that principal shall accrue interest at a fixed rate per annum equal to seven (7.0 %) percent, with payment of principal, plus accrued interest, payable in equal monthly installments based upon a two (2) year principal amortization schedule. The maturity date of the Note shall be two (2) years from the Closing Date. In addition, the Note shall be secured by a first priority lien in favor of the Seller in and to all assets of the Buyer used in connection with the Store, whether now owned or hereafter acquired or by other collateral approved by the Seller. At the Closing, the Buyer shall execute and deliver to the Seller a security agreement in a form that is mutually acceptable to the parties in their commercially reasonable discretion (the "Security Agreement ") and UCC Financing Statements. At Closing, Tarak Patel and Hiram Patel shall execute and deliver to the Seller personal Guaranties of the payment and performance of the new Buyer under the Note. (Guarantees attached as Exhibit D . TRANSFER OF LICENSES, PERMITS, LEASE AND CONTRACTS. a. Contracts. At or prior to the Time for Performance, Seller shall convey to Buyer any and all then existing contracts related to the operation of the Business (to the extent that the same are assignable by Seller to Buyer). b. Licenses. At or prior to the Time for Performance, Seller shall convey to Buyer any and all then existing licenses and permits to operate the Business (the "Licenses "), including the liquor license issued on November 8, 2014 (the "Liquor License "), to the extent assignable or transferable to Buyer. Buyer and Seller acknowledge that the transfer, assignment and obtaining of the Liquor License and other Licenses may be subject to regulatory approval from the Licensing Board for the Town of Reading, the Commonwealth of Massachusetts Alcoholic Beverages Control Commission and all other governmental or quasi - governmental bodies having jurisdiction. Buyer and Seller shall, within ten (10) days of the date hereof, apply for transfer of the Liquor License and for any other Licenses held by the Seller and Buyer shall use its best efforts to effectuate such transfer. Buyer shall pay all required fees, costs and expenses associated with the transfers of all Licenses referenced herein. To the extent that the Liquor License or other Licenses are not transferable by Seller to Buyer, Seller shall take all actions Seller deems Page 3 1908558v4/19338 -3 to be commercially reasonable to assist Buyer in the issuance of substantially similar `off premises' full retail package store license. Buyer shall cooperate fully with and assist Seller in connection with such transfer. If transfer of the Liquor License to Buyer shall not be approved on or prior to May 15, 2016, without the mutual agreement of the parties hereto, then either party shall have the right to terminate this Agreement and the Buyer shall have the right to receive a full refund of the Deposit. c. Lease. From and after the date hereof, Seller and Buyer shall cooperate to (i) cause the transfer to Buyer of the Lease between Key Point Partners (formerly Linear Retail) (the "Landlord ") and the Seiler, dated March 31, 2008 (the "Lease ") or (ii) cause the Landlord to enter into a new lease agreement for the Store (the "Amended Lease "). Buyer shall be responsible for costs and fees in connection with the assignment or amended lease. 5. CONDITION OF PERSONAL PROPERTY AT TIME FOR PERFORMANCE. At the Closing, Seller shall deliver to Buyer the Business Assets free and clear of all liens and encumbrances (other than those to be terminated at Closing with proceeds from the Cash Purchase Price) and in the same condition as they are at the time of execution of this Agreement less reasonable wear and tear excepted. 6. INSURANCE OF BUSINESS ASSETS. Until the delivery of the Bill of Sale, Seller shall maintain insurance on the Business Assets substantially similar to the insurance held as of the date hereof. 7. REPRESENTATIONS. a. Seller represents to Buyer that: 1. Authorijy. Seller is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts. Seller has full corporate power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Seller of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement and the documents to be delivered hereunder have been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement and the documents to be delivered hereunder constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. Page 4 1908558v4/19338 -3 2. Conflicts. The execution, delivery and performance by Seller of this Agreement and the documents to be delivered hereunder, and the consummation of the transactions contemplated hereby, do not and will not: (a) violate or conflict with the certificate of incorporation, by -laws or other organizational documents of Seller; (b) to Seller's knowledge, violate or conflict with any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Seller or the Business Assets; (c) conflict with, or result in (with or without notice or lapse of time or both) any violation of, or default under, or give rise to a right of termination or acceleration of any obligation or loss of any benefit under any contract or other instrument to which Seller is a party or to which any of the Business Assets are subject. 3. Title to Business Assets. Seller owns and has good title to the Business Assets, free and clear of Encumbrances, except those to be terminated at Closing with proceeds from the Cash Purchase Price; 4. Default. To Seller's knowledge, neither Seller, nor any other party, are in default or breach under any contract, License, permit or other agreement to be transferred to Buyer pursuant to this Agreement; 5. Violation of Laws. Seller has not received any notice from any public authority stating that a condition exists which violates municipal, state or federal law or regulation regarding the Store and/or the Business Assets; 6. Litigation. Seller has not received any notice of litigation or claims pending against or relating to Seller, the Business Assets or the Store. 7. Broker. No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Seller. For purposes hereof, "Seller's knowledge" shall mean the actual knowledge of any officer, director or equityholder of the Seller. b. Buyer represents to Seller that: 1. Authodly. Buyer has full power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement and the documents to be delivered hereunder have been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by Seller) this Agreement and the documents to be delivered hereunder constitute legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Page 5 1908558v4/19338 -3 7'2.- 2. Conflicts. The execution, delivery and performance by Buyer of this Agreement and the documents to be delivered hereunder, and the consummation of the transactions contemplated hereby, do not and will not: (a) to Buyer's knowledge, violate or conflict with any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Buyer; (b) conflict with, or result in (with or without notice or lapse of time or both) any violation of, or default under, or give rise to a right of termination or acceleration of any obligation or loss of any benefit under any contract or other instrument to which Buyer is a party. 3. Litigation. Buyer has not received any notice of litigation or claims pending against or relating to Buyer. 4. Broker. No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer. 5. Sufficiency of Funds. Buyer has sufficient cash on hand or other sources of immediately available funds to enable it to make payment of the Cash Purchase Price and consummate the transactions contemplated by this Agreement. 6. Solvency. Immediately after giving effect to the transactions contemplated hereby, Buyer shall be solvent and shall: (a) be able to pay its debts as they become due; (b) own property that has a fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities); and (c) have adequate capital to carry on its business. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated hereby with the intent to hinder, delay or defraud either present or future creditors of Buyer or Seller. In connection with the transactions contemplated hereby, Buyer has not incurred, nor plans to incur, debts beyond its ability to pay as they become absolute and matured. 7. Independent Investigation. Buyer has conducted its own independent investigation, review and analysis of the business being purchased, the Business Assets and the Store, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Seller for such purpose. Buyer acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer has relied solely upon its own investigation and the express representations and warranties of Seller set forth in Section 8(a) of this Agreement; (b) neither Seller nor any other person has made any representation or warranty as to Seller, the Business, the Business Assets, the Store or this Agreement, except as expressly, set — Page 6 1908558v4/19338 -3 �� �j forth in this Agreement and (c) except as otherwise expressly set forth in this Agreement, the Buyer agrees to purchase the Business, the Store and the Business Assets "as is ". 8. Financial Statements. All of the financial information provided to the Seller by the Buyer as of this date is true, accurate and complete and fairly presents the financial condition of Buyer as of this date. For purposes hereof, `Buyer's knowledge" shall mean the actual knowledge of the Buyer. 8. PAYMENT OF TAXES AND VENDORS. Any outstanding taxes for the Store shall be paid at Closing and Seller shall indemnify Buyer from all claims relating to non - payment of such outstanding taxes. 9. ADJUSTMENTS. Taxes, license fees, operating expenses (if any) including but not limited to rent and security deposit, shall be adjusted as of the day of performance of this Agreement and the net amount thereof shall be added or deducted from, as the case may be, the purchase price payable by Buyer at the time of delivery of the Bill of Sale. Seller shall cooperate with Buyer in effecting a changeover of utility accounts so as to prevent any interruption of service. If necessary, the parties shall adjust and pro -rate any vendor invoices received which are not yet due and payable. 10. CONDITIONS PRECEDENT. This Agreement is made subject to and conditioned upon the following: a. Seller's Conditions Precedent. The obligations of Seller to consummate this Agreement and the transactions contemplated hereby are subject to the fulfillment, at or before the Time for Performance, of the following conditions precedent: i. Buyer's payment of the remainder of the Cash Purchase Price (after deduction for the Deposit previously delivered) in good funds to Seller. ii. Execution and delivery to the Seller of the Note, Security Agreement and such other documents as the Seller shall reasonably require in connection with the Note Purchase Price, including guarantees signed by Tarak Patel and Hiram Patel. iii. A. The Buyer's financial information has previously been approved by the Seller in its discretion; and B. After approval of such financial information, there has occurred no material adverse change in the financial condition of the Buyer since the date of such financial information. Buyer also agrees to provide to the Seller notice of any material adverse Page 7 1908558v4/19338 -3 change in the financial condition of the Buyer within five (5) business days of such change. iv. The representations of Buyer contained in Section 8(b) hereof shall be true and correct at the Closing as if such representations were made on such date. v. Buyer shall have complied with all of its obligations under this Agreement which by the terms thereof are to be performed on or before such date, and Buyer shall have delivered to Seller a certificate executed by Buyer certifying the foregoing is true and correct as of the Closing. vi. The Seller and the Seller's Guarantor are released from all liabilities regarding the Lease from the Landlord. b. Buver's Conditions Precedent. The obligations of Buyer to consummate this Agreement and the transactions contemplated hereby are subject to the fulfillment, at or before the Time for Performance, of the following conditions precedent i. Buyer shall have obtained an assignment of the Lease or an Amended Lease, and shall have obtained all applicable Licenses, permits and approvals to operate the Business, including the Store, including but not limited to the transfer of the Liquor License (or issuance of substantially similar `off premises' full retail package store license). ii. the representations of Seller contained in Section 8(a) hereof shall be true and correct at the Closing as if such representations were made on such date. iii. Seller shall have performed all of its obligations under this Agreement which by the terms thereof are to be performed on or before such date, and Seller shall have delivered to Buyer a certificate executed by an officer of Seller certifying the foregoing is true and correct as of the Closing. iv. Seller shall have delivered a FIRPTA Certificate, a DOR certificate of good standing, certificates of corporate good standing and legal existence of the Seller as of a recent date from the state of its incorporation. v. Seller shall have executed and delivered a Bill of Sale evidencing the transfer of all of the Business Assets free and clear of all Liens Page is 1908558v4/19338 -3 .� vl 11. CLOSING; TIME FOR PERFORMANCE. The closing (the "Time for Performance" or "Closing' or "Closing Date ") shall occur on the third business day after Buyer obtains a liquor license from the applicable governmental authority, at 2:00 PM, at the offices of Posternak Blankstein & Lund; provided however, that if such liquor license is not obtained by the Buyer on or before May 15, 2016, this Agreement may be terminated by either party. All of the foregoing terms regarding the closing may be modified in writing by Buyer and Seller. Time is of the essence. 12. INDEMNIFICATION. a. All covenants and agreements contained in this Agreement which are to be performed post- Closing will survive the Closing in accordance with their terms. b. From and after the Closing, Buyer hereby agrees to hold Seller harmless and indemnified from any and all loss, costs (including reasonable attorney's fees), damages, claims, demands and the like of any kind and nature incurred by Seller and arising out of or in connection with Buyer's ownership of the Business Assets after Closing, operation of the Store and/or the Lease, after the Closing. c. From and after the Closing, Seller hereby agrees to hold Buyer harmless and indemnified from any and all loss, costs (including reasonable attorney's fees), damages, claims demands and the like of any kind and nature incurred by Buyer and arising out of or in connection with Seller's ownership of the Business Assets, Seller's operation of the Store and the Lease prior to the Closing. d. The indemnification provisions set forth in this Section shall survive the Closing and delivery of the Bill of Sale. 13. CONFIDENTIALITY. Except to the extent that said information must be disclosed, as contemplated herein, the information set forth herein is intended to be private and confidential between the parties or entities executing this Agreement and is not to be disclosed to third parties without the consent of each such persons or entities; provided, however, that it may be disclosed to legal counsel, banks, probate courts, and other consultants to and contractors or said persons entities. The provisions of this Section shall survive the Closing and/or termination of this Agreement for any reason. 14. ACCESS. Seller agrees that Buyer and Buyer's agents may enter the Store at reasonable times during the term hereof for the purposes of inspecting, measuring and appraising, all upon reasonable advance notice to Seller and in the presence of Seller. Buyer shall not interfere with the business operations of the Store and shall indemnify the Seller for all damages caused by the Buyer and/or Buyer's agents. The indemnification provisions of this Section shall survive the Closing and/or the termination of this Agreement for any reason. Page 9 n' 1908558v4/19338 -3 �° 6 15. SELLER'S COOPERATION AT CLOSING TO SIGN REQUIRED DOCUMENTS. At or prior to the Time for Performance Seller hereby agrees to execute all usual and customary documents reasonably required by the attorney for Buyer or Buyer's lender to effectuate the transactions contemplated hereby. 16. FOREIGN PERSONS. Seller hereby represents that one of the beneficial owners are a "foreign person" as defined by Internal Revenue Code §1445 ( "IRC "). 17. DEPOSIT. The Deposit shall be held by the Seller, subject to the terms of this Agreement and shall be duly accounted for at the Time for Performance of this Agreement. No interest shall be paid on the Deposit held hereunder. 18. BROKER INDEMNIFICATION. Buyer agrees to indemnify and hold Seller harmless from any and all claims of any party, loss or damage resulting from Buyer's misrepresentation hereunder. Seller agrees to indemnify and hold Buyer harmless from any and all claims of any parry, loss or damage resulting from Buyer's misrepresentation hereunder. The provisions of this paragraph shall survive the closing and delivery of the Bill of Sale and/or the termination of this Agreement for any reason. 19. TERMINATION; DAMAGES. a. Termination. i. Seller shall have the right to terminate this Agreement if any of the conditions precedent get forth in Section 10 (a) are not fulfilled by the Closing Date, which may be extended by mutual agreement of the parties; provided, that Seller shall have the right to terminate this Agreement at any time prior to the Closing Date in the event that the Buyer fails to comply with the requirements of Section 10 (a). ii. Buyer shall have the right to terminate this Agreement if any of the conditions precedent set forth in Section 10(b) is not fulfilled by the Closing Date, which may be extended by mutual agreement of the parties. b. Refund of Deposits upon Termination. If this Agreement is terminated in accordance with Section 19(a) above, the Deposit shall be returned to Buyer immediately; provided that if the conditions set forth in Section 10(a) are not met on or before May 15, 2016, as such date may be extended by the mutual agreement of the parties, as a direct result of Buyer's actions, or if at any time the Buyer fails to comply with the requirements of Section 11(a)(iii)(B), the Deposit made hereunder by Buyer shall be retained by Seller as liquidated damages, as the sole and exclusive remedy at both law and equity for Buyer's default hereunder. Page 10 1908558v4/19338 -3 I„ c. Treatment upon Termination. Upon such termination of this Agreement in accordance with this Section 19, no further liability shall remain with the parties relative to this Agreement. 20. NOTICES. Notices required to be delivered hereunder shall either by delivered in hand, or by fax. If to Seller: 133 Massachusetts Avenue, Lexington, MA 02420 With a copy to: Posternak Blankstein & Lund, LLP, 800 Boylston Street, 32nd Floor, Boston, MA 02199, Attention: Michael Rubin, Fax: 617 - 722 -4911 If to Buyer: . 9 Chausse Drive, Methuen, MA 01844 With a copy to: Notices hereunder shall be deemed given when delivered, if by hand or upon receipt if by fax transmission. 21. LIABILITY OF MEMBER, MANAGER, TRUSTEE, SHAREHOLDER BENEFICIARY, ETC. If Seller or Buyer executes this Agreement in a representative or fiduciary capacity, only the principal or the estate represented shall be bound, and neither Seller or Buyer so executing, nor any shareholder or beneficiary of any trust, shall be personally liable for any obligation, express or implied, hereunder. 22. WAIVER. Any term, condition or provision of this Agreement may be waived in writing at any time by the party which is entitled to the benefits thereof. 23. NO ORAL AGREEMENTS. This agreement represents the final agreement between the parties with respect to the transaction contemplated herein, supersedes any and prior discussions and agreements (written or oral) between Seller and Buyer with respect to the transaction contemplated herein and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. 24. ACCEPTANCE OF BILL OF SALE. The acceptance of the Bill of Sale by Buyer or his nominee, as the case may be, shall be deemed to be a full performance and discharge of every agreement and obligation herein contained or expressed, except such as are, by the terms hereof, to be performed after such acceptance. 25. CLOSING COSTS. Buyer and Seller shall each bear their respective closing costs, legal fees and other expenses respectively incurred in this transaction. The parties shall each pay customary recording costs, if any.\ Page 11 1908558v4119338 -3 h 26. Seller agrees for a period of two years following the closing of this Asset Purchase Agreement (APA) not to open a competing business (Seller's current locations are exempt) within a two -mile radius of the store which is the subject of this APA. This provision shall survive this closing. 27. EXHIBITS AND SCHEDULES. Each exhibit and schedule referred to in this Agreement is attached hereto and each such exhibit and schedule is hereby incorporated by reference and made a part hereof as if fully set forth herein. Consistent with the foregoing, this Agreement consists of the following: EXHIBIT A: BUSINESS ASSETS EXHIBIT B: EXCLUDED ASSETS EXHIBIT C: PROMISSORY NOTE EXHIBIT D: GUARANTEES Page 12 1908558v4119338 -3 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first written above under seal. " ess N m e: sr Name: Witness Name: t" tc / l? TLW SELLER: Name �c ,\, �� '�' V5 k" Tide. ��{ A -- BUYER: HT READING LIQUORS LC TARAK PATEL, MAN GER ATEL, MANAGER Page 13 t408558vS/t9338 -3 Sh3o EXHIBIT A — BUSINESS ASSETS All shelving, counters, storage racks, front and back by Modern Equipment and any others. Beer Chest complete with Doors, shelving, fans & compressors(s) by American Insulated Panel. Completed security and alarm'system with cameras and PC by Integrated Security. All signage on wall and shelves. All office supplies and safe. Any and all hand trucks and rolling staircase. All trash barrels & liners, cleaning supplies and equipment. All marking guns and labels. - Page 14 1908558v4119338 -3 4 3 I EXHIBIT B — EXCLUDED ASSETS Napa Tech Machine All cash registered and servers All credit card swipe equipment ID Detection System Temp Controlled Wine Chest External Busa Sign Page 15 1908558v4119338 -3 -�� 3 EXHIBIT C — PROMISSORY NOTE Page 16 1908558v4/19338 -3 �f ��2 EXHIBIT D — GUARANTEES Page 17 1908558v4/19338 -3 TERM LOAN NOTE 1. DEFINED TERMS. As used in Term Loan Note (the "Note "), the following terms shall have the following meanings: 1.1 Borrower: HT READING LIQUORS LLC 9 Chausse Drive Methuen, MA 01844 1.2 Lender: BUSA READING LIQUORS, INC. 133 Massachusetts Avenue Lexington, MA 02420 1.3 Loan Amount: $ 1.4 Interest Rate: See Section 3 below. 1.5 Maturity Date: 2. DEBT: For value received, Borrower hereby promises to pay to the order of Lender the Loan Amount, together with interest on all unpaid balances from the date hereof at the interest rate set forth in this Note. 3. INTEREST: The outstanding principal balance under this Note shall accrue interest at a fixed per annum rate equal to seven (7.0 %) percent. Interest shall be calculated on the basis of the number of actual days elapsed and a 360 -day year. 4. PAYMENTS: Borrower shall make payments as follows: a. Beginning on and continuing on the like day of each consecutive month thereafter through the Maturity Date, the Borrower shall make payments of principal each in the amount of $ , plus accrued interest, based upon twenty four (24) month straight line principal amortization schedule. b. On the Maturity Date or on such earlier date as may be required under the terms of this Note, Borrower shall pay to Lender the entire then unpaid balance of principal and interest under this Note. Any payments on this Note, whether such payment is of a regular installment or represents a prepayment (if permitted hereunder), shall be made in coin and currency of the United States of America which is legal tender for the payment of public and private debts, in immediately available funds, to Lender at Lender's address set forth or at such other address as Lender may from time to time designate in writing. 5. DEFAULT INTEREST: Upon the occurrence of an Event of Default, at Lender's option, Borrower shall, in addition to any other payment due hereunder, pay interest under this Note from and after the date on which such Event of Default has occurred at a per annum interest rate equal to the lesser of (a) the applicable interest rate set forth in Section 3, plus four percent (4 %), or (b) the maximum rate permitted by law, and such interest shall be due and payable, on demand, at such rate until such Event of Default has been waived in writing by Lender or the entire outstanding amount due under this Note is paid to Lender, whether or not any action shall have been taken or proceeding commenced to recover the same or to foreclose upon any collateral securing this Note. Nothing in this Section 5 or in any other Terra Note — Busa/Patel 1908101v 1119338 -3 provision of this Note shall constitute an extension of the time of payment of the indebtedness hereunder. 6. DELINQUENCY CHARGES: If Borrower fails to pay any amount on this Note for ten (10) days after such payment becomes due, whether by acceleration or otherwise, Lender may, at its option, whether immediately or at the time of final payment of the amounts evidenced by this Note impose a delinquency or "late" charge equal to four percent (4 %) of the amount of such past due payment notwithstanding the date on which such payment is actually paid in full, and the amount thereof shall be secured by all collateral held by Lender to secure this Note. Borrower agrees that any such delinquency charges shall not be deemed to be additional interest or penalty, but shall be deemed to be liquidated damages because of the difficulty in computing the actual amount of damages in advance. 7. COSTS AND EXPENSES UPON DEFAULT: After default, in addition to principal, interest and delinquency charges, Lender shall be entitled to collect all costs of collection, including, but not limited to, reasonable attorneys, fees and expenses, incurred in connection with the protection or realization of collateral or in connection with any of Lender's collection efforts, whether or not suit on this Note is filed, and all such costs and expenses shall be payable on demand and until paid shall also be secured by all collateral held by Lender to secure this Note. 8. APPLICATION OF PAYMENTS: Unless an Event of Default has occurred, all payments hereunder shall be applied first to delinquency charges, costs of collection and enforcement and other similar amounts due, if any, under this Note, then to interest which is due and payable under this Note and the remainder, if any, to principal due and payable under this Note. If an Event of Default has occurred, such payments may be applied to sums due under this Note in any order and combination that Lender may, in its sole and absolute discretion, determine. 9. PERMITTED PREPAYMENT: The Borrower shall have the right to prepay this Note in whole, or in part, without penalty or premium. 10. WAIVERS: BORROWER IRREVOCABLY WAIVES ITS RIGHTS TO NOTICE AND HEARING TO THE EXTENT PERMITTED BY ANY STATE OR FEDERAL LAW WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH LENDER MAY DESIRE TO USE, and, further, irrevocably waives presentment for payment, demand, notice of nonpayment, notice of intention to accelerate the maturity of this Note, diligence in collection, commencement of suit against any obligor, notice of protest, and protest of this Note and all other notices in connection with the delivery, acceptance, performance, default or enforcement of the payment of this Note, before or after the maturity of this Note, with or without notice to Borrower, and agrees that Borrower's liability shall not be in any manner affected by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Lender. Any delay on the part of Lender in exercising any right under this Note shall not operate as a waiver of any such right, and any waiver granted or consented to on one occasion shall not operate as a waiver in the event of any subsequent default. BORROWER HEREBY SEVERALLY AND IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY PR NOTE OR ARISING OUT INSTITUTED OFANY DOCUMENT, NT� BORROWER IN RESPECT OF THIS INSTRUMENT OR AGREEMENT EVIDENCING, GOVERNING OR SECURING THIS NOTE. 11. NO USURY: Lender and Borrower intend to comply at all times with applicable usury laws. If at any time such laws would ever render usurious any amounts called for under this Note, then it is Borrower's and Lender's express intention that Borrower shall not be required to pay interest on this Note at a rate in excess of the maximum lawful rate, that the provisions of this Section 11 shall control over all other provisions of this Note which may be in apparent conflict herewith, that such excess amount shall 2 Term Note — BusalPatel r� 19081010/19338 -3 J/ be credited to the principal balance of this Note (or, if this Note has been fully paid, refunded by Lender to Borrower), and the provisions hereof shall be reformed and the amounts thereafter collectible under this Note reduced, without the necessity of the execution of any further documents, so as to comply with the then applicable law, but so as to permit the recovery by Lender of the fullest amount otherwise called for under this Note. Any such crediting or refund shall not cure or waive any default by Borrower under this Note. If at any time following any reduction in the interest rate payable by Borrower there remains unpaid any principal amount under this Note and the maximum interest rate allowed by applicable law is increased or eliminated, then the interest rate payable under this Note shall be readjusted, to the extent not prohibited by applicable law, so that the dollar amount of interest payable hereunder shall be equal to the dollar amount of interest which would have been paid by Borrower without giving effect to the reduction in interest resulting from compliance with applicable usury laws. Borrower agrees that in determining whether or not any interest payable under this Note exceeds the highest rate allowed by law, any non - principal payment (except payments specifically stated in this Note to be "interest "), including, without limitation, prepayment fees and delinquency charges, shall, to the maximum extent allowed by law, be an expense, fee or premium rather than interest. The term "applicable law ", as used in this Note shall mean the laws of The Commonwealth of Massachusetts, the state in which the collateral is located (if other than The Commonwealth of Massachusetts) or the laws of the United States, whichever laws allow the greater rate of interest, as such laws now exist or may be changed or amended or come into effect in the future. 12. ACCELERATION AND OTHER REMEDIES: The following events shall each be deemed to be an "Event of Default" under this Note. If: (a) Borrower fails to pay any sum due on this Note when due; or (b) Any representation or warranty of the Borrower contained in (i) this Note, (ii) that certain Asset Purchase Agreement dated as of October _, 2015 between the Borrower and the Lender, including all amendments, restatements and/or modifications thereof (the "APA "), (iii) that certain Security Agreement dated as of , 2015 between the Borrower and the Lender, including all amendments, restatements and/or modifications thereof (the "Security A egrr ement'), (iv) or any other instrument, document, certificate or statement executed and delivered in connection with this Note, the APA, and/or the Security Agreement shall at any time prove to have been incorrect in any material respect when made; or (c) There occurs a default under the APA or the Security Agreement; or (d) The Borrower transfers, encumbers or otherwise permits the existence of any lien or encumbrance against any of the assets securing this Note; provided however, that the Borrower shall be permitted to grant a security interest in the collateral securing this Note to a third party institutional lender for purposes of obtaining financing to the Borrower for the purchase of the Business (as defined in the APA) and/or Business Assets (also as defined in the APA) if the Lender has been provided copies of all such third party loan documentation; or (e) (i) The Borrower shall: (A) admit in writing its inability to pay its debts generally as they become due; (B) files a petition in bankruptcy or a petition to take advantage of any insolvency act; (C) makes an assignment for the benefit of creditors; (D) consents in writing to, or acquiesce in writing in, the appointment of a receiver, liquidator or trustee of itself or of the whole or any substantial part of its properties or assets; (E) files a petition or answer seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the federal bankruptcy laws or any other Term Note — Busa/Patel 1908101v1/19338 -3 5(,),W Applicable Law; or (ii) (A) a court of competent jurisdiction shall enter an order, judgment or decree appointing a receiver, liquidator or trustee of the Borrower, or of the whole or any part of the property or assets of the Borrower and such order, judgment or decree, or (B) a petition shall be filed against the Borrower seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the federal bankruptcy laws or any other applicable law, or (C) under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Borrower or of the whole or any part of its property or assets; or (iii) an order shall be entered in any proceeding by or against the Borrower decreeing the winding up of the Borrower's affairs, or an attachment or execution is levied against any portion of the property of the Borrower; or (f) There shall occur any entry of any court order against the Borrower which enjoins, restrains or in any way prevents the Borrower from conducting all or any part of the Business (as defined in the APA) or if the Borrower ceases to operate the Business for a period of five (5) days or more for any reason; or (g) There is an entry of any final judgment(s) against the Borrower, not covered by insurance, in an aggregate amount greater than $50,000.00; or (h) The Borrower shall (i) die or (ii) become disabled and such disability interferes with the Borrower's ability to conduct the Business then, Lender may, at its option, exercise any one or more of the following rights and remedies (all of which shall be cumulative): (x) Declare the entire unpaid principal amount of this Note then outstanding, all interest accrued and unpaid thereon, and all other amounts payable under this Note immediately due and payable, whereupon the same shall become forthwith due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrower; and (y) Enforce the provisions of this Note and/or the Security Agreement by legal proceedings for the specific performance of any covenant or agreement contained herein or therein or for the enforcement of any other appropriate legal or equitable remedy, and the Lender may recover damages caused by any breach by the Borrower of the provisions of this Note or the Security Agreement, including court costs, reasonable attorneys' fees of the Lender's outside counsel and other costs and expenses incurred in the enforcement of the obligations of the Borrower under this Note and/or the Security Agreement; and (z) Exercise all other rights and remedies available to the Lender under applicable law and equity; and 13. JOINT AND SEVERAL LIABILITY: All liabilities of Borrower are joint and several; provided, however, the release by Lender of any one or more Borrower shall not release any other person obligated on account of this Note. Each reference in this Note to `Borrower" and any guarantor is to such person individually and also to all such persons jointly. No person obligated on account of this Note may seek contribution from any other person also obligated unless and until all liabilities to Lender from the person from whom contribution is sought have been satisfied in full. Term Note — Busa/Patel 1908101v1/19338 -3 ��38 14. SUCCESSORS AND ASSIGNS: This Note shall be binding upon Borrower and upon its successors, assigns and representatives, and shall inure to the benefit of Lender and its successors, endorsees, and assigns. 15. SECURITY: This Note is secured by the Security Agreement. Borrower hereby grants to Lender a security interest in any and all deposits or other sums at any time credited by or due from Lender to Borrower and any cash, securities, instruments, or other property of Borrower which now or hereafter are at any time in the possession or control of Lender shall constitute additional security to Lender for the liabilities of Borrower to Lender including, without limitation, the liability evidenced hereby, and may be applied or set off by Lender against such liabilities at any time from and after an Event of Default hereunder whether or not other collateral is available to Lender. 16. COLLECTION: Any check, draft, money order or other instrument given in payment of all or any portion hereof may be accepted by Lender and handled by collection in the customary manner, but the same shall not constitute payment hereunder or diminish any rights of Lender except to the extent that actual cash proceeds of such instrument are unconditionally received by Lender and applied to this indebtedness in the manner elsewhere herein provided. 17. AMENDMENTS: This Note may be changed or amended only by an agreement in writing signed by the party against whom enforcement is sought. 18. GOVERNING LAW; SUBMISSION TO JURISDICTION: This Note is given to evidence debt for business or commercial purposes, is being delivered to Lender at one of its offices in The Commonwealth of Massachusetts and shall be governed by and construed under the laws of said Commonwealth without regard to its conflict of laws principles. Borrower hereby submits to the exclusive personal jurisdiction in the federal and state courts of the Commonwealth of Massachusetts for the enforcement.of Borrower's obligations hereunder and waives any and all personal rights under the law of any other state to object to jurisdiction within such State for the purposes of litigation to enforce such obligations of Borrower. In the event such litigation is commenced, Borrower agree. that service of process may be made, and personal jurisdiction over Borrower obtained, by service of a copy of the summons, complaint and other pleadings required to commence such litigation upon Borrower at the address set forth in the preamble to this Note. 19. CAPTIONS: All paragraph and subparagraph captions are for convenience of reference only and shall not affect the construction of any provision herein. 20. SEVERABILITY: The invalidity of any provision of this Note shall in no way affect the validity of any other provision. [Remainder of Page Intentionally Left Blank] Term Note — Busa/Patel 1908101v1/19338 -3 Ay IN WITNESS WHEREOF, this Note has been executed and delivered under seal as of the — day of , 2016. BORROWER: HT READING LIQUORS LLC Witness Name: Witness Name: Term Note — Busa/Patel 1908101vl/19338 -3 Tarak Patel, Manager Hiram Patel, Manager GUARANTY I, TAREK PATEL, the undersigned jointly and severally, if more than one, unconditionally guarantee(s) due fulfillment to BUSA READING LIQUORS, INC. (hereinafter called the "Lender ") of all obligations to the Lender of HT READING LIQUORS LLC (herein called the "Obligor "), direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising therein called the "Obligations ") which are incurred by the Obligor or assigned to the Lender prior to the receipt by the Lender of written notice of the revocation of this guaranty or of the death or incapacity of the undersigned. Such notice shall not affect any obligations of the undersigned existing at the time said notice is received, and, if after any such revocation, death or incapacity but prior to the Lender's receipt of such notice thereof the Lender grants any loan or extension to or accepts any assignment of indebtedness of the Obligor or takes other action in reliance upon this guaranty, the undersigned, shall indemnify the Lender against and save it harmless from all loss, cost, liability and expense which it may incur or suffer by reason of such action. Any such notice shall be effective only with respect to the person giving the same or with respect to whom such notice is given. The liability of the undersigned hereunder shall be unlimited and such liability shall continue regardless of any reduction or increase of the Obligations until all of the Obligations have been paid or otherwise discharged. Upon any default by the Obligor, the liability of the undersigned shall be effective immediately; and each of the undersigned waives presentment, protest, notice of acceptance of this guaranty, notice of any loan made, extension granted or other action taken in reliance hereon and all demands and notices of every kind in connection with this guaranty or the Obligations, assents to any renewals, extension or postponement of the time of payment of any of the Obligations or any other indulgence with respect thereto, regardless of the length and number of such renewals, extension, postponements or indulgences, to any substitution, exchange or release of collateral therefor and to the addition or release of any other person primarily or secondarily liable thereon; and agrees to the provisions of any instrument, security or other writing evidencing any of the Obligations. Failure of the Lender in any one instance to make any demand or otherwise proceed against any or all of the undersigned shall not constitute a waiver of the Lender's right to proceed in respect to any or all other defaults by the Obligor. The undersigned shall not assert any right arising from payment or other performance hereunder until all of the Obligations shall have been fulfilled. Without limiting the generality of the foregoing: A. The Lender shall have no obligation to exercise its rights under this guaranty against more than one of the under- signed and may proceed against one or any number of the undersigned without proceeding against all or any other of the undersigned; and B. The undersigned, jointly and severally, guaranty to the Lender the payment of any and all expenses paid or incurred by the Lender (including reasonable attorneys' fees) in connection with the collection of all sums and obligations guaranteed hereunder, whether such collection be from the Obligor or from one or more of the undersigned. 1915201v1/19338 -3 Without limiting the generality of the foregoing, the liability of the undersigned shall not be affected by any action which the Lender may take or fail to take with respect to any other guaranty or endorsement of or security for the Obligations hereby guaranteed, or by any alteration or modifications in any such obligation to which the Lender may agree, or because of any fraud, illegal or improper acts of the Obligor, or if by operation of the law the Obligor' Obligations to the Lender are invalidated. This instrument, and all rights and remedies of the parties shall be determined as to their validity construction, effect and enforcement, and in all other respects of the same or different nature, by the laws of the Commonwealth of Massachusetts. This guaranty is intended to take effect as a sealed instrument, shall inure to the benefit of the Lender and its successors and assigns, and shall be binding upon the undersigned and heirs, executors, administrators, other legal representatives, successors and assigns of the undersigned. Dated: , 2016 By: Tarek Patel WITNESS 2 1915201vl/19338 -3 GUARANTY I, HIRAM PATEL, the undersigned jointly and severally, if more than one, unconditionally guarantee(s) due fulfillment to BUSA READING LIQUORS, INC. (hereinafter called the "Lender ") of all obligations to the Lender of HT READING LIQUORS LLC (herein called the "Obligor "), direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising therein called the "Obligations ") which are incurred by the Obligor or assigned to the Lender prior to the receipt by the Lender of written notice of the revocation of this guaranty or of the death or incapacity of the undersigned. Such notice shall not affect any obligations of the undersigned existing at the time said notice is received, and, if after any such revocation, death or incapacity but prior to the Lender's receipt of such notice thereof the Lender grants any loan or extension to or accepts any assignment of indebtedness of the Obligor or takes other action in reliance upon this guaranty, the undersigned, shall indemnify the Lender against and save it harmless from all loss, cost, liability and expense which it may incur or suffer by reason of such action. Any such notice shall be effective only with respect to the person giving the same or with respect to whom such notice is given. The liability of the undersigned hereunder shall be unlimited and such liability shall continue regardless of any reduction or increase of the Obligations until all of the Obligations have been paid or otherwise discharged. Upon any default by the Obligor, the liability of the undersigned shall be effective immediately; and each of the undersigned waives presentment, protest, notice of acceptance of this guaranty, notice of any loan made, extension granted or other action taken in reliance hereon and all demands and notices of every kind in connection with this guaranty or the Obligations, assents to any renewals, extension or postponement of the time of payment of any of the Obligations or any other indulgence with respect thereto, regardless of the length and number of such renewals, extension, postponements or indulgences, to any substitution, exchange or release of collateral therefor and to the addition or release of any other person primarily or secondarily liable thereon; and agrees to the provisions of any instrument, security or other writing evidencing any of the Obligations. Failure of the Lender in any one instance to make any demand or otherwise proceed against any or all of the undersigned shall not constitute a waiver of the Lender's right to proceed in respect to any or all other defaults by the Obligor. The undersigned shall not assert any right arising from payment or other performance hereunder until all of the Obligations shall have been fulfilled. Without limiting the generality of the foregoing: A. The Lender shall have no obligation to exercise its rights under this guaranty against more than one of the under- signed and may proceed against one or any number of the undersigned without proceeding against all or any other of the undersigned; and B. The undersigned, jointly and severally, guaranty to the Lender the payment of any and all expenses paid or incurred by the Lender (including reasonable attorneys' fees) in connection with the collection of all sums and obligations guaranteed hereunder, whether such collection be from the Obligor or from one or more of the undersigned. 1915213x1/19338 -3 �� �� Without limiting the generality of the foregoing, the liability of the undersigned shall not be affected by any action which the Lender may take or fail to take with respect to any other guaranty or endorsement of or security for the Obligations hereby guaranteed, or by any alteration or modifications in any such obligation to which the Lender may agree, or because of any fraud, illegal or improper acts of the Obligor, or if by operation of the law the Obligor' Obligations to the Lender are invalidated. This instrument, and all rights and remedies of the parties shall be determined as to their validity construction, effect and enforcement, and in all other respects of the same or different nature, by the laws of the Commonwealth of Massachusetts. This guaranty is intended to take effect as a sealed instrument, shall inure to the benefit of the Lender and its successors and assigns, and shall be binding upon the undersigned and heirs, executors, administrators, other legal representatives, successors and assigns of the undersigned. Dated: , 2016 WITNESS Hiram Patel 2 1915213v1/19339 -3 Y '0 6FROi 7 Town of Reading a Meeting Minutes 4f63B %1N� RI? Board - Committee - Commission - Council: Board of Selectmen Date: 2016 -04 -19 Building: Reading Town Hall Address: 16 Lowell Street Purpose: General Business Attendees: Members - Present: Time: 7:00 PM Location: Selectmen Meeting Room Session: Open Session Version: Chairman John Halsey, Vice Chairman Kevin Sexton, Secretary Barry Berman, Daniel Ensminger Members - Not Present: John Arena Others Present: Town Manager Bob LeLacheur, Assistant Town Manager Jean Delios, Police Sergeant Christine Amandola, Executive Assistant Paula Schena, Stephen Crook, Al Sylvia, Sean Kelly, Nancy Docktor, David Swyter, Kate Kaminer and Nancy Linn Swain Minutes Respectfully Submitted By: Secretary Topics of Discussion: Reports and Comments Selectmen's Liaison Reports and Comments - Daniel Ensminger asked who pays for hydro flushing and the Town Manager noted that unaccounted for water is spread out to all users. Barry Berman noted that he has been monitoring the Library Building Committee and they are looking at a fall opening. He attended meeting of the Library Trustees to discuss fundraising ideas for items not covered in the project. They have a wish list but it is not prioritized yet. Kevin Sexton noted that he attended the CPDC workshop re: 40R District. It was well attended and there was an overwhelming sense of wanting an overlay to allow for flexibility. Jean Delios noted that an overlay district allows you to do more. Kevin Sexton noted that there was also a big push for Area 1 to become a Historic District. John Halsey asked if he heard from any businesses on Washington Street and Kevin Sexton noted he didn't remember - it was a fact gathering night. Barry Berman asked if there was any discussion about components of affordable housing and Kevin Sexton noted there was not because they were discussing 40R not 40B. Kevin Sexton noted that the Human Relations Advisory Committee has reorganized and Heather McLean is the new Chairman. They are discussing what they want to be and one member suggested a Commission instead of a Committee to hopefully stand alone. The Town Manager noted that Town Counsel will look at that and explain the difference. Kevin Sexton noted they are also looking at changing their name to the Human Rights Commission. Page 1 1 Board of Selectmen Minutes - April 19, 2016 - Dade 2 Public Comment - Bill Brown asked about the status of the Oakland Road property and the Town Manager noted that Town Counsel is drafting an Article for Town Meeting. There is some disagreement between the Engineers and Town Counsel. Bill Brown noted that the handicap ramp at Birch Meadow is being done. Town Manager's Report - The Town Manager .noted that he and John Halsey attended the Volunteer Dinner. The amount of volunteer hours is equal to two full time people working every hour of every day. The Town is being sprayed for mosquitos. He also noted that 25 residents finished the Boston Marathon on Monday - hats off to them. Proclamations /Certificates of Appreciation Arbor Day Proclamation - A motion by Berman seconded by Ensminger to proclaim April 29, 2016 as Arbor Day in the Town of Reading was approved by a vote of 4 -0- 0. Personnel and Appointments Board of Assessors - The Town Manager noted that Mr. Golden will be the first appointed member of the Board of Assessor and he recommends a three year and three month term so it coincides with the other Boards and Committees. The position has been posted and he is the only applicant. A motion by Berman seconded by Ensminger to appoint Francis J. Golden to the Board of Assessors with a term expiring June 30, 2019 was approved by a vote of 4 -0 -0. Discussion /Action Items Approve Inter - Municipal Agreement with North Reading, Saugus and Wilmington for Regional Housing Services Officer - Assistant Town Manager Jean Delios noted that the draft Inter - Municipal agreement is similar to the one signed before. This is done in an economical way that allows us to have expertise at our fingertips without paying for a full time person. It is going well. Lotteries are being monitored and it is properly overseen. Barry Berman asked what efforts are being made to identify people who would qualify and Jean Delios noted that we have a ready renters /buyers list but it is not complete. They hope to develop a website. Barry Berman asked if we can advertise in the four communities and Jean Delios noted we can and developers have a lottery agent who handles that. We more or less audit what they are doing. John Halsey asked if that makes us the referee and Jean Delios noted it does but we work on making sense out of old deed riders and we are involved in resales. John Halsey asked if the number of units remain flat year after year or if we have lost any. Jean Delios noted that we lost some and gained some. She noted that we lost some units with older agreements and the Housing Authority lost 10 units. The School House at 52 Sanborn Street was sold to Greenhouse in 1998 with affordable units for 25 years and that ran out. The company went bankrupt and the Housing Authority acquired four units. Jean Delios noted that the housing at Main and Summer was a similar situation. The restrictions expired. John Halsey asked what happened to the units and Jean Delios noted that she thinks they are still being rented to low /moderate income but the Housing Authority is not interested in working with the Town to make it count on our inventory. Barry Berman noted that they should sell the units back to the Town if they don't want them. Daniel Ensminger noted that sections 9 and 10 talk about an advisory committee, but what do they advise on? Jean Delios noted they are Planners from each community and they discuss financials, etc. Jean Delios noted that affirmative marketing is regulated by the state. 6 Page 1 2 Board of Selectmen Minutes - April 19, 2016 - page 3 Barry Berman noted that other towns set aside units for Town employees and Jean Delios noted that local preference includes employees. A motion by Berman seconded by Ensminger that the Board of Selectmen approve the Inter - Municipal Agreement with North Reading, Saugus and Wilminaton for Regional Housing Services Officer effective July 1, 2016 and expiring 3une 30, 2018 was approved by a vote of 4 -0 -0. Board of Health Update - Board of Health Chairman Andrew Friedman and member Nancy Docktor were present. Andrew Friedman gave an overview of what's been done over the past year. He noted they are in their second year of a five year strategic plan. They have developed a good working relationship with the Town Manager and the Board of Selectmen liaison. They hired a new full time Health Agent and part time Public Health Nurse. Specific goals of the five year health plan include: • addressing the unmet needs of people aged 25 to 65 years • become a go -to resource for health information • work with employees and volunteers to achieve these goals In addition, they have state requirements and other responsibilities. The Board of Health does not do the work but they are responsible for making sure it gets done. The Health Agent, Inspectors, Public Health Nurse and staff do the work. Andrew Friedman noted that they need more hours for the Public Health Nurse because she does not have enough time to attend the Board of Health meetings to teach them about issues and it would be nice to increase clinics on certain issues. She also works in a cubicle with no privacy. Daniel Ensminger thanked John Halsey for working with them over the past two years because it has made a huge difference. John Halsey noted that there are great volunteers on this Board and he applauds them. Kevin Sexton asked where the Public Health Nurse is working from and it was noted she is in Public Services at Town Hall. Kevin Sexton asked if she had to be onsite or could we get an office offsite. Jean Delios noted that they have a plan for new office furniture. The latest are enclosed cubicles which are pricey so that will need to be discussed in the future. She talked about giving the Nurse a cell phone so she can go out to her car because we are dealing with limited resources. Andrew Friedman noted that they understand the budget constraints and they will work together to come up with creative solutions. Barry Berman noted that the Nurse works 16 hours /week and asked what she would do if the hours were increased. Andrew Friedman indicated he would like to table the discussion and speak with her first instead of talking off the cuff. He noted it would be nice to have her attend Board of Health meetings so she can give her own report. John Halsey asked if the clinics would be informational or vaccinations and if the Nurse is shared. Andrew Friedman noted that they could look at grant money to fund vaccines and noted that she is not shared. John Halsey thanked them for all of their hard work. Page 1 3 Board of Selectmen Minutes - April 19, 2016 - Daae 4 Town Forest Committee Report - Rick Wetzler, Chairman of the Town Forest Committee and members Farrukh Najmi and Curt Habel were present. He thanked the Board for approving their rules and regulations. They reached out to 120 people when they were creating their policies. It has minor steps for dog walkers and disposal of waste. They have put up signage and natural history plaques. They want to webstream a walk in the woods and they plan on putting out nest boxes for educational and conservation purposes. Farrukh Najmi noted that he is exploring a new generation website that will provide more information by using a cell phone. Curt Habel noted that the Town Forest was planted 85 years ago to be harvested every 10 years but that never happened. Harvesting is a big job and there is a limited market for the trees. They are trying to reduce the number of trees to open it up and let other things grow. Rick Wetzler noted that recreational uses are thriving. The Boy Scouts camp there and Eagle Scouts have built boardwalks and bridges. The cranberry bog project continues on. The Town Forest is a resource we want to maintain. Rick Wetzler noted that Grace Strohman wrote the handbook on Reading Preserves and the Ipswich River Watershed is giving us a bigger picture on how to preserve species. Barry Berman noted that this is a great sanctuary and the trails are well marked - kudos. John Halsey noted that he has spent many overnights in the Town Forest with the Boy Scouts and he noted that Reading produces more Eagle Scouts than any other county. He asked how they do so much with no budget and Jeff Zager noted they have a budget of $1000 /year. Rick Wetzler noted that the Eagle Scouts pay for their own projects. John Halsey asked if they had a wish list and it was noted that website access and pruning the forest would be nice. John Halsey asked if they knew of a volunteer forester and Curt Habel noted that nobody will do it for free. The Town needs to hire a forester to do the labor and find someone who wants the trees. It was noted that foresting is a four to five year plan and a state official had noted that North Reading and Haverhill are very aggressive in their forest management plans. Hearing - Bancroft Avenue Parking Regulations (across from Birch Meadow Tennis Courts) - The Secretary read the hearing notice. Police Sergeant Christine Amendola was present. The Town Manager noted that the Parking Traffic and Transportation Task Force meets once a month. The Task Force consists of Police, Planning, DPW Director, and Town Engineer and they discuss traffic and safety. The PITTF began this discussion last summer and feel this is an easy fix. Wayfinding signs are being installed to direct traffic off of Bancroft Avenue but the Selectmen do not need to approve that signage. This request addresses the four houses across from the tennis courts. The proposal is for resident parking only between 2:00 p.m. to 8:00 p.m. and we can look at changing the hours when the lights are working. Sgt. Amendola noted that the problems are when the games are occurring. There were 16 parking violations including parking in the handicap space, blocking driveways, etc. The residents at the four houses will get a sticker for free. Enforcement will be done. Barry Berman asked if it is just for these four houses and Sgt. Amendola noted that is correct. Daniel Ensminger asked if there has been any discussion regarding placard parking for people who live there and Sgt. Amendola noted that we don't have that so they thought they would start with this. The Town Manager noted that when all' else fails it will be an option. Page 1 4 Board of Selectmen Minutes - April 19, 2016 - aaae 5 Recreation Committee member Frank Driscoll noted that the Recreation Committee thought we were going to get parking off of Bancroft Street. John Halsey noted that is not the discussion. The signage and the GPS move will be the strongest moves. Dave Swyter suggested the Selectmen talk to the neighbors and John Halsey indicated that is what they are doing now. All of the abutters have been notified. Dave Swyter asked if there is any way to restrict bus traffic and Sgt. Amendola noted that John Feudo told every coach to get the word out. Dave Swyter asked about enforcement and Sgt. Amendola noted that the Police do selective enforcement or a resident can call the Police if there is an issue and there are no Police around. Dave Swyter recommended restricting parking on Hartshorne Street from Bancroft on the northerly side in front of his house and also around the corner on the hill. He also recommends the time be changed to 10:00 p.m. when the lights go out. John Halsey noted that those amendments would need to be brought back and the residents notified. The Town Manager noted that the times are okay for tonight but we can't change the geography in what we are doing tonight. Danny Cramer from Bancroft Avenue noted this should have been done months ago because by the time it gets done the season will be over. John Hunter from John Carver Road asked why the time cannot be move to 10:00 p.m. and the Town Manager noted that data suggests 2:00 - 8:00 p.m. It can be revisited when the lighting goes up. Jenna Fiorente noted that the subcommittee for the lights is looking at the times lights will be on. The High School only plays until 9:00. The Town Manager noted he is looking at scheduling that hearing on May 17, 2016 at 8:30 p.m. A motion by Berman seconded by Ensminger that the Board of Selectmen close the hearing on Bancroft Avenue Parking Regulations was approved by a vote of 4 -0 -0. A motion by Berman seconded by Sexton to amend Article 5.2 of the Traffic and Parking Regulations by adding: parking shall be restricted by permit to those with a Reading Resident Communitv Access Permit Sticker, from the hours of 2.0013m to 8:00pm from April 1St through August 31St on any streets or parts of streets to which this Article has been applied as listed under Article 12 was approved by a vote of 4 -0 -0. A motion by Berman seconded by Sexton that in accordance with article 5 2 Parking shall be restricted by permit to those with a Reading Resident Community Access Permit Sticker, from the hours of 2:00pm to 8:00pm from April 1St through August 31St Street to be amended: Bancroft Avenue Location on Street: Westeriv Side from Hartshorn Street to End of Bancroft Avenue Regulation: Article 12 Pursuant to Article: 5.2.2 The motion was approved by a vote of 4 -0 -0. Bylaw Committee - November 2016 Town Meeting Recommended Bylaw Changes - Steve Crook, Chairman of the Bylaw Committee noted that they are looking at the Bylaw with respect to the Charter changes. They are looking at the severability clause and tweaking some definitions. In Section 8.6 and 8.5 of the Charter the Treasurer /Collector needs to be /' &� Page 1 5 Board of Selectmen Minutes - April 19, 2016 - page 6 separated. Removal of Associate members from the ZBA and CPDC in the Zoning Bylaw. The Rules committee does not always meet annually so perhaps recommend every two yea rs. The Town Manager noted that the General Bylaw re- numbering needs to be cleaned up. Also, Town Counsel suggests adding repairs to private roads is the Town's responsibility and he suggests a storm water Bylaw. The Permanent Building Committee will have tweaks also. Discuss Cable Advisory Committee (11/23/18 deadline)-- John Halsey noted that we are required to establish a committee. The Town Manager noted that we are required to begin discussions and Town Counsel recommends special counsel for this. John Halsey noted he will have some discussion with RCTV. The Town Manager noted that he will hire special counsel and he will let us know who should be on the committee. The Schools are interested in being involved also. Approval of Minutes A motion by Berman seconded by Sexton to approve the minutes of April 5. 2016 as amended was approved by a vote of 4 -0 -0. A motion by Berman seconded by Sexton to go into Executive Session to discuss strategy with respect to collective bargaining and that the Chair declared that an open meeting may have a detrimental effect on the bargaining position of the body, and to not reconvene in Open Session was approved on a roll call vote with all four members voting in the affirmative. Respectfully submitted, Secretary Page 1 6 �,e-( /�_/c', /3 D5 Schena, Paula From: Sent: To: Subject: Attachments: BOS packet Sent from my iPhone Begin forwarded message: LeLacheur, Bob Friday, April 15, 2016 9:54 AM Schena, Paula Fwd: Verizon Fios TV - LFA Notice Customer Notice - GO 4 IT - All.pdf; ATT00001.htm From: "Rogalski, Bonnie" < Date: April 15, 2016 at 9:32:42 AM EDT To: Undisclosed recipients:; Subject: Verizon Fios TV - LFA Notice Dear Municipal Official: This is to notify you of a certain upcoming change to Fios® TV programming. On or after May 9, 2016, Rocks TV programming on channel 155 will be replaced with GO 4 IT, a convenient shopping network offering fabulous savings on the hottest products. This is a provider- driven change. Verizon will notify subscribers by bill message beginning on or around June 1, 2016. A sample customer notice is attached. Access to the Fios® TV channel lineup is available 24/7 online at verizon.com /fiostvchannels. We realize that our customers have other alternatives for entertainment and our goal is to offer the best choice and value in the industry. Verizon appreciates the opportunity to conduct business in your community. Should you or your staff have any questions, please contact me. Sincerely, Sent on Behalf of Jill Reddish Verizon Fios TV Franchise Service Manager 1 ��,/ April 20, 2016 Town of Reading 16 Lowell Street Reading, MA 01867 -2683 Mr. John Halsey, Chairman Board of Selectman Reading Town Hall 16 Lowell Street Reading MA 01867 Dear Mr. Chairman, Kevin Bohmiller VETERANS' SERVICES OFFICER Phone: (781) 942 -6652 Fax: (781) 942 -9071 I would like to invite you and the entire Board of Selectmen to the Town of Reading's Memorial Day ceremonies. This year's ceremonies will be on Monday, May 30th at 9:00 AM. The route for the parade will begin at the American Legion on Ash St. We will be forming at 8:30 am. The guest speaker will be Rear Admiral Raymond Couture, Reading resident, WWII and Korean veteran. I would like to invite a member of the Board of Selectmen to speak at each of the four cemeteries. I hope you will join us and help make this Memorial Day a special day. Thank you, as always, for your help in making Reading's Memorial Day ceremonies meaningful. Please do not hesitate to contact me if you have any questions or if I can be of any assistance. Sincerely, Kevin Bohmiller Veterans' Services Officer "To Care For Him Who Shall Have Borne The Battle... " Abraham Lincoln qh 6 ,1, J CJ Schena, Paula From: LeLacheur, Bob Sent: Monday, April 25, 2016 10:00 AM To: Schena, Paula Subject: FW: [Reading MA] Dollar Store For BOS packet - - - -- Original Message---- - From: vtsdmailer @vt -s.net [mailto:vtsdmailer @vt- s.net] On Behalf Of Sent: Monday, April 25, 2016 9:49 AM To: Reading - Selectmen Subject: [Reading MA] Dollar Store Hello Board of Selectmen, Michelle Lugus ' 3s sent you a message via your contact form (http: / /www.readingma.gov /user /475 /contact) at Reading MA. If you don't want to receive such e- mails, you can change your settings at http: / /www.readingma.gov /user /475 /edit. Message: Hi there- I have heard that a Dollar Store will be taking the retail space once inhabited by Walgreens. While I think the business for the town will be good, I wanted to voice my dislike for the location of the store. As you may know, there is a Dollar Store in all of Reading's surrounding towns so it's kind of silly to bring another one to the area. If the Dollar Store franchise wants a presence in the town, can we suggest they take some of the retail space available in the strip mall by Market Basket? Main Street should be reserved for local businesses or ones that are of higher caliber. We shouldn't have it as a focal point of the town and it doesn't fit in with all the other improvements being made on Main Street. A Trader Joe's would be advantageous or a nice Mexican restaurant. Thank you for reading. Michelle Lugus