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HomeMy WebLinkAbout2016-05-17 Board of Selectmen PacketMay 11, 2016 Wednesday 6:00pm 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 Community Listening Meeting Hearing (continued) Liqour License application for Paint and Sip 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 M RA protect update - ,joint meeting with NR Board of Selectmen LeLacheur 8:30 Hearing Change of Beneficial Interest application for an All Alcoholic Beverages Restaurant License - Anthony's Coal Fired Pizza, 48 Walkers Brook LeLacheur 9:00 Hearing Liquor License Transfer - Ristorante Pavarotti LeLacheur 9:10 June 1, 2016 Wednesday I 7:00pm Community Listenine Meeting lCoolidge MS I June '6, 2016 ITuesdav I 7:OOnm Attend North Reading Town Meeting lHigh School June 7, 2016 Tuesday 1 :00pm Community Listening Meeting Pleasant St Ctr' June'7, 2Q6 Office Hour Halsey 6:30 Appoint Boards & Committees VASC 7:20 Human Relations Advisory Committee Snow Dockser 8:00 Trust Fund Commissioners Cohen 8:15 FY17 Goals update & draft FY18 Goals LeLacheur 8:30 Financial update LeLacheur 9:00 I June 16, 2016 (Thursday I 7 :00pm : I Hearing FY17 Non Union Classification & Compensation Plans Perkins 7:20 Town Accountant Quarterly Report Angstrom 7:30 Reappoint Town Accountant Halsey 7:50 Appoint Town Manager Halsey 7:55 Board of Selectmen Policies: Article 1 General Operating Procedures LeLacheur 8:00 Board of Selectmen Policies: Article 2 Volunteer Boards /Committees /Commissions LeLacheur 8:30 Board of Selectmen Policies: Article 3 Licenses LeLacheur 9:00 I Office Hour (Arena I I I (Senior Tax Relief jAssessors 1 7:30 Tax Classification discussion ILeLacheur 1 8:30 Office Hour IBerman I Close Warrant for Special Town Meeting 9/12 Office Hour I Sexton Preview Warrant for Subsequent Town Meeting Close Warrant for Subsequent Town Meeting Ensminger Close Warrant for Special Election 10/18/16 Vote Warrant Articles for Subsequent Town Meeting 11/14/16 Close Warrant fi Elections 11/8/16 IOffice Hour (Arena I I I Future Agendas Woburn Street 40B (St. Agnes) update Delios Review Inflow & Infiltration policy Percival Oakland Road status & plans LeLacheur Strout Avenue Master Plan Delios Multi Board /Committee Summit Halsey Downtown Parking Segalla 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 Hearing Appointments of Boards & Committees June Annual Hearing Approve Classification & Compensation June Annual Hearing Tax Classification October Annual Approve licenses December Annual Reports to SOS Town Accountant Report Qtrly RCTV members Report Semi -ann CAB (RMLD) member Report Semi -ann MAPC member Report Annual OF 1? @4 4�� Office of the Town Manager 16 Lowell Street 6J9'lNCORQ��P Reading, MA 01867 To: Board of Selectmen From: Robert W. LeLacheur, Jr. CFA Date: May 11, 2016 RE: BOS Agenda for May 17th 781 - 942 -9043 townmanager@ci.reading.ma.us www.readingma.gov /town - manager Next week the Board will revisit the Paint & Sip liquor application on Haven Street. Recall last meeting the applicant revised the floor plan an hour or two before the meeting; since then the Building Inspector has seen the plan and given his approval, so this item is all set. The Climate Advisory Committee and the Trails Committee will be in to give the Board updates. At 8:10pm a new Hearing for parking regulations in the Hartshorne Avenue and Bancroft Avenue area will be held. Because of a resident's suggestion of increasing the area to be regulated, we sent out a larger public notification of this Hearing. As you will see, staff led by the Police department has no objection to the 10pm posting on Bancroft instead of 8pm if that is what those residents wish, nor is there an objection to posting Hartshorne to be resident parking only for the same hours. However the suggestion of safety concerns on Hanscom Avenue is not recommended. As yet there have been no safety issues because of visibility. If parking is shifted to this location because of the other regulations then the Police will monitor it. Short of an emergency it should be taken up next fall as part of a project review. If safety is a concern then there will need to be no parking at all in the area during those posted hours — if it is unsafe for non - resident cars then it is just as unsafe for residents. A brief discussion about some wayfinding signage near Morton Field will follow. I have seen preliminary designs and they match the style done in other parts of the community. Selectmen, Town Administrator Mike Gilleberto and DPW staff from North Reading will then be present to give the community an update on the MWRA project that we have been assisting them with for almost two years. Finally you have two liquor license issues — the first is a request for a change in Beneficial Interest at Anthony's Coal Fired Pizza. After a discussion with Town Counsel it seems prudent to let the ABCC do a vetting of the new owners (institutional investors through an investment firm) and for the Board to simply approve the request. The second is a transfer to a new owner at Ristorante Pavarotti — recall one was approved previously and then a request was made to cancel that approval. This is a new buyer. 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Delios Assistant Town Manager Town of Reading 16 Lowell Street Reading, MA 01867 -2685 (P) 781 - 942 -6612 (F) 781- 942 -9071 Town Hall Hours - M, W, Th: 7:30 a.m. - 5:30 p.m. Tuesday: 7:30 a.m. - 7:00 p.m. FRIDAY: CLOSED i delio s@ ci.re ading.ma.us www.readingma.gov Please let us know how we are doing by filling out a brief customer service survey at http://readingma- survey.virtualtownhall. net /survey /sid /8cebfd833a88cd3d/ From: Redmond, Glen Sent: Tuesday, May 10, 2016 11:17 AM To: Delios, Jean; Saunders, Kim Subject: 78 hAVEN sT Jean, The undated plan for 78 Haven St with a change in work tables is fine with the Building department The existing Restroom remains the same size with only changing the door location The seating plan indicates a 38" aisle spacing Glen Redmond 78 Haven Street Proposed Loci Win Cabi Bacl Sec+ Enti Res Sinl Bar Wol Tab Wri. 14' b- Aecu, ve-9-41 610 sq. ft. 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Selectmen of the Town of ,Reading will hold; a public hearing on May 17, 2016 In the Selectmen's Meeting Room, 16 Lowell Street, Reading, Massachusetts on: 8:10 p.m., Arriend Article 5.2.2 Reading Resident Community Access Sticker Residents Only Parking — amend hour's from 2:00 p.m. to 8:00 p:m. to 2:00 p . m. to 10:00 p.m.; and Restrict parking by perma'ori;, Hartshorn Street on the. northerly side between Hanscom Avenue and Bancroft Avenue from 2;�Ob p.m. to 10:00 p.m. from Apol� 1 to August 31. A copy of the proposed dbsd ments- regarding these topics are available in the Town Manager's office, 16 1-6W k Street, Reading, MA, M -W- Thurs .from 7:30 a.m. - 13 p.m., Tues from 7:30 a,rri.:'';`}% 7:00 p.m. and is attached-t&`_", the hearing notice on; Uij0 website www readingma.gov All interested parties are invitn ed to attend the hearing or;! ,i! may submit their commerd- %!p.,,,: writing or by.email prigr.tP;.j 6:00 p.m. on May 17, 201�F:, j townmanagerGci.readin .ma., us ,:.4 :. 'By order of Robert W. LeLacheur ,: t Town Manager. 5.10'.16-- ----R� : 4 Town of Reading, MA may y, zuin Hartshorn and Bancroft Parking Regs 5 -17 Mi �zs �f 4 V,! gam^, y i5�, e � CD x S` F all AAI dip` i *i �r. ».. o_ Vol Tt v _t d� 6 Q ,f a tea (ti �5 e 101% c, <s >,, t , s -. a 05A gas S >.., �,� .b ,. % - IrW, �, 1" = 572 ft MAP FOR REFERENCE ONLY NOT A LEGAL DOCUMENT Town of Reading, MA makes no claims and no warranties, expressed or implied, concerning the validity or accuracy of the GIS data presented on this map. Parcels updated 1/1/2015 Properties updated 1/1/2015 ��v AVALOS OSCAR RENE CANDIS DIANA AVALOS BLACK LINDA M 83 HANSCOM AVE 212 BANCROFT AVE READING, MA 01867 READING, MA 01867 CAMPBELL ANDREWJ MICHELLE B CAMPBELL CARPENTERJOHN E 120 HANSCOM AVE 114 HANSCOM AVE READING, MA 01867 READING, MA 01867 FRATTO THOMAS G JR SHANNON M FRATTO CHOI HYUNG- TAE ELIOT YOONJI CHOI 104 HARTSHORN ST 125 HANSCOM AVE READING, MA 01867 READING, MA 01867 CORLISS STEVEN C SANDRA CORLISS 215 BANCROFT AVE READING, MA 01867 COWAL EDWARD D KRISTINE DENIETOLIS COWAL 205 BANCROFT AVE READING, MA 01867 CRUPI BENEDICTT ETAL CO- TRS BTC /JMC GRASSI ANTHONY) KELLEY A GRASSI REALTY TRUST 95 HANSCOM AVENUE 112 WINTHROP AVE READING, MA 01867 READING, MA 01867 DOWNEY KENNETH R MARY ELLEN DOWNEY DUPONTJOHN G JEAN R DUPONT 107 WINTHROP AVE 206 BANCROFT AVE READING, MA 01867 READING, MA 01867 FARRELL MARK ANA- MARIA K FARRELL 211 BANCROFT AVE READING, MA 01867 IORIO ROBERT A IORIO MARY T 121 HANSCOM AVE READING, MA 01867 LORDAN WILLIAM D PAMELA M LORDAN 84 WI NTH ROP AVE READING, MA 01867 MILLER ROBERT M 101 WINTHROP AVE READING, MA 01867 FINLAYSON DANA C LYNNE A CASSINARI 78 HARTSHORN STREET READING, MA 01867 LEBLANC MARIE S 24 TOWER RD READING, MA 01867 NELSON MARK E CYNTHIA) NELSON 71 WINTHROP AVENUE READING, MA 01867 MOORE PATRICK K KATHLEEN S MOORE 230 BANCROFT AVE READING, MA 01867 BROWN JOSEPH E TRUSTEE JOSEPH BROWN REVOC LIVING TRUST 88 HANSCOM AVE READING, MA 01867 CARUSO CHRISTOPHER ANDREA L CARUSO 77 HARTSHORN STREET READING, MA 01867 COMMITO ROBERT F CATHY ELLEN COMMITO 78 HANSCOM AVENUE READING, MA 01867 CREAMER DANIEL PAMELA CREAMER 242 BANCROFT AVE READING, MA 01867 DISSEL KEITH L 202 BANCROFT AVE READING, MA 01867 GILLIGAN LAWRENCE M TRUSTEE BANCROFT AVENUE REALTY TRUST 236 BANCROFT AVE READING, MA 01867 FULEIHAN FARID SUSAN FULEIHAN 126 HANSCOM AVE READING, MA 01867 KING THOMAS G JOANNE E KING 102 HANSCOM AVE READING, MA 01867 METRANO JAMES L (LE) CAROL D METRANO (LE) 199 BANCROFT AVE READING, MA 01867 NICHOLS JEFFRY C NICOLE M NICHOLS 92 HANSCOM AVE READING, MA 01867 -�53 RODGERS SUJATA M GEORGE T RODGERS JR ROSTRUM RICHARD L ELAINE M ROSTRUM 193 BANCROFT AVE 85 HARTSHORN ST READING, MA 01867 READING, MA 01867 SCOTT JOHN W JULIE B SCOTT SEGALLAJOHN C SEGALLA MARY E 129 HANSCOM AVE 115 HANSCOM AVE READING, MA 01867 READING, MA 01867 SWYTER DAVID M ETAL TRUSTEES SWYTER TIERNEY MARK S BIRON FAMILY TRUST 103 HARTSHORN ST 98 HARTSHORN ST READING, MA 01867 READING, MA 01867 WALSH DAVID M JANE M WALSH 77 WINTHROP AVE READING, MA 01867 WILLIAMS RICHARD C LYNNA B WILLIAMS 78 WINTHROP AVE READING, MA 01867 LANE REBECCA E 101 HANSCOM AVE READING, MA 01867 WEBERJONATHAN C CORRINE L WEBER 84 HARTSHORN STREET READING, MA 01867 WILLIAMSON CHRISTIE A CHRISTOPHER R JARVIS 6 WOODLAND ST READING, MA 01867 FERRARA MARK FERRARA HEATHER 77 HANSCOM AVE READING, MA 01867 SCHUBERT RICHARD W VICTORIA F SCHUBERT 119 WINTHROP AVE READING, MA 01867 STRUBLE JEFFREY W RUTIGLIANO CHRISTINE 4 TOWER ROAD READING, MA 01867 TUCKER ROBERT M MICHELE M TUCKER 12 WOODLAND ST READING, MA 01867 WEIR TERENCE J LORIANN CALDERBANK WEIR 102 WINTHROP AVE READING, MA 01867 WILCOXJONATHAN LALISON B WILCOX 84 HANSCOM AVE READING, MA 01867 FARNUM MARSHALL C FARNUM STELLA M 83 WINTHROP AVENUE READING, MA 01867 ZAYA THOMAS J ETAL TRUSTEES ZAYA FAMILY ROSATONE ANTHONY SAU BERMAN N TOMASELLO MARIE E TRUSTEE MARIE E IRREVOCABLE TRUST JENNIFER TOMASELLO REV TRUST 108 WINTHROP AVE 87 HANSCOM AVE 120 WINTHROP AVE READING, MA 01867 READING, MA 01867 READING, MA 01867 ZIEGLER WILLIAM TRUSTEE ZIEGLER CARLENE a D TRUSTEE � !�7 i Z -vim 92 HARTSHORN ST READING, MA 01867 Sjq Amendment Number: 2016 -07 Date Filed: May 17, 2016 Filed By: Sergeant Christine Amendola On Behalf of: Parking Traffic Transportation Task Force Section 1: Purpose of Amendment - Restrict parking on Hartshorn Street between Hanscom Avenue and Bancroft Avenue: Reading Residents Only Section 2: Proposed Amendment - In accordance with article 5.2.2, parking shall be restricted by permit to those with a Reading Resident Community Access Permit Sticker, from the hours of 2:00pm to 10:00pm from April 1St through August 31St Street to be amended: Hartshorn Street Location on Street: Northerly side between Hanscom Ave and Bancroft Avenue Regulation to Amend: Article 12 Pursuant to Article: 5.2.2 Section 3: Effective Date: This act shall take effect upon its passage and the provisions above shall not expire. Board of Selectmen: Date Signed: Certification of Amendment: The Town Clerk certifies that Amendment Number above was by the Board of Selectmen of the Town of Reading through an official vote occurring during a public hearing held on . The Amendment was through a vote of in favor and opposed. Town Clerk Town Corporate Seal Amendment Number: 2016 -06 Date Filed: May 17, 2016 Filed By: Sergeant Christine Amendola On Behalf of: Parking Traffic Transportation Task Force r xn� Section 1: Purpose of Amendment - Amend Article 5.2.2 Reading Resident Community Access Sticker, Residents Only Parking. Amend hours from 2:00pm- 8:00pm to 2:00pm- 10:00pm. Section 2: Proposed Amendment - 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 10:00pm 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. Section 3: Effective Date: This act shall take effect upon its passage and the provisions above shall not expire. Board of Selectmen: Date Signed: Certification of Amendment: The Town Clerk certifies that Amendment Number above was by the Board of Selectmen of the Town of Reading through an official vote occurring during a public hearing held on . The Amendment was through a vote of in favor and opposed. Town Clerk Town Corporate Seal C� µ lz J�� .k r= ,,ryryry `t I x^21 fr µ lz J�� Schena, Paula From: LeLacheur, Bob Sent: Wednesday, April 20, 2016 7:28 PM To: Schena, Paula Cc: Forwarding Account for John Halsey Subject: FW: Notice of Hearing - Bancroft Ave Parking to be discussed From: David Swyter [davidmswyter@gmail.com]- Sent: Wednesday, April 20, 2016 7:26 PM To: LeLacheur, Bob Subject: Re: Notice of Hearing - Bancroft Ave Parking Hi Bob, Please create a LEGAL NOTICE TOWN OF READING for a public hearing at the next available Board of Selectmen meeting. The following are the items discussed at Tuesday's Board of Selectmen's meeting on April 19, 2016. • Restrict Parking on Bancroft Avenue on the westerly side from Hartshorn Street to the north end of Bancroft Avenue to "Reading Resident Community Access Permit Sticker from the hours of 2:00 p.m. to 10:00 p.m. from April 1 st through August 31 st„ • Restrict Parking on Hartshorn Street on the northerly side from Bancroft Street to Hanscom Avenue to "Reading Resident Community Access Permit Sticker from the hours of 2:00 p.m. to 10:00 p.m. from April 1 St through August 31 st„ • Restrict Parking on Hanscom Avenue on both the easterly and westerly sides from Hartshorn Street south to the southerly property line of the 87 and 88 Hanscom Avenue to "Reading Resident Community Access Permit Sticker from the hours of 2:00 p.m. to 10:00 p.m. from April 1St through August 31St" • Add a stop sign at northwest corner of Bancroft Avenue at the intersection of Bancroft Avenue and Hartshorn Street. ThThanks for your support, DaDave T On Sun, Apr 17, 2016 at 11:34 AM, David Swyter <davidms erkgmail.com> wrote: Here is the attachment, sorry I grabbed the wrong file. On Sun, Apr 17, 2016 at 11:30 AM, David Swyter <davidmswyter@gmail.com> wrote: Thanks Bob, I have added to your map additional areas of existing NO PARKING, attached. I have also added to my proposed amendment; I have added the area west of Hartshorn Street on Hanscom Ave's east and west sides up i �v to the crest of the hill where there is a blind spot where traffic meets; this at the suggestion of my neighbors who live on Hanscom Ave. The general tone from the neighbors that I have spoken with is for extending the restricted permit time from 8:00 pm to 10:00 pm when the lights are extinguished. One this is for certain, we need support from Reading PD, a little enforcement would go a long way toward improving our current situation. I assume you will have a representative from our Police Department available at Tuesdays meeting. The other issue that neighbors along Bancroft will be vocal about is that players disrespect as they change from street /work clothing to sporting clothing outside of their cars. All of this said, the complications of adding lights to the Birch Meadow ball fields will foster additional aggravation, to say nothing about the impact of additional traffic, noise and light pollution, and extended field use will have on my neighbors, my family, and our property values. Someone wins and someone loses, we were hoping for a principled conclusion, but feel our voices have not been heard. Hope this is helpful. Thanks, Dave On Sat, Apr 16, 2016 at 12:11 PM, LeLacheur, Bob < wrote: Hi David —first, please see the map below. Shown in red, there is already no parking allowed in that section, if I understood your proposal? 5�� Bancroft fi-om Hartshorn Street to End of Bancroft v vets�,e�,w�r As to the 8pm limit, all night events are expected to begin before that time, so arrivals after 8pm should be limited in terms of parking needs. While there may be scheduled events that go as late as 10pm that is not necessarily the norm. Finally it seems reasonable that these homes allow guest parking, the 8pm was meant to allow for some of that as well. It's a similar philosophy used in other parts of town — for example near the train depot where parking is restricted before 10am as commuters generally go earlier. Lastly, please see this link: http://www.readingma.gov/ sites /readingma /files /uploads /2016- 04 traffic rules and regulations.pdf Section 5.2.2 is a proposed new section (page 15 of that link) that would read as follows: 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 on any streets or parts of streets to which this Article has been applied as listed under Article 12. Section 12 is a list of roads (begins on page 34 in that link above) that is proposed to add Bancroft with that language shown above. Thanks, :.• Robert W. LeLacheur, Jr. CFA Town Manager, Town of Reading 16 Lowell Street, Reading, MA 01867 townmanager @ci. reading. ma. us (P) 781 - 942 -9043; (F) 781 - 942 -9037 www.readingma.gov; Please fill out our brief customer service survey at: http:// readingma- survey.virtuaItownhall. net /survey /sid /ff5d3a5f03e8eb60/ Town Hall Hours: Monday, Wednesday and Thursday: 7:30 a.m - 5:30 p.m.;Tuesday: 7:30 a.m. - 7:00 p.m.; Friday: CLOSED From: David Swyter [mailto:davidmswyter @gmail.com] Sent: Thursday, April 14, 2016 8:24 PM To: Town Manager; Feudo, John Subject: Notice of Hearing - Bancroft Ave Parking :•• 4 '�(J [ � Can you provide me with a copy of Article 5.2.2 and Article 12, as referenced in the Legal Notice? Can you help me understand the 8:00 pm limit? Currently the Birch Meadow Recreation Facility tennis courts and ball fields lights are off at 10:00 pm, is the BOS intending turn these lights off at 8:00 pm? My intention is to offer an amendment to include restricted parking along the west side of Hartshorn Street between Bancroft Ave and Hanscom Ave. David M. Swyter 98 Hartshorn Street Reading, MA 01867 -2063 781 - 944 -5720 home 781 - 439 -9094 cell David M. Swyter 98 Hartshorn Street Reading, MA 01867 -2063 781- 944 -5720 home 781- 439 -9094 cell David M. Swyter 98 Hartshorn Street Reading, MA 01867 -2063 781- 944 -5720 home 781 - 439 -9094 cell David M. Swyter 98 Hartshorn Street Reading, MA 01867 -2063 781- 944 -5720 home .�J12 A Better Direction Board of Selectmen Meeting May 17, 2016 5/11/2016 Size: 18" by 24" Style: PVC Mounting: Telephone Poles /Posts Height: MUTCD Standard of 8' Min. 5/11/2016 6 5/11/2016 Vw TF i 5/11/2016 GREGORY C. DEMAKIS THOMAS C. DEMAKIS SANDOR RABKIN JOSEPH H. DEVLIN* *Also Admitted in N.H. April 27, 2016 Attn: Paula Schena Reading Town Hall 16 Lowell Street Reading, MA 01867 DEMAKIS LAW OFFICES, P. C. 2016 APR 28 AM f0. 50 56 CENTRAL AVENUE LYNN, MASSACHUSETTS 01901 TEL. (781) 595 -3311 FAX (781) 592 -4990 www.demakislaw.com Via Federal Express RE: Change of Beneficial Interest application for an Annual All Alcoholic Beverages Restaurant License — Anthony's Coal Fired Pizza of Reading LLC d /b /a Anthony's Coal Fired Pizza, 48 Walkers Brook Drive, Reading, MA Dear Ms. Schena: Enclosed please find the following documents (originals and copies) with regard to the above - referenced application. 1) Attorney's check payable to the ABCC in the amount of $200. 2) ABCC Online Application Forms, including: a. Form 43. b. Monetary Transmittal Form. c. Petition for Transfer of Ownership. d. Retail Application. e. Applicant's Statement. f. Personal Information Forms and CORI's for the manager and LLC managers. g. Manager Application. h. Exhibit Package — including corporate structure and exhibits for retail application. 3) Certificate of Authorization. 4) Proof of Citizenship of the manager and LLC managers. 5) Secretary of State Summary Sheet. 6) Lease — the lease remains the same as previously submitted. 7) Certificate of Good Standing from the Department of Revenue for Anthony's Coal Fired Pizza of Reading LLC. Clients /Catterden- Anthony's /ABCC /Cover to Reading 2.24.16 Sri We sent the manager forms to the manager to sign, and they will bring them to you shortly. Thank you very much for your time and cooperation. If you have any questions or need additional information, please feel free to call me at extension 105. Enclosure Clients /Catterden- Anthony's /ABCC /Cover to Reading 2.24.16 SiNgfely yours; H. Devlin ;v at law SUMMARY OF TRANSACTION AND REQUEST FOR WAIVER OF DISCLOSURE OF A PRIVATE EQUITY OWNERSHIP STRUCTURE Anthony's Coal Fired Pizza of Reading LLC d /b /a Anthony's Coal Fired Pizza Applicant: Anthony's Coal Fired Pizza of Reading LLC (the "Licensee "). The ownership structure of the Licensee contains private equity investment, which is critical to the expansion of the concept and the opening of several new restaurants in Massachusetts and other states. Catterton Partners, VII, L.P. ( "Catterton "), owns the largest share of the structure, as detailed in Exhibit A and an affidavit included therewith. Catterton, an investment company with $5.5 billion of equity capital, has invested through a fund comprised of a general partner and 93 limited partners that include sovereign wealth funds, public and private pension funds and other institutional investors investing on behalf of thousands of individuals. The officers and principals disclosed have control over the day -to -day operations of the licensed entity and are also the ultimate controlling officers /managers of Cardboard Box LLC, which makes all of the other decisions for the ownership structure. Disclosure of all of the individuals in the private equity ownership would not be possible, does not further the regulatory objectives of Chapter 138 and would seriously inhibit the hospitality industry in Massachusetts. To that end, the applicant requests a Waiver of Disclosure of the private equity ownership. Transaction: Catterton purchased an approximately 80% share of an upper -tier ownership entity. As a result, the existing ownership interest of some upper -tier entities were diluted, but those ownership entities otherwise remain the same. The operations of the restaurant will also remain unchanged. Cost: $156,904,837.00 Finance: The purchase was funded from a $70,500,000.00 credit agreement with Regina Bank and $86,404,837.00 from investment capital of the fund. SG 3 Catterton- Antliony's /ABCC /Summary Trans - Reading CERTIFICATE OF GOOD STANDING s'G y Joe /open /lic. /liquor license &exhibit header sheets MASSACHUSETTS DEPARTMENT OF REVENUE Letter ID: L0246065152 PO BOX 7044 Notice Date: Fehriia I�, "i l 1 BOSTON, MA 02204 Case ID: CONTACT CENTER o� (617) 887 -6367 CERTIFICATE OF GOOD STANDING AND /OR TAX COMPLIANCE tl1' Itl��nlllll��lil��l" i�l�l��llttltt�ii�litlt�th�t��l�l�lli� a� ANTHONY'S COAL FIRED PIZZA OF °gam 200 W CYPRESS CREEK RD STE 220 a FORT LAUDERDALE FL 33309 -2175 The Commissioner of Revenue certifies that, as of the date of this certificate, ANTHONY'S COAL FIRED PIZZA OF RE ADING LLC is in compliance with its tax obligations under Chapter 62C of the Massachusetts General Laws. This certificate doesn't certify that the taxpayer is compliant in taxes such as unemployment insurance administered by agencies other than the Department of Revenue, or taxes under any other provisions of law. This is not a waiver of lien issued under Chapter 62C, section 52 of the Massachusetts General Laws. Visit our website at mass.gov/dor for one -stop access to taxpayer information. You can learn more about state tax laws and DOR policies and procedures, including your Taxpayer Bill of Rights and the appeals process. You can file your returns, make payments and manage your account at mass.gov /masstaxconnect. You may also contact us by phone at (617) 887 -6367 or toll -free in Massachusetts at (800) 392 -6089, Monday through Friday, 9:00 a.m. to 5:00 p.m. Charlene Hannaford Acting Deputy Commissioner APPLICATION AND FORMS Joe /open /lic. /liquor license &exhibit header sheets MI, ^""""m""="of""~~^~ �A� _� �� �� ��� ^� A�ox^xxxc,w,�=/o",^ C ov�v�m4/.,". � '.' '�' w� 239 Coux xqvu,wvtarx /*mr aoxmx.a/A 02114 PETITION FOR TRANSFER 0; OWNERSHIP, TRANSFER oF STOCK, NEW OFp|Csn(o)' o|ncc7on(u),sTnCxxoLocn(q AND LLzxxAmossn(x) _ ABCC License Number City/Town Txexcvo,ce A. and the me u pp I Anthony's Coal Fired Pizza of Reading LLC respectfully petition the Licensing Authorities to approve the following transfer ofownership, Any Corporation, LucorAssociation, Partnership, Individual, Sole Proprietor Listed in box («.) must submit a��bfcmeofuopd�ao�o�(n,m the mxomchv`ettsDepartment o( Revenue (oon). Is the PRESENT licensee a Corporation/LLC listed in box (A.), duly registered under "he laws of the Commonwealth of Massachusetts? Yes F� No If YES, please list the officers, directors and stockholders, their residences, and shares owned by each, Name Titl e Address Stock or Owned ANTHONY BRUNO 10 20(1 W Cypress Creek Rd. Ste. 220, Ft. Lauderdale, FL 0% SAMUEL G, WEISS LLC Manager, VP, Sec. 200 W. Cypress Creek Rd. Ste. 220, Ft. Lauderdale, FL 0% PATRICK F.mxnzANO |LL[ Manager, VP, Treas. |zOnVu Cypress Creek Rd. Ste. 220 Ft, Lauderdale, [L 10$ Is the PROPOSED transferee a Corporation/LLC listed in box (B.), duly registered under the laws of the Commonwealth of Massachusetts? nX Yes F] No TO: (Place on^ before the name vf each nmsCTOn/ucxxonage:) Narne Title Address Stock or % Owned ANTHONY BRUNO LLC Manager., Pres, CEO 200W.Cypre5s Creek Rd. Ste. 220, Ft. Lauderdale, FIL 0% SAMUEL G. WEISS LLC Manager, VP, Sec. 200W. Cypress Creek Rd. Ste. 220, Ft, Lauderdale, FL 0% PATRICK F, MARZANO LLC Manager, VP, Treas, 200 W. Cypress Creek Rd, Ste, 220, Ft. Lauderdale, FL 01YO 200 W. Cypress Creek Rd. Ste. 220, Ft. Lauderdale, FIL i III'% �Anthony'5 Pizza Holding Company, LLC structure. See Exhibit A for ownership Theabovenamedpmposed tramferec here b jo|ns 1 n th I spetiuv n for trumfe,nfsaW|i ce se- SIGNATURE oFLxST-AppnmvEmucsmscc r lo"o� th xao wo Date Signed SIGNATURE mp PROPOSED TRANSFEREE: | / The Commonwealth of Massachusetts _ Alcoholic Beverages Control Commission 239 Causeway Street Boston, MA 02114 w r www. mass.go v/abee 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 NUMBER1 IF USED EPAY, CONFIRMATION NUMBER A.B.C.C. LICENSE NUMBER (IF AN EXISTING LICENSEE, CAN BE OBTAINED FROM THE CITY) 101600038 —� LICENSEE NAME Anthony's Coal Fired Pizza of Reading LLC ADDRESS 48 WALKERS BROOK DRIVE CITY /TOWN READING STATE MA ZIP CODE 01867 TRANSACTION TYPE (Please check all relevant transactionsl: n Alteration of Licensed Premises n Cordials /Liqueurs Permit Change Corporate Name Change of License Type E] Change of Location Issuance of Stock New Officer /Director [:] Transfer of License ❑ New Stockholder 0 Management /Operating Agreement F� Pledge of Stock E] More than (3) § 1 S [:] Pledge of License E] Transfer of Stock Wine & Malt to All Alcohol E] 6 -Day to 7 -Day License F� Change of Manager F_� New License Seasonal to Annual ❑X Other Change in Beneficial Interest 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 S'0 APPLICATION FOR RETAIL ALCOHOLIC BEVERAGE LICENSE City/Town Reading 1. LICENSEE INFORMATION: A. Legal Name /Entity of Applicant:(Corporation, LLC or Individual) Anthony's Coal Fired Pizza of Reading LLC B. Business Name (if different) : Anthony's Coal Fired Pizza Manager of Record: John C. Bouche D. ABCC License Number (for existing licenses only) : 145600013 E.Address of Licensed Premises 48 WALKERS BROOK DRIVE City /Town: Reading State: MA Zip: 01867 F. Business Phone: (781) 944 -8454 G. Cell Phone: H. Email: Weiss @acfp.com I. Website: https: / /acfp.com /location /coming- soon - reading/ .I.Mailing address (If different from E.): 200 West Cypress Creek Rd., Suite 220 City /Town: Ft. Lauderdale State: FL Zip: 33309 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 ❑ §12 General On- Premises ❑ §12 Tavern (No Sundays) ❑ §15 Package Store LICENSE CATEGORY: ❑X All Alcoholic Beverages ❑Wines &Malt Beverages ❑ Wines 1:1 Malt ❑ Wine & Malt Beverages with Cordials /Liqueurs Permit 5. LICENSE CLASS: X❑ Annual ❑ Seasonal CONTACT PERSON CONCERNING THIS APPLICATION (ATTORNEY IF APPLICABLE) NAME: Joseph H. Devlin, Esq. /Demakis Law Offices, P.C. ADDRESS: 56 Central Avenue, Suite 201 CITY /TOWN: Lynn STATE: MA ZIP CODE: 01901 1 CONTACT PHONE NUMBER: (781) 595 -3311 FAX NUMBER: (781) 592 -4995 EMAIL: jdevlin @demakislaw.com 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, anoutdoor 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." 3,193 SQ. FT. PREMISES IN A SINGLE STORY BUILDING. THREE ENTRANCES AND EXITS AND WILL HAVE A SEATING CAPACITY OF 97 AND A TOTAL CAPACITY OF 112 OCCUPANTS. THERE WILL BE AN AREA ON THE PREMISES FOR COAL STORAGE AS WELL AS A WALK IN COOLER FOR FOOD AND BEVERAGE STORAGE. Total Square Footage: 3,245 Number of Entrances: 1 Number of Exits: 15 Occupancy Number: 111 Seating Capacity: 102 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: j Landlord is a(n): ILLC I Other: t Name: (Two Walkers Brook Crossing, LLC c/o The Wilder Companies, Ltd I Phone: 1(617) 896 -4902 Address: 800 Boylston Street, Suite 1300 City /Town: Boston State: El Zip: 02199 Initial Lease Term: Beginning Date 09/01/2015 Ending Date 08/31/2025 Renewal Term: 11 Options /Extensions at: 10 Years Each Rent: $172,856.47 Per Year Rent: $14,404.70 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 F 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. LICENSE STRUCTURE: The Applicant is a(n): LLC Other If the applicant is a Corporation or LLC, complete the following: Date of Incorporation/Organization: 09 -22 -2014 State of Incorporation /Organization: M Is the Corporation publicly traded? Yes ❑ No ❑X 10. INTERESTS IN THIS LICENSE: List all individuals involved in the entity (e.g. corporate stockholders, directors, officers and LLC members and managers) and any person or entity with a direct or indirect, beneficial or financial interest in this license. 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 LORI_ Release_Fo.rm. (unless they are a landlord entity) Name All Titles and Positions Specific % Owned Other Beneficial Interest ANTHONY BRUNO LLC Manager, Pres., CEO 0% .1% upper -tier owner SAMUEL G. WEISS LLC Manager, VP, Treas. 0% .1% upper -tier owner PATRICK F. MARZANO LLC Manager, VP, Sec. 0% .1% upper -tier owner Two Walkers Brook Crossing, LLC 0% Landlord with percentage rent. See Exhibit A for ownership structure. *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 ❑x No ❑ If yes, list said interest below: Name License Type Licensee Name &Address See Exhibit B Please Select Please Select Please Select Please Select Please Select Please Select *If additional space is needed, please use last page. r � & VI 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 ❑X No ❑ If yes, list said interest below: Name Licensee Name & Address Date Reason Terminated See Exhibit B Please Select Please Sel ect 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 Z If yes, list said interest below: Date License Reason of Suspension, Revocation or Cancellation See Exhibit C 14. CITIZENSHIP AND RESIDENCY REQUIREMENTS FOR A ( 515) PACKAGE STORE LICLNSt UNLY : 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? Yes ❑ 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 ❑ 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 ❑X 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 ❑ 5612 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.TOTALCASH I. TOTAL AMOUNT FINANCED $0.00 !� $0.00 $0.00 $0.00 $0.00 1156,904,837 156,904,837 186,404,837 70,500,000 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): Dollar Amount Catterton purchased an approximately 80% share of an upper -tier ownership entity. As a result, the existing ownership interest of Regina Bank 70,500,000 some upper -tier entities were diluted, but those ownership entities otherwise remain the same. The operations of the restaurant will also remain unchanged. The purchase was funded by $150,000,000.00 from an existing unsecured credit agreement with a total available balance of $825.0 million and $75,000,000.00 from capital reserves of the investment fund. *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 Regina Bank 70,500,000 Credit Agreement `it auuiuvnai space a neeucu, plca_�c uac fail Fa5 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 OX If yes, please describe: 19. PLEDGE: (i.e. COLLATERAL FOR A LOAN) A.) Is the applicant seeking approval to pledge the license? ❑ Yes ❑X No 1. If yes, to whom: 2. Amount of Loan: !� 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 ❑x 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 Z No 21. ANTICIPATED OPENING DATE: n/a IF ALL OF THE INFORMATION AND ATTACHMENTS ARE NOT COMPLETE _Wq AFP(ICANTS-STATEV ENT ' corporate principal; O LLC /LLP member i sarnuel w_ns they [:]sole proprietor; partner; :.......... .......................... . ... ... . :tU tt:Ariu:�t $tl,f.at C) "p of ,Anthony s Coal Fired Pizza of Reading LLC hereby submit this application for khan a a{ ben.... interest you are appl,,nnffloir Marne 0 ErI ltyjC.o!' ?Prat. i:Jfi (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: (2} 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, l 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; (A) 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) ! 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) I 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. i .7 5's nature:" I [date: I. cA�di Title: I LLC Manager The Commonwealth of Massachusetts Alcoholic Beverages Control. Commission = 239 Causeway Street Boston, MA 02114 www.mass.gov/abec w 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: Anthony's Coal Fired Pizza of Reading LLC Business Name (dba): Anthony's Coal Fired Pizza Address: 48 WALKERS BROOK DRIVE City /Town: READING State: MA Zip Code: 01867 ABCC License Number: 101600038 Phone Number of Premise: 781 - 944 -8454 (If existing licensee) 2. MANAGER INFORMATION: A. Name: John C. Bouche B. Cell Phone Number: 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 ❑X No ❑ B. Date of Naturalization: N/A 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 interest in a license to sell alcoholic beverages? Yes ❑ No ❑X 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 Q 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: This location. D. Please list your employment for the past ten years (Dates, Position, Employer, Address and Telephone): Please see attached. /hereby swear under the pain and penalties of perjury that the information/ have provided in this application is true and accurate: Signature Date Zv John Bouche — Employment History Rider To MA Alcoholic Beverage License Manager Application Server, Bartender, General Manager Joe's American Bar and Grill Waterfront, 100 Atlantic Ave. Boston MA, 02110 617- 367 -8700 June 2010 - September 2015 Server The Flying Bridge Restaurant, 220 Scranton Ave., Falmouth, MA 02540 508 -548 -2700 April 2009 — September 2009 Bartender The Beach House Restaurant, 17 Nathan Ellis Hwy., Falmouth, MA 02540 508 -564 -5029 2007 -2009 Bartender The Landfall Restaurant, 9 Luscombe Ave., Woods Hole, MA 02543 508 - 548 -1758 2004 —2007 The Commonwealth of Massachusetts Alcoholic Beverages Control Commission 239 Causeway Street Boston, MA 02114 r www.mass.gov/abec f t V PERSONAL INFORMATION FORM Each individual listed in Section 10 of this application must complete this form. 1. LICENSEE INFORMATION: A. Legal Name of Licensee Anthony's Coal Fired Pizza of Re C. Address F WALKERS BROOK DRIVE E. City /Town Reading F. Phone Number of Premise 781 - 944 -8454 2. PERSONAL INFORMATION: B. Business Name (dba) Anthony's Coal Fired Pizza D. ABCC License Number 101600038 (If existing licensee) State MA Zip Code 01867 —� G. EIN of License A. Individual Name John C. Bouche B. Home Phone Number C. Address 88 Baxter Street D. City /Town South Boston State MA Zip Code 02127 E. Social Security Number F. Date of Birth G. Place of Employment Anthony's Coal Fired Pizza of Reading LLC 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 am the current manager of record for the applicant licensee. 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 Title Manager of Record (If Corporation /LLC Representative) i l The Commonwealth of iyfassachusetts ;alcoholic Beverages Control Corrtnrit'siorc 239 Causeway Street i Boston 'I%A 02114 i :r - ' ,v�viv rncttt.;; p,Jrrr�icc PERSONAL INFORMATION FORM Each individual listed in Section 10 of this application must complete this form. 1, LICENSEE INFORMATION: A. Legal Name of Licensee Anthony's Coal Fired Pizza of Re C. Address 148 WALKERS BROOK DRIVE -------- -- — _ ............._._ _. - _ -�E. City/Town Reading F, Phone Number of Premise [781-944-845 4 2, PERSONAL INFORMATION: A. Individual Name ANTHONY BRUN0 C. Address 13329 N,E, 16th Court D, City /Town I,Fort Lauderdale -- B. Home Phone Number l State Ft Zip Code 33305 - E. Social Security Number F, Date of Birth ;S. Place of Employment ?Anthony's Coal Fired Pizza _ ..... . -- ..... _..... - - - -- 3. BACKGROUND INFORMATION: Have you ever been convicted of a state, federal or military crime? Yes E] No if yes, as part of the application process, the Individual must attach an affidavit as to any and ail convictions. The affidavit must include the city and state where tll'e tllt5fl.±"q K�4clarr4tl,zfs w�i1,54 _(ti to I �. „QLtY�G..nv {Ctj�ns,. ,._, w..•.._ ._.,,.,._...,........_.._....._ ..__..... — _._.._.... __.... _ ....._. _... _ _.___.. __ 4. FINANCIAL INTEREST: Provide a detailed description of your direct or indirect, beneficial or financial interest in this license. I am the LLC Manager, President, and CEO of the applicant licensee, and a member of the Board of Managers and shareholder of a parent company, ;,,,; ?t:_ii?Tfa ail tf (ACF I`,i £dl5 (8): For all cash contributions, attach last *If additional space is needed, please use.,the last page months of bank statements for the source(s) of this cash. i hereby swear a the poins and penalties of perjur he information I hove provided In this appticotion is true and acct�rote: . ka Signatures Date i TRie LC Manager (If Corporation /LLC Representative) The Coninionwealth oj'Afassachusefts Alcoholic Beverages Control Commission 239 C.'aiisewaY Street 1=0 Boston, JWA 62.114 � �17 PERSONAL INFORMATION FORM Each individual listed in Section 10 of this application must complete this form. 1. LICENSEE INFORMATION: ---------- A. legal Name of Licensee Anthony's Coal Fired Pizza of Rea.IV . ....... ... - .. .. ...... .. C. Address 1- 4 8 WALKERS B R 0 0 K DRIVE .. ... . .. ... . . ..... . .. . ... .. ....... --- ------- E. City/Town Reading F, Phone Number of Premise 81-944-8454 ........ .. .. . ..... . .... 1 2 . . . PbiS6`N- AL"l-N-F-0-11MATION, B. Business Name (dba) (Anthony's Coal Fired Pizza D. ABCC License Number 101600038 (if existing licensee) State IMA Zip Code G. EIN of License 1� 01867 ...... ..... . .. . . ..... ......... . — ------ .... . .......... — ------------------------ .. .......... . ...... I .. . . . .......... ...... ........... ....... ........... 3, BACKGROUND INFORMATION, Have you ever been convicted of a state, federal or military crime? Yes ❑ No FX-1 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 . ... ........ .. . ...... . 4. FINANCIAL INTEREST, Provide a detailed description of your direct or indirect, beneficial or financial interest in this license. I am the LLC Manager, Vice. President, and Treasurer of the applican', licensee, and a member of the Board of Managers and shareholder of a parent company. IMPORTANT ATTACHMENTS (8): For all cash contributions, attach last (3) *If additional space Is needed, please use the last Page t hereby s accurate: Signature Title ank statements for the source(s) of this that the information i have provided in this application is true and Date A n/LLC Representative) -02- The Commonwealth of Afassachusetts Alcoholic Beveranes Control C'onimiss. 239 Causewai. Street t °fr° Roston ?YiA 02114. i f t c0i a t'- iOVIV nflt4'.C.�Tljl,lfi%1Ce x, {{ ,.cf ......._ ..... ..... _... i PERSONAL INFORMATION FORM Each individual listed in Section 10 of this application must complete this form. 1. LICENSEE INFORMATION: A, Legal Name of Licensee [Arrthony's Coal Fired Pizza of Reatj! C. Address �48 WALKERS BROOK DRIVE E. City /Town(Reading F, Phone Number of Premise 1. 781 -944 8454 Z. PERSONAL INFORMATION: B. Business Name (dba) Anthony's Coal Fired Pizza D. ABCC License Number 101600038 (If existing licensee) � -- state MA i Zip Code 01867 f _ _ . ___ ...... ._._i G. EIN of License A. Individual Name SAMUEL G WEISS I B. Home Phone Number _._ - -- C. Address 111796 Valencia Gardens Avenue D. City /Town Palm Beach Gardens State FL Zip Code 33410 E. Social Security Number F. Date of Birth ........___ ..............._.. __. .._....__..__...___..........._ — -- - _.._ ......... ....... ...... .... - ....._ ... G. Place of Employment (Anthony's Coal Fired Pizza 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 S.1] .GiLtrzt�3S. oc rr (IstS wc,Il g [.f S.tiJ3i. >_cr iCi4!r {tC.Tt SLf4??�1SSIStL+i• -- -- -- —_____,__ :_ .. ... ......... _:,__. .____........ -._ -__ - FINANCIAL INTEREST: Provide a detailed description of your direct or indirect, beneficial or financial interest in this license. ii am the LLC Manager, Vice President, and Secretary of the applicant licensee, and shareholder of a parent company. IMPORTANT ATTACHMENTS (8). For all cash contributions, attach last (3) months of bank staternents for the source(s) of this cash. *If additional space is needed, please use the last page I hereby swear under the poins and penalties of perjury that the information I have provided in this application is true and accurate. Signature ;Date ?itie Vice President and Secretary i (If Corporation /LLC Representative) ,. ___ _.._ ................ ............ ........ _.._- ........... .... .. ....... .............. ._..._......:._._: _� &Z, ( The Commonwealth of Massachusetts Alcoholic Beverages Control Commission 239 Causeway Street 0 M r Boston, MA 02114 - -- www.mass.gov /abcc PERSONAL INFORMATION FORM Each individual listed in Section 10 of this application must complete this form. LICENSEE INFORMATION: Anthony's Coal Fired Pizza A. Legal Name of Licensee of Littleton, LLC C, Address 201 Constitution Avenue E. City /Town Littleton F. Phone Number of Premise TBD PERSONAL INFORMATION: B. Business Name (dba) Anthony's Coal Fired Pizza D. ABCC License Number (If existing licensee) State MA Zip Code 01460 G. EIN of License A. Individual Name Andrew Taub B. Home Phone Number C.,Address 401 East 60th Street, Apt 10 -L D, City /Town New York - -� State NY Zip Code 10022 E. Social Security Number F. Date of Birth G. Place of Employment L Catterton 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. Indirect interest as an LLC manager and general partner above the licensee IMPORTANT ATTACHMENTS (8): For all cash contributions, attach last (3) months of bank statements for the sources) o t is *If additional space is needed, please use the last page I hereby swear under he pains and penalties of perjury that the information I have provided in this application is true and accurate: Signature Date 4/8/2016 Title LMa0ger I (If Corporation /LLC Representative) The Commonwealth of Massachusetts AO Alcoholic Beverages Control Commission Im __ 239 Causeway street Boston, MA 02114 4: PERSONAL INFORMATION FORM Each individual listed in Section 10 of this application must complete this form. 1. LICENSEE INFORMATION: A. Legal Name of Licensee Anthony's Coal Fired Pizza of Littleton LLC C. Address 201 Constitution Avenue E. City /Town Littleton F. Phone Number of Premise TBD 2. PERSONAL INFORMATION: A. Individual Name Matthew Leeds C, Address X11 Manor Road D. City /Town Old Greenwich E. Social Security Number G. Place of Employment B. Business Name (dba) Anthony's Coal Fired Pizza D. ABCC License Number ^^ (If existing licensee) State MA Zip Code 01460 G. EIN of License B. Home Phone Number State El Zip Code 06870 F. Date of Birth 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. Indirect interest as an LLC manager and general partner above the licensee IMPORTANT ATTACHMENTS (8): For all cash contributions, attach last (3) montns OT oanrc siaternenia iur UM: *If additional space is needed, please use the last page l hereby swear under the pains and penalties of perjury that the information I have provided in this application is true and accurate: Signature L ( Date 4/8/2016 Title Manager (If Corporation /LLC Representative) The Commonwealth of Massachusetts Alcoholic Beverages Control Commission - -- = 239 Causeway Street Boston, MA 02114 www.mass.gov/abce PERSONAL INFORMATION FORM Each individual listed in Section 10 of this application must complete this form. 1. LICENSEE INFORMATION: A. Legal Name of Licensee nthony's Coal Fired Pizza of Littleton C C. Address 201 Constitution Ave. E. City /Town Littleton F. Phone Number of Premise 781 - 944 -8454 2. PERSONAL INFORMATION: B. Business Name (dba) Anthony's Coal Fired Pizza T� D. ABCC License Number (If existing licensee) State MA Zip Code 01460 G. EIN of License i A. Individual Name Jay Takefman B. Home Phone Number i C. Address 250 W 93rd St., Apt. PHC D. City/Town [Newyork State NY Zip Code 10025 _ '-- E, Social Security Number ____ I F. Date of Birth G. Place of Employment Quilvest Private Equity 3. BACKGROUND INFORMATION: Have you ever been convicted of a state, federal or military crime? Yes ❑ No ❑x If yes, as part of the application process, the individual must attach an affidavit as to any and all convictions. The affidavit must include the city and state where the charges occurred as well as the disposition of the convictions. FINANCIAL INTEREST: Provide a detailed description of your direct or indirect, beneficial or financial interest in this license. Member of the Board of Managers of the indirect parent company. IMPORTANT ATTACHMENTS (8): For all cash contributions, attach last (3) months of bank statements for the source(s) or tnis casn. *If additional space is needed, please use the last page 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 Title ember of the Board of Managers of the indirect (If Corporation /LLC Representative) parent company �// �� The Commonwealth of Massachusetts Alcoholic Beverages Control Commission -- = 239 Causeway Street Boston, MA 02114 W www. mass. gov/abec PM � � � � � i PERSONAL INFORMATION FORM Each individual listed in Section 10 of this application must complete this form. 1. LICENSEE INFORMATION: B. Business Name (dba) Anthony's Coal Fired Pizza��� A. Legal Name of Licensee Anthony's Coal Fired Pizza of Littleton LC D. ABCC License Number C. Address 201 Constitution Ave. (If existing licensee) E. City/Town Littleton State MA Zip Code 01460 F. Phone Number of Premise 781 - 944 -8454 G. EIN of License PERSONAL INFORMATION: A. Individual Name Henrik Falktoft B. Home Phone Number �— C. Address 1225 Park Ave., Apt. SA City/Town New York State NY Zip Code 10128 1 E. Social Security Number F. Date of Birth L G. Place of Employment Quilvest USA, Inc. 3. BACKGROUND INFORMATION: Have you ever been convicted of a state, federal or military crime? Yes ❑ No ❑x If yes, as part of the application process, the individual must attach an affidavit as to any and all convictions. The affidavit must include the city and state where the charges occurred as well as the disposition of the convictions 4. FINANCIAL INTEREST: Provide a detailed description of your direct or indirect, beneficial or financial interest in this license. Member of the Board of Managers of the indirect parent company. IMPORTANT ATTACHMENTS (8): For all cash contributions, attach last (3) months of bank statements for the source(s) of this cash. *If additional space is needed, please use the last page l hereby swear under the pains and pelties of perjury that the information I have provided in this application is true and accurate: (/ Signature ) Date Title Member of the Board of Managers of a indirect arent com an (if Corporation /LLC Representative) The Commonwealth of Massachusetts Alcoholic Beverages Control Commission 239 Causeway Street Boston, MA 02114 www. mass.gov/ahcc PERSONAL INFORMATION FORM Each individual listed in Section 10 of this application must complete this form. Jul T�-D "AI 1. LICENSEE INFORMATION: B. Business Name (dba) Anthony's Coal Fired Pizza A. Legal Name of Licensee Anthony's Coal Fired Pizza of Littleton LC D. ABCC License Number C. Address 201 Constitution Ave. (If existing licensee) E. City/Town Littleton State MA Zip Code 01460 —� F. Phone Number of Premise 781 - 944 -8454 G. EIN of License L 2. PERSONAL INFORMATION: r- - -�A. Individual Name Douglas Lloyd Schmick B. Home Phone Number C. Address 3935 S.W. 91st Avenue D. City/Town Portland State OR Zip Code 97225 E. Social Security Number !� F. Date of Birth G. Place of Employment Anthony's Acquisition Holding Company, LLC 3. BACKGROUND INFORMATION: Have you ever been convicted of a state, federal or military crime? Yes ❑ No ❑x If yes, as part of the application process, the individual must attach an affidavit as to any and all convictions. The affidavit must include the city and state where the charges occurred as well as the disposition of the convictions FINANCIAL INTEREST: Provide a detailed description of your direct or indirect, beneficial or financial interest in this license. Member of the Board of Managers of indirect parent company and shareholder of indirect parent company. IMPORTANT ATTACHMENTS (8): For all cash contributions, attach last (3) months of bank statements for the source(s) of this cash. *if additional space is needed, please use the last page I hereby swear under the pains and penalties of perjury that the - information -I have provided in this application is true and - accurate: Signature 5 Date Title Member of the Board of Managers of indirect parent company. (If Corporation /LLC Representative) 0 /° CERTTI'IC:;,'1"1TE OF At 'l`TIORIZA 110)N It is hereby certified that Satnuel Weiss, officer of Anthony's Coal Fired Pizza of Reacting LL C' (the "Licensee") and being duly authorized, is authorized on behalf of the Licensee for the following: To apply to the Iicensing authority for the Towel of' Reading; and the Massachusetts Alcoholic Beverages Control Commission for a chance in beneficial interest for the all alcoholic beverages restaurant license held at 48 Walkers Brook Drive, Reading, Mass-achusetts, cltb /a Anthony's Coal Fired. Pizza, and to do all things necessary to effectuate said change of manager or anything connected therewith. To appoint John C. Bouche as its manager or principal representative, with as full authority and control of the premises described in the license of the LLC and of the conduct of the business therein relative to the sale of all alcoholic beverages as the licensee itself could in any way have exercised it as if it were a natural person, resident of the Commonwealth of Massachusetts, and that a copy of this vote duly certified by the clerk of the corporation and delivered to said manager or principal representative shall constitute the written authority required by Massachusetts C:leneral Laws Chapter 138. A TRUE COPY AN] IH.ONY'S COAL .PIZZA OF BEADING L,.L.0 By: _. _ eing !' -7C � t/.3amuel Weiss, B duly authorized F 3/22/2016 Mass. Corporations, external master page Corporations Division ID Number: 001147570 Request certeficate] New, search., Summary for: ANTHONY'S COAL FIRED PIZZA OF READING LLC The exact name of the Domestic Limited Liability Company (LLC): ANTHONY'S COAL FIRED PIZZA OF READING LLC Entity type: Domestic Limited Liability Company (LLC) Identification Number: 001147570 Date of Organization in Massachusetts: 09 -22 -2014 Last date certain: The location or address where the records are maintained (A PO box is not a valid location or address): Address: 44 SCHOOL STREET SUITE 325 City or town, State, Zip code, BOSTON, MA 02108 USA Country: The name and address of the Resident Agent: Name: INCORPORATING SERVICES, LTD. Address: 44 SCHOOL STREET SUITE 325 City or town, State, Zip code, BOSTON, MA 02108 USA Country: The name and business address of each Manager: Title Individual name MANAGER ANTHONY BRUNO MANAGER I SAMUEL G. WEISS MANAGER PATRICK F. MARZANO Address 200 W. CYPRESS CREEK RD., SUITE 220 FT. LAUNDERDALE, FL 33309 USA 200 W. CYPRESS CREEK RD., SUITE 220 FT. LAUNDERDALE, FL 33309 USA 200 W. CYPRESS CREEK RD., SUITE 220 FT. LAUNDERDALE, FL 33309 USA In addition to the manager(s), the name and business address of the person(s) authorized to execute documents to be filed with the Corporations Division: Title lndividual name Address http: / /corp. sec. state. ma. us/ CorpWeb /CorpSearch/CorpSummary.aspx ?FEIN= 001147570 &SEARCH TYPE =1 �10 3/22/2G Mass- Corporations, external master page I New search -5 �/' -'? - � http: / /corp. sec. state. ma. us/ CorpWeb /CorpSearc[VCorpSummary.aspx ?FEIN= 001147570 &SEARCH TYPE =1 2/2 I� The name and business address of the person(s) authorized to execute, acknowledge, deliver, and record any recordable instrument purporting to affect an interest in real property: Title Individual nearlie Address REAL PROPERTY ANTHONY BRUNO 200 W. CYPRESS CREEK RD., SUITE 220 FT. LAUNDERDALE, FL 33309 USA REAL PROPERTY SAMUEL G. WEISS 200 W. CYPRESS CREEK RD., SUITE 220 FT. LAUNDERDALE, FL 33309 USA REAL PROPERTY PATRICK F. MARZANO 200 W. CYPRESS CREEK RD., SUITE 220 FT. LAUNDERDALE, FL 33309 USA Confidential Merger } Consent Data Allowed Manufacturing View filings for this business entity: [ALL FILINGS Annual Report Annual Report - Professional 1 Articles of Entity Conversion Certificate of Amendment View filings l Comments or notes associated with this business entity: A I New search -5 �/' -'? - � http: / /corp. sec. state. ma. us/ CorpWeb /CorpSearc[VCorpSummary.aspx ?FEIN= 001147570 &SEARCH TYPE =1 2/2 MA SOC Filing Number: ate: 9/22/2014 4:43:00 PM Sep.22. 2014 4:40PM GERALD WEINGERG No.3964 P. 2 WMam Francis Galvin Secretary of the Commonwealth One Ashburton Place, Room 1717, Boston, Massa6usttrs 02108 -1512 Limited Liability Coutpany Certificate of Organization (General. Laws Chapter 156C, Section 12) Federal ldendficadon No.: (1) The exact name of the limited liability company: ANTHONY'S COAL FIRED PIZZA OF READING LLC (2) The street address of the office in the commonwealrh ar which its records will be maintained: 10 MILK STREET, SUITE 1055, BOSTON, MA 02108 (3) The general character of the business: RESTAURANT (4) Latest date of dissolution, if specified: (5) The rant and street address, of the residcnr agent in the commonwealth: NAME ADDWS INCORPORATING SERVICES, LTD. 10 MILK STREET, SUITE 1055 BOSTON, MA 02108 (6) `Ihe name and business address, if different from office location, of each manager, if any: NAME ADDMS ANTHONY BRUNO 200 W, CYPRESS CREEK RD., STE. 220 FT. LAUDERDALE, FL 33309 SAMUEL G. WEISS 200 W. CYPRESS CREEK RD., STE 220 FT. LAUDERDALE, FL 33309 PATRICK F. MARZANO 200 W. CYPRESS CREEK RD., STE. 220 FT. LAUDERDALE, FL 33309 SG3 Sep, 22. 2014 4:40PM GERALD WEINGERG No, 3964 P. 3 (7) The name and business a,ddreas, if different from office location, of each person in addition to manager(s) authorized to execute documents filed with the Corporations Division, and at least one person shall be named if there are no managers: NAME ADDRESS (8) The name and btwiness address, if different from office loctatioo, of each person authorized to execute, acknowledge, deliver and rccotd any recordable instrument purporting to affca an interest in real property recorded with a registry of dccds or distria office of the land court; NAME ANTHONY RRUNO SAMUEL G. WEISS PATRICK F. MARZANO (9) Additional matters Signed by (by at dean one aUzharrzrd rzgnatory): 'i ADDRESS 200 W. CYPRESS CREEK RD., STE 220 FT. LAUDERDALE, FL 33309 200 W. CYPRESS CREEK RD., STE 220 FT. LAUDERDALE, FL 33309 200 W. CYPRESS CREEK RD., STE. 220 FT. LAUDERDALE, FL 33309 Consent of resident agent: i INCORPORATING SERVICES, LTD. resident agent of the above limited liability company, consent to my appointment as resident agent pursuant to G.L. c 1560 § 12'1 *or amch resid mt agents cane hereto. x°6-3 J MA SOC Filing Number: 'Date: 9/22/2014 4:43:00 PM THE COMMONWEALTH OF MASSACHUSETTS I hereby certify that, upon examination of this document, duly submitted to me, it appears that the provisions of the General Laws relative to corporations have been complied with, and I hereby approve said articles; and the filing fee having been paid, said articles are deemed to have been filed with me on: September 22, 2014 04:43 PM WILLIAM FRANCIS GALVIN Secretary of the Commonwealth � 6-3 ` List Of Exhibits Change of Beneficial Interest Anthony's Coal Fired Pizza of Reading LLC, d /b /a "Anthony's Coal Fired Pizza" A OWNERSHIP STRUCTURE OF ANTHONY'S COAL FIRED PIZZA OF READING LLC A -1 Summary of ownership structure of Anthony's Coal Fired Pizza of Reading LLC. A -2 Chart showing the ownership structure of Anthony's Coal Fired Pizza of Reading LLC. A -3 Affidavit of equity investment fund. Exhibit B - MASSACHUSETTS LICENSES IN WHICH APPLICANT HAS AN INTEREST Exhibit C — MASSACHUSETTS LICENSES IN WHICH APPLICANT HAD AN INTEREST NOT PRESENTLY HELD Exhibit D - SUSPENSIONS, REVOCATIONS OR CANCELLATIONS OF APPLICANT Clients /Catterton- Anthony's/Exh ibits Exhibit A The ownership structure of Anthony's Coal Fired Pizza of Reading LLC is as follows: 1. The applicant, Anthony's Coal Fired Pizza of Reading LLC, is a Massachusetts limited liability company. A copy of the Certificate of Organization as filed with the Secretary of the Commonwealth of Massachusetts is included herewith. 2. The sole member of Anthony's Coal Fired Pizza of Reading LLC, is Anthony's Pizza Holding Company, LLC, a Florida limited liability company. The sole member of Anthony's Pizza Holding Company LLC is ACFP Management, Inc. ( "ACFP "). The sole member of ACFP is Plastic Tripod, Inc. ( "Tripod "), a Delaware corporation. The sole member of Tripod is Hot Air, Inc. ( "Hot Air "), a Delaware corporation. 3. The sole member of Hot Air is Cardboard Box, LLC ( "Cardboard "), a Delaware limited liability company. Cardboard is controlled by a Board of Managers consisting of representatives from the various investment and operations entities, which, along with the officers of the licensed entity, comprises all of the decision - making authority of the licensed entity. The Board of Managers consists of Anthony Bruno and Patrick Marzano (Anthony's operations), Andrew Taub and Matt Leeds (Catterton), Henrik Falktoft and Jay Takefman (Quiksilver) and Doug Schmick (by appointment of the other managers). Personal information forms and CORIs have been submitted for these individuals. 4. The 80% member of Cardboard is CP7 Warming Bag, L.P. ( "Warming "). Warming is 95.2% owned by owned by Catterton Partners VII, LP, a limited partnership equity fund comprised of a general partner and 93 limited partners including sovereign wealth funds, public and private pension funds and other institutional investors investing on behalf of thousands of individuals. No other individual or limited partner has any involvement in the day -to -day management of the Anthony's Coal Fired Pizza restaurant or the management of the ownership structure. No one limited partner has a greater than 6.9% interest in the licensee and no limited partner has control over where the fund invests its monies or any control or involvement in the day -to -day management of the Anthony's Coal Fired Pizza restaurants. 5. The remaining previously approved ownership consists of QS Pizza Holdings, LLC (12.01 %), ultimately owned by Quilvest SA, a Luxemborg investment company traded on that country's stock exchange; ACFP Investors, Inc. (3.53 %); Home Team Pizza LLC (.14 %); Marc Jay Pfeffer (.12 %); Fidus Investment Corporation (.48 %); Rockmar Management LLC (.16 %); 14 Rollover Management Shareholders (1.63 %); MedMac LLC (.72 %); and FC Pizza, LLC (1.21 %), none of which have any individual owner with a 10% or greater ownership interest. �63 '� Clients /Catterton- Anthony's/Exhibits nthony's Coal Fired Pizza of Reading LLC Quilvest S.A. a Luxembourg torpor; tion Listed on the Luxembourg Sto:k Exchange Quilvest &trope S. a Luxembourg torpor pion Quilvest Private Equity S.C. ., SICAR a Luxembourg partnership which has elected to be treated as a corporation for U. '. tax purposes QS Pizza, Inc. a British Virgin Islands co poration I QS Pizza USA Parent, LC — a Delaware limited liability company QS Pizza USA, LL l F a Delaware limited liability 1company v l _ A c, Investors, Inc, QS Pizza I Ionic Holdings, 'I'e, in Pizza (.LC LLC F N"Y I +Cattorton Partners Yfl is comprised of a general partner and 93 limited partners including sovereign wealth funds, public and private pension funds, endowments, private investment funds and other institutional investors investing on behalf of thousands of individuals. No single limited partner holds an indirect interest of 6.9% or greater in the liquor licensee. The partners of this fund collectively hold a 80% interest in the liquor licensee with no control of the day -to -day operations of the licensee. Catterton Partners VII, LP Rockmar #-, y Management _ R LLC Fidus� 14 Rollover Investment Management Corporation Shareholders CP7 MedMac,— Warming LLC Bag, L,P. PC Pizza, LLC 12.01% 3, 10.114% 1 0.12% .46% I 0.160 1.63%1 72% I 7.21% 180% Cardboard Box LLC F—Hnt Air, inc. Plastic Tripod, Inc. ... ...... .- __- ----- ACFP Management, Inc. a Delaware C corporation Anthony's Pizza Bolding Company, LLC a Florida limited liability company Anthony's Coat Fired Pizza of Reading LLC AFFIDAVIT I, Matt Leeds, being a Manager of Cardboard Box, LLC, and being first duly sworn, upon oath and under penalty of perjury do hereby depose and state as follows: 1. Anthony's Coal Fired Pizza of Littleton, LLC is owned 100% by Anthony's Pizza Holding Company, LLC ( "Holding "). 2. Holding is owned 100% by AFFP Management, Inc. ( "ACFP "). 3. ACFP is owned 100% by Plastic Tripod, Inc. ( "Tripod "). 4. Tripod is owned 100% by Hot Air, Inc. ( "Hot Air "). 5. Hot Air is owned 100% by Cardboard Box, LLC ( "Cardboard "). 6. The 80% member of Cardboard is CP7 Warming Bag, L.P. ( "Warming "). 7. Warming is owned 95.2% by Catterton Partners, VII, L.P. ( "Catterton "). 8. The Catterton investment entity is an equity fund comprised of a general partner and 93 limited partners including sovereign wealth funds, public and private pension funds and other institutional investors investing on behalf of thousands of individuals. None of the limited partners has any involvement in the day -to -day management of the Anthony's Coal Fired Pizza of Littleton, LLC restaurant. 9. Based on information, investigation and belief, no owner, officer, director or individuals with a direct or indirect ownership interest in the Catterton investment entity owns a 10% or greater interest in Anthony's Coal Fired Pizza of Littleton, LLC. Matt Leed Manager — .Cardboard Box, LLC {F 1393069.1 } Catterton Anthony's Coal Fired Pizza Affidavit 04.08.16 EXHIBIT B LICENSES IN WHICH THE APPLICANT HAS OR HAD AN INTEREST The Licensee's affiliates, trading under the name "Anthony's Coal Fired Pizza ", hold numerous retail liquor licenses for on premises consumption in restaurants located in its home state of Florida (approximately 30 licensed locations), as well as in New York (7 locations and 1 pending), New Jersey (7 locations and 2 pending), Pennsylvania (8 locations and 3 pending), Delaware (2 locations), and Massachusetts (2 locations and 2 pending). The Licensee previously had an affiliate in Connecticut, however that location has been closed and the license voluntarily surrendered. Catterton Partners VII, LP, the majority owner of the licensee, is an indirect owner of licensed retail establishments operating throughout the United States including Noodles & Company, Piada Italian Street Food, Primanti Brothers, Outback Steakhouse, Carraba's Italian Grill, Bonefish Grill and Fleming's Prime Steakhouse and Wine Bar). Quilvest, a 12% interest holder of the Licensee, indirectly owns 1% of PF Chang's China Bistro through Centerbridge Partners. Doug Schmick, member of the Board of Managers of ACFP Acquisition Holding Company, LLC, is also an Independent Director of Chuy's Holdings, Inc. and Cheesecake Factory, Inc., and formerly held licenses in the McCormick and Schmick's concept. S �3� CI ients /Catterton- Anthony's/Exhibits EXHIBIT C SUSPENSIONS, REVOCATIONS OR CANCELLATIONS OF APPLICANT RESTAURANTS The ownership structure has several entities and individuals who have over the years invested in the restaurant industry, including Anthony's, Catterton, Quilvest, and Doug Schmick, formerly an owner of McComick and Schmick's, a national chain with many locations. Although a comprehensive list is not available, it is assumed there may have been some of those licenses suspended for violations of alcoholic beverages regulations, but upon information and belief, none have been cancelled or revoked. 5 �3g C1 ients /Catterton- Anthony's/Exh ib its 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 .17, 2016 at 9:10 p.m. .in the Selectmen's . Meeting Room, 16 Lowell Street, Reading, Massachusetts on the transfer of an All Alcohol - Restaurant Liquor License from Ristorante Pavarotti Inc. to Boston Foods Inc. d /b /a Ristorante Pavarotti at 601 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., JUes from 7:30 a.m. = 7:00, 'p.m.. and is attached to the hearing notice on the web - site at wwwxeadingma aoV -All interested parties are invited to attend the hearing, or may submit their comments in writing or by email prior to 6:Mp.m: on May 17, 2016 to. townmadi taer @ci reading ma' By order of Robert W. LeLacheur Town Manager 5.5.16 Sk t READING POLICE DEPARTMENT 15 Union Street - Reading, Massachusetts 01867 - -- Emergency Only: 911 m All Other Calls: (781) 944 -1212 ■ Fax: (781) 944 -2893 Web: www.ci.reading.ma.us /police/ EXECUTIVE SUMMARY Transfer of Retail Alcoholic Beverages License — Ristorante Pavarotti, Inc. Transferre Boston Foods, Inc. May 9, 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 Transfer of Retail Alcoholic Beverage License for Liquor License #101600030. The location of this license is 601 Main Street (dba " Ristorante Pavarotti "). The current licensee is Ristorante Pavarotti, Inc., and the proposed transferee is Boston Foods, Inc. Presidents Secretary, Director, Manager: 1) : President/Manager on Record: Kannan Kesavalu 2) Secretary: Shankerganesh Krishna 3) Direc r: Saranya Ashokraja Ownership Interests: 1) Kannan Kesavalu —, 42% stock ownership 2) Shankerganesh Krishna. — 42% stock ownership 3) Saranya Ashokraja —16% stock ownership I find no reason why the license application should not go forward. Respectfully Submitted, Lt. bet. Richard Abate Criminal Division Commander 5h i, The Commonwealth of Massachusetts -= Alcoholic Beverages Control Commission ` 239 Causeway Street Boston, MA 02114 p` www.mass.gjo- bcc V 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 CHECKVAYAP &1TG,AIBCC.OR- CGMMOt4WEALT" E')FMA —. $204:(30 (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) 101600030 —J LICENSEE NAME I BOSTON FOODS INC ADDRESS 601 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 0 Transfer of License ❑ Change Corporate Name ❑ Issuance of Stock ❑ New Stockholder ❑ Transfer of Stock ❑ Change of License Type ❑ Management /Operating Agreement ❑ Pledge of Stock ❑ Wine & Malt to All Alcohol ❑ Change of Location ❑ More than (3) §15 ❑ Pledge of License ❑ 6 -Day to 7 -Day License Change of Manager ❑ New License ❑ Seasonal to Annual" ❑ Other I ��, THE LOCAL LICENSING AUTHORITY MUST MAIL THIS TRANSMITTAL FORM ALONG WITH THE CHECK, COMPLETED APPLICATION, AND SUPPORTING DOCUMENTS TO: ALCOHOLIC BEVERAGES CONTROL COT 17MI'SSI'ON P. O. BOX 3396 BOSTON, MA 02241 -3396 sti3 Jit/ MASSACHUSE`M, DEPARTMENT OF REVENUE Letter ID: L1278326784 r PO BOX 7044 Notice Date: Aunt t % BOSTON, MA 02204 -7044 Case 11): CONTACT CENTER (617) 887 -6367 CERTIFICATE OF GOOD STANDING AND /OR TAX COMPLIANCE Jill I{{ 1�'{ I�11{ I�nl�l��u " "�' {'I�I'I { {l'1 {��lul{ o —_ RISTORANTE PAVAROTTI INC o 601 MAIN ST READING MA 01867 -3002 Why did you rreceive'rhis ttotrcei The,Commissioner of 'Revenue certifies1hat, as ofthe date of this certificate, R1STORANTE PAVAROTTI INC is in compliance with its tax obligations under Chapter 62C of the Massachusetts General Lags. This cet#if ate doesn't ceit fy.that.the.taxpayer is complSaat in n-taaxes such as .unemployment insurance administered by agencies other than the Department of Revenue, or taxes under any other provisions of law. This is not a waiver of lien issued under Chapter 62C, section 52 of the Massachusetts General Laws. Wtlre you, finddd'crA fr, f Qr�tta#ioz� A, Visit our website at mass.govidor for one -stop access totaxpa yer information.' You can learn more about state tax laws and DOR policies and procedures, including your Taxpayer Bill of Rights and the appeals ..V You cm file your.returt s,, araalce Iaayzuer is .and.aa�an ge your. account at mass.govlwasstaxconaect. You mayIalso contact us by phone at (617) 887 -6367 or toll -free in. Massachusetts at (800) 392 -6089, Monday through Friday, 9:00 a.m. to 5:00 p.m. =20 Charlene Hannaford Acting Deputy Commissioner Sti'1 Commonwealth of Massachusetts Alcoholic Beverages Control Commission 239 Causeway Street, First Floor Boston, MA 02114 a 1016 MAY —4 PM 12: 14 PETITION FOR TRANSFER OF OWNERSHIP, TRANSFER OF STOCK, NEW OFFICER(S), DIRECTOR(S), STOCKHOLDER(S) AND LLC MANAGER(S) 101600030 1 1 READING ABCC License Number City /Town The licensee A. I RISTORANTE PAVAROTTI INC and the proposed transferee B. BOSTON FOODS INC 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 standin from the Massachusetts Department of .Revenue lDOR). Is the PRESENT licensee a Corporation /LLC listed in box (A.), duly registered under the laws of the Commonwealth of Massachusetts? ❑X Yes ❑ No If YES, please list the officers, directors and stockholders, their residences, and shares owned by each. Name Title Address Stock or % Owned MASSIMO.L.FIUME PRESIDENT 601 MAIN ST, READING, MA 01867 100% SHANKERGANESH KRISHNA SECRETARY 3 PLEASANT STREET, MEDFORD, MA 02155 42% * SARANYA ASHOKRAJA DIRECTOR 18SKYTOP GRDNS, #22,SAYREVILLE, NJ 08859 16% 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 KANNAN KESAVALU PRESIDENT 5P SNOW CIRCLE, NASHUA , NH 03062 42% SHANKERGANESH KRISHNA SECRETARY 3 PLEASANT STREET, MEDFORD, MA 02155 42% * SARANYA ASHOKRAJA DIRECTOR 18SKYTOP GRDNS, #22,SAYREVILLE, NJ 08859 16% The above named proposed transferee hereby joins in this petition for transfer of said license. SIGNATURE OF LAST - APPROVED LICENSEE: (If a Corporation/LL its authorized representative) SIGNATURE OF PROPOSED TRANSFEREE: Date Signed 05/04/16 sti s APPLICATION FOR RETAIL ALCOHOLIC BEVERAGE LICENSE City/Town READING 11. LICENSEE INFORMATION: A Legal ::lame /Entity.=of.Appbcanf: fCdrponatrari; ctC arlr;diurdual) BOSTON FOODS INC. B. Business Name (if different) : RISTORANTE PAVAROTTI C. Manager of Record: KANNAN KESAVALU D. ABCC License Number (for existing licenses only) : 101600030 E.Address of Licensed Premises 601 MAIN STREET City /Town: READING State: El Zip: 01867 F. Business Phone: 781- 670 -9050 G. Cell Phone: 617 888 5644 H. Email: BOSTONFOODSINC @GMAIL.COM I. Website: WWW.RISTORANTEPAVAROTTI.COM J.Mailing address (If different from E.): 3 PLEASANT ST I City /Town: MEDFORD State: MA Zip: 02155 © New License New Officer /Director R Transfer of Stock ® Issuance of Stock © Pledge of Stock QX Transfer of License New Stockholder 0 Management /Operating Agreement Pledge of License ie following'transactions must be processed as new licenses: fl seasoaalto,Annual 0 (61-UaYTQV- Day-Ucense 1 Wine&Malt.toA11t tcohol 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: Ej' §12 Restaurant Q §12 Hoter 0 §12 Club 0 §12 Veterans Club [:1 §12 Continuing Care Retirement Community §12 General On- Premises M §12 Tavern (No Sundays) ❑ §15 Package Store LICENSE CATEGORY: 1 411 Wines &` eABeverages 1D Wines n Wine & Malt Beverages with Cordials /Liqueurs Permit S. LICENSE CLASS: ©X Annual ❑ Seasonal 6. CONTACT PERSON CONCERNING THIS APPLICATION (ATTORNEY IF APPLICABLE) NAME: KANNAN KESAVALU ADDRESS: 601 MAIN STREET CITY /TOWN. READING STATE: � ZIP CODE. =01867 CONTACT PHONE NUMBER: 617 888 5644 FAX NUMBER: �Lf 9 /P,2 �3 EMAIL: BOSTONFOODSINC @GMAIL.COM 7. UESC1UPTION W 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." 500 TOTAL SQ FOOT, RESTAURANT CONSISTS OF 1 MAIN DINING AREA, KITCHEN, BATHROOM AND A SMALL STORAGE. ENTRANCE AND 1 EXIT. EE ATTACHED FLOOR PLAN; Total Square Footage: 1500 Number of Entrances: _1 Number of Exits: Occupancy Number: 50 Seating Capacity: 5 IMPORTANT ATTACHMENTS (2): The applicant must attach a floor plan with dimensions and square footage for each floor & room. 18. OCCUPANCY OF PREMISES: By what right does the applicant have possession and /or legal occupancy of the premises? Final Lease U' IMPORTANT ATTACHMENTS (3): The applicant must submit a copy of the final lease or documents evidencing a legal right to occupy the premises. Other: Landlord is a(n): LLC Other: Name: ( MAIN HAVEN LLC J Phone: 1 617 7718562 Address: 12 LATHAM LANE City /Town: READING_ State: MA . Zip: 01867 Initial Lease Term: Beginning Date 6/01/2016 Ending Date 05/31/2021 Renewal Term: 5 YEARS Options /Extensions at: (2) FIVE Years Each Rent: r$31,800.00 PerYear Rent: 2625.00 $ 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 [D No O'. 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. 9. LICENSE STRUCTURE: The Applicant is a(n): Corporation U1 If the applicant is a Corporation or LLC, complete the following: State of Incorporation /Organization: MA Is the Corporation publicly traded? Yes ❑ No 0 Other Date of Incorporation /Organization: 04/20/2016 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 ATTACtiN(iMS 14): 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 KANNAN KESAVALU PRESIDENT 42% SHANKERGANESH KRISHNA SECRETARY 42 % SARANYA ASHOKRAIA DIRECTOR 16% 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 pX No E] If yes, list said interest below: Name License Type Licensee Name & Address KANNAN KESAVALU §12 Restaurant GREEN GLOBE INC, 1203 WALNUT ST, NEWTON HIGHLANDS, MA 02461 g9/`1. SHANKERGANESH KRISHNA §12 Restaurant GREEN GLOBE INC, 1203 WALNUT ST, NEWTON HIGHLANDS, MA 02461 Please Select Please Select Please Select Please Select *If additional space is needed, please use last page. 12. PREVIOUSLY HELD INTERESTS IN OTHER LICENSES: Has any individual listed in §10 who has a direct or indirect beneficial interest in this license ever held a direct or indirect, beneficial or financial interest in a license to sell alcoholic beverages, which is not presently held? Yes FXX No F If yes, list said interest below: Name Licensee Name & Address Date Reason Terminated KANNAN KESAVALU RSRS FOODS LLC, 7 SUMMER ST, UNIT 31 , CHELMSFORD, MA 01824 4/10/2016 ransferred ^► SHANKERGANESH KRISH RSRSFOODS LLC, 7 SUMMER ST, UNIT 31, CHELMSFORD, MA 01824 04/10/2016 ITransferred *► ® No 2. Are a majority of Directors /LLC Managers Massachusetts Residents? 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 NX If yes, list said interest below: Yes Date License Reason of Suspension, Revocation or Cancellation Yes M No B.) For Corporation(s) and LLC(s) : 1. Are all Directors /LLC Managers U.S. Citizens? Yes ® No 2. Are a majority of Directors /LLC Managers Massachusetts Residents? Yes No 0 3. Is the License Manager a U.S. Citizen? Yes 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 E] 2. Are you a Massachusetts Residents? Yes M No B.) For Corporation(s) and LLC(s) : 1. Are all Directors /LLC Managers U.S. Citizens? Yes ® No 2. Are a majority of Directors /LLC Managers Massachusetts Residents? Yes No 0 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 ❑ 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 ®X No B.) For Corpdration(s).and LLC(s) 1. Are a majority of Directors /LLC Managers NOT U.S. Citizen(s)? Yes R No rXX 2. Is the License Manager or Principal Representative a U.S. Citizen? Yes Z 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 0 No r'1 q 116. 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 10.00 5,000.00 0.00 12000.00 11500.00 148500 148500 10.0 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(Sy AND SOURCE(Sf OF FUNDtNG FOR THE COSTS iD ABOVE (INCLUDE LOANS, MORTGAGES, LINES OF CREDIT, NOTES, PERSONAL FUNDS, GIFTS): PERSONAL FUNDS & GIFTS FROM SPOUSES. KANNAN KESAVALU $20,000 SHANKERGANESH KRISHNAMOORTHY $15,000 SARANYA ASHOKRAJA $ 13,500 *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(1) WILL DERIVE: A. Name Dollar Amount Type of Financing NONE •. a �tioria space �s e ,peasee�se ast 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 ®X If yes, please describe: 19. PLEDGE: (i.e. COLLATERAL FOR A LOAN) A.) Is the applicant seeking approval to pledge the license? © Yes 0 No 1. If yes, to whom: 2. Amount of Loan: 1 1 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? F� Yes F No 1. If yes, to whom: 2. Number of Shares: C. ) Is the applicant pledging the inventory? [] Yes 0 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 Cof'Porat W K appTa (rrg: t(re:.,PJOge: 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 0 No 2- ..'ANTICIPATED O4?fC-NING -DATE 06/01/2016 IF ALL OF THE INFORMATION AND ATTACHMENTS ARE NOT COMPLETE THE APPLICATION APPLICANT'S STATEMENT I,rKANNAN KESAVALU,� the: Msole proprietor; ® partner; F corporate principal; ® LLC /LLP member Authorized Signatory of BOSTON FOODS INC I , hereby submit this application for TRANSFER OF LICENSE Name ofthe Entt'tyfCorporaffon Transactfon(s)'you are appfyrngfor (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.subTn# ttte foliawing to:be true and accurate: (1) 1 understand that each representation in this Application is material to the Licensing Authorities' decision on the Application and that the Licensing Authorities will rely on each and every answer in the Application and accompanying documents in reaching its decision; (2) 1 state that the location and description of the proposed licensed premises does not violate any requirement of the ABCC or other state law or local ordinances (3) 1 understand that while the Application is pending, I must notify the Licensing Authorities of any change in the information submitted therein. I understand that failure to give such notice to the Licensing Authorities may result in disapproval of the Application; (4) 1 understand that upon approval of the Application, I must notify the Licensing Authorities of any change in the Application information as approved by the Licensing Authorities..) 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) I'und"erstand'that any physical alterations to or changes to the size of, the area used'.for the sale, delivery, storage, or consumption of alcoholic beverages, must be reported to the Licensing Authorities and may require the prior approval of the Licensing Authorities; (8) 1 understand that the licensee's failure to operate the licensed premises in accordance with the statements and representations made in the Application may result in sanctions, including the revocation of any license for which the Application was submitted; and (9) 1 understand that any false statement or misrepresentation will constitute cause for disapproval of the Application or sanctions including revocation of any license for which this Application is submitted. Signature: Date: 05/04/2016 Title: PRESIDENT /MANAGER �( 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: BOSTON FOODS INC Business Name (dba): RISTORANTE PAVAROTTI Address: 601 MAIN STREET City/Town: READING State: MA Zip Code: 01867 ABCC License Number: 101600030 Phone Number of Premise: 781670 9050 �' (If existing licensee) 2. MANAGER INFORMATION: A. Name: KANNAN KESAVALU B. Cell Phone Number: 617 888 5644 C. List the number of hours per week you will spend on the licensed premises: 50+ HOURS 3. CITIZENSHIP INFORMATION: A. Are you a U.S. Citizen: Yes ©X No [] B. Date of Naturalization: 11/19/2009 C. Court of Naturalization: BOSTON, MA� (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 est in a license to sell alcoholic beverages? Yes ❑X No If yes, please describe: GREEN GLOBE INC, 1203 WALNUT ST, NEWTON HIGHLANDS, MA 02461 B. Have you ever been the Manager of Record of a license to sell alcoholic beverages that has been suspended, revoked or cancelled? Yes n No 0 If yes, please describe: C. Have you ever been the Manager of Record of a license that was issued by this Commission? Yes 0 No 4f.yes,lalease.describe: FOODS," 7 SUtSAMa ST .UNIT 31,CFIUMSFORD MA D1824 D. Please list your employment for the past ten years (Dates, Position, Employer, Address and Telephone): SEE ATTACHED EMPLOYEMENT HISTORY FOR PAST 10 YEARS. 1 hereby swear under the pains and penalties of perjury that the information 1 have provided in this application is true and accurate: Signature I 64in4 4- Date 5/04/2016 A /3 The Commonwealth of Massachusetts Alcoholic Beverages Control Commission _ = 239 Causeway Street _ - Boston, MA 02114 www.mass.gov /abcc ,rte V PERSONAL INFORMATION FORM Each individual listed in Section 10 of this application must complete this form. 1. LICENSEE INFORMATION: A. Legal Name of Licensee BOSTON FOODS INC C. Address rDI1\1IATN STREET B. Business Name (dba) RISTORANTE PAVAROTTI� D. ABCC License Number 1101600030 (If existing licensee) E. City /Town READING State MA Zip Code 01867 F. Phone Number of Premise 781670 9050 G. EIN of License PERSONAL INFORMATION: A. Individual Name KANNAN KESAVALU B. Home Phone Number C. Address 5 P SNOW CIRCLE D. City/Town NASHUA State NH Zip Code 03062 E. Social Security Number '� F. Date of Birth G. Place of Employment GREEN GLOBE INC/ WALNUT GRILLE, 1203 WALNUT ST, NEWTON, MA 02461 3. BACKGROUND INFORMATION: Have you ever been convicted of a state, federal or mfiitary crlYne? Yes Q No Q 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: JProvide a detailed description of your direct or indirect, beneficial or financial interest in this license. MANAGER OF RECORD /PRESIDENT OF BOSTON FOODS LLC: EXECUTIVE CHEF AND OPERATE THE RESTAURANT OWNS 42% OF SHARES. 1 hereby swear under the pains and penalties of perjury that the information 1 have provided in this application is true and accurate: Signature Date 05/04/2016 Title PRESIDENT (If Corporation /LLC Representative) ��I y The Commonwealth of Massachusetts Alcoholic Beverages Control Commission - 239 Causeway Street Boston, MA 02114 www.mass.gov/abcc x V PERS0UAL INFORMATION FOR11l1` Each individual listed in Section 10 of this application must complete this form. 1. LICENSEE INFORMATION: B. Business Name (dba) RISTOR ANTE PAVAROTTI � A. Legal Name of Licensee BOSTON FOODS INC D. ABCC License Number 101600030 C.lMdress 6A r1A1f•4 S. R££T (lf exis €ing1icensee) E. City /Town READING State MA Zip Code 01867 F. Phone Number of Premise 781670 9050 G. EIN of License PERSONAL INFORMATION: A. Individual Name P ANKERGANESH KRISHNAMOORTHY B. Home Phone Number C. Address 3 PLEASANT STREET D. City /Town MEDFORD State MA Zip Code 02155 E. Social Security Number F. Date of Birth G. Place of Employment GREEN GLOBE INC/ WALNUT GRILLE, 1203 WALNUT ST, NEWTON , MA 02461 3. BACKGROUND INFORMATION: Have you ever been convicted of a state, federal or military crime? Yes ❑ No ❑x If yes, as part of the application process, the individual must attach an affidavit as to any and all convictions. The affidavit must include the city and state where the charges occurred as well as the disposition of the convictions.- FINANCIAL INTEREST: Provide a detailed description of your direct or indirect, beneficial or financial interest in this license. SECRETARY OF BOSTON FOODS ILC. OWNS 42% OF SHARES. 1 hereby swear under the pains and penalties of perjury that the information 1 have provided in this application is true and accurate: Signature Date 5/04/2016 Title SECRETARY (If Corporation /LLC Representative) t-5 The Commonwealth of Massachusetts Alcoholic Beverages Control Commission _ - 239 Causeway Street Boston, MA 02114 + www. mass. govlabcc r _ ar J PERSONAL INFORMATION FORM Each individual listed in Section 10 of this application must complete this form. 1. LICENSEE INFORMATION: A. Legal Name of Licensee Boston Foods Inc C. Address 601 MAIN STREET E. City/Town READING F. Phone Number of Premise k816709050 PERSONAL INFORMATION: B. Business Name (dba) RISTORANTE PAVAROTTI D. ABCC License Number 101600030 (If existing licensee) State MA Zip Code 01867 G. EIN of License IT A. Individual Name ARANYA ASHOKRAJA B. Home Phone Number C. Address 18 SKYTOP GARDENS, APT 22, D. City/Town PARLIN State NJ Zip Code 08859 E. Social Security Number i F. Date of Birth n G. Place of Employment NONE 3. BACKGROUND INFORMATION: Have you ever been convicted of a state, federal or military crime? Yes ❑ No ❑x If yes, as part of the application process, the individual must attach an affidavit as to any and all convictions. The affidavit must include the city and state where the charges occurred as well as the disposition of the convictions 4. FINANCIAL INTEREST: Provide a detailed description of your direct or indirect, beneficial or financial interest in this license. Director and owns 16% of share in Boston Foods Inc and will receive financial benefit in the profit. l hereby swear under the pains and penalties of perjury that the information I have provided in this application is true and accurate: Signature Date Title �j) �° Gr v'� (If Corporation /LLC Representative) 1 BOSTON FOODS INC Corporate Vote The Members Meeeting:of the- company, uwcas. held on N44 2,2016 at 3 Pleasant Street,. Medford,,, MA. at 10:00 AM Upon motion duly made and seconded, it was voted by 100% of the Board of Directors VOTED: That :Kannan Kesavalu, the Presldent anti Treasurer of .Boston Foods Inc. be and is hereby authorized and directed, in the name and on behalf of Boston foods Inc. and in accordance with the provisions of this Vote, to seek acquire a transfer of an All Alcohol license from the Town of Reading for a location at 601 Main street, Reading, MA, to name Kannan Kesavalu as the manager of said license and to execute all documents on behalf of said Corporation to effectuate the same. There being no further business to come before the Board, upon motion duly made and seconded, it was unanimously. THE MEETING WAS ADJOURNED at 11:00 AM A true record. ATTEST: �' 0,510 r Shankerganesh Krishnamoorthy, Secretary MA SOC Filing Number: 201680622500 Date: 4/20/2016 12:27:00 PM The Commonwealth of Massachusetts William Francis Galvin i Secretary of the Commonwealth, Corporations Division One Ashburton Place, 17th floor Boston, MA 02108 -1512 Telephone: (617) 727 -9640 Identification Number: 001219852 ARTICLE 1 The exact name of the corporation is: BOSTON FOODS INC ARTICLE If Minimum Fee: $250.00 Unless the articles of organization otherwise provide, all corporations formed pursuant to G.L. C1 56D have the purpose of engaging in any lawful business. Please specify if you want a more limited purpose: ARTICLE III State the total number of shares and par value, if any, of each class of stock that the corporation is authorized to issue. All corporations must authorize stock. If only one class or series is authorized, it is not necessary to specify any particular designation. Par Value Per Share Total Authorized by Articles Total Issued Class of Stock Enter 0 if no Par i of Organization or Amendments and Outstanding I t Num of Shares Total Par Value Num of Shares cwP ,... $0.00 100 .. ...... ..R . r. . _ I 10,000 G.L. C156D eliminates the concept of par value, however a corporation may specify par value in Article Ill. See G.L. C1 56D Section 6.21 and the comments thereto. ARTICLE IV If more than one class of stock is authorized, state a distinguishing designation for each class. Prior to the issuance of any shares of a class, if shares of another class are outstanding, the Business Entity must provide a description of the preferences, voting powers, qualifications, and special or relative rights or privileges of that class and of each other class of which shares are outstanding and of each series then established within any class. ARTICLE V The restrictions, if any, imposed by the Articles of Organization upon the transfer of shares of stock of any class are: ARTICLE VI Other lawful provisions, and if there are no provisions, this article may be left blank. I j ¢g 4, Yl A F Note: The preceding six (6) articles are considered to be permanent and may be changed only by filing � appropriate articles of amendment., ARTICLE VII( The effective date of organization and time the articles were received for -filing if the articles are not rejected within the time prescribed by law. If a later effective date is desired, specify such date, which may not be later than the 90th day after the articles are received for filing. Later Effective Date: Time: ARTICLE VIII j� The information contained in Article V111 is not a permanent part of the Articles of Organization. a,b. The street address of the initial registered office of the corporation in the commonwealth and the name of the initial registered agent at the registered office: Name: SHANKER GANESH KRISHNAMOORTHY No. and Street: 5 PLEASANT STREET City or Town: MEDFOR State: MA Zip: 02155 Country: USA c. The names and street addresses of the individuals who will serve as the initial directors, president, treasurer and secretary of the corporation (an address need not be specified if the business address of the officer or director is the same as the principal office location): N . Title Individual Name Address (no PO Box) First, Middle, Last, Suffix Address, City or Town, State, Zip Code PRESIDENT KANNAN KESAVALU 601 MAtH STREET READING, MA 01867 USA a TREASURER KANNAN KESAVALU 601 MAIN STREET t READING, MA 01867 USA _ W SECRETARY SHANKER GANESH 601 MAIN STREET KRISHNAMOORTHY READING, MA 01867 USA VICE PRESIDENT µ�SARANYA ASHOKRAJAmia4JU�µ X601 MAIN STREET µ^ READING, MA 01867 USA + <K pv DIRECTOR KANINAN KESAVALU 601 MAftd STREET READING, MA 01867 USA � ~� m..W. DIRECTOR SHANKER GANESH 601 MAIN STREET j KRISHNAMOORTHY READING, MA 01867 USA f DIRECTOR SARANYA ASHOKRAJA 601 MAIN STREET HEADING, MA 01867 USA d. The fiscal year end (i.e., tax year) of the corporation: Fj December e. A brief description of the type of business in which the corporation intends to engage: ! ii FINE DINE IN RESTAURANT WITH LIQUOR OPTION f. The street address (post office boxes are not acceptable) of the principal office of the corporation:� No. and Street: 601 MAIN STREET " City or Town: READING State: MA Zip: 02867 Country: USA g. Street address where the records of the corporation required to be kept in the Commonwealth are located (post office boxes are not acceptable): a No. and Street: 601 MAIN STREET City or Town: READING State: MA Zip: 01867 Country: USA which is l X its principal office — an office of its transfer agent an office of its secretary /assistant secretary its registered office Signed this 20 Day of April, 2016 at 12:29:38 PM by the incorporator(s). (If an existing corporation is acting as incorporator, type in the exact name of the business entity, the state or other jurisdiction where it was incorporated, the name of the person signing on behalf of said business entity and the title he /she holds or other authority by which such action is taken.) SONIA BECERRA © 2001 - 2016 Commonwealth of Massachusetts All Rights Reserved MA SOC Filing Number: 201680622500 Dale: 4/20/2016 12:27:00 PM THE COMMONWEALTH OF MASSACHUSETTS I hereby certify that, upon examination of this document, duly submitted to me, it appears that the provisions of the General Laws relative to corporations have been complied with, and I hereby approve said articles; and the filing fee having been paid, said articles are deemed to have been filed with me on: April 20, 2016 12:27 PM WILLIAM FRANCIS GALVIN Secretary of the Commonwealth 2� PURCHASE & SALES AGREEMENT AGREEMENT made this 3rd day of May, 2016 by and Between Massimo Fiume of Reading, MA, hereinafter referred to as the Seller, and BOSTON FOODS INC., President. - K.annan Kesavalu of 3 Pleasant Street, Medford, MA 02155, hereinafter referred to as the Buyer. WITNESSETH AS FOLLOWS WHEREAS, the Seller is the owner of certain equipment, stock in trade, fixtures and goodwill in and of the business known as Ristorante : Pa c aitz located at 60L N in Street, Reading., MA 01867 istara WHEREAS, the Buyer desires to purchase the aforementioned business and related tangible and intangible property. NOW, THEREFORE, the parties agree as follows: 1. Sale of Assets: The. Seller agrees. to sell, °transfer, and deli -vor to tho BUytr all of his right, title and interest in and to the assets, equipment, fixtures, and personal property as described in Exhibit "A attached hereto and made a part hereof, of that certain business known as Ristorante Pavoratti, together with the good will thereof and permit transfer to the extent allowed by law of all licenses, and the . right t use the: ���e dame Ristorante Pavoratti, including equipment; fixtures, together with parts and accessories hereto and all other personal property hereinafter listed in a Bill Of Sale from the Seller to the Buyer used in connection with the business. The consideration .shall be the total consideration payable by the Buyer for each category. O f the_assets as .follows: A) Furniture, fixtures, equipment and accessories .B) Goodwill and trade name C) Non,- competition TOTAL, R J $45,000.00 ZZ It is warranted that the Seller has good and marketable title.. tQ and owns outright all the business, furnishings, fixtures, equipment, as set forth in Exhibit "A" and to be transferred by the Seller to the Buyer under this Agreement, free and clear of all debts, liens.and. encumbrances. 2. Pa..ment. of Purchase Price: The purchase price shall be paid to the Seller in the following manner: a) $1,000.00 paid as a deposit on May 3, 2016. b) $11,500.00 to be paid as a further deposit upon: the signing; of this document and to be held by New England Restaurant Brokers in an Escrow account. c) $32,500.00 bank. or certified check payable in the following way at Closing: l.) $28,000 .00 payable to the Seller. 2.) $4,500 00 payable to Broker as payment of commission. d) DEPOSITS: All deposit are to be held in an escrow. account by New England Restaurant Brokers. %n the event of an disagreement between the- parties, the BROKERS must retain all deposits made under this agreement pending .instructions mutually given by the SELLER and the BUYER. In the event ofa disagreement. relative to the dispersal of escrow funds, all parties agree to submit. the disagreement to an arbitrator associated with the. Massachusetts Conveyancers Arbitration Association for binding arbitration. A disagreement.shall be defined as the lack of :instructions mutually given by all parties. 3. Lease: This Agreement is .condo onai up-on Seiler delivering to; Buyer an assignment of the current lease 14 days prior to the Closing. A2;3 4. Food Inventory: A separate Agreement will be made relative to the purchase of food and paper goods desired by ther Buyer. 5. Utility Deposits: The Seller shall be reimbursed by the Buyer at. the Closing for any and all deposits prepaid, specifically gas, electricity, cable, internet, and telephone, and in addition, toother -suns provided for in this Agreement. 6. Adjustments_: All prepaid rents, sewer or water charges or fuel charges shall be apportioned or adjusted as of the date of the performance of this Agreement. 7. Existing Debt: It. is understood. that as of the date of the Closing, all obligations and liabilities of the Seiler, with respect to the business, are the sole obligation of the Seller and shall be paid in full. 8. Use of Purchase Money: To enable the Seller to make conveyance herein provided, .the Seller may at the time of the delivery of the Bill Of Sale, use the purchase money, or any portion thereof, to clear title of any or all encumbrances or interests, provided that all instruments so procured are delivered at Closing or within a reasonable time thereafter. .9. Seller's Taxes: T'he'Seller agrees that the- Seller will provide the Buyer ith ,a CERTIFICATE OF GOOD STANDING to be issued by the taxing authorities of the Commonwealth. of Massachusetts 10. Acceptance of B -ILL OF STALE: :Except as herein otherwise provided, the acceptance of the Bill Of Sale by the Buyer or his nominee shall be deemed to be a full performance and 0.7 discharge of every agreement and obligation herein contained or expressed, except such as are by the express terms hereof to be performed after the delivery of the instruments of transfer and the payment of the purchase price. 11. Name: The Seller agrees that as part of the consideration paid to it by the Buyer it will transfer to the Buyer the name Ristorante Pavoratti and the present telephone number. 12. Inspections: The Seller agrees that at the time physical possession of the premises is to be delivered to the Buyer, Buyer shall inspect all the Seller's equipment to determine that it is in good working order. Acceptance of the Bill Of Sale from the Seller by the Buser, shall be deemed satisfactiQn: of this clause- Prior to execution of the Bill of Sale, the Seller shall provide a complete list of furniture, fixtures and equipment that will be the subject of Buyer's inspection as well as any disclose any known issues with regards to the above, including, but not limited to, heating, air conditioning, plumbing, ventilation and electrical. 12 A. Buyer and Seller agree that.Buyer's purchase is subject to and conditional upon the following Buyer shall have obtained all such permits, license, approvals, authorizations, variances, agreements and warranties from Federal, State and local governmental authorities, if any, which are necessary For the opemation by the Buyer of the Restaurant after the Closing, including but not limited to all licenses required to conduct a full- restaurant business including the sale of food and iquor. In connection thereof, Seller agrees to provide to Buyer within seven (7) days of the date of execution hereof copies of all licenses and permits required for operation of the °Restaur -ant. In� the event that Buyer does not notify Seller of Buyer's inability to obtain such permits and other approvals before 5:00 p.m. on July 3rd, 2016, it shall be conclusively presumed that Buyer has obtained all such permits and approvals and the contingency contained in this Clause shall be deemed to be waived. In the event Buyer gives notice try seller on-or before 5-.00 p. .,on s -aid Bate of Buyer's inability to obtain such permits and approvals, then this Agreement 6r� Z,� shall automatically terminate and become null and void and without recourse to any party hereunder, and all deposits and any interest on such deposit shall be forthwith refunded to Buyer. 12. B Financial Statements and Compensation:. The Seller agrees to provide the previous two years of financial statements to Buyer as well as provide the payroll terms and employment agreements of current employees as well as ownership compensation to Buyer within Fourteen (I4) days after the eecuttaxz of this agreement The Buyer shall have three (3) business days to review the financial statements. Should Buyer deem the financial statements unsatisfactory, the agreement will terminate and all earnest money shall be returned. 12 C. Termination by Breach: If this Agreement shall terminate by reason of Buyer's breach of this Agreement, then Seller shall retain the Deposit as liquidated damages. if this Agreement shall terminate by reason of Seller's breach of this Agreement, then Buyer shall have the option of (i) seeking specific performance of this Agreement; or (ii) receiving a refund of the Buyer's Deposit, in which case this Agreement shall be nall =4 void and of no further force and effect. 13: Brokerage: A Broker';s fee for :professiona.1 services .of $4,500,00 is due and.payable from the Seller to Nets England Restaurant Brokers unless a separate written Agreement has been entered into prior to the Closing. 14. Broker As Party The.Broker named herein, joined.in the Agreement and becomes a party .hereto, insofar as any provisions of effects of this Agreement expressly applies to them, and o any amendments or modifications of such provisions to which they agree in writing. 15. Verification: 3_ti a6 Upon the signing of this Agreement, Buyer shall be allowed to work in the premises for 2 weeks to satisfy himself as to the gross sales of the business. Upon completion of the verification period,. if Buyer- is satisfied as to the business volume, both parties shall continue under the terms and conditions of this Agreement. If however, Buyer isn't so satisfied, then their Agreement shall become null and void and Buyer's deposit shall be refunded forthwith. 16. Non - compete:: The Seller covenants and agrees that the Seller .shall not at any time, directly or indirectly operate, participate, or engage in a business that is competitive with, or a similar business, within a S- mile radius. of Reading, MA, for a period of 5 years from the date hereof. 177. Bulk Sales Act: Seller shall supply Buyer with a list of all current vendors and creditors. The Seller agrees that the Seller will comply with the Bulk Sales Act of the Commonwealth of Massachusetts so as to protect the Buyer of these assets, of all claims of the Seller's creditors. However, in lieu of the eller's non- compliance. of the Bulk Sales Act at Closing, the Seller guarantees and warrants and agrees to re- guarantee and re- warrant at the time of Closing that: A: All of the creditors of `the Seller, as of the Closing date, shall be paid by the Seller when the bills are due. The Seller, at its own expense shall hold the Buyer harmless from any claims of any creditors of the Seller which claim . arises out of the provisions of the Bulk Sales Act of this Commonwealth, i.e.,. Chapter 106 as amended.. Thisi paragraph shall survive the Closing. 18. No Material Misstatements or Omissions: The Seller or Broker have not made any material misstatements of fact in connection with this purchase. 19. Indemnification Agreement: The Seller agrees to indemnify and save harmless the Buyer against any loss, costs and expenses, including reasonable attorney's fees, which the Buyer may incur or sustain by reason of any claims made against the-- Buyer for any obligation incurred by the Seller for which the Buyer becomes liable. If the Buyer does not incur or sustain a loss, or is obligated to make any payment whatsoever for any obligation incurred by the Seller for which the Buyer has become liable, as enumerated herein, in addition t. o- any other rights an d remedies of the Buyer under Ahe foregoing provision; the Buyer may, after thirty (30).days' written notice to the Seller, deduct any such amount from m the Buyer pursuant to the terms of the any amounts due to the Seller fro m Promissory Note due the Seller unless Seller disputes such deduction by written notice to the Buyer within said thirty (30) day period, in which case said amount to be deducted shall be placed in.a separate escrow account pending resolution of such disputes: In the event that the parties are unable to resolve said dispute either party may submit said dispute to. the American Arbitration Association, Boston, MA office, or such other arbitrator as may be agreed upon by the parties, for tnd g grbitration. Further, provided that written notice is given by Buyer to the Seller, upon the Buyer learning of any claim made against the Buyer for which the Seller must indemnify the Buyer hereunder, the Buyer may make payments into a separate escrow account up to the amount of the claim which payments. may remain in said account until such claim is finally resolved or until such claim. is paid or settled in accordance with the Seller's instructions. Any amounts due to the Seller in excess of the claim shall be paid to the Seller in accordance with. the terms of this Agreement. The Buyer agrees to indemnify and save. harmless the Seller against any loss, costs and expenses including reasonable attorney's fees, which Seller may have or sustained by reason. ofany claims made against the Seller v ich aye. the obligation of the Buyer. 20. Right of Offset :. 'To the extent there is ,TndsrepTesent;atian J y the -Seller hereunder, then the Buyer shall be entitled, in addition to all other remedies, to offset the cost of such misrepresentation against any amount due the Seller by the Buyer. 3� 2,V 21. Training: Seller agrees to work with the Buyer for a minimum of4o' hours after the Closing to train owner in the operations of the business and to teach him how and where to make purchases and to introduce Buyer to customers and salesmen. 22. Insurance: Until such time as the promissory notes referred to in paragraphs 2 (d) and 2 (e) of this Agreement.have been paid in full, Buyer shall keep in full force and effect one or more policies of insurance, insuring the collateral securing said promissory notes, against loss and damage from all insurable perils. Seller shall be entitled to inspect such policy or policies at reasonable times. In the event that Buyer does not provide any payment for said insurance, Seller shall, after giving written notice to Buyer, have the right to purchase such 'insurance and apply to the extent necessary, payments made on the said promissory note for payment of insurance premiums. The balance due on said promissory note shall then be increased by the amount of such premium payments. 23. Escrow Monies: All deposits or down payments made by the Buyer relative to the purchase of the business described herein shall be held in an escrow account by Neiv England Rewaarant Brokers. 24. Extension of time of.performance: If the Seller shall be unable to give title or toy make delivery as above stipulated, any payments made under this Agreement shall be refunded and all other .obligations of the: parties hereto shall. cease; PRO'VIDEQ, however, that Seller shall use reasonable efforts to remove any defects in title, or to deliver po session as provided herein, as the case may be, in which event the Seller shall give written notice thereof to the Buyer at or .before the time for performance hereunder, and thereupon the time for performance hereof shall be extended for. a period of thirty (30) days. 25. Closing: At 3:00 PM on or before July 3, 2016 (herein referred to as the "Closing Date" or "Day of Closing") at the offices of TBD , located at the Seller shall sell all assets of the business in accordance with the terms and conditions of this Agreement. 26 Construction of Agreementw This Agreement shall inure to the benefit of and be binding upon the parties hereto and shall be governed by the laws of the Commonwealth of Massachusetts, and shall be binding upon the parties respective legatees, administr4tors„ executors, legal representatives, successors and assigns. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as a sealed instrument this r day of /L'( 6 ---- —' 2016. SELLER: _ w, BY�Y�y�/ -43v . Phil Vaccaro, Manager Main Haven, LLC 12 Latham Lane Reading, MA 01867 617- 771 -8562 Intent to Lease To whom it may concern: May 3, 2016 This letter will confirm that Main Haven, LLC is prepared to lease the space at 601 Main street, Reading, MA, 01867, presently occupied by Ristorante Pavarotti Inc., to Boston Foods Inc. d /b /a Ristorante Pavarotti subject to executing a mutual satisfactory Assignment and Amendment of the lease with Mr. Kannan Kesavalu, representing Boston Foods, Inc. Kindest regards, �W �i ■ 1 ILI 4N i A r � Tea 1 x R07ROOM R ,,, "t OR `' ea - Ijr' M� Kannan Kesavalia 5 P snow circle Nashua, NH - 03062 Summary • Have been professionally working for about 19 Years in hospitality industry since 1997. Specialized in French, Italian, American and Indian Cuisine. Excellent leadership abilities, able to-coordinate,and`darect alt efforts whilemariaging motivating, and leading teams. • Demonstrated capacity to learn new techniques and methodologies with short learning curve and to implement the same in the current environment. Professional Experience Walnut grille 1203 Walnut st, Newton, MA Executive Chef 617- 964 -1029 since Mar- 2015 • Created Seasonal restaurant and Bar menus and special prix fixe 5 course dinner Menus during Thanks giving , Valentine's day • Farm to the table, Organic Vegan menu event days, supporting Dover farms. • Does Payroll, Scheduling which fits into company's budget. •. F�fles edclr , conventional and carp&ate dinner. Coordinate full service events, l?yr renting equipment's to temp waiters and bartenders. Madras Grill 7 summer st, unit 31 Chelmsford, MA 978- 330 -5133 Manager since Jan 2011 to Mar 2015 • Executed new restaurant menu • Manage food cost and Labor cost controlling depends on company set budget. • Weddings and corporate events of more than 500 people. LSG Sky Chefs 25 Lovell st, Logan Airport, Boston, MA 617- 634 -8500 Executive! Chef since, June, 2049e to, JAfJ; 201'1' • Supervise production for more than 12,000 meals every day. • Manage over 30 employees in hot food and Cold food production areas. • Manage Food cost and Labor Cost controlling depends on the company set budget. • Created Chefs table and Menu presentation for various Clients. • Leadership in building the right team to achieve company goal and success. • Practice and follow the standard HACCP procedures. Page I of Kansan Kesavalu 5 P snow circle Nashua. NH - 03062 Carnival Cruise Lines. Inc. Miami, Florida Chef Commis since Jan 1999 to Sept 2000 • Successful catering operations for more than 3000 meals. • New Year and Christmas special menus. • Special gala buffet on every week. • Food hygiene, sanitation and cost controlling. Park Sheraton Hotel It Towers Sous Chef • Large scale food operation • Special lunch and dinner menus for some groups • Continental and oriental cuisine • Garde' manger techniques and cold buffet. Education Institute Of Hospitality Management,india 2 Year Associate's in Culinary Arts Industrial exposure training The Taj Group of hotels, India Certification Harvard Bartender School Doctor of Mixology 8t Tips certified National Restaurant Association Serve safe since Aug 1997 to Aug 1998 Year Completed - Apr 1997 Dec 1996 - Aug 1997 August 2008 Valid through October 2017 Lean Management Successfully attended Lean management training at LSG sky chefs, Boston MA. Computer Skills Acquired knowledge and hands -on experience in Microsoft Office tools and other work related software and POS systems. ,_5� 3 Y Page 3 of 3 w 01 0 0 m co N qt tt CA 6 O Z Z tu u C) 1.4 LL LL W- UA 12 E (D LU c 0 C) t CD c cc, ca 0 CL CL C\j C%j p LL a ui IN% LO C) T- a. x LU UA 0 E-Z \40zo 12 tl CL EU 472 0 SI, Town of Reading Meeting Minutes Board - Committee - Commission - Council: Board of Selectmen Date: 2016 -05 -03 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 (arrived at 7:10), Secretary Barry Berman, John Arena and Daniel Ensminger Members - Not Present: Others Present: Town Manager Bob LeLacheur, Police Chief Mark Segalla, Elder Services Administrator Jane Burns, Steven Sadwick, Judy Barolak, Kathi Crook, John Carpenter, Stephen Goldy, Phil Rushworth, Steven Crook, Attorney Brad Latham, Tirak Patel, Attorney Thomas Fothergill, Executive Assistant Paula Schena Minutes Respectfully Submitted By: Secretary Topics of Discussion: Reports and Comments Selectmen's Liaison Reports and Comments - Daniel Ensminger commended the Town and Schools staff for the information supplied at Town Meeting - job well done. Town Manager's Report - The Town Manager noted that the Board needs to reappoint the Town Accountant because her term expired in March. The Charter Committee removed Town Counsel and Treasurer /Collector positions from the Charter because they are hired and fired at will. The Town Manager also noted that the Board of Selectmen liaison assignments have been finalized. A motion by Berman seconded by Arena to reappoint Sharon Angstrom as Town Accountant for a term expiring March 31, 2017 was approved by a vote of 4 -0 -0. Proclamations /Certificates of Appreciation Women's Lung Week - A motion by Berman seconded by Arena to approve the proclamation for Women's Lung Health Week was approved by a vote of 4 -0 -0. Personnel & ADDOintments Police Officer Badge Pinning_- Brian Lewis - Chief Segalla introduced Officer Brian Lewis. He noted that he grew up in North Reading and has worked for six years for the Portsmouth Police Department. Brian Lewis' wife Colleen pinned his badge and the Board congratulated him. CIJ i�° Page 1 1 f. J�3g °1NCONQ� Town of Reading Meeting Minutes Board - Committee - Commission - Council: Board of Selectmen Date: 2016 -05 -03 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 (arrived at 7:10), Secretary Barry Berman, John Arena and Daniel Ensminger Members - Not Present: Others Present: Town Manager Bob LeLacheur, Police Chief Mark Segalla, Elder Services Administrator Jane Burns, Steven Sadwick, Judy Barolak, Kathi Crook, John Carpenter, Stephen Goldy, Phil Rushworth, Steven Crook, Attorney Brad Latham, Tirak Patel, Attorney Thomas Fothergill, Executive Assistant Paula Schena Minutes Respectfully Submitted By: Secretary Topics of Discussion: Reports and Comments Selectmen's Liaison Reports and Comments - Daniel Ensminger commended the Town and Schools staff for the information supplied at Town Meeting - job well done. Town Manager's Report - The Town Manager noted that the Board needs to reappoint the Town Accountant because her term expired in March. The Charter Committee removed Town Counsel and Treasurer /Collector positions from the Charter because they are hired and fired at will. The Town Manager also noted that the Board of Selectmen liaison assignments have been finalized. A motion by Berman seconded by Arena to reappoint Sharon Angstrom as Town Accountant for a term expiring March 31, 2017 was approved by a vote of 4 -0 -0. Proclamations /Certificates of Appreciation Women's Lung Week - A motion by Berman seconded by Arena to approve the proclamation for Women's Lung Health Week was approved by a vote of 4 -0 -0. Personnel & ADDOintments Police Officer Badge Pinning_- Brian Lewis - Chief Segalla introduced Officer Brian Lewis. He noted that he grew up in North Reading and has worked for six years for the Portsmouth Police Department. Brian Lewis' wife Colleen pinned his badge and the Board congratulated him. CIJ i�° Page 1 1 Board of Selectmen Minutes - May 3, 2016 page 2 Discussion /Action Items Garden Club - May 14th Annual Plant Sale; ARTS Reading Cultural Group - Demetra Tseckares, Denise McCarthy, Jean Maloney, Eileen Cohen, and Mary Anne Higgins were present. Ms. Tseckares noted that they planted 12 Cherry Trees at the Depot and they need adopters. The Geranium sale will be May 14th at Town Hall. Mary Anne Higgins noted that all proceeds go back to the Town. There will be a plant sale, bake sale, members' plants sale, lots of geraniums, annuals, vegetables and herbs in hanging baskets. ARTS Reading will join them on the common with five groups participating from 9:00 a.m. to 1:00 p.m. The Town Manager noted that the street in front of Town Hall will be closed. The CVS lot will have Police to help cross the street and scouts will help carry plants. The Board thanked them for their hard work. Council on Aging Update - Elder Services Administrator Jane Burns and several Council on Aging members were present. Jane Burns noted that a Town wide survey was taken by 378 people in February and she has the preliminary results. The top rated programs include: socialization at the Pleasant Street Center; communication; medical transportation; the Elder Human Services /Van. The biggest challenges for elders is health, then financial, and companionship /relationships. Jane Burns noted that it is helpful having the Nurse Advocate social services at the Center. Social services involves many hours of relationship building. The need for social services is increasing. Barry Berman asked what steps they take to find the elders in need and Jane Burns noted that they hear from the Police and Fire a lot. The paramedics break down the barriers. They have also received referrals from the Library and Mystic Valley Elder Services is a two way relationship. Jane Burns noted that last August they dealt with three homeless situations. They also work with RCASA regarding addiction in seniors. John Halsey asked what the data is to determine if they need more staff and Jane Burns noted they are looking at that now. She also noted that they are not the only ship in the water and they have many strong partners. John Arena asked if the total population growing or is use and intendancy growing. Jane Burns noted she would have to get that information. Jane Burns noted that they have two vans now that take trips to the grocery stores, downtown, and YMCA. The vans made 6000 trips. The medical transportation does approximately 78 rides per month. Over the past year 1000 seniors visited the Center over 10,000 times. Jane Burns noted that future planning includes; review of comparable communities; communication of programs and services via Facebook, Website. She did thank the Board for the electronic sign in. There are space constraints at the Pleasant Street Center and some programs cannot be offered due to lack of space. Dinners and special events sell out quickly and they can only accommodate 70 people. Page 1 2 Board of Selectmen Minutes - May 3, 2016 - pa_pe 3 John Arena asked if there are any thoughts to regionalize and Jane Burns noted they have not looked at going out of town. They are looking for space in town that is handicap accessible. MAPC Member Report - MAPC Rep Steve Sadwick was present. He noted that Reading is in the North Suburban Planning Council. They are working on the transportation improvement plan and the Town had hired MAPC to work on the hazard mitigation plan. MAPC has finalized the Economic Development Plan. Steve Sadwick noted that the zoning workshop that was held was great. He suggests the town look at the strategy of the parking plan. He feels the funding of the Economic Development Planner will help to implement the Economic Development Plan. He feels the services that the MAPC is providing today are so much better than 10 years ago. RCTV Report - Kathi Crook, Stephen Goldy, John Carpenter and Phil Rushworth were present. Kathi Crook noted that the present meeting coverage is 62.50 hours. At this time last year it was 39.5 hours. They covered 14 hours of 40B meetings. RCTV is working hard to make sure we have fiber in all of the buildings. The Library Community Room will have a mini work station. They are talking to the Schools about getting back in there. They are combining theater with technical. The annual meeting is May 19th and they will do a 72 hour film festival. In addition they are planning on upcoming contracts. John Arena asked about coverage of High School athletics and it was noted that the plan going forward is to talk with the High School about getting parent groups to cover events. John Arena suggested they might get better coverage with seniors. He also suggested giving the students credits for the programs. John Arena suggested they put a small room at the High School and it was noted that there is no room there. The Town Manager noted that the High School changed their schedule to staggered which makes it impossible to schedule. Review Town Manager Goals - The Town Manager reviewed his goals. Regionalization - The Town Manager noted that regionalization goals have been met. He has strengthened community relationships and examined Town /School. He has talked with other communities regarding regionalization of senior services and they are not interested in crossing the borders. Facilities is working out great and the shared Human Resource person with the schools is working out great. Explore public /private partnerships - he is working on a survey. Performance Measurement - The peer community data is good and it is helpful to Town and Schools. Communication is doing well. Board, Committee and Commission communication needs improvements. See Click Fix is going well. The 911 is coming up for renewal and it might be time for a change. Strategic planning is being done. He doesn't know where a Master Plan Committee fits in because we are doing so much it almost seems like it is being done by piece meal. Real Estate - The Post Office is moving across the street. The Town Manager noted that he knows the person purchasing the Post Office and working with the federal government has been difficult. Review Downtown Parking - This has been looked at and it was determined that there is plenty of parking it's just not where people want it to be. Page 1 3 & GR/3 Board of Selectmen Minutes - May 3, 2016 - page 4 Recreation Improvements - These are low on his list. The lighting is being done. DPW Location - The Town Manager noted that the Permanent Building Committee met last night and they have narrowed down to two cemeteries for the Cemetery Garage. Six neighbors of Wood End showed up and they are not happy. Library Project - The project is going slow. The construction manager quit two weeks ago. It is more important to do it right than do it fast. Oakland Road - This is on Town Counsel's lap. The Town Manager noted that a new Town Engineer was appointed on Monday. The Town Manager noted that he would like to meet with a couple of Selectmen to review the Selectmen's Policies. Daniel Ensminger asked if the MMA has model policies. The Town Manager noted that he needs to spend more time on financial planning. The financial calendar for neighborhood meetings includes: June 1 at Coolidge Middle School at 7:00 p.m.; June 7 at the Pleasant Street Center at 1:00 p.m.; and June 16 at Parker Middle School at 7:00 p.m. August 16th is the last day to close the Warrant. Financial Update - The Town Manager noted that he and John Halsey met with the Assessor. He identified three articles to address elderly tax payers. We can expand the Senior Tax Work amount from $750 to $1000. We currently have 20 folks in the Senior Tax Work Program. In addition, there is the Senior In Home which requires a Home Rule Petition. Anyone who files for the circuit breaker would qualify for this. People will need to apply each year and this will be a burden on staff. He recommends graduate per income so that the less you earn the more you save. He recommends setting the objective at $500,000. We have two options - Option 1 is to leave $500,000 on the table and Option 2 is to redefine revenue within residential. Barry Berman suggested finding out what the people have to say. The Town Manager noted that it is up to the Board of Selectmen on whether it gets tied into the override. He recommends tying into the FY18 budget. He noted that the community who did this found out they had a much larger amount who qualified but Victor Santaniello already knows the numbers for us. He noted that this can go the next Town Meeting. The Town Manager noted that the third option is that the homeowner can defer taxes until the house is sold or the person dies. The risk with this is if the person passes away while they own the house they pay 8% in taxes instead of 4 %. John Arena asked what the interest rate is on arrears and the Town Manager noted 16% set by State law. Barry Berman noted when we ask for the override we will ask if people will pay more to help the elderly. If we give too much information people might default to no. John Halsey noted that we have to give people credit on understanding. John Arena noted that we have to talk about why we are here. Nobody did anything bad - it's the health insurance costs. The Town Manager asked if we should talk about peers and Barry Berman noted yes. John Arena noted we could talk about peers but the residents won't get anything out of it. Hearing - Application for Wine and Malt General on Premise Liquor License for the Art Lounge on Haven, 78 Haven Street - Attorney Brad Latham, Judy Barolak and her husband were present. Attorney Latham gave the certified green cards to the Town Manager. Page 1 4 6 14/Y Board of Selectmen Minutes - May 3, 2016 - page 5 Attorney Latham noted that the floor plan has changed. The door to the back area was not shown and the bathroom door on the side was not there. The back room will be locked. Their hope is that the patrons will go to restaurants afterwards. They will attend the class and have a glass of beer or wine and drinks will be limited to no more than two drinks per person and classes are no long than three hours. There will be no more than 24 people at one time. The Town Manager noted that the applicant came in late today with the floor plan change and he suggests the Board continue the hearing to allow time for staff to review the change in plan. John Arena asked about our unused licenses and the Town Manager noted that the Board needs to determine if any future applicants serve a public need. It is also first come first serve. John Arena noted that previously he was in favor of this but he is afraid of unintended consequences on someone we don't want. He suggests the Board of Selectmen decide a framework for the remaining licenses. Barry Berman noted that our Economic Development Plan recommends clustering restaurants. John Arena asked if the intent is to have more than one class per evening and Judy Barolak noted she could start one on Saturday afternoons. John Arena noted that on page 59 the corporation says food and Attorney Latham responded that the corporation is allowed to serve food but will not be serving food. Barry Berman asked if the displays will be moving in and out and Judy Barolak noted that the left side will be emptied out. The Town Manager recommended continuing the hearing until May 17 at 7:20 p.m. A motion by Berman seconded by Ensminger that the Board of Selectmen continue the hearing on the application for a Wine and Malt General on Premise Liquor License for The Art Lounge on Haven, 78 Haven Street to May 17, 2016 at 7:20 P.m. was approved by a vote of 5 -0 -0. Transfer of All Alcohol Package Store License from Busa Reading Liquors LLC to HT Reading Liquors LLC, 345 Main Street - The Secretary read the hearing notice. Attorney Thomas Fothergill and the applicant Tirak Patel were present. Attorney Fothergill noted that the transfer from Busa to HT Reading Liquors LLC is a straight transfer. Everything will remain the same except for the name. They own other stores and have a good reputation. Barry Berman asked Mr. Patel if he will be the onsite Manager and Mr. Patel noted that he will be at first then he will hire a new Manager. The Town Manager noted that page 29 of the packet is a letter from the Police Department giving their approval. John Arena noted that Reading takes a dim view on selling to minors and noted that they had a recent repetitive case. John Arena asked if the store sells tobacco products and it was noted they do. John Halsey noted that the owner of that store has been a great citizen in town. A motion by Ensminger seconded by Sexton that the Board of Selectmen close the hearing on the transfer of the All Alcohol Package Store License from Busa Page 1 5 Board of Selectmen Minutes - May 3, 2016 - page 6 Reading Liquors LLC to HT Reading Liquors LLC, 345 Main Street was approved by a vote of 5 -0 -0. A motion by Berman seconded by Sexton that the Board of Selectmen approve the transfer of the All Alcohol Package Store License from Busa Reading Liquors LLC to HT Reading Liquors LLC, 345 Main Street for a term expiring December 31 2016 subject to the following conditions: All Bylaws, Rules and Regulations of the Town of Reading and of the Commonwealth of Massachusetts shall be followed and subject to a satisfactory inspection of the establishment by the Town Manager or his designee was approved by a vote of 5 -0 -0. Approval of Minutes A motion by Berman seconded by Ensminger that the Board of Selectmen approve the minutes of April 19, 2016 was approved by a vote of 4 -0 -1 with Arena abstaining. A motion by Berman seconded by Sexton that the Board of Selectmen approve the Executive Session minutes of April 19, 2016 as written was approved on a roll call vote with Halsey, Sexton, Berman and Ensminger voting in the affirmative and Arena abstaining. A motion by Berman seconded by Sexton that the Board of Selectmen adjourn the meeting at 10:29 p.m. was approved by a vote of 5 -0 -0. Respectfully submitted, Secretary Page 1 6 6 0�? L) THE COMMONWEALTH OF MASSACHUSETTS Number: 2016 -3 Fee: 0.00 TOWN OF READING This is to certify that Peggy O'Brien IS HEREBY GRANTED A SPECIAL ONE -DAY LICENSE TO SERVE BEER AND WINE AT THE TASTE AND SEE WINE TASTING TO BE HELD ON MAY 14, 2016 AT ST. AGNES PARISH CENTER, 189 WOBURN STREET, BETWEEN THE HOURS OF 4:00 P.M. TO 10:00 P.M. Under Chapter 138, Section 14, of the Liquor Control Act. Holders of one day licenses shall provide a bartender and /or servers who are trained and authorized to make decisions regarding continued service of alcoholic beverages to attendees. There shall be no self service of any alcoholic beverage at any event approved as a one day license. This permission is granted in conformity with the Statutes and Ordinances relating thereto and expires at 10:00 p.m., May 14, 2016, unless suspended or revoked subject to the following conditions: 1. Liquor to be purchased from authorized distributor. 2. Liquor to be stored on site only before and after event. Date Issued: May 5, 2016 L) Schena, Paula From: LeLacheur, Bob Sent: Friday, April 29, 2016 7:05 AM To: Gemme, Laura; Schena, Paula Cc: Forwarding Account for John Halsey Subject: FW: RMLD CAB/Town Meeting Resignation From: David Mancuso [mancusomail @yahoo.com] Sent: Thursday, April 28, 2016 5:14 PM To: LeLacheur, Bob Subject: RMLD CAB/Town Meeting Resignation Dear Bob: I must resign from my role as Reading's representative on the Reading Municipal Light Department's Citizen's Advisory Board , effective immediately. As of May, I will no longer be residing in Reading. It has been an honor to serve the community, first as Town Meeting Member, then as an appointed Commissioner at RMLD, and finally as the representative of the Town and the ratepayer on the CAB. Please pass this email along to the Selectmen. I wish you, the Board of Selectmen, and all who work every day to make Reading better the very best of luck. It's been a privilege to serve with you all. Sincerely, David David Mancuso 129 Howard St Reading, MA 01867 Schena, Paula From: LeLacheur, Bob Sent: Wednesday, May 04, 2016 8:40 AM To: Schena, Paula Subject: FW: [Reading MA] Feedback on meeting tonight and listening sessions Next BOS packet - - - -- Original Message---- - From: vtsdmailer @vt -s.net [mailto:vtsdmailer @vt- s.net] On Behalf Of Sent: Tuesday, May 03, 2016 11:45 PM To: Reading - Selectmen Subject: [Reading MA] Feedback on meeting tonight and listening sessions Hello Board of Selectmen, Tom Grant" i,) has 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 Dear members of the Board of Selectmen, I watched a good portion of the meeting tonight on RCN. Thank you for your earnest and thoughtful discussion about the town's needs and current reality. I have a couple of suggestions based on what I heard tonight. I hope you will give them some thought: 1) It sounded like Mr. LeLacheur presented some options to protect some low- income elderly citizens from having their property taxes raised. I thought this was a great idea but perhaps it should not be restricted to just the low- income elderly. I think anyone who is low income (however that is defined) and owns a home should get some sort of protection. Just as we do not want low income elderly to have to give up their homes, we do not want low income families to have to either. Hence you might want to consider using more than just the circuit breaker to determine eligibility for the options discussed. 2) Along the same lines, does the town currently have progressive property taxes? I think a property tax system that taxed more expensive homes at a higher rate is appealing and would generally be more acceptable to the town as a whole if property taxes were to change. 3) Regarding the listening sessions that are coming up, once again I want to thank you for spending the time to communicate with town residents about the town's future. It sounded like the plan is to have Mr. LeLacheur present for a few minutes and then invite comments and questions. I think that it is important to have a number of appendices or back up slides so that when questions get asked, Mr. LeLacheur can quickly give people the answers they need. If people ask questions (for example, what are property tax rates in neighboring towns ?) and do not get answers there at the listening session, they will most likely get frustrated and probably not bother to look the information up themselves. 4) Also on the listening sessions, it is important to have a representative from the schools there ready to talk in addition to Mr. LeLacheur. The schools are a big part of the budget and it appears there is a vocal group who think the schools spend their funds irresponsibly. That person should also be prepared with a lot of back up slides. 5) As part of the back up slides I think it would be useful to delineate what the town and schools have done to save money over the years and how much money has been saved. There seems to be a knee -jerk response among some residents that "the town is mismanaged!" which is of course untrue. I think a slide that lists the creative steps taken to reduce costs would go over very well. 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V} VT to 0 0 0 \ o L) M F N ~ H H f- H M f- H H h N M H H h oo rl H H H v w ii 3 Q Q v v m a Oa a) ao 3 w a) -o 0o v v v c a = v J J a) N c a) t0 G G L L o c c f` t c@ N m h > c c m Q L c o i1 -ow L J H H N -- O O O L a1 -O .6 O Y tb a1 vL O O in E O Fes- m T ~O — O —^ c a s N c c o x QOO ° v u E a= a c v t O- o F- L H W U pa c t0 NbA bO V U .a i Lt' f0 r 1] N = Z �"' n H Q I.- Z T E O tb iy G ai C C N N OV O .� (� W is O2i O � Z_ CJ ~ f6 o~ t>4 c O 7 '6 Y E ~ N Q 3 N `J ~ Y m 0 2 N r N O 0 J O co o2S C y o O �- ,� O N@ U t'i O o v Q vl c f- I- z Q Z 5 T N ` u V1 = !� G J O O r ~ 5 W C7 3 c J ._j rl a u H I loll O N Ni C) Schena, Paula From: LeLacheur, Bob Sent: Wednesday, May 04, 2016 8:39 AM To: Schena, Paula Cc: Delios, Jean Subject: FW: [Reading MA] Parking issue for downtown Next BOS packet - - - -- Original Message---- - From: vtsdmailer(p@vt -s.net [mailto:vtsdmailer @vt- s.net] On Behalf Of Sent: Wednesday, May 04, 2016 8:23 AM To: Town Manager Subject: [Reading MA] Parking issue for downtown Hello rlelacheur, JERROLD STARR � has sent you a message via your contact form (http: / /www.readingma.gov /user /431 /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 /431 /edit. Message Watching the reading tv channel and living here for over 40 years, parking problems are obvious downtown and have been highlighted since re -doing the center and trying to bring restaurants and other businesses to Reading. I'm all for it! Just a suggestion - behind CVS the parking lot could be used more efficiently. Build a parking garage with enough floors to hold cars to solve many of the parking issues. There is a good entrance and exit already in place at that location. Employees would park here freeing up street spaces as well as having enough spaces for others to park. Floating a bond issue could finance this. Encouraging business to come here is difficult - look at the Walgreen building, retail failed due to no parking, restaurants can't move there due to no parking. A brand new building sits idle. Now the post office is moving to the bank and that building sits idle and parking there will get worse.( At least with the post office people come and go quickly - a business there would cause more parking issues]. Thanks for having this site to express my opinion Jerrold Starr Beaver rd COMCAST 2016 APR 14 Pm 1: 39 April 13, 2016 Via Overnight Delivery Board of Selectmen Town of Reading 16 Lowell Street Reading, MA 01867 Re: Commencement of Renewal Process Dear Chair and Members of the Board: L-1 C, Hof Comcast 676 Island Pond Road Manchester, NH 03109 Phone: 603 - 695 -1400 Facsimile: 603 - 628 -3303 www.comcast.com www.comcastcorporation.com Over the years, we at Comcast have appreciated the opportunity to serve the citizens of the Town of Reading (the "Town "). We have done our best to provide the high quality cable television service the Town and its residents demand, and we anticipate being able to provide that service to our subscribers in the Town for many years to come. Therefore, we are taking this step to ensure the renewal of our agreement with you. The Cable Communications Policy Act of 1984 encourages issuing authorities and cable companies to reach agreement on a renewal agreement at any time through an informal process of discussion. However, Section 626 of the Act also provides for a contemporaneous alternative formal renewal procedure with specific substantive and procedural requirements. If either the issuing authority or the cable company does not initiate the formal process within a certain time frame, the protections of that process may be lost. To that end, Comcast hereby notifies the Town that the renewal period for our agreement under Section 626 is now open, and we request the start of renewal proceedings pursuant to the Section 626(a)(1). This letter is not intended to preclude informal negotiations, but'insteadis intended only to preserve the rights of Comcast under the formal renewal process. Comcast has every reason to believe that the Town and Comcast will reach a mutually agreeable renewal of the cable television agreement through good -faith negotiations, thus making many of the Act's formal procedures unnecessary. The relevant provision of Section 626 on the informal' process is brief and reads; as follows: "(h) ... [A] cable operator may submit a proposal for the renewal of a franchise pursuant to this subsection at any time, and a franchising authority may, after affording the public adequate notice and opportunity for comment, grant or deny such proposal at any time (including after formal proceedings pursuant to this section have commenced) ..." Re: Commencement of Renewal Process April 13, 2016 Page 2 The "formal" process generally includes the following steps: 1. Within six (6) months of the submission of this letter, the Town conducts an ascertainment proceeding which affords residents an opportunity to a) identify the future cable- related needs, and b) review Comcast's performance under the current agreement. 2. At your request or on our own, Comcast submits a renewal proposal with a draft cable television agreement. 3. Within four (4) months of the Town's receipt of Comcast's proposal, the public is afforded "adequate notice and opportunity to comment on the renewal proposal" and the Town must choose to renew the agreement or issue a preliminary denial, which triggers a further formal process. I am attaching a copy of Section 626 of the Cable Act for your review. Jane Lyman will be in contact with you soon to arrange a meeting with the Town to discuss informally negotiating a renewal agreement. Please feel free to contact Jane at 978 - 927 -5700 x43024 at any time. Comcast looks forward to meeting with the Town in the near future and continuing the long relationship that, we believe, has benefited both the community and the residents of the Town of Reading. Sincerely, G 41i Vk Leuci Vice President of Franchising & Community Investment The Communications Act of 1934, as amended (47 USC Sec. 546- Renewal) Section 626. Renewal (a) Commencement of proceedings; public notice and participation - (1) A franchising authority may, on its own initiative during the 6 -month period which begins with the 36th month before the franchise expiration, commence a proceeding which affords the public in the franchise area appropriate notice and participation for the purpose of (A) identifying the future cable - related community needs and interests, and (B) reviewing the performance of the cable operator under the franchise during the then current franchise term. If the cable operator submits, during such 6 -month period, a written renewal notice requesting the commencement of such a proceeding, the franchising authority shall commence such a proceeding not later than 6 months after the date such notice is submitted. (2) The cable operator may not invoke the renewal procedures set forth in subsections (b) through (g) of this section unless - (A) such a proceeding is requested by the cable operator by timely submission of such notice; or (B) such a proceeding is commenced by the franchising authority on its own initiative. (b) Submission of renewal proposals; contents; time - (1) Upon completion of a proceeding under subsection (a) of this section, a cable operator seeking renewal of a franchise may, on its own initiative or at the request of a franchising authority, submit a proposal for renewal. (2) Subject to section 544 of this title, any such proposal shall contain such material as the franchising authority may require, including proposals for an upgrade of the cable system. (3) The franchising authority may establish a date by which such proposal shall be submitted. (c) Notice of proposal; renewal; preliminary assessment of nonrenewal; administrative review; issues; notice and opportunity for hearing; transcript; written decision - (1) Upon submittal by a cable operator of a proposal to the franchising authority for the renewal of a franchise pursuant to subsection (b) of this section, the franchising authority shall provide prompt public notice of such proposal and, during the 4 -month period which begins on the date of the submission of the cable operator's proposal pursuant to subsection (b) of this section, renew the franchise or, issue a preliminary assessment that the franchise should not be renewed and, at the request of the operator or on its own initiative, commence an administrative proceeding, after providing prompt public notice of such proceeding, in accordance with paragraph (2) to consider whether - (A) the cable operator has substantially complied with the material terms of the existing franchise and with applicable law; (B) the quality of the operator's service, including signal quality, response to consumer complaints, and billing practices, but without regard to the mix or quality of cable services or other services provided over the system, has been reasonable in light of community needs; (C) the operator has the financial, legal, and technical ability to provide the services, facilities, and equipment as set forth in the operator's proposal; and (D) the operator's proposal is reasonable to meet the future cable - related community needs and interests, taking into account the cost of meeting such needs and interests. (2) In any proceeding under paragraph (1), the cable operator shall be afforded adequate notice and the cable operator and the franchise authority, or its designee, shall be afforded fair opportunity for full participation, including the right to introduce evidence (including evidence related to issues raised in the proceeding under subsection (a) of this section), to require the production of evidence, and to question witnesses. A transcript shall be made of any such proceeding. (3) At the completion of a proceeding under this subsection, the franchising authority shall issue a written decision granting or denying the proposal for renewal based upon the record of such proceeding, and transmit a copy of such decision to the cable operator. Such decision shall state the reasons therefor. (d) Basis for denial — Any denial of a proposal for renewal that has been submitted in compliance with subsection (b) of this section shall be based on one or more adverse findings made with respect to the factors described in subparagraphs (A) through (D) of subsection (c)(1) of this section, pursuant to the record of the proceeding under subsection (c) of this section. A franchising authority may not base a denial of renewal on a failure to substantially comply with the material terms of the franchise under subsection (c)(1)(A) of this section or on events considered under subsection (c)(1)(B) of this section in any case in which a violation of the franchise or the events considered under subsection (c)(1)(B) of this section occur after the effective date of this subchapter unless the franchising authority has provided the operator with notice and the opportunity to cure, or in any case in which it is documented that the franchising authority has waived its right to object, or the cable operator gives written notice of a failure or inability to cure and the franchising authority fails to object within a reasonable time after receipt of such notice. (e) Judicial review; grounds for relief (1) Any cable operator whose proposal for renewal has been denied by a final decision of a franchising authority made pursuant to this section, or has been adversely affected by a failure of the franchising authority to act in accordance with the procedural requirements of this section, may appeal such final decision or failure pursuant to the provisions of section 555 of this title. (2) The court shall grant appropriate relief if the court finds that — (A) any action of the franchising authority, other than harmless error, is not in compliance with the procedural requirements of this section; or (B) in the event of a final decision of the franchising authority denying the renewal proposal, the operator has demonstrated that the adverse finding of the franchising authority with respect to each of the factors described in subparagraphs (A) through (D) of subsection (c)(1) of this section on which the denial is based is not supported by a preponderance of the evidence, based on the record of the proceeding conducted under subsection (c) of this section. (f) Finality of administrative decision — Any decision of a franchising authority on a proposal for renewal shall not be considered final unless all administrative review by the State has occurred or the opportunity therefor has lapsed. (g) "Franchise expiration" defined — For purposes of this section, the term "franchise expiration" means the date of the expiration of the term of the franchise, as provided under the franchise, as it was in effect on October 30, 1984. (h) Alternative renewal procedures — Notwithstanding the provisions of subsections (a) through (g) of this section, a cable operator may submit a proposal for the renewal of a franchise pursuant to this subsection at any time, and a franchising authority may, after affording the public adequate notice and opportunity for comment, grant or deny such proposal at any time (including after proceedings pursuant to this section have commenced). The provisions of subsections (a) through (g) of this section shall not apply to a decision to grant or deny a proposal under this subsection. The denial of a renewal pursuant to this subsection shall not affect action on a renewal proposal that is submitted in accordance with subsections (a) through (g) of this section. (i) Effect of renewal procedures upon action to revoke franchise for cause - Notwithstanding the provisions of subsections (a) through (h) of this section, any lawful action to revoke a cable operator's franchise for cause shall not be negated by the subsequent initiation of renewal proceedings by the cable operator under this section. c� �3 xv Schena, Paula From: LeLacheur, Bob Sent: Wednesday, May 04, 2016 11:42 PM To: Saunders, Caitlin; Schena, Paula Cc: Huggins, Joe Subject: FW: [Reading MA] Wood End Cemetery as DPW site For next PBC packet From: vtsdmailer @vt -s.net [vtsdmailer @vt- s.net] on behalf of r_ _ [rick @colonialmanorrealty.com] Sent: Wednesday, May 04, 2016 3:58 PM To: Town Manager Subject: [Reading MA] Wood End Cemetery as DPW site Hello rlelacheur, Rick Nazzaro ( '_ _ 1 has sent you a message via your contact form (http: / /www.readingma.gov /user /431 /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 /431 /edit. Message: Good Afternoon Mr. LeLacheur, Thank you for this opportunity to contact you about the Wood End Cemetery as a proposed future site of the Cemetery division of Reading DPW. I live at 11 Partridge Road. When I purchased my home in 1992, 1 enjoyed privacy and woods behind my home. The land behind was identified as "Town Land." I thought how great this was, figuring it would never be developed. Some years later, I was informed of the need for cemetery space in Reading, as the existing locations were almost out of space, and we had to be prepared as a town to meet the burial needs of our residents. It seemed URGENT!! Of course, I was less than thrilled, I mean ... who really wants a cemetery in their yard if given a choice? We have come to live with it, and realize it will be a hindrance should we ever wish to sell. The other night, I was informed by a neighbor that this location is FIRST in a few options with regard to building a DPW garage, where heavy equipment would be operating from on a daily basis. My first thought was... "how is this possible ... the town was DESPERATE for land for the residents of the town for burials. Now they want to put a garage on that land? Wouldn't this bring us back to that suggested desperate situation? My goodness... where will we put our dead people ?" I can't believe I am in a position where I would be happy to JUST have cemetery in my yard, and not a DPW garage. It's amazing how one can lower the bar when forced to endure changes of which we have no control. I realize this is in the early stages, but I have always felt that the best defense begins with the best preparation. I would appreciate any information you can provide me on this situation. If you feel I would be better served by someone else, I would certainly welcome that information as well. I think I speak for my neighbors when I say we are horrified with the thought of this, and will not accept it without significant opposition. I feel I was "sold" on the idea years ago that the town needed a cemetery... which now seems not to be the case. I appreciate very much your time and consideration with this matter. 1 �I Sincerely Yours, Rick Nazzaro 11 Partridge Road Reading, MA 01867 781 - 290 -7425 qII �2 Schena, Paula From: LeLacheur, Bob Sent: Tuesday, May 10, 2016 10 :13 AM To: Schena, Paula Subject: FW: Town Meeting on Zoning and Building Permits BOS packet From: margot denoie [mailto: ' ___I Sent: Tuesday, May 10, 2016 9:08 AM To: Mercier, Julie Subject: Town Meeting on Zoning and Building Permits I am so relieved that the Town of Reading is hopefully going to try and take back some control over the zoning and permitting process! I am absolutely disgusted with the amount and level of rampant development not only in town but along the periphery! Instead of the lovely suburban town I moved into 25 years ago we are becoming nothing more than a high - density residential housing locale reminiscent of Somerville, Malden or Medford - but without the cultural amenities provided by their proximity to Cambridge and Boston! At some point the Town Selectmen and Town Manager need to begin to stand up for this town and not simply allow developers to throw up dense residential development, profiting their businesses while burdening the Town with additional services. The incremental tax increases are inadequate to cover these services thereby leaving the rest of the residents to cover the deficit! The effects of high density residential housing in Reading are not only financial and fiscal but environmental! The more concrete and low - density of green shaded areas along our periphery (directly adjacent to routes 95 &93) the hotter the town becomes, as there are fewer trees to absorb the carbon emissions and convert them to 02 while providing the necessary cooling shade! A perfect example of the paucity of planning which is contributing to local, statewide, national and global climate change! It doesn't appear that any of the real estate developers have either attempted to leave green space anywhere, nor have they been required to leave substantial green space by our lack of zoning... we look like a moonscape now as you approach Reading from either 93 or 95! We have inadequate space in our schools. and despite the fact that massive multi family housing is going on n- one appears to have the negotiating capacity of other towns through -out the nation to have the DEVELOPER pay for new schools and fund them from his /her profits! This is often done in other cities and towns with high growth! Our town management appears to forget the reason why the Town of Reading is so popular with its residents... the educational system! Yet each year the school budget is slashed, slashed and slashed again, as the Town needs to provide more services to the dense residential developments forced upon we residents by self serving developers, our Town Zoning and low cost housing regulations! Once voted an exemplary town due to lower taxes and high educational standards, Reading, if this trend continues, will find itself and it's real - estate values to be falling vis a vis those towns that are restricting development through zoning! I look forward to our Town representatives coming to the table with a concrete plan for sensible mixed -use development capable of raising the tax revenue needed to provide required services while protecting our forested enclaves which takes the necessary steps to combat local climate change. Best, Margot DeNoie To: Board of Selectmen From: Kathi Crook, President RCTV Subject: Response to Audit Meeting letter of 5/2/2016 Date: May 11, 2016 I would like to respond to some of the contractual concerns presented in the letter of May 2, 2016. Budget available to the town: The initial budget was given to the prior town manager in November, 2008. However, subsequent budgets were not forwarded. I can get you all of them, if you wish. The most recent budget (both general and capital) for this year is included in this note. And future budgets will be submitted within the contractual time frame. If there is an issue with compliance in the future, you will be notified as soon as possible. Audited financials: up until 3 years ago, our financials were reviewed by an accountant, and presented to the BOS at the annual full report (like the one we had on May 2, 2016), and this was frequently after the Jan 31St date. Many times this was because of a delay in getting the review completed. 3 years ago we had to have a full audit done (we reached the monetary benchmark that required one). This year we forwarded the completed audit as soon as it was filed with the state. We will be working with the auditing firm to have them completed sooner. If there is any delay with this, we will inform the Board of Selectmen (or your designee) as soon as we are made aware that there will be a delay. Reasonable requests in a timely manner: I am unaware of the situation recounted in the memo, as the By -Laws have never been on the website. The initial by -laws were forwarded to the prior town manager. There was a revision of the by -laws approved by the membership in May 2015, and I have attached them here as well. Assets segregated: We are not purchasing equipment with other funds than from the cable franchise fees. I will work with our accountant, treasurer and the Board to address this concern, and to make sure there is official wording to that effect. RCN meetings live with technically possible: Regarding the State of the Town presentation at the recent town meeting, there was a technical issue that was corrected at 7:55, and from then on, the meeting, and the rest of the State of the Town address was live. It was not possible to determine whether the issue was the school infrastructure or RCN. But it was corrected. From the time stamp of the meeting coverage, it was called to order at 7:45, and went live at 7:55. However, the full meeting was taped, and replayed in its entirety. John Halsey was also given a full version on April 27th. Regarding the school committee meeting that was missed (if you mean one from the fall of 2015), again there was a technical problem with new equipment that had been installed that summer. The meeting had been taped, and incorrect information was given out when a member of the town called RCTV about it. We (the Executive Director and myself) met with John Doherty and Chuck Robinson about this issue, and we have made internal changes so this (to the best of our ability) doesn't happen again. If there is another school meeting that you are referencing, please let me know. CI � � Regarding insurance certificates: I am working with our insurance person to have them forwarded to the Town Manager. Again, the initial ones had been given to the prior manager. For the classes and other items that were not included in this review, please contact the studio directly for the types of classes, and the frequency of them being held. Going forward, please let me know who should be our contact for the items that are missing, and anything going forward. Thank you. % L BYLAWS OF READING COMMUNITY TELEVISION, INC. Revised: May 2015 �c'ti 3 Table of Contents ARTICLEI. NAME ............................................................................ ..............................2 ARTICLE IT PURPOSE ...................................................................... ..............................2 ARTICLE III. MEMBERSHIP .............................................................. ..............................2 Section1. Membership ............................................................... ..............................2 Section2. Members .................................................................... ..............................2 Section 3. Voting Rights ............................................................. ..............................2 ARTICLE IV. BOARD OF DIRECTORS .............................................. ..............................3 Section 1. Powers and Duties ..................................................... ..............................3 Section 2. Number of Directors /Term of Office ......................... ..............................3 Section 3. Resignation or Removal ............................................ ..............................3 Section 4. Vacancies ................................................................... ..............................4 Section 5. Disqualification .......................................................... ..............................4 Section 6. Compensation ............................................................ ..............................4 ARTICLE V. OFFICERS ...................................................................... ..............................5 Section1. Officers ...................................................................... ..............................5 Section 2. Duties of the President .............................................. ............................... 5. Section 3. Duties of the Vice President ....................................... ..............................5 Section 4. Duties of the Clerk ..................................................... ..............................5 Section 5. Duties of the Treasurer .............................................. ..............................5 Section 6. Notes, Checks, and Bank Signatory .......................... ..............................6 ARTICLE H. MEETINGS OF THE BOARD OF DIRECTORS .......... ..............................6 Section 1. Regular Meetings ....................................................... ..............................6 Section 2. Special Meetings ........................................................ ..............................6 Section 3. Notice of Meetings .................................................... ..............................6 Section4. Quorum ...................................................................... ..............................6 ARTICLE VII. MEETINGS OF MEMBERS ......................................... ............................... 7 Section 1. Annual Meeting ......................................................... ..............................7 Section 2. Special Meetings ........................................................ ..............................7 Section 3. Place for Meetings ..................................................... ..............................7 Section 4. Notice of Meetings .................................................... ..............................7 Section 5. Presiding Officers ...................................................... ..............................7 Section6. Quorum ...................................................................... ..............................7 ARTICLE VII. EXECUTIVE DIRECTOR AND STAFF ........................ ............................... 8 ARTICLE VIII. INDEMNIFICATION .................................................... ..............................9 ARTICLE IX. MISCELLANEOUS ....................................................... .............................10 Section1. Seal ........................................................................... .............................10 Section2. Notice ........................................................................ .............................10 Section3. Fiscal Year ................................................................. .............................10 Section 4. Conduct of Meetings ................................................. .............................10 Section 5. Disposition of Assets ................................................ .............................10 ARTICLE I. NAME The name of this corporation shall be READING COMMUNITY TELEVISION, INC. hereinafter in these Bylaws referred to as RCTV. RCTV is a Public, Educational and Governmental Access (PEG) Corporation. ARTICLE II. PURPOSE The purpose of RCTV shall be as set forth in the Articles of Organization and these Bylaws, including, but not limited to, producing community access programming for the residents and organizations of Reading, allocating channel space and time to Reading residents to distribute programming and providing training to Reading residents and organizations in the use of access facilities and equipment. The purpose shall be exclusively charitable, scientific and educational within the meaning of Section 501(c) (3) of the Internal Revenue Code, as amended from time to time. ARTICLE III. MEMBERSHIP Section 1. Membership Membership shall consist of (1) one class, to be designated as regular, and shall not be limited as to number. Section 2. Members Any person or organizations who subscribe to the purpose of the Corporation and who support the corporation are eligible to become members by submitting a written and signed membership application. All members shall have a right to notice of and attendance at meetings of the Corporation. Section 3. Voting Rights At every regular or special meeting of the members, each member authorized to vote shall be entitled to one (1) vote, in person or by proxy, on each matter submitted to a vote of the members. Every proxy shall be executed in writing and shall be filed with the Clerk or designated representative of the Corporation prior to the exercise thereof. Bylaws of RCTV Page 2 qh ' ARTICLE IV. BOARD OF DIRECTORS Section 1. Powers and Duties The Board of Directors shall have and may exercise all of the powers of the Corporation. Any specific delegation herein or charge to the Board shall not be construed to limit the Board's powers to exercise all powers of the Corporation. Section 2. Number of Directors /Term of Office The number of Directors shall not be less than nine (9) and not greater than thirteen (13). ■ Two (2) Directors shall be appointed by the Reading Board of Selectmen. ■ One (1) Director shall be appointed by the Reading School Committee. ■ Three (3) Directors shall be appointed by the RCTV membership. ■ The remaining directors shall be elected by the Board of Directors. ■ All Directors shall serve for staggered three year terms effective July 1 st Within the limits prescribed by these Bylaws, the number of Directors may be fixed from time to time by the Board of Directors. A Director need not be a member of the Corporation prior to his or her election or appointment to the Board of Directors. Questions concerning eligibility shall be determined by the Board of Directors holding office prior to the election concerned. Each Director shall continue in office until the expiration of the term for which he or she is elected, or until his or her successor shall have been elected and qualified, or until his or her death, resignation or removal. Section 3. Resignation or Removal A Director may resign by delivering his or her written resignation to the Corporation at its principal office or to any Corporation officer. Such resignation shall be effective upon its deliverance to the Board of Directors. Any Director who fails to attend three (3) consecutive meetings of the Board of Directors without sufficient excuse may be removed from the Board of Directors by a majority vote of those present and voting at a regular or special meeting of the Board of Directors. In addition the Bylaws of RCTV Page 3 Board of Directors may remove any Director at its discretion, for sufficient cause. Any Director proposed to be removed shall be entitled to at least ten (10) days notice in writing, by mail, of the meeting of the Board of Directors at which such removal is to be voted upon and shall be entitled to appear before and be heard by the Board of Directors at such meeting prior to such vote for removal taking place. Section 4. Vacancies Any vacancy in the Board of Directors arising for any cause may be filled for the unexpired term by the appointing body. If a membership position is vacant, the Board of Directors may fill the term, by a majority vote, until the next election by the membership. Section 5. Disqualification No employee of the Corporation shall serve as a member of the Board of Directors. No close relative of the Corporation's staff including spouse, mother, father, sister, brother, child, mother - in -law, father -in -law, sister -in -law, or brother -in -law shall serve as a member of the Board of Directors, nor shall any close relative of a member of the Board of Directors be an employee of the Corporation. No employee or close relative of an employee of the Reading Cable Television Licensee, or its parent and/or affiliates, may serve as a member of the Board of Directors, nor shall any Director or close relative become an employee of the Reading Cable Television Licensee, its parent and/or its affiliates. Section 6. Compensation Directors shall receive no compensation for their services. A Director shall not be precluded from serving RCTV in any other capacity, other than as a staff member, provided that a full disclosure of the nature of such service and compensation therefore, if any, is filed with the Clerk of RCTV. If appropriate, a formal agreement with said Director shall be approved by the Board of Directors, prior to the service being provided; provided, however, that no conflict of interest is inherent in such service. Said Director shall be precluded from voting on such formal agreement, or on any issue coming before the Board that relates to such service. Bylaws of RCTV Page 4 j �h� ARTICLE V. OFFICERS Section 1. Officers The Officers of the Corporation shall include a President, a Vice President, a Clerk and a Treasurer. The Board of Directors shall elect all Officers, from the Board of Directors. No person shall hold more than one office at any one time. Each Officer of the Corporation shall be elected annually. Section 2. Duties of the President The President shall be chair of RCTV board of directors. The President shall make a report on the affairs of RCTV at each meeting of the members and Directors, and shall see that all orders and resolutions of the members and Directors are carried into effect; subject, however, to the right of the members or the Directors to delegate to any other person any specific delegable duties. On Behalf of the Board of Directors, the President shall execute in the name of RCTV all deeds, bonds, mortgages, written contracts and other documents and, when necessary or proper, shall affix thereto the corporate seal. The President or designee shall be the chair of the Executive Committee. The President shall be an ex- officio member of all committees and shall perform such other duties as are usually incident to his or her office or may be required by the Directors. Section 3. Duties of the Vice President The Vice President shall fulfill the duties of the President in the event of the absence of or incapacity of the President, and shall have such other powers and shall perform such other duties as are set forth in these Bylaws, and as the Board of Directors may designate from time to time. Section 4. Duties of the Clerk The Clerk shall issue notices of Directors and Membership meetings, shall attend and keep the minutes of the same. The Clerk shall insure proper custody of all corporate books, records, papers, and the corporate seal, shall attest the signing and sealing by the President of all instruments requiring the Corporate Seal and the signing of all other instruments when so required by the President, or these Bylaws, shall do such other duties as are usually incident to his or her office or as may be required by the Directors. In the absence or incapacity of the Vice President, the Clerk shall fulfill the aforesaid duties of the Vice President. Section 5. Duties of the Treasurer The Treasurer of the Corporation shall oversee the financial affairs of the Corporation and shall make regular reports to the Board of Directors, and report financial reports with the RCTV accountant. Bylaws of RCTV Page 5 q h Section 6. Notes. Checks. and Bank Signatory All notes, drafts, checks and other orders for the payment of the money shall be signed by twe persons as the Board of Directors may designate from time to time. The President, Treasurer, and Executive Director shall be listed on all bank accounts of RCTV, as authorized by the Board of Directors. ARTICLE VI. MEETINGS OF THE BOARD OF DIRECTORS Section 1. Regular Meetings Regular meetings of the Board of Directors for the transaction of such business as may be done in accordance with law, the Articles of Organization of the Corporation and these Bylaws, and shall be held at such times as the Board of Directors may fix from time to time. Meetings of the Directors may be held by telephone conference call and /or such other means as designated by the Board of Directors. Regular meetings shall be open to RCTV membership. Section 2. Special Meetings Special meetings of the Directors may be called by the President, or by a majority of the Directors and shall be held at such time and for such purposed as may be specified in the call for said meeting. Notice of special meetings may be given by the person or persons calling the meeting or shall be given by the Clerk at the request of such person or persons. Section 3. Notice of Meetings Notice of the meetings of the Board of Directors shall be posted on the RCTV website. Section 4. Quorum A majority of the Directors in office shall be necessary to constitute a quorum for the transaction of business and the acts of a majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. Bylaws of RCTV Page 6 q�q ARTICLE VII. MEETINGS OF MEMBERS Section 1. Annual Meetina The Board of directors shall set the date for an annual membership meeting. At such time, the members shall elect Directors and may transact such business as may be done in accordance with law, the Articles of Organization of the Corporation, and these Bylaws. Section 2. Special Meetings A special meeting of the Corporation may be called by the Board of Directors, or by receipt of the Clerk of the Corporation of a written request of ten (10) members. Special meetings shall be convened not less than ten (10) days nor more than forty -five (45) days after being called. Section 3. Place for Meetings All meetings of the Corporation shall be held at the principal office of the Corporation in Reading, or at such other place as the Board of Directors or designee may fix from time to time, or in the event of a special meeting, at such place as the Clerk of the Corporation may designate. Section 4. Notice of Meetings Notice of regular and special meetings of the members shall be given in writing at least ten (10) days prior to the scheduled date of the meeting. Section 5. Presidina Officers The President shall preside, as chair at all regular or special meetings of the members, and the Clerk of the Corporation shall record the minutes of all such meetings. Section 6. Quorum A quorum shall consist of the presence, in person or proxy, of 20% of current members of RCTV. Bylaws of RCTV Page 7 ARTICLE VII. EXECUTIVE DIRECTOR AND STAFF The Board of Directors may authorize such staff positions as may be necessary in the conduct of the business of the Corporation, including an Executive Director. The Executive Director shall have the authority and responsibility to manage and operate the Corporation's affairs in accordance with the general policies and directions specified by the Board of Directors, shall supervise the daily operations of the other employees, if any, and shall have additional authority and duties, as the Board of Directors may from time to time prescribe. The President of the Corporation shall communicate all such policies, directions and duties to the Executive Director. The Executive Director shall report to and be directly responsible to the President of the Corporation. The Executive Director shall be entitled to compensation for his or her services. The Board of Directors shall negotiate terms of employment with the Executive Director. There shall be an annual review of the Executive Director by the Board of Directors. The Executive Director shall not be deemed a member of the Board of Directors, nor shall he or she be deemed to be an officer of the Corporation. Bylaws of RCTV Page 8 q ` 11 ARTICLE VIII. INDEMNIFICATION The Corporation shall, to the extent legally permissible, indemnify each of its Directors and Officers against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonable incurred by him or her in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he or she may be involved or with which he or she may be threatened, while in office or thereafter, by reason of his or her being or having been such a Director or Officer, except with respect to any matter as to which he or she shall have been adjudicated not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Corporation; provided, however, that as to any matter disposed of by a compromise payment by which such Director of Officer pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as being in the best interest of the Corporation after notice that it involves such indemnification; a) by a disinterested majority of the Directors then in office; or b) by a majority of the disinterested Directors then in office after the Corporation has received an opinion in writing of independent legal counsel to the effect that such Director or Officer appears to have acted in good faith in the reasonable belief that his or her action was in the best interest of the Corporation. Expenses, including counsel fees reasonably incurred by any such Director or Officer in connection with the defense or disposition of any such actions, suit or other proceeding, may be paid from time to time by the Corporation in advance of the final disposition thereof upon receipt of an undertaking by such individual to repay the amounts so paid to the Corporation if he or she shall be adjudicated not to be entitled to indemnification under Massachusetts General Laws, Chapter 180, Section 6. The right of indemnification hereby provided shall not be exclusive of, or affect, any other rights to indemnification to which corporate personnel may be entitled by contract or otherwise under the law. Bylaws of RCTV Page 9 &74/1,- ARTICLE IX. MISCELLANEOUS Section 1. Seal The Seal of the Corporation shall consist of a flat -faced circular die with the name of the Corporation, its state of incorporation and the year of its organization cut or engraved thereon. Section 2. Notice With the exception of meeting notices, whenever written notice is required to be given to any person, such notice may be delivered either personally or by email and trackable delivery method. The notice will be sent to the address appearing on the books of the Corporation, or in the case of Directors or Members of another body, supplied by him or her to the Corporation for the purpose of notice. Section 3. Fiscal Year The Fiscal Year of the Corporation shall be the twelve months ending October 31St of any given year, except as from time to time otherwise determined by the Board of Directors. Section 4. Conduct of Meetings Robert's Rules of Order, Newly Revised, shall govern the conduct of all meetings of the members of RCTV and the Board of Directors and its various committees, except where the same shall be in conflict with the Law, The Articles of Organization, these Bylaws and any Special Rules of Order the Corporation may adopt. Section 5. Disposition of Assets Upon termination of the agreement between the Town of Reading and RCTV, or upon dissolution of RCTV for whatever reason, all assets remaining under the control of the RCTV Board of Directors shall be assigned to a successor community access corporation designated by the Board of Selectmen, in accordance with existing laws of the Commonwealth of Massachusetts. In absence of such a designated community access corporation, within one (1) month of termination and/or dissolution, the assets will become the property of the Town of Reading. Bylaws of RCTV Page 10 RCTV 05/03/16 Profit and Loss Budget Overvi... November 2015 through October 2016 Nov '15 - Oct '16 Ordinary Income /Expense Income Contributions Income Capital Income Coffee @ RCTV Capital Income - Other Total Capital Income Capital Income In Kind Comcast Grant Contracted Services Production Services Camps & Workshops Total Contracted Services Facility rental Interest Membership Dues Miscellaneous Income Sponsorship Income Tape Sales Verizon Grant Total Contributions Income Total Income Expense Depreciation Bank Service Charges Contract Labor Snow & Ice Total Contract Labor Dues and Subscriptions Insurance Professional Liability D &O Insurance Businessowners Worker's Compensation Insur... Total Insurance Janitorial Licenses and Permits 1,500.00 0.00 1,500.00 1,000.00 257,550.00 2,000.00 18,000.00 2,000.00 300.00 2,400.00 600.00 2,500.00 1,000.00 308,982.00 597,832.00 597,832.00 75,000.00 10.00 2,500.00 2,500.00 1,000.00 600.00 1,300.00 6,000.00 750.00 8,650.00 5,900.00 50.00 Page 1 Nly Total Payroll Expenses Postage and Delivery Printing and Reproduction Professional Development Professional Fees Accounting Legal Fees Total Professional Fees Rent Rent - CAM / Taxes Repairs Building Repairs Computer Repairs Equipment Repairs Total Repairs Software Supplies Office Production Supplies Tapes Total Supplies Telephone fios net /tv Alarm Line telephone service Total Telephone Travel & Ent 303,334.00 365.00 500.00 7,500.00 7,000.00 200.00 7,200.00 91,118.00 9,000.00 3,000.00 1,000.00 2,000.00 6,000.00 4,500.00 16,000.00 1,500.00 22,000.00 2,300.00 6d0.00 1,500.00 4,400.00 Page 2 q� ��� RCTV Profit and Loss Budget Overvi... 05/03/16 November 2015 through October 2016 Nov'15 - Oct'16 Member Appreciation 8,000.00 Miscellaneous 600.00 Office Supplies 7,600.00 Outreach 3,000.00 Payroll Expenses 401 K Match 3,500.00 Medical Insurance 32,949.00 Payroll Expense 5,000.00 Payroll Taxes 18,608.00 Salaries 224,277.00 Studio Contract Work 19,000.00 Total Payroll Expenses Postage and Delivery Printing and Reproduction Professional Development Professional Fees Accounting Legal Fees Total Professional Fees Rent Rent - CAM / Taxes Repairs Building Repairs Computer Repairs Equipment Repairs Total Repairs Software Supplies Office Production Supplies Tapes Total Supplies Telephone fios net /tv Alarm Line telephone service Total Telephone Travel & Ent 303,334.00 365.00 500.00 7,500.00 7,000.00 200.00 7,200.00 91,118.00 9,000.00 3,000.00 1,000.00 2,000.00 6,000.00 4,500.00 16,000.00 1,500.00 22,000.00 2,300.00 6d0.00 1,500.00 4,400.00 Page 2 q� ��� 05/03/16 RCTV Profit and Loss Budget Overvi... November 2015 through October 2016 Meals Travel Travel & Ent - Other Total Travel & Ent Utilities Alarm Monitoring Gas and Electric Water Total Utilities Total Expense Net Ordinary Income Net Income Nov'15 - Oct'16 1,400.00 100.00 100.00 1,600.00 950.00 12,000.00 500.00 13,450.00 579,577.00 18,255.00 18,255.00 Page 3 pp- Town of Read i n g office of Town Accountant To: Board of Selectmen From: Sharon Angstrom, Town Accountant Subject: FY15 RCN Audit Meeting Date: May 2, 2016 I was invited to attend the RCN Board Meeting on April 19th at 7:30. I was told that the auditor would be there to present the results of the FY15 audit. I attended the meeting and noted that RCN maintains its books on a cash basis and the auditor converts them to accrual basis. The auditor presented some correcting entries but nothing that I noted as material. The auditor's opinion is that the statements present fairly, in all material respects, the financial position of Reading Community Television, Inc. in accordance with GAAP. I recently received the final financial statements for FY15. I completed my review and nothing stood out as problematic to me. I did however review the agreement that the Town of Reading has with RCTV and summarized the key requirements for both RCN and the Town. The summary is attached for your review. I can say with some degree of certainty that RCN is not in compliance on some of these requirements. One requirement stated RCN shall make their budget available to the BOS within 15 days of the beginning of their fiscal year, which is Nov 1St. I have been here 4 years and have never seen an RCN budget nor heard of one being presented to the BOS. There is also a requirement to submit their audited financials to BOS no later than Jan 31St. I just received FY15 financials on Apr 27th as well as several of the years I was missing a week or so prior. Another requirement is that reasonable requests for further information from BOS must be complied with in a timely basis. It was brought to my attention that a request was made by the Town Manager for RCN's bylaws and the Director referred him to the website. He was unable to locate a link to the bylaws. When the Town Manager inquired further he was told you need to be a member to get to it. We still don't have a copy of the bylaws to determine if the appropriate language is contained in the bylaws to meet the terms of the agreement. There is also a requirement that assets should be segregated if purchased with funding from the Town cable television franchise from assets purchased using other sources. The assets are not clearly segregated on the financial statements and I didn't note any reference to this distinction in the notes to the financials. Another requirement is RCN will cover live when technically possible a core group of meetings to include BOS, School Committee and Town Meeting. Recently, RCN missed the State of the Town presentation that was given at Town Meeting by BOS chairman, John 16 Lowell Street, Reading, MA 01867 Phone 781 - 942 -9005 Fax 781-942-9037 'Jti r� Town of Read i n g Office of Town Accountant ' Halsey. In addition, I have heard complaints that at least one school committee meeting had been missed. Finally, RCN shall submit to the Town Manager certificates of insurance clearly stating that insurance policies required have been issued to RCN. The Town Manager stated he has not received anything from RCN regarding insurance. I should mention that aside from publicly available meeting Minutes, the Town failed to meet its requirement to provide RCN with written annual review feedback. Feedback provided to RCN by the BOS would be part of the BOS minutes but written feedback should've been provided directly to RCN. There are many items I was unable to determine compliance due to lack of information and time constraints such as required trainings and as mentioned earlier, wording required in RCN's bylaws. I would be happy to look into these areas further if you see fit. 16 Lowell Street, Reading, MA 01867 Phone 781 -942 -9005 Fax 781 - 942 -9037 Schena, Paula From: Sent: To: Subject: Attachments: for BOS Sent from my iPhone Begin forwarded message: LeLacheur, Bob Wednesday, May 11, 2016 6:13 PM Schena, Paula Fwd: Verizon Fios TV - LFA Notification Customer Notice - World Fishing.pdf, ATT00001.htm From: "Rogalski, Bonnie" <bonnie.rogalski @verizon.com> Date: May 11, 2016 at 3:30:32 PM EDT To: Undisclosed recipients:; Subject: Verizon Fios TV - LFA Notification Dear Municipal Official: This is to notify you of a certain change to Rose TV programming. On or after July 1, 2016, World Fishing Channel on channels 317 SD/817 HD will be removed from the Rose TV channel line -up. Verizon will notify subscribers through the Fios® TV Message Center beginning on or around May 25, 2016. A sample customer notice is attached. Access to the Rose 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, Bonnie Rogalski On Behalf of: Jill Reddish Verizon Fios TV Franchise Service Manager 1 verizon✓ Fioso TV Programming Change HIM* 0: , ► u •L We are committed to providing our customers with the best TV experience while keeping our prices low. Each year, the cost of programming increases substantially, and in order to minimize those costs from being reflected in your bill, it is sometimes necessary to remove channels from our lineup. We have decided not to renew our contract for The World Fishing Channel (channel 317 & 817), and will discontinue broadcasting effective July 1, 2016. We are sorry for any inconvenience this may cause. Thank you. M