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2005-03-29 Board of Selectmen Packet
ACTION STATUS REPORT Updated: March 25, 2005 FOR BOS MEETING OF (DATE): March 15, 2005 Action Item Discussion/Action Items: Close Warrant 5t° Grade Town Meeting Approval of YMCA Conservation Restrictions Establish Screening Committee for Town Accountant Schedule Site Visit to 15 Timothy Place Sponsor Status PH Done RB Done RB RB Review Status of Reading's application RB before the WRC for buy-in to the MWRA Execution of Easement Agreement on RB West Street Policy approved as amended so that the Committee selects a minimum of 3 finalists for the Selectmen to interview BOS reaffirmed previous decision and did not schedule site visit. BOS voted to direct the designer of the WTP to include stream flow triggers and also went on record that when appropriate the BOS will adopt tougher conservation restrictions. Done Discussion/Action Items From Previous Meeting(s): COMMUNITY SERVICES - LIAISON - Rick Schubert Hearing - 24 Hour Operation of WBD RB Re environmental clean up - a final Gasoline Service Station document has been submitted recently to Conservation, and they are reviewing it to make sure all obligations have been met. Discussion on Delegation of Approval of RB PTTTF will develop criteria and a plan for Stop Signs setting up stop signs on roads that intersect with major through ways. Memorial Park Use RB An article is on the Annual Town Meeting warrant if needed. The town Manager will meet with residents who feel that there may be heirs around who could sign off on uses. If not, we will proceed with the petition for Cy Pres. Establishment of Capital Improvements GH Hines wants to discuss it with FINCOM and Committee School Committee Skateboard Park Conservation did not approve the proposed site at Danis. Danis has pledged $100,000 to help build a facility somewhere. No options appear to be available. Downtown Parking I I Staff to draft regulations, and meet with business community again, then present to Board of Selectmen. Discuss Options Relative to RCTV CA RCTV is working under a temporary agreement with the Board of Selectmen. Review Special Employee Status - GH Letter was sent to the School Committee on 9-4-03. School Committee responded they want to continue with special employee status, but didn't give reason why. Review Affordable Housing Initiatives RB ♦ HfHGL - Governor's Drive ♦ 75 Pleasant Street - RHA ♦ 1375 Main Street - will be in litigation re: payment of surplus profits ♦ Town is at about 7.5% affordable Status of design for Main Street CA 75% design submitted to the state on October 30. Programmed for construction in FY 2006. Follow - up Route 128/I-93 Interchange RB Board of Selectmen is represented on State Meeting Task Force. Inwood Office Park GH Residential uses approved by Woburn. Town will comment on MEPA Notice of Project Change, to ensure that we get paid our $245,000 (to be used for design of West Street) and to make sure that the Inwood Drive West Street intersection gets signalized. ACCOUNTING - LIAISON - ANTHONY Town Accountant Quarterly Meeting I RB ( . TRUST FUND COMMISSIONERS - LIAISON - GEORGE HINES Trust Fund Commissioners Re: Hospital ♦ Hospital Development Committee Trust Funds formed and meeting - Hospital is not feasible DEPARTMENT OF PUBLIC WORKS - LIAISON - GAIL WOOD Discussion on Refurbishment of RB TM will come back with assessment of each Imagination Station playground; total capital needs for parks; and what is needed to repair Imagination Station. Referred to Recreation Division. Review Storm Water Management RB BOS directed Water & Sewer Advisory Options Committee to come back with a recommendation for a funding mechanism for the program. Will be considered for Fall 2005 Summit Village Playground CA CA and PH met with Condo Association on 12/4/03. Town Engineer is going to meet with condo assoc. Board on 12-9-03 re: Key: BOS = Board of Selectmen, CA= Camille Anthony, GH = George Hines, JD = Joe Duffy, RS= Rick Schubert, GW= Gail Wood, TM = Town Manager, PS = Paula Schena, RB = Regular Annual Business drainage, and then we will meet in January re: parking and playground. RMLD - LIAISON - JOE DUFFY PUBLIC SAFETY - LIAISON - GEORGE HINES Review Testing of Emergency Warning RB e Reverse 911 purchased Siren ♦ Sirens being tested Other Items: I-93 Containment CA Consultant hired and beginning work in March 2005. Key: BOS = Board of Selectmen, CA= Camille Anthony, GH = George Hines, JD = Joe Duffy, RS= Rick Schubert, GW= Gail Wood, TM = Town Manager, PS = Paula Schena, RB = Regular Annual Business APPOINTMENTS TO BECOME EFFECTIVE MARCH 25, 2005 Conservation Commission Term: 3 years Appointing Authoritv: Board of Selectmen Present Member(s) and Term(s) William Hecht, Chairman William Ogden Finch, V. Chr. Douglas N. Greene Vacancy Stephen Goldy Jamie T. Maughan Rebecca Longley 73 Martin Road 51 Mill Street 31 Cape Cod Avenue 42 Berkley Street 263 Woburn Street 550 Summer Ave. Orig. Date (03) (98) (00) (05) (03) (03) I Vacancv Term Exp. 2005 2005 2006 2007 2006 2006 2007 Candidates: Mark Wetzel "Indicates incumbents seeking reappointment 3al ' CONSERVATION COMMISSION Term Three years Appointing Authoritv Board of Selectmen Number of Members Seven Members whose terms are so arranged that as nearly an equal number of terms as possible shall expire each year Meetings' Twice a month on the second and fourth Wednesday . Authority Reading Charter - Adopted March 24, 1986 Puruose The Conservation Commission shall have all the powers and duties given to Conservation Commissions by the General Laws, by the Charter, by Bylaw or by Town Meeting vote. Under the provisions of MGL Chapter 40, Section 8C, the Town established the Conservation Commission for the promotion and development of the natural resources and for the protection of watershed resources of the Town. Included are the following: open space planning. 3az 1111 VLLI N I % - tt;'~DING, MASS. FA~ 1005- MAR - I P 3: 00 APPLICATION FOR APPOINTMENT TO BOARD/COMMITTEE/COMM)CSSION Name: WtlT2Q1 M r.Irk (Last) (First) Address: } 6wo4., /G?,-j Occupation, ins&es- Are you a registered voter in Reading? 4&5 # of years in heading: 2. 19' e-mail address: M 1-AJ ETZ.451- e Y 4 H (30 , CAM Place a number next to your preferred position(s) (up to four choices) with #I being your first priority. (Attach a resume if available.) _Advisory Council Against the Misuse and Abuse of Aicohol, Tobacco and' Other Drugs _Aquatics Advisory Board Audit Committee Board of Appeals _Board of Cemetcry Trustees _Board of Health _Board of Registrars _Bylaw Committee Celebration Committee Commissioner of Trust Funds ^Community Planning & Development Comm. I Conservation Commission Constable Contributory Retirement Board Council on Aging Cultural Council Custodian of Soldier's & Sailor's Graves Finance Committee _Historical Commission _Housing Authority Human Relations Advisory Committee _Land Bank Committee MBTA. Advisory Committee Metropolitan Area Planning Council Mystic Valley Elder Services Recreation Committee Solid Waste Advisory Committee Telecommunications and Technology Advisory Committee Town Forest Committee 2 Water, Sewer and Storm Water Management Advisory Committee Other Please outline relevant experience for the position(s) sought: 17 114ve bee, GNU` ( I eiNq„Neer ifs pri,J Cr,,cso 4,, f-, ~ 7 tt t~ U)n('WC~-I 'N 11Mvwi[.eQd(C Uf 1411-J I l-t LAJ1 G4- J I - I/ r c.vL P trftc Iw ~~wNntilvt Acrr+t~i#l'r Je-501tj Gorvs~trS~oN i1vG4~d,~y 2NVtfaNM{i✓rfi/Vt~rr; (~h! c ti cEN. aNl G IJ C(`tv7 f a i/c C. CG- ~y ,wc69T wN~r i ..,si r iAlde, w Y" L - Date: 2 (8~° s' (Middle) ' Tel. (Home) 761- 144 -,6q 3 Tel. (Work) 'f 7b - 6 17- - !ct 13 (Is this number listed?) cs FaCSIMII-e Engineers plm= Landscape Az~chirects Enviromnontal Saienrists Dealt' Heint'y 175 Canal Street Manthester, New HamTsbire 03101-2335 Voice: 603-669-8672 Eax;,,,603-669-7636 E-mail.: mamb ufregne-henry. To: 'PwN o ~u~c►c~'S Fax Number: P'epresenting: From: lVlwrll. U'Lt6J Date: n ) No, of Pages: (including OW page) Subject: ~o The information contained in this facsimile transnsission is proprietary and confidential. It is intended for the use of the individual or entity named herein. If the recipient of this transmission is not the intended is ipi= tinted. If that any dissemination, distribution, or copying of the information eontainod in this tcansmis n you have received this transmission in error, please notify us immediately. Message: / CL"j - 1~bccil rA ct, /l ~c 1z.. 'e u r 1106 a•~ 3au LEGAL NOTIC15,,;~;,', PUBLIC NOTICE TOWN OF.READING To the inhabitants of the Town , of* Reading, You are hereby notified that an application for an all alco- holic restaurant liquor license has been applied for by Brinker.', Massachusetts Corporation d/b/a' Romano's Macaroni Grill. The application is for. the premises at 48 Walkers. Brook Drive, Reading Massachusetts. Under the provisions of Chapter 138, Section 15 of the Massachusetts General Laws, a'public hearing .will be held concerning such application%by the Board of Selectmen on March 29, 2005 at 8 pm... in the .Selectmen's Meeting Room, 16 Lowell Street, Reading, . Massachusetts. All interested parties are invit- ed to attend or submit their comments in writing, or by e- mail to Town Manager at 'townmanager,@ ci. reading, ma. US. By order of Peter I. Hechenbleikner Town Manager 3/4 zlp~ TOWN OF READING T 02180 ERS LIST 01880 ABUTTERS MA 01940 STONEHAM MA 02114 v MAiL1NC'ADDR> S~ WAKEFIELD ty1A T N HALL EET LYt4gr -LD MA 01887 E STR 01864 31412005 7?t" ER 1IAFAY ERSTREET 130STON MA 55 SUMM 10TH FLOOR WILMINGTON MA 01801 - ONE OONGRESS ST NORTH READING MA 02111 OUNNEFt NNING BOARD ROAD WOBURN MA NNING BOARD 121 GLEN STONEHAM PLP` 235 NORTH STREET BOSTON OWN 219 t~N9 LOT=2 22;23~ . WAKEFIELD P NNING g4AR oM DEV. 10 COMMON STREET OWN STATE p186? ELDPLA 60TEMPLESTREET OWN Civ LYNNFt r8- H OUSING & MASS DEPT O MA 01$67 WILMINGTON Pt ,NNING 130 BARO OARD READING MA Q1867 READING PLANNING " '[ION CIRCLE READING MA ()i867. NORTH BOARD OWN ADDS pLANNtNG 300 CARNATION CIRCLE READING MA ()1867 WOBURN NNING COUNCIL MAPC CARNATION METRO AREA PLR OWNEB2 30C TiON CIS READING MA 01867 CARNA GiR'LE SENDING MA 44186 OWNERI OMAS R DARLEI`E J NARFF 10 3013 3()A CARNAT10N MA ANZUONI TH ROBERT J ABRUZZ 28D CARNATION CIS SRENDI RENDING 01867 PROP ID 0Q00130D RONALD M ANNA MIRABELLI NATION CIS MA 01867 t IARFF RACE L SAWIN 28C CAR TION CIS READING MA Oi867 246068A0 ABRUZZiO DREW CYNTFIIA 2813 CARNA READING MA 01760 246068A000d0130G pAOLtLLO A ERICK G 8A GARNATTiON CIS READING 246()68,()000013()5 SAWIN FRED ALTRS ELIZABETH E LAM 28A CARNATION MA 01867 00000130A GALARESEE JOSEPH JR CIRCLE SENDING MA 01567 246068A 280 TRUST 26C CARTION CIRCLE READING MA 01867 246068A()400012s GHAN CFDRIC H N Not O TMAN 2613 CARNA READING 246068A40d00128C RISTIN M NOLA 246065A TION CIS MA ()1867 A TRUSTEE M PR GON 26A CARNA K DIANE NEARNEY 240 CARNA TION CIS READING MA 000001288 ASVASH ROSE MARIE 41$67 STANLEY J CAROL ARE TRUST CARNATION GIB READING MA 41567 246fl68A00()04128A pNOLA ORTMAN STJOSEPH T ViNI REAL *Ty 24G CARNCIS READING MA 01867 246065AOd000126D CONNEASNEY TRUSTEE 2413 CARNATION READING MA CASLA E 24A CARNATION CIS 16402370 246065A04Q 00i26C LYNCH A E G1R READING MA 01867 246068A000001268 v1CHNUPAD NAOMI 22D CARNATION CARNATION CIS MA Y MADELINE MAL tl D T PERRY 22C CARNA READING° 01867 246065A000()()126A 110 S RiCHAR MA 41867 BAR 246065A00000124D THOMAS JOHN A 8 HORSESHOE DR A()0()d0i24C 245 Y JUDITH A CARNATION CIS READING MA 01867 24r0068 PERK 22A LISA TION GIB READING MA 01867 246()68A00()()01 MiGI-IORE L WNING 200 CARNA ING MA 01867 246068,000401 24, HUMPHREY JEAN FAITH M D O 20C CARNATION CIS BEAD READING RASO STEVEN V JACQUELINE B GESARlO CARNATION CIS MA 01867 246068,000041220 J S 2013 'C10N GtR READING MA 01867 246068,000001225 p0WN1NG JOHN D CIRCLEREALTYTRU24A CARNATION CIS READING MA 246068,000001228 RIO JAMES CARNATION 18D CARNA READING 01867 GESA TION CIS MA 01867 24 6068,00000122, pARK K1M13ERLY ALTRS 180 CARNA READING C GIB MA 246068,400001200 TICK RiWARD 186 CARNATION READING 01867 GAPS GREGOBY L T10N CIS MA 0i 567 A KIMBALL i SA CARNA READING 246068,0000412()5 JACKSON ISENE CIS MA 01867 24606SA000001208 iSH JOIE M 160 CARNATION GERR O13ERT L INNEY LION CIS READING MA 41567 246068,40404120, KIMBALL R R1ClA E THERESA V SH 165 CARNA G18GLE READING MA 01867 246468A040401 i 8D BLACK PA 165 CARNATION READING MA Oi 867 246Q68A00000115G SHiNNEY W1LI-IAM i6A CARNATION CIS IN MA 0 j8r. JAY J JAMES - HENRY T10N CIS READING 24606$,()0 pQ()j 18A FLYNN 140 CARNATION CIS READING' M, 41867 246068AQ0 0016D M,NTINI DANIEL S 14C CARNA ADING 41 MA 41867 24606SA00 HENRY SUSAN M 145 CARNATION CIR READING EADING 246068A0400p116C A TOPPI 14A CARNATION CIS MA 41$6? UCCO CAROL A LORRAt P TION CIRCLE READING MA 01867 246068,040401168 NICK pA0 SALTY TRUST i3D CARNATION CIRCLE READING MA 24606 8,00000116, -TOPPI WILLIAM CESARI S 13C CAR NA CIRCLE READING 246065A000001i4D pAPpAS 'ELAINE TRS 1313 CARNATION 246068A00000114C CESARIO RAYMOND I ETAL A KLUDJIAN SUSAN 13A CARNATION CIS 246468,00()()411413 AMBURG pANA J MARCIA A NANCY SKELLEY 246065A40d04114A HK Od113D LUDJIANARTHUiT P FILOMENA A NAZZARO 246068A()40 VKAZLLS\f RICHARD A 24606SA00000i13C ARO ~Aan65A004001138 3/4/2005 TOWN OF READING ABUTTERS LIST 246068A00000112D INDIGARO KATHLEEN FRANCIS J TERRANOVA 12D CARNATION CIR READING MA 01867 24606BA00000112C HUMPHRIES PAUL 12C CARNATION CIR READING MA 01867 246068A00000112B CONWAY CLARE B 12B CARNATION CIR READING MA 01867 246068A00000112A REGAN BERNARD J KAREN L BARRETT 12A CARNATION CIR READING MA 01867 246068A00000111D PINELLI JOAN M 11D CARNATION CIR READING MA 01867 246068A00000111C GALLI MICHAEL E 11C CARNATION CIR READING MA 01867 246068A000CO111B MULLEN FREDERICK L 118 CARNATION CIRCLE READING MA 01867 246068A00000111A KELLEY PAUL E ELLEN M KELLEY 11A CARNATION CIRCLE READING MA 01867 246068A00000110D BUCKLER BRUCE F MARY L BUCKLER 10D CARNATION CIRCLE READING MA 01867 246068A000001IOC BRADLEY WILLIAM A SHIRLEY L BRADLEY 100 CARNATION CIR READING MA 01867 246068A00000110B BHIMSIMHA C M USHA BHIMSIMHA 10B CARNATION CIRCLE READING MA 01867 246068A00000110A ALOISE MARIA E (L.E.) LAURA A WILSON ETAL 10A CARNATION CIRCLE READING MA 01867 246068A00000109D ZECHER ISABEL 9D CARNATION CIR READING MA 01867 24606BA000001090 RASO STEVEN V 9 HORSESHOE DR LYNNFIELD MA 19402370 246068A00000109B ZHENG MENG CHUN SHI ZHU 96 CARNATION CIR READING MA 01867 246068A00000109A VENTURA RICHARD P SHARIANN VENTURA 9A CARNATION CIR READING MA 01867 246068A00000108D WHITE MURRAY A MAUREEN A WHITE 8D CARNATION CIR READING MA 01867 246068AO0000108C GUAY NANCY H 8C CARNATION CIR READING MA 01867 246068A00000108B COOPER EILEEN M 8B CARNATION CIR READING MA 01867 246068A00000108A BURNS GEORGE F SANDRA M BURNS 8A CARNATION CIR READING MA 01867 246068A00000107D REITER BARBARA T 7D CARNATION CIR READING MA 01867 246068A00000107C JODICE LINDA 7C CARNATION CIR READING MA 01867 246068A00000107B LIM JI-LIEN 7B CARNATION CIR READING MA 01867 246068A00000107A HALE SANDRA A 7A CARNATION CIR READING MA 01867 246068A00000106D MILLER SCOTT D NANCY K MILLER 6D CARNATION CIR READING MA 01867 246068A00000106C INDICIANI DANIEL A 6C CARNATION CIR READING MA 01867 246068A00000106B AHMED LATHEEF S JOYCE M JANKUN 6B CARNATION CIR READING MA 01867 246068A00000106A NADEAU ROBERT H ETTA P NADEAU 6A CARNATION CIRCLE READING MA 01867 246068A000OOI OSD GERSHINSKY ROBERT Z ETELVINA Q GERSHINSKY 5D CARNATION CIR READING MA 01867 24606SA00000105C BROWN MARCIA 5C CARNATION CIR. READING MA 01867 24606BA00000105B ENCARNACAO ANTHONY J 5B CARNATION CIR READING MA 01867 246068A00000105A KELLIHER KEVIN A FRANCES E KELLIHER 5A CARNATION CIR READING MA 01867 246068A00000104D GALLI MICHELLE M 4D CARNATION CIR READING MA 01867 246068A00000104C MCGUFFEY LINDA 4C CARNATION CIR READING MA 01867 246068A00000104B MCKENNA DOROTHY M 4B CARNATION CIR READING MA 01867 246068A00000104A MCCARTHY CLAUDIA M TRUSTEE CLAUDIA REALTY TRUST 4A CARNATION CIR READING MA 01867 24606BA00000103D PARISH BENJAMIN D III BARBARA B PARISH TRS 3D CARNATION CIR READING MA 01867 246068A00000103C VAN HORN JACQUELYN 3C CARNATION CIR READING MA 01867 246068A00000103B KREKORIAN KAY K ETAL TRS KREKORIAN REALTY TRUST 3B CARNATION CIR READING MA 01867 246068A00000103A SMITH SHEILA 3A CARNATION CIR SALEM MA 01970 246068A00000102F LUCCI ALFONSO DIANNE LUCCI 2F CARNATION CIR READING MA 01867 246068A00000102E HALLISEY GEORGE C GERALDINE HALLISEY 2E CARNATION CIR READING MA 01867 246068AO0000102D VISCONTI GRACE L WILLIAM VISCONTI 2D CARNATION CIR READING MA 01867 246068A00000102C THISTLE CAROL L 2C CARNATION CIR READING MA 01867 246068A00000102B SHAH NIKHIL VARSHA SHAH 2B CARNATION CIR READING MA 01867 246068A00000102A WEINER LAURIE S 2A CARNATION CIR READING MA 01867 246068A000OOIOI D MILLER ROBERT M DEBORAH KRANTWEISS i D CARNATION CIR READING MA 01867 46068A00000101 C HUANG WYNNE SCOTT A JUSSEAUME 1 C CARNATION CIR READING MA 01867 246068A00000101 B PANT DEEPTI JAY MATRONA 3 KIMBALL CT #512 WOBURN MA 01801 31412005 TOWN OF READING ABUTTERS LIST 2460680000000060 READING OPEN LAND TRUST INC C/O JAMES R BOUCHER, CLERK 387 HAVERHILL ST READING MA 01867 2460680000000050 READING OPEN LAND TRUST C/O J R BOUCHER, CLERK 387 HAVERHILL ST READING MA 01867 2460790000001110 BUCCHIO ALEXANDER MARY ANN BUCCHIO PO BOX 55 STONEHAM MA 02180 246068A00000101A DUGAN RAYMOND JOSEPH 1A CARNATION CIR READING MA 01867 2460570000000280 MCMANUS ROSE M OF WAKEFIELD ASSOC 98 WALKERS BROOK DRIVE READING MA 01867 246057000000023& WALKERS BROOK CROSSING LLC 1266 FURNACE BROOK PKWY QUINCY MA 00000 2460570000000270 BLACKSMITH ENTERPRISES II LIMITED PARTNERSHIP 88 WALKERS BROOK DR READING MA 01867 2460460000000060 ARISTONICS CORPORATION 95 WALKERS BROOK DRIVE READING MA 01867 2460670000000720 ZANNI ANGELO 22 LAKEVIEW AVE READING MA 01867 2460460000000070 MOTIVA ENTERPRISES LLC C/O EQUIVA SERVICES LLC PO BOX 4369 HOUSTON TX 77201 2460670000000700 ZANNI MARY E 1/2 INT ZANNI DOMENICKJR ETALTRS 22 LAKEVIEW AVENUE READING MA 01867 2460570000000190 ZANNI DOROTHY M TR LAKEVIEW REALTY TRUST 22 LAKEVIEW AVE READING MA 01867 2460670000000690 ZANNI MARY E 1/2 INT ZANNI DOMENICKJR ETALTRS 22 LAKEVIEW AVE READING MA 01867 2460670000000680 ZANNI MARY E 1/2 INT ZANNI DOMENICKJR ETALTRS 22 LAKEVIEW AVENUE READING MA 01867 246057000000022& WALKERS BROOK CROSSING LLC 1266 FURNACE BROOK PKWY QUINCY MA 00000 246057000000012& ZANNI DOROTHY M TR LAKEVIEW REALTY TRUST 22 LAKEVIEW AVE READING MA 01867 246057000000012& ZANNI DOROTHY M TR LAKEVIEW REALTY TRUST 22 LAKEVIEW AVE READING MA 01867 2460670000000670 SECHER ELAINE A 114 EATON ST READING MA 01867 246067000000047& ZANNI MARY E (L.E.) ETAL TRS MARY E ZANNI 1990 REALTY TRUSl22 LAKEVIEW AVENUE READING MA 01867 2460570000000110 ZANNI DOROTHY M TRUSTEE ZANNI DOMENICK JR ETAL 1/4 22 LAKEVIEW AVE READING MA 01867 2460460000000030 BOSTON GAS COMPANY 201 RIVERMOOR ST BOSTON MA 02132 2460570000000020 IODICE MICHAEL F JR TR M J II REALTY TRUST 29 CRAFTS ST STE 250 NEWTONVILLE MA 02160 2460460000000080 WALKERS BROOK L.L.G. 3 CENTENNIAL DR PEABODY MA 01960 2460570000000210 WALKERS BROOK CROSSING LLC 1266 FURNACE BROOK PKWY QUINCY MA 00000 2460460000000090 WALKERS BROOK L.L.C. 3 CENTENNIAL DR PEABODY MA 01960 2460460000000100 S & K REALTY LIMITED PARTNERSH 25 WALKERS BROOK DRIVE READING MA 01867 2460570000000010 CUMBERLAND FARMS INC 777 DEDHAM ST CANTON MA 00000 2460460000000010 S & K REALTY LIMITED PARTNERSH 25 WALKERS BROOK DRIVE READING MA 01867 246045000000001& DANIS GEORGE E, TR DANIS READING REALTY TRUST PO BOX 672 READING MA 01867 v v 1A r , v v ' CERTIFIED BY THE READING BOARD OF ASSESSORS PREPARED BY: s Reading Police Department Robert J. Silva, Chief of Police MEMORANDUM Date: March 22, 2005 To: Town Manager's Office Cc: Lillian Marino From: Lieutenant Kevin Patterson RE: Liquor License application (Romano's Macaroni' Grill) Approved By: Chief Silva Approval Initials: s The Police Department has reviewed the application and information of : Romano's Macaroni Grill located at 48 Walkers Brook Drive and would not oppose the issuance of a liquor license. 1 y~s~ Memo March 25, 2005 Town of Reading 16 Lowell Street Reading, MA 01867-2684 Website: www.ci.reading.ma.us RE: All Alcohol Beverage license for Romano's Macaroni Grill Comments: Reading Health Division Phone: 781942-9061 Fax: 781 942-9071 The Reading Health Division has received the completed Food Service Annual Application and fee. The license to operate is not issued until both a pre-opening and opening inspection are completed. These take place one month before opening and then two weeks before opening to the public. Also, one month prior to the establishment opening to the public, an interview with the health administrator and the site manager. Copies of each shift managers' Food Preparation Certification and Choke Saver certificates for a minimum of two individual for each service shift, must be on file with the Health Division before the license is issued prior to the opening of the establishment. Therefore, comments regarding the food establishments operation can not be made at this time by the Health Division. Jane M. Fiore, RN, CHO Health Services Administrator q16 0 f Ann is San Antonio GHT LLP 1KNI HOLLAND & anta Atl San Francisco . . Bethesda Seattle Boston Tallahassee Bradenton Tampa Chicago Washington, 10 St. James Avenue Fort Lauderdale D.C. Boston, Massachusetts 02116 Jacksonville West Palm Beach Lakeland Los Angeles International 617-523-2700 Miami offices; 617-523-6850 Fax New York Caracas** www.hklaw.com Northern Helsinki Virginia Mexico City Orlando Rio de Janeiro Portland Sao Paulo Providence Tel Aviv** Rancho Santa Fe Tokyo St. Petersburg **Representati ve office 2005 February 28 NATALMMCMENAMN , 617-854-1486 natahe.mcmenamin@hklaw.com Town of Reading Attn: Lillian Marino 16 Lowell Street Reading, MA 01867-2685 Re: Application for an All-Alcohol Beverage License for Brinker Massachusetts Corporation d/b/a Romano's Macaroni Grill Dear Lillian: ~o. Enclosed please find an application for an All-Alcohol Beverage License for Romano's Macaroni Grill. Please do not hesitate to call with questions or if you need additional information. If you prefer, the attorney on this case is Andrew Upton and can be reached at 617-619-9236. Sincerely yours, HOLLAND & KNIGHT LLP Natalie McMenamin Licensing Specialist # 2651492 vl q.g,7. Town-of Reading 16 Lowell Street Reading; MA 0186742685 FAX: (781) 942-9071 Email: townmanager&l.reading.ma.us MEMORANDUM DATE: March 17, 2005 TO: Lieutenant Kevin Patterson Health Administrator Jane Fiore Building Inspector Glen Redmond FROM: Lillian Marino, Town Manager's Office RE: Application for an All Alcoholic Restaurant License TOWN MANAGER (781) 942.9043 Attached is an application for an All Alcoholic Restaurant License by Brinker Massachusetts Corporation d/b/a Romano's Macaroni Grill located at 48 Walkers Brook Drive. Please review this material and get back to us with your comments. Thank you for your assistance. lm Attachments q.,Ifq 0 Annapolis San Antonio HOLLAND & XNIGH T LLP Atlanta San Francisco . Bethesda Seattle Boston Tallahassee Bradenton Tampa 10 St James Avenue Chicago Washington, . Fort Lauderdale D.C. Boston, Massachusetts 02116 Jacksonville West Palm Beach Lakeland 617-523-2700 Los Angeles International Miami Offices: 617-523-6850 Fax New York Caracas** www.hklaw.com Northern Helsinki Virginia Mexico City Orlando Rio de Janeiro Portland SAo Paulo Providence Tel Aviv** Rancho Santa Fe Tokyo St. Petersburg **Representati ve Office March 10, 2005 NATALIE MCMENAMIN 619-854-1486 natalie.mcmenamin@hkiaw.com Town of Reading Attn: Lillian Marino 16 Lowell Street Reading, MA 01867-2685 Re: Affidavit of Notice of Mailing to Abutters re: Brinker Massachusetts Corporation d/b/a Romano's Macaroni Grill Dear Lillian: Enclosed please find an Affidavit of Notice of Mailing to Abutters re: Brinker Massachusetts Corporation d/b/a Romano's Macaroni Grill. Please do not hesitate to call with questions or if you need additional information. Sincerely yours, t HOLLAND & KNIGHT LLP Natalie McMenamin Licensing Specialist # 2651492 vl 14.Pq - 4 kjo 0 LICENSING BOARD FOR THE Date March 10 -bg 2005 AFFIDAVIT OF NOTICE OF MAILING TO ABUTTER AND OTHERS To the licensing Board For the Town of Reading I, Natalie McMenamin , hereby certify that the following is a true list of the persons shown upon the Assessor's most recent valuation list as the owners of the property abutting the proposed location for an alcoholic beverages license at 48 Walker's Brook Drive Please see attached list and that the following schools, churches or hospitals are located within the radius of five hundred . (500) feet from said proposed location: If there are none, please so state None I also certify that the notice of this application/petition concerning an alcoholic beverages license was given to the above by mailing to each of them within three days after publication of same, a copy of the advertisement of said application/petition, a copy of which advertisement is attached below. Also attached are the registered receipts/return registered receipts bearing signatures of persons receiving said notice. Signed and subscribed to under penalties of perjuries this 10th day of March ,419 2005. Printed: Natalie McMenamin Writteir N a a -(&-(,41 ! t/i M~W 1 MMA r ATTAO, H ADVERTISEMENT AND RECEIPTS HERE Notary Public MY Commission)exPTres 15 OEJt said X3 NOISSIWW00 AR b'LWWMvSSVW d0 H1 'N3M(ypyyyy0:1 onand 1QN MVAVS MdB 7Y 3SOy ~ ~ . qk Thomas R Anzuoni Ronald M. Harff Grace Abruzzio 30D Carnation Circle 30C Carnation Circle 30B Carnation Circle Reading, MA 01867 Reading, MA 01867 Reading, MA 01867 Andrew Paolillo Frederick G. Sawin Joseph Calaresco TRS et al 30A Carnation Circle 28D Carnation Circle 28 C Carnation Circle Reading, MA 01867 Reading, MA 01867 Reading, MA 01867 Cedric H. Chan Kristin M. Ash Rose Marie Nola Trustee 28B Carnation Circle 28A Carnation Circle 26D Carnation Circle Reading, MA 01867 Reading, MA 01867 Reading, MA 01867 Stanley J. Portman Joseph T. Connearney Carla E. Lynch Trustee 26C Carnation Circle 26B Carnation Circle 26A Carnation Circle Reading, MA 01867 Reading, MA 01867 Reading, MA 01867 Naomi Vichnupad Madeline M. Barry John A. Thomas et al 24D Carnation Circle 24C Carnation Circle 24B Carnation Circle Reading, MA 01867 Reading, MA 01867 Reading, MA 01867 Judith A. Perry Lisa Mighore Jean Humphrey 24A Carnation Circle 22D Carnation Circle 22C Carnation Circle Reading, MA 01867 Reading, MA 01867 Reading, MA 01867 Steven V. Raso John J. Downing James D. Cesario 9 Horseshoe rive 22A Carnation Circle 20D Carnation Circle Lynnfield, MA 01940 Reading, MA 01867 Reading, MA 01867 Kimberly Park Richard C. Capstick et al Gregory L. Jackson 20C Carnation Circle 20B Carnation Circle 20A Carnation Circle Reading, MA 01867 Reading, MA 01867 Reading, MA 01867 Joie M. Gerrish Robert L. Kimball Patricia E. Black 18D Carnation Circle 18C Carnation Circle 18B Carnation Circle Reading, MA 01867 Reading, MA 01867 Reading, MA 01867 William Shinny Jay J. Flynn Daniel S. Mantini 18A Carnation Circle 16D Carnation Circle 16C Carnation Circle, Reading, MA 01867 Reading, MA 01867 Reading, MA 01867 g Susan M. Henry Carol Ciampa Carol A. Fucco 16B Carnation Circle 16A Carnation Circle 14D Carnation Circle Reading, MA 01867 Reading, MA 01867 Reading, MA 01867 William Toppi Elaine Pappas Raymond Cesario et at 14C Carnation Circle 14B Carnation Circle 14A Carnation Circle Reading, MA 01867 Reading, MA 01867 Reading, MA 01867 Marcia A. Hamburger Dana J. Kludjian Arthur P. Skelley 13D Carnation Circle 13C Carnation Circle 13B Carnation Circle Reading, MA 01867 Reading, MA 01867 Reading, MA 01867 Richard A. Nazzaro Kathleen Indigaro Paul Humphries 13A Carnation Circle 12D Carnation Circle 12C Carnation Circle Reading, MA 01867 Reading, M.A. 01867 Reading, MA 01867 Clare B. Conway Bernard J. Regan Joan M. Pinelli 12B Carnation Circle 12A Carnation Circle 11D Carnation Circle Reading, MA 01867 Reading, MA 01867 Reading, MA 01867 Michael E. Galli Frederick L. Mullen Paul E. Kelley 11C Carnation Circle I IB Carnation Circle 11A Carnation Circle Reading, MA 01867 Reading, MA 01867 Reading, MA 01867 Bruce F. Buckler William A. Bradley C.M. Bhimsimha 10D Carnation Circle l OC Carnation Circle 10B Carnation Circle Reading, MA 01867 Reading, MA 01867 Reading, MA 01867 Maria E. Aloise Isabel Zecher Steven V. Raso 10A Carnation Circle 9D Carnation Circle 9 Horseshoe Drive Reading, MA 01867 Reading, MA 01867 Lynnfield, MA 01940 Meng Zheng Richard P. Ventura Murray A. White 9B Carnation Circle 9A Carnation Circle 8D Carnation Circle Reading, MA 01867 Reading, MA 01867 Reading, MA 01867 Nancy H. Guay Eileen M. Cooper George F. Burns 8C Carnation Circle 8B Carnation Circle 8A Carnation Circle Reading, MA 01867 Reading, MA 01867 Reading, MA 01867 Barbara T. Reiter Linda Jodice Ji-Lien Lim 71) Carnation Circle 7C Carnation Circle 7B Carnation Circle Reading, MA 01867 Reading, MA 01867 Reading, MA 01867 Sandra A. Hale Scott D. Miller Daniel A. Indiciani 7A Carnation Circle 6D Carnation Circle 6C Carnation Circle Reading, MA 01867 Reading, MA 01867 Reading, MA 01867 Latheef S. Ahmed Robert H. Nadeau Robert Z. Gershinsky 6B Carnation Circle 6A Carnation Circle 5D Carnation Circle Reading, MA 01867 Reading, MA 01867 Reading, MA 01867 Marcia Brown Anthony J. Encarnacao Kevin A. Kelliher 5C Carnation Circle 5B Carnation Circle 5A Carnation Circle Reading, MA 01867 Reading, MA 01867 Reading, MA 01867 Michelle M. Galli Linda McGuffey Dorothy M.. McKenna 41) Carnation Circle 4C Carnation Circle 4B Carnation Circle Reading, MA 01867 Reading, MA 01867 Reading, MA 01867 Claudia M. McCarthy Trustee Benjamin D. Parish III Jacquelyn Van Horn 4A Carnation Circle 3D Carnation. Circle 3C Carnation Circle Reading, MA 01867 Reading, MA 01867 Reading, MA 01867 Kay K. Krekorian et al Sheila Smith Alfonso Lucci 3B Carnation Circle 3A Carnation Circle 2F Carnation Circle Reading, MA 01867 Reading, MA 01867 Reading, MA 01867 George C. Hallisey Grace L. Visconti Carol L. Thistle 2E Carnation Circle 2D Carnation Circle 2C Carnation Circle Reading, MA 01867 Reading, MA 01867 Reading, MA 01867 Nikhil Shah Laurie S. Weiner Robert M. Miller 2B Carnation Circle 2A Carnation Circle 1D Carnation Circle Reading, MA 01867 Reading, MA 01867 Reading, MA 01867 Wynne Huang Deepti Pant Kevin E. Doherty 1 C Carnation Circle 3 Kimball Court #512 71 Line Road Reading, MA 01867 Woburn, MA 01801 Reading, MA 01867 4 Nanci Y. Conners Charles A. Farley John E. Carleton et al 75 Line Road 71 Track Road 61 Track Road Reading, MA 01867 Reading, MA 01867 Reading, MA 01867 Terese M. McInnis Reading Open Land Trust Roger Sciascia 55 Track Road 387 Haverhill Street 6 Norman Road Reading, MA 01867 Reading, MA 01867 Reading, MA 01867 Raymond Joseph Dugan Rose M. McManus Blacksmith Enterprises Il IA Carnation Circle 98 Walkers Brook Drive 88 Walkers Brook Drive Reading, MA 01867 Reading, MA 01867 Reading, MA 01867 David A. Gentile Salvatore Gentile Angelo Zanni 72 Azalea Circle 54 Azalea Circle 22 Lakeview Avenue Reading, M.A. 01867 Reading, MA 01867 Reading, MA 01867 Mary E. Zanni Dorothy M. Zanni Charles A. Adams 22 Lakeview Avenue 22 Lakeview Avenue 59 Azalea Circle Reading, MA 01867 Reading, MA 01867 Reading, MA 01867 Mark A. McCarthy Elaine A. Secher Lawrence W. Rocheleau 55 Azalea Circle 114 Eaton Street 108 Eaton Street Reading, MA 01867 Reading, MA 01867 Reading, MA 01867 Charles Vella Stephen A. Alagero Christopher A. Powers 27 Smith Avenue 28 Smith Avenue 235 Pleasant Street Reading, MA 01867 Reading, MA 01867 Reading, MA 01867 Thomas Strandberg Patrick J. Faucette Salvatore Tammaro 22 Manning Street 157 Salem Street 20 Manning Street Reading, MA 01867 Reading, MA 01867 Reading, MA 01867 Lawrence E. Warnock Charles J. Williams 16 Manning Street 12 Manning Street Reading, MA 01867 Reading, MA 01867 # 2676023_vl Alcoholic Bdverages Control Commission 'R FORM - 43 Reading February 3, 2005 License Number City /Town Date IXee of .Transaction (Tease check all relevant transactions) (z) New License ( ) New Officer /Director( ) Pledge of License ( ) Transfer of License ( ) Change of Location ( ) Pledge-of Stock t I Change, of Manager ( ) Alter Premises ( ) Other ( ) Transfer of Stock (specify) Brinker Massachusetts Corporation Name of Licensee Roman's Macaroni Grill BRA Flo of Licensee Bdward LeBoa Manager 48 halter's Brook Driver Reading, MA 01867 Address: Number Street Zip Code Ammnal An Alcoholic Restaurant Annual or Seasonal category: All Alcohol, Type: Restaurant Hine arbd HaLte ac+e only :tore' Malt only etc. —'P `on at Licensed Premises- A one. story `rood frame bullAiRS with full kitchen iwd d facilities. ' A :Ld�� •2�•, tip0 r- Ad ertised t�hAr�h 4� i15.' .8s+acl ri -c f, Application was filed _ SA"IHE o+Lre .oa vueiiunac Person to contact regarding this transaction: Abutters Notified YES ND Name: Andrew Opton c/o Holland 6 gnUkt LLP t0 St-. James Avenue, Boston, MA 02116 Phone r ber: 4 617.1 619.9236 a..sark: the Local Licensing Authorities Av. Alcoholic Beverages control Coaaission Peter J. Connelly Executive !gecretar -y Remarks: y�,j6. The Commonwealth of Massachusetts Alc aboUc Bo mqp Control Commission 239 C=wway Street Boston, MA 02114 Appflcatlen for AkeboVe Beverage License for R" Sob Ckylrowa. Reading (Z) Naw Dine ( ) Now OffmdDieedw ( ) Tnaafor of Lkeaee ( ) Odor ( ) Tnns er of Stock Waft. Ssdbs � Name to WM on We lice M Brinker Massachusetts Corporation Bmiseu Nana (dlb/a. if diDereatk lboueno r s Mscaroai frill MuwW of Record .&bimrO,.Leftu _ FM of LiOMM Adkm of Pumas- 46 Valker's stook Drive, Reading, MA Zip Code: 01"T Pbone amber of panim AMU" for. ?� Seethe 2 Type of lioenea: (check one 0*) { ) (Bub ( ) PackW St m ( ) Votaame Club ( ) tieaaal on had" (z) Raftannt ( ) Odw ( ) Lmholdcr ( ) Tsvam Sedba 3 Linens CataM ( z) All Ak&Ac ( ) Wino and Mak ( ) Mdt Only ( ) Rrne 0* ( ) Wino M d Malt with c"& PuMk Soc1Ma 4 Umw Chu ( :) Am d ( ) seamed Secden S Panoo (asonny if oppHa6l1c) wbo can be eododed coscou 2 this tpplcatioa Name: Andrea Upton c/o Hotly a sWIgbt iap Addrew. 10 St. imass Aveone, Bostool, MA 02116 pbow Nombw. 61Z= .619.9236 4 40(1 0 Saccdom f G" a foU d000dpd a of like pramim to be liceR14 including km dm of dl athanoos sad oxft A one ator► building with fall kitchen and diaitbt fistsilitiae0 6i. Sooftg capaeity: 252 Oemupsttcy Namber: 252 Setdloe 7 Applicant Is mn: ( ) Aatodatioa (z) Capomtkm ( ) mvidud ( ) pummilip ( ) Nos -prom capotadoa ( ) LLC Sodba 8 If appUcent is as Whidtal or pammhip — Litt for ia&vidusl or each partner: 8m. b io&vWkW or ap pumerm tailed Stales cidwas? ( ) Yes ( ) No 8b. h{ ie ividoal or a0 puwn iavolved at least twenty yomrs aid?( ) Yea ( ) No 3eedos-9 Qthe applicant ie a oogKnfloa, complete the mUowimF Soft of bKorpondon: lIMIMNN R Dab of hwogmmtiom a 12q IS-, Find Year Ends: 6131 Date g dfW m do bm hm in MA: 10/19/95 9m. How many sheer of stook sm wjdK rased: 10,000 How many data are issued: 1 .000 Ftovide is the box the news if A oMmm ditoeto% sumboldas mod =mW. Us* • to bAcdo dirodw Please see attached Tab A 9b. Attach a copy of the voto by dw Boatd of Directors mppok ft a muu gw or prlaaipd, mnadva. Its 9c. ifthe applicant is a corporation, answer do following gaestimi: 1. Are did majority of directoa Uoiood States ddzeos? (s) Yes ( ) No 2. Are the m4jasity of dieeelom ddnu of Mawo6naeW ( ) Ya (z) No• 3. h rho manager or pdwipal twos eatatin a U.S. cidzm? (_) Yea ( ) No swum 10 If the applicant is an assoda*% pwvido in the box bobw the Hams of all mmiatioa offmas and members. IOL Anaob a list of all members of do LLC. Sedliae 11 Wig thore be any woe, ramodoi' & a docorady or building on &A Pcemiaes for dris BMW? (z) Yea ( ) No (If yes complete ab, c and d) , a. (lire an artact description of dw consamcdoo, raaodelim redaoosating or budding on the praxises: The canetructioa procasa 4— llnA-m couoatruct3m of a one atom building with fwU k: tehen md. dining facUttla s. b. What are the osti matod coats: 94 _"2 0 187 C. What is due construction schedule: to bastia 12/20104, letion date /05 d. State ag sounm of coaetnmdm tiumcbw. Cash BecWa 12 Do you own the promisee? ( )Yea (z) Na if yet, phaso tespond b the qwW= bdow. ( ) As an individual ( ) Jointly Name of Realty Bust Nam of Capomdou ( ) Odac (if you do not own the pneauises to be gcaued, provide the togowbg information about the away ) Name: Walkar's Brook Crm&ln LLC Pbane Number: 617 _ 770.1955 Add.-.1266 lib =um Erooit PaA=W, Oda". UL 02169 4.,p 111% 12a. We lase ormt4 ptuvide We following k6modon: S 15.416.67 per Me with Please see page 9 • of Leame Agreement for additional !' aim) BegWing date of lace Ba ft Date of leas (PmvW spy ofdw bane) . MUNCUL Seed" 13 What sow ware piucbuW wad coact Please see Tab C Egadpmest s Fauldaue s OoodwOk a bveotory: S t.ioaua S Preniaa: a 13L Tool Purcbaae Price: S 13b Watify bebw all source of boar I mirga: S sailer: a cs& S_ 4,042, 187 Odwr (spod(y): S Docowma A wwwo e.& Loan papery, dKddag accouata, stock sdes, etc. 13c. AU odwr tame errd cordhbor. (provide pumbw sad ads docameats) 13d. An you nekiag approval for Ucaaae to be pledged: ( ) Yes (z) No Hym, to wham: 13e: WM Ore invattmy be pbdged: ( ) Yes (z) No If ya, spedfy to whom: IN. if a corporation, we you mckiag app wd for way cogmm stock to be pledged: ( ) Yes (z) No If yes, identify to wham and identify the number of shares: Sedlae lI State the following Wonudioa for all ponmu air auntie who wM have way dh a or &Whvd bea ddd or linamoiat intaost in this lioenee: Fab Noon Hama Adduce DOB 88N Phone Nmabei Brisher 84 t ate S Street (600)225-6244 Belabor 6820 wj F�sasrog D]l saa l 75200 (972)980 -9917 14L Describe A "a ofbanefieW or 6neodal latateet each peon or on* identified in QwWon 14 wM have in tics tioanse: Corpocatia s oily, Sole sLase6o]alere 14b. Dow my person or aotity 4stod is Quesdon 14 Gave any direct or indirect bab6cial or finsocid inmrat is any other Umm panted under Ompter 1384 (_) Yes ( ) No !lease sea Tab B 14c. Has any person or entity rimed in QuaHon 14 ever bold a Beane or a bwdWol inteeeat in a Seem issued wrier Clispow 138 which b not promody bold! ( ) Yes (z ) No (If m provide the following for each persona essay.) 14d. Describe law an liceases in Qaaden 14c were lwodoaoed (qg transhr of owowddp. noa•-conowai, now der. Mile) H/A Me. Has any omm or sooty nursed to Qatdos 14 ever had a Hoene ampowK mvoloed or cmoeW ( ) Yaa. (z) No (Ism Rovide dw hbmiop khmudos) Dde Lamm Ream vAiy do Umn wet soomd4 revoked or casodled 14L Has nay puaos or nosily rimed is Qamdon 14 am been convicted of violdisp any dsta. Word or aaUW IW ( ) Yea ( z) No 15. a. Baca hdhMad sppVcad maul dp, b, AppSoOkm by a partatnbip out be dpaed bye a** ot the pwbmwL C. AppBcMkm by a corporattoa gout bo dped by aa oMw mdborked by a vote of the corporadm Board atDheeten. d, AppBam/om by as awmbt on mad be dpaed by a ns jo ity of the members U tie pveralap body. AN dpen and bove answered goedha A e. Fab a folbrmatko K Mare to dbdm an reaoon to revoke a Uaoa or 4W a ticuue app• Slpeed oad tabterl6ed to coder the peaaNy of perJaq, tbtaday of 2tl �� } Jay L. Tobin Vide PreAideat and Asst. 'Secretary Paz ALCOHOL BEVERAGE LICENSE APPOINTMENT OF MANAGER To the Town of Reading Board of Selectman: Request is hereby made for the approval of the following individual as manager of this corporation in accordance with the formal vote stated below: This is to certify that a meeting of the directors of the at its headquarters at 6820 LBJ Freewap Dallas. Texas held on March 11, 2005. it was voted to authorize application for an original license and appoint Eddie LeBon. a citizen of the Untied States, as manager of said corporation, with full authority and control of the licensed premises and of the conduct of all business therein relative to alcoholic beverages as the licensee itself should in any way have and exercise if it were a natural person resident in the Commonwealth. The forgoing statements are made under penalty of perjury March 15, 2005. # 2646718V1 Jay obin Vice President and Assistant Secretary 4 MAR -13 -06 02544 PM RUTHIE.SONEGO d� +1b /�de5 i.�4� 8Et35�j5.59 4 972 446 7348 MAC %?ILL The Comzaonwealth of Massachusetts PAGE 02 A1.00110LIC BEVERAGES CONTROL COMMISSION FORM A LICENSEE PERSONAL INFORMATION SHBtT iHiS FORM MUST BE COMPLETEC FOR EACH: A NEW LICENSE APPLICANT l,,,,,,� 0. APPOINTMENT OR CHANGE or MANAGER IN A CORPORATION C. TRANSFOR OF LICENSE. (RETAIL ONLY -SEC 12 S SEC. 15) ;Prase speak which trenswbon fa the sullm of sn dpplicatan scoontptrnyin9 this Form A.) PLEASE E QB PRINT AU, INEMNIAION ALL QUESTIONS MUST BE ANSWERrD AND TELEPHONE NUMBERS PROVIQEU OR APPLICATION WILL NOT BE ACCEPTED, LIGE48EE NA tAE_ ., t♦ tit Qk 1t d—.,% (NAME AS IT VVI4, APPFAR ON THE LICENSE) 9 NAMI" OF (PROOOSED) MANAGO , _ LQ d`sv �. GOCIAL S&CURITY NUMRIM 4. HOME (STRERY) AODREAB rw +w r i AREA COOS AND MLOMONE NUMBFR 10. (Give both, your hone telaphone end o number et wblah you aan be remhad duff p >ha_d DAY TIM M — �e+-r K --GTro ti. "( r"• 7 Y - HQMB 6 PI ACE Of! 81RTH, - T, DATE OF BIRTH: G. ltEBIST EKED VOTER: V/ YE4 ..�� NO SA. WHERS 7. A 2. ARI YOU A U. S. CIT171=N: ✓ / Y89 NO 10. t:OURT AND DAIS OP NATURALIZATION pP APPLICABLE):_ 00fM proof of CdiTOM# ip MCI* naiuralk0CM Soh a Voters CtM1e6ee,1N h r.R1jW pie or NetunhMon Paper) P.02 Lf.fa-4 V MAR- 1:1 -03 02:44 PM RUTHZE. SONEGO 972 446 7348 131151-246 12 :49 o p 236ia 3 PX'RILL Parf 63 11 FATmews NAME. f 17. MOTHER'S MAIDEN NAME. 13. VFNTIFY YOUR ^v AffiNAL WORD. (MaeeaahusM, Mlfi y. any ottw fta or Fedtraq: ANY O's I IER ARRIS1 OR APPEARANCE IN C141MINAL COURT 414ARGOD W.TN A CRIMINAL OFFENSE RSQAROLIABB OF FINAL. 018FPBff ION, YEa NO UST remagg stmnmpjm W YBS. pL$A9$ DhSCRIK 0/'FENSE (8) SPECIFIC CF MIM ANO 018POSiTION (FINE, PIMALTY. ETC.) is PRIOR EXOMICLUCE IN TF ff LIQUOR INDUSTRY: + YES NO IF YES. PLRAH pI~'SOW. is. MOMCIAL INT1sREST, QIRECT OR INDIRECT. IN THIS 014 ANY OTHER LIQUOR LICENSE. PERMIT OR yEP.fIFIGATF.: —.._.� yes NO W YRS. PLEASE 0SCRISE: _.. 1$ EMPLOYMENT FOR Tht LAST TEN YEARS IOaWo. PoWgri, fimpimt, Addrma and If known, ll lTolophhoons NUaft(a) 16 L4%CjLS°M.Itw &P j 1 t•�Ktttt �1 ..ww_�i�p r � rwi awL�A w� �+ � �—� rrr- +rte .�rR• —•�_ 11 Mo11fiS PER WEEK To 8E SPJNT OIL W MEMO PREMIIa M )a. I hiAtgY SWEAR THAT UNDER TNfi PAINS AND FHW.TIES OF PERJURY THAT ThE WFORW110N 1 I+AYt DIVtN THIS APPLIC.ATKNd 16 TRUB TO! HE BEST OF MY KNOWLEDGE AND BEIa6F. s`/:�. I r RO OS MANAGER ONA RE DATE' r w.mw�eor+.•+�Rec�ra►�rr��va.rko 91A! P.03 W-k a1c. MAR -13 -03 02:43 PM RUTHIE. SOHE00 Mme.: GILL E 972 446 7349 P.01 1+1tlak a. .. LO�.OvoiOl� Wf: OS70H . CRIMINAL R$[l M WFORMATIM PCOM {tael�haWen' dttiemR M4 Di oom or Cotpwaft yet Odeon NAME OHr CORPMT14N, G6 A r ':A .rrAvemia,w NAIL E: Aci c HIV9BA1 o cm w w" K40 u 1�Oi1 hA+►R'�r slKOri � � udYQlp� �wioe�w► MaPk WMd1• {pew, mip4t tra(!k a9olatlone•' orrWaoe of d prloe... wd we>t olrawe Wrpoeed vI woe' save court /efee to tM of 1Ns e4ppllaedoa. , . argrba aoeBdasd w Ltrt •'Np R11dl11D" to On purpose er tod0rtu/3 051191 '1 e1 IsfwouMi .t to Im aW" Hoord p 46U 19C crrtr OF >,OMNJ .M an-Ts THAT I x4v�ig WT am c�oammv FM THAT I HAYS NO MRD OF CRlMOUL COMIC 10ta IN ANY RATE OR 10VAL COURT SXCRPT 711099 UFUD AS POLwwJI: THATNOPhWPINO CRMNAL. CHA1Q M AGAWSr eA FOR ANY CltV4lMAL VK"TIOW HN ANY STAIN OR »AL COURT BXCP.P7' /THOIN LIMP AS i�1.IWYYB�� ' - .• Sl *V0 AW $V=CRM TO UNDER?HZ H9OM AND NKAt/ =O! PKlWJtYjM PALMumNAME.�....% .�..� , DAY, c►F - IS& e.h_ .10.9AY4 ' ' ` C, ANY BTATBNMM CONTAIN&D HERRIN FONND TO III UNTRUE SNALI. a8 CAM POP. TIM CANCSU ATI" AMMR XBVWAIM OF ANY L IC&NSS GRAM'ED To SHE APPEACANT Olt COIL RATION MI WHICH Ng IS A P100VAL OR AGBM: I a ~d ~a A III i -T SEE PLAN 01 1011 SERVICE ' YARD AT THIS LOCATION ® "t ❑O' . T L I © 41~ r ni ®xc IC ,:I I I ~ u~ f~ cl~ I - - ®pAl 1 O~sO sox, ❑ ❑ I L-- ~ o it ❑ : ❑ ~ ❑ /=i, DINING i LJ IT, mrE ED IM 0 0 1 0 0 I 19, PFRIT Roou a )M--. ~-!uj i yV 1 ❑OGl pM ED MID M [09191 MM In wunNC O I i aoo 1❑ED ED ao `flo❑o aoo ED T I ~ 111 , -il - d- I i CINING _ L an] 91 IUD IF i a SEATING CAPACITIES TYPES PARTIES SFATS ""~s°'• 1IIn'`~'" PAR OINING °iY BAR STOOLS - 20 7.67 4-TOPS 4 i6 6.1% 2 TOP BOOTHS 4 B 3.07 4 TOP BOOTHS 1 4 15% 6 TOPS i 6 237 TOTAL BAR SEATING 10 54 20.57 nlume. 4 TOPS 24 96 36.4% 2 TOP BOOTHS 4 TOP BOOTHS 4 18 8 72 3.09 273% 6 TOPS 2 12 4.5% T 10 TOPS 1 10 3.8% TOTAL DINRTG SEATING 49 198 75.0% s TOTAL DINING & BAR CAPACITY 59 252 100% wAITINC, RFNCN SEATING i INTERIOR BENCH SEATING (T PER 181 - 12 45% I A ' SOIIARF FDNAGF BUILDING AREA 6565 SFT. COOLER / FREEZER AREA . 256 SET. GROSS AREA 6921 SFr. ' W Npi SGLE tkUevlES coNrnxapA ro re ry xi emmc mnpae ua nw~a-+mm Amvrtn pr xn r,.~xcas wsa ro aawc mr¢rocml S_TATPMFNT OF ARFA- BUILDING AREA = 6580 SFT COOLER/FREEZER = 256 SFT GROSS AREA = 6836 SFr ~>T p® Z 2 0 U W N anoacr wrsm 037059007 IA1a1-P O PRESENTATION FLOOR PLAN 01 ,~nv.•.I•b• amamua.muu BRINKER MASSACHUSETTS CORPORATION, a Delaware corporation 6820 LBJ Freeway Dallas, Texas 75240 Federal ID No.: Date of Incorporation: 09/29/95 SHARES: Authorized: Issued: Rover F. Thomson 3925 A Gilbert Dallas, Texas 75219 (214) 520-2420 Jav L. Tobin 7114 McKamy Blvd. Dallas, Texas 75248 (972) 713-6788 Charles M. Sonstebv 607 Canemount Coppell, Texas 75019 (972) 899-0607 Brvan D. McCrorv 10905 Cactus Lane Dallas, Texas 75238 (972) 349-1218 Laura C. Richard 3412 Red Oak Street Sachse, TX 75048 (972) 496-9668 10,000 Common, $.10 par value 1,000 Common, $.10 par value (Sole Shareholder - Brinker Restaurant Corporation, a Delaware corporation) OFFICERS AND DIRECTORS * Denotes Director President and Secretary Vice President and Assistant Secretary Vice President and Treasurer Vice President and Assistant Secretary Assistant Secretary if.~28 s:\legal\corp\corporations\list\brinker massachusetts corporation.offdoc Brinker License Application License Summary Report Monday, February 21, 2005 BRINKER MASSACHUSETTS CORPORATION MA CHILI'S GRILL AND BAR 0835 - Bellingham-Chili's 0834 - Braintree-Chili's 0808 - Brockton-Chili's 0809 - Burlington-Chili's 0805 -Cambridge Closed PI I -Chili's 0812 - Copley Place-Chili's 0811 - Danvers-Cluli's 0824 - Dedham-Chili's 0807 - Framingham-Chili's 0831 - Hadley-Chili's 0804 - Hingham-Chili's 0802 - Hyannis-Chili's 0961 - Lowell-Chili's 0827 - Raynbam-Chili's 0839 - Reading-Chili's 0818 - Shrewsbury-Chtii's 1051 - Somerset-Chili's 0823 - W. Springrield-Chili's 0900 - Warebam-Chili's 0840 - Westford-Chili's MA ON THE BORDER 0144 - Tyugsboro-OTB 0145 - W. Springfield-OTB 0141 - Woburn-OTB MA ROMANO'S MACARONI GRILL 0173 - Burlington-RMG 0254 - Methuen-RMG 25.7 Hartford Avenue Bellingham MA 02019 170 Pearl Street Braintree MA 02184 610 Oak Street Brockton MA 02301 108 Middlesex Turnpike Burlington MA 01803 114 Mt. Auburn Street Cambridge MA 02138 100 Huntington Avenue Boston MA 02116 10 Newbury Street Danvers MA 01923 930 Providence Hwy Dedham MA 02026 120 Worcester Road Framingham MA 01701 426 Russell Street Hadley MA 01035 6 Whiting Street Hingham MA 12043 Airport Rotary Jct. 28 & 32 Hyannis MA 02601 26 Reiss Ave. Lowell. MA 01851-5129 500 South Street Raynbam MA 02767 70 Walkersbrook Drive Reading MA 01867-3225 291 Boston Turnpike 825 GAR Hwy. 1175 Riverdale Street 2885 Cranberry Highway 137 Littleton Road 413 Middlesex Road 33 Border Way 19 Commerce Way 50 South Avenue 90 Pleasant Valley Street Shrewsbury MA 01545 Somerset MA 02726-1204 West Springfield MA 01089 E. Wareham MA 02538 Westford MA 01886 Tyugsboro MA 01879 West Springfield MA 01089 Woburn MA 01801 Burlington MA 01803-4904 Methuen MA 01844-7212 Page 1 of 1 013000062 214 05-14 57 CV7AL0505 LIQ980252 048200039 7000079 063000224 101200014 2005-12 Common View 2005-12Entertainment AB35-05 112800044 141800041 141800035 05-07 06900098 Total Licenses For MA: 27 http://brinkemet/LegalLicense/Reports/LicensesSu mnary.asp 02/21/2005 Brinker International Macaroni Grill - READING Summary of Invested Capital Total Cost Cost I S.F. Cost I Seat % of Total Invest Buiidinp & Leasehold Improvements Base Building $ 1,435,425 $ 207.40 $ 5,607.13 35.5% Sitework Costs 125,000 18.06 488.28 3.1% Preconstruction 145,000 20.95 566.41 3.6% Landlord Contribution - - - 0.0% Total Building & L/H $ 1,705,425 $ 246.41 $ 6,661.82 42.2% E FOH $ 80,255 $ 11.60 $ 313.50 2.0% BOH 322,543 46.60 1,259.93 8.0% Signage 13,189 1.91 51.52 0.3% Smallwares 49,398 7.14 192.96 1.2% POS 25,929 3.75 101.29 0.6% Total FF&E $ 491,314 $ 70.99 $ 1,919.20 12.2% Preopenina Exoenses Manager Payroll $ 31,000 $ 4.48 $ 121.09 0.8% Employee Payroll 50,000 7.22 195.31 1,2% Preopening Supplies 17,000 2.46 66.41 0.4% Preopening Costs 46,000 6.65 179.69 1.1% Training Team 81,000 11.70 316.41 2.0% Total Preopening $ 225,000 $ 32.51 $ 878.91 5.6% Real Estate Costs Land Cost $ - $ - $ - 0.0% Capitalized Lease Value at WACC 1,527,306 220.66 5,966.04 37.8% Total Real Estate Costs $ 1,527,306 $ 220.68 $ 5,966.04 37.8% Other Costs Financing Costs $ 56,342 $ 8.14 $ 220.08 1.4% Interest on Land - _ - 0.0% Legal/Liquor License 25,000 3.61 97.66 0.6% Other Cost - - _ - 0.0% Other Cost - - 0.0% Other Cost - - 0.0% Reimbursements - - 0.0% Travel Cost Allocation - Site Specific 6,900 1.00 26.95 ' 0.2% Travel Cost Allocation- Non-Site Deferred 4,900 0.71 19.14 0.1% Insurance - _ 0.0% Total Other $ 93,142 $ 13.46 $ 363.83 2.3% q,p3 0' etaware- GE 1 Stag Of I PA ® Mate OF e o the Secreta' TA'~E pF THE STATE pF I.. 5EG~'TPAY of' I TR~ ~ GCfRItECT A D E I. EHW D F Y T gTTAG D .~REgY CERTIF TIO+~ LAWS' Do -FICE THE .M DE ,CLATIF :2,5 . d A THE CER ICA FLL=D,. c.;"`' Cl( pF GC3PY GC1: CIRA : ? ' 1995. AT, ED TG ~SAGSETTS y ~R! A .U{FC~'Rw TB NA, BED, s MA Y SEpTEMB If I Cp ;A TERTY NtITHi aF THIS CER CQ1HG RE Ij'1 f' OR A G T IE D~F Copp `THE f state p Frees, SecretariJ Ei-cuard J c 44 WTIIF,, 7660030 DA`T'~~ 10-02-95 2547932 B1{}0 -.,?24191 CERTIFICATE OF INCORPORATION OF BRINKER MASSACHUSE=.S CORPORATION 1. The name of the corporation is Brinker Massachusetts Corporation. f 2. The address of the Corporation's registered agent in the State of Delaware is 32 Loockerman Square, Suite L-100, Dover, Kent County, Delaware 19901. The name of its registered agent at such address is The Prentice-Hall Corporation Syst", Inc. 3. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. 4. The total number of shares of capital stock that the Corporation shall have the authority to issue is 10,000 shares of Common Stock with a par value of $.10 per share. 5. The name and mailing address of the incorporator is: Rebecca B. Keck 6820 LBJ Freeway Dallas, Texas 75240 6. The number of directors of the Corporation shall be fixed in the manner provided in the Bylaws of the Corporation, and until changed in the manner provided in the'Bylaws shall not be less than two (2) nor more than ten (10). The name and wailing address of the persons who are to serve as directors until the first annual meeting of stockholders or until their _ successors are elected and qualified are as follows: Name -Address Debra L. Smithart 6820 LBJ Freeway Dallas,-"76kas 75240 Roger F. Thomson 6820 LBJ Freeway Dallas, Texas 75240 7. -In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation shall have the power to adopt, amend, or repeal the Bylaws of the Corporation. CIIVZ70ECKYNMA-W 1 - STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 11:25 AM 09/29/1995 950224197 - 2547932 t~ • . 8. The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of incorporation, in the wanner prescribed by statute, and all rights conferred upon stockholders herein are granted subject 4 to this reservation. 9. A director of the Corporation shall not, to the fullest extent permitted by the Delaware General Corporation Law as the same exists or may hereafter be; amended, be liable to the Corporation or its stockholders for monetary damages for breach of his or her fiduciary duty to the corporation or its stockholders. The undersigned, being the incorporator named above, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does make this certificate, hereby declaring and certifying that this is her act and deed and the facts herein stated are true, and accordingly has hereunto set her hand this 28th day of September, 1995. A alwl,'X i7 f Rebecca E. Keck, Incorporator t~ CAW" 7ROCKY1if&M 2 w oil A -33 YE1. 1 Lf -V OFFICES Section 1. Section 2. TABLE OF CONTENTS ARTICLE I Page, Registered Office . . . 1 Other Offices • 1 ARTICLE II MEETINGS OF STOCKHOLDERS Section I. Time and Place of Meetings 1 section *2. ' Annual Meetings . . l Section 3. . . Notice of Annual Meetings . 1 Section 4. Special Meetings 1 Section 5. Notice of Special Meetings............ 1 Section 6. Quorum 2 Section 7. . organization 2 Section 8. Order of Business 2 Section 9. Voting 3 Section 10. List of Stockholders . . 4 Section 11. . . Inspectors of Votes . . . , . . 4 Section 12. , _ Actions Without a Meeting............ _ 4 ARTICLE III BOARD OF DIRECTORS Section 1. Powers 5 Section 2. Number, Qualification, and Term of Office 5 Section 3. Resignations 5 Section 4. Removal of Directors 5 Section S. Vacancies 5 MEETINGS OF THE BOARD OF DIRECTORS Section 6. Place of Meetings 6 Section 7. Annual Meetings 6 Section S. Regular Meetings. 6 Section 9. Special'Meetings; Notice 6. Section 10. Quorum and Manner of Acting 6 Section 11. Remuneration 7 COMMITTEES OF DIRECTORS Section 12. Executive Committee. How Constituted and Powers 7 Section 13. Organization 7 0 i TABLE OF CONTENTS - cont. COMMITTEES OF DIRECTORS - cont. Paqe Section 14. Meetings 00 8 Section 15. Quorum and Manner of Acting 8 Section 16. Other Committees 8 Section 17. Alternate Members of Committees 9 Section 18. Minutes of Committees 9 GENERAL Section 19. Actions Without a Meeting 9 Section 20. Presence at Keetings"by Means of Communications Equipment 9 ARTICLE 37 NOTICES Section 1. Type of Notice 9 Section 2. Waiver of Notice 10 ARTICLE V OFFICERS Section 1. Elected and Appointed officers 10 Section 2. Time of Election or-Appointment 10 Section 3. Salarie s of Elected Officers 10 Section 4. Term 10 Section 5. Duties of the Chairman of the Board , 10 Section 6.' Duties of the President 11 Section 7. Duties of Vice Presidents 11 Section S. Duties of Assistant Vice Presidents . 11 Section 9. Duties of the Secretary 12 Section 10. Duties of Assistant Secretaries 12 Section 11. Duties of the Treasurer 12 Section 12. Duties of Assistant Treasurers 13 Section 13. Duties of the Controller 13 Section 14.. Duties of Assistant controllers , 13 ARTICTB VI INDEMNIFICATION .c Section 1. Actions Other Than by or in the Right of the Corporation 13 Section 2. Actions by or in the Right of the Corporation 14 ii TABLE OF CONTENTS - cont. INDEMNIFICATION - cont. Pace Section 3. Determination of Right to Indemnification 14 Section 4. Right to Indemnification 15 Section 5. Prepaid Expenses 15 Section 6. Right to Indemnification upon Application= Procedure upon Application 15 • Section 7. other Rights and Remedies 15 . Section 8. Insurance 16 Section 9. Mergers .............e..........:..... ...16 Section" 10. Saving Provision 16 ARTICLE VII CERTIFICATES REPRESENTING STOCK Section 1. Right to Certificate 17 Section 2. Facsimile Signatures 17 Section 3. - New Certifies- G........ , _ 17 Section 4. Transfers - 18 Section 5. Record Date 18 Section 6. Registered Stockholders 18 ARTICLE VIII GENERAL PROVISIONS Section 2. Section 2. - Section 3. Section 4. .Section 5. Section 6. Dividends Reserves Annual Statement Checks Fiscal Year Corporate Seal ARTICLE IX AMENDMENTS A~ iii 19 19 19 19 19 19 20 ~ S'3 ARTICLE I OFFICES pectiona. * $g,dster&d_=ice. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. fiection 2. Other Offices. The Corporation may also have offices at such other place or places, both within and without the State of Delaware, as the Hoard of Directors may frog time to time determine or the business of the corporation may regnire. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. Time and Place of Meetinas. All meetings of the stockholders for the election of directors shall-be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time - ---aa~dl place; within or without the State .of Delaware,.. as._shaU..b„V stated`ih the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual Meetinas. Annual meetings of stock- holders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meeting the stockholders shall elect by a plurality vote a Board of Directors and transact such other business as may properly be brought before the meeting. Section 3. Notice of Annual Meetinas. Written notice of the annual meeting, stating the place, date, and hour of the meeting, shall be given to each stockholder of record entitled to vote at such meeting not less than 10 or more than 60 days before the date of the meeting. Section 4. Special Meetinas. Special meetings of the stockholders for any purpose or purposes, unless othexvise pre- scribed by statute or by the Certificate of Incorporation, may be called at any time by order of the Board of Directors and shall- be called by the chairman of the Board, the President, or the Secretary at the request in writing of a majority of the Board of Directors. Such-request shall state the purpose or purposes of the proposed special meeting: Business transacted at any special meeting of. stockholders shall be limited to'the purposes stated in the notice. Section__gj. Potice of SwgiaZ Meet. - written notice of a special meeting, stating the place, date, and hour of the' meeting and - the purpose or purposes for which the aeeting is 1 LT-k called, shall be given to each stockholder of record entitled to vote at*such meeting not less than 10 or more than 60 days before the date of the meeting. ,$ection 6. Quorum. Except as otherwise provided by statute or the Certificate of Incorporation, the holders of stock having a majority of the voting power of the stock entitled to be voted thereat, present in person or represented by proxy, shall constitute a quorum for the ,transaction of business at all meetings of the stockholders. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time without notice (other than announcement at the meeting at which the adjournaent is taken of the time and place of the adjourned meeting) until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the- adjournment is for. more than 30 days, or if after the adjournment a new record' date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. - - ..Secti.on...a: .atioq. At each meeting of the stocky holders, tha'MMtrum csf - the-Board or the President, determined - as provided in Article v of these By-haws, or if those officers shall be absent therefrom, another officer of the Corporation chosen as chairman present in person or by proxy and entitled to vote thereat,'or.if all the officers of the Corporation shall be absent therefrom, a stockholder holding of record-shares of stock of the Corporation so chosen,. shall act as chairman of the meeting - and preside thereat. The Secretary, or if he shall be absent from such meeting or shall be required pursuant to the provisions of this Section 7 to act as chairman of such meeting, the person (who shall be an Assistant Secretary, if an Assistant Secretary shall be present thereat) whom the chairman of such meeting shall appoint, shall act as secretary of such meeting and keep the minutes thereof. Sectioq 8. Order of Business. The order of business at annual meetings of stockholders and, so far as practicable, at other meetings of stockholders shall be as follows, unless changed by the vote of a. majority in voting interest of those present in person or by proxy at such meeting and entitled to vote thereat: (a) Call to order. (16) Proof of.due- notice of :meeting. i (c) Determination of quorum and examination of proxies.- (d) Announcement of availability of list of stockholders. 2 LA C) (e) Reading and disposing of minutes of last meeting of stockholders. (f) Announcement of purposes for which the meeting was called. (g) Nomination of directors. (h) Entertainment of motions with respect to other business. (i) opening of polls for voting and collection of ballots. (j) Reports of officers and committees. (k) Report of voting.judges. (1) Other. business. (m) Adjournment. Section 9. Votinq. Except as otherwise provided in the Certificate of Incorporation, each stockholder. shall, at each meeting of the stockholders, be entitled to one vote in person or by proxy for each share of stock of the Corporation held by him and registered in his flame on the books-of-the Corporation on th4l date fixed pursuant to the provisions of Section 5 -of Article VII of these By-Laws as the record date for the determination of stockholders who shall be entitled to notice of and to vote at such meeting. Shares of its own stock belonging to the Corporation or to another corporation, if a majority-of the shares entitled to vote in the election of directors of such other corporation is held directly or indirectly byL the Corporation, shall not be entitled to vote. Any vote by stock of the Corporation may be given at any meeting of the stockholders by the stockholder entitled thereto, in person or by his proxy appointed by an instrument in writing subscribed by such stockholder or by his attorney thereunto duly authorized and delivered to the Secretary of the Corporation or to the secretary of the meeting; provided, however, that no proxy shall be voted or acted upon after three years from its date, unless said proxy shall provide for a longer period. Each proxy shall be revocable unless expressly provided therein to be irrevocable and unless otherwise made irrevocable by law. At all meetings of the stockholders all matters, except where other. provision -is made by law, the -Certificate of Incorporation, or these By-Laws,.shall be decided by the vote of a majority of the votes cast by the stockholders present in per- son or by proxy and entitled to vote thereat, a quorum being present. Unless demanded by a stockholder of the Corporation present in person or by proxy-at any meeting of the stockholders and entitled to vote thereat, or so directed by the chairman of the meeting, the vote thereat on any question other than the election or removal of directors need not be by written ballot. Upon a demand of any such stockholder for a vote by written-ballot on any question or at the direction of such chairman that a vote by written ballot -be taken on any question, -such vote shall be 3 N 10., 4A * taken by written ballot. on a vote by written ballot, each ballot shall be signed by the stockholder voting, or by his proxy, if there be such proxy, and shall state the number of shares voted. section IQ. List of Stockholders. It shall be the duty of the Secretary or other officer of the Corporation who shall have charge of its stock ledger, either directly or through another off icer of the Corporation designated by him or through a transfer agent appointed by the Board of Directors, to prepare and make, at 'least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote thereat, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. such list shall be open to the examination of any stockholder, for any purpose germane to the meeting,, during ordinary business-hours, for a period of at least 10 days before said meeting, either at a place within the city where said meeting is to be held, which place shall be specified in the notice of said meeting, or, if not so specified, at the place where said meeting is to be held. The list shall also be produced and kept at the time and place of said meeting during the* whole time thereof, and may be inspected by any stockholder of record who shall be present thereat. The stock ledger shall be the. only evidence as to who are the stockholders entitled to examine the _stocJs. ledges*_ such list .or the books of the Corporation, ..ox tom 'vote in person or by proxy-at any-meeting of stockholders. - - - ' Section 11. insnectors of votes. At each meeting of the stockholders, the chairman of such meeting may appoint two Inspectors of Votes to act thereat, unless the Board of Directors 'shall have theretofore made such appointments. Each Inspector of Votes so appointed shall first subscribe an oath or affirmation faithfully to execute the duties of an Inspector of Votes at such meeting with strict impartiality and according to the best of his Lability. Such Inspectors of Votes, if any, shall take charge of the ballots, if any, at such meeting and, after the balloting thereat on any question, shall count the ballots cast thereon and shall make a report in writing to the secretary of such meeting of the results thereof. An Inspector of Votes need not be a stockholder of the Corporation, and any officer of the Corporation may be an Inspector of Votes on any question other than a vote for or against his election to any position with the corporation or on any other question in which he may be directly interested. Sect D 12. Actions t oiut a Ifeeti . Any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may by taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice, and without a.vote if a consent in writing, setting forth the action so taken,. shall be signed by the z holders of outstanding stock.having not 'less than the minimum number of votes that would be necessary to authorize or take such action at a. meeting. at which all 'shares- entitled to vote thereat were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written 4 consent shall be given to those stockholders who have not consented in writing. AaTICLE III BOARD OF DIRECTORS septi-OM 1. Eower$. The business and affairs of the Corporation shall be managed by its Board of Directors, which shall have and may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute, the Certificate of Incorporation, or these By-Laws directed or required to be exercised or done by the stockholders. ,Secti gn-a. ' j~iimbe ouali i~c~t~,on. and Term. of Office. The number of 'directors which shall constitute the whole Board of Directors shall not be less than two (2) or more than ten (1O). Within the limits above specified, the number of directors which shall constitute the whole Board of Directors shall be determined by resolution of the Board of Directors or by the stockholders at any annual or special meeting or otherwise pursuant to action of the stockholders. Directors need not be stockholders. The directors shall be elected at the annual meeting of the stockholders,- except..as •_provided- in .Sections .4 _ and 5 of this Article III, and each director elected shall hold office until the annual meeting next after his election and until his successor is duly elected and qualified, or until his death or retirement or until he resigns or is removed in the manner hereinafter provided. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy and entitled to vote on the election of directors at any annual or special meeting of stockholders. Such election shall be by written ballot. Section 3. Resicinations. Any director may resign at any time by giving written notice of his resignation to the Corporation. Any such resignation shall take effect at. the time specified therein, or if the time when it shall become effective shall - not be specified therein, then it shall take effect immediately upon its receipt by the Secretary. Unless otherwise specified therein, the acceptance of such resignation. shall not be necessary to make it effective. Section A. HMova,l q f. Directors. Any • director may be removed, either with or ,withou.. cause, at any time, by- the affirmative vote by written ballot of a majority in•voting interest of the stockholders of record of the Corporation entitled to vote, given at an..annual meeting or at a special meeting of the stockholders called for that purpose. The vacancy in the. Board of Directors caused by any such removal shall be filled by the stockholders at such meeting or, if not so filled, by the Board - of Directors as provided in section 5 of this Article III. Section S. vacancies. Vacancies and. newly created directorships resulting from any increase in the authorized number N$ ~t v j of directors may be filled by a majority of the directors then in office though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the annual meeting next after their election and until their successors are elected and qualified, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. MEETINGS OF THE BOARD OF DIRECTORS ,Section i. place o eet s. The Board of Directors of the Corporation may hold meetings, both regular and -special, either within or without the State of Delaware. f;ectLgM_ . -.Annual fetiMs. The first meeting of each newly elected Board of Directors shall be held immediately following the annual meeting of stockholders, and no notice of such meeting to the newly elected directors shall be necessary in order legally to. constitute the meeting, provided a quorum shall be present. In the event such meeting is not held immediately following the annual meeting of stockholders, the meet-.ng maybe held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed r. _ . by all of_ the directors. Section S. Regular Meetinas. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors. Section 9. Special Meetings: Notice. Special meetings of the Board of Directors may be called by the Chairman of the Board, the President, or the Secretary on 24 hours' notice to each director, either personally or by telephone or by mail, telegraph, telex, cable, wireless, or other form of recorded communication; special meetings shall be called by the Chairman of the Board, the President, or the Secretary in like manner and on like notice on the written request of two directors. Notice of any such meeting need not be given to any director, however, if, waived by him in writing or by telegraph, telex, cable, wireless, or other form of recorded communication, or if he shall be present at such meeting. section} 10. ouoV arid- Manner of Agti Ig. At all meetings of the Board of Directors, a majority of the directors at the time in office (but not less than one-third of the whole Board of Directors). shall constitute a quorum for the transaction of business,. and the act of a majority of the directors present at any meeting at which a quorum is present shall be the.act of the Board of Directors, except as-may be otherwise specifically provided by statute or by the certificate of Incorporation. -If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting 6 i . 43' from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section il. Remuneration. Unless otherwise expressly provided by resolution adopted by the Board of Directors, none of the directors shall, as such, receive any stated remuneration for his services: but the Board of Directors may at any time and from time to time by resolution provide that a specified sum shall be paid to any director of the Corporation, either as his annual remuneration as such director or member of any committee of the Board of Directors or as remuneration for his attendance at each meeting of the Board of Directors or any such committee. The Board of Directors may also likewise provide that the Corporation 'shall reimburse each director for any expenses paid by him on account'of his attendance.at any meeting. Nothing in this Section 11 shall be construed to preclude any director from serving the corporation in any other capacity and receiving remuneration therefor.' COMMITTERS OF DIRECTORS Section 12. Executive Committees How Constituted and Powers. The Board of Directors may in its discretion, by reso- lution passed by a majority of the whole Board of Directors, _ - desigsate-ia..Ex4=tJ" . Committee consisting of one or more of the direcfio3co -or MY--corporation.- Subject to the provisions of - Section 141 of the General Corporation Law of the State of Delaware; the Certificate of Incorporation, and these By-Laws, the Executive _Committee shall have and may exercise, when the Board of Directors is not in session, all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and shall have the power to authorize the seal of the Corporation to be affixed to all papers which may require it; but the'Executive Committee shall not have the power to fill vacancies in the Board of Directors, the Executive Committee, or any other committee of directors or to elect or approve officers of the corporation. The Executive committee shall have -the power and authority to authorize the issuance of common stock and grant and authorize options and other rights with respect to such issuance. The Board of Directors shall have the power at any time, by resolution passed by a majority of the whole Board of Directors, to change the membership of the Executive Committee, to fill all vacancies in it, or to dissolve it, either with or-without cause. Section 13. Orgap_ization The Chairman of the Executive Committee, to be selected by the Board of Directors, shall act as chairman at all meetings of the Executive Committee and the Secretary shall act as secretary thereof. In case of the absence from any meeting of the Executive Committee of the Chairman of the Executive Committee or the Secretary,.the'Executive Committee may appoint a chairman or secretary, as the case. may be, of. the meeting. 7 4k qq-. ) vectjon 14,. Meetincts. Regular meetings of the Executive Committee, of which no notice shall.be necessary, may be held on such days and at such places, within or without the State of Delaware, as shall be fixed by resolution adopted by a majority of the Executive Committee and cotmaunicated in writing to all its .members. Special meetings of the Executive Committee shall be held whenever called by the Chairman of the Executive committee or a majority of the members of the Executive Committee then in office. Notice of each special meeting of the Executive Committee shall be given by mail, telegraph, telex, cable, wireless, or other form of-recorded communication or be delivered personally or by telephone to each member of the Executive Committee not later than the day before the day on which such meeting is to be held. Notice of any such meeting need not be given to any member of the Executive Committee, however, if -waived by his in writing or by telegraph, telex, cable, wireless, 'or other form of recorded communication, or if-he shall be present at such meeting; and any meeting of the Executive Committee shall be a legal meeting without any notice thereof having.been given, if all the members of the Executive Committee shall be present thereat. Subject to the provisions of this Article III, the Executive Committee, by resolution adopted by a majority of the whole Executive Committee, shall fix its own rules of procedure. a _ Section . _ . puorum _ anfJ_.1J=e_r_ of~ctinq. A majority of the Executive committee shal3-constitute a quorum for the transaction of business, and the act of a majority. of those present at a meeting thereof at which a quorum is present shall be the act of the Executive Committee. Section 16. other:Committees. The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board of Directors, designate one or more other committees consisting of one or more directors of the Corporation, which, to the extent provided in said resolution or resolutions, shall have and may exercise, subject to the provisions of Section 141 of the General Corporation Law of the State of Delaware, the Certificate of Incorporation, and these By-Laws, the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and shall have the power to authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power to fill vacancies in the Board of Directors, the Executive Committee, or any other committee or-in their respective membership, to appoint or' remove officers of- the Corporation, or to authorize the issuance of shares of the capital !stock of the Corporation, except that such a committee may, to the extent provided in said resolu- tions, grant and authorize options and other rights with respect to the common stock of the Corporation pursuant to and in accordance with any plan approved by the Board of Directors.' Such committee or committees' shall have such name or names as may be < determined from time to time by resolution adopted 'by ' the* Board of Directors. A majority- of all the members of any such committee `i may determine its action and fix the time and place of its meetings and specify what notice thereof, if any., shall be given, 8 1( unless the Board of Directors shall otherwise provide. The Board of Directors shall have power to change the members of any such committee at any time to fill vacancies, and to discharge any such committee, either with or without cause, at any time. i ect1,01 1Z. _ ernte Members of Committees. The Board of Directors may designate one or more directors as alternate members of the Executive Committee or any other committee, who may replace any absent or disqualified member at any meeting of the committee, or if none be so appointed, the member or members thereof present at any meeting and not disqualified from voting, whether or. not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. ,Section 18. iAntes of Committees. Each committee shall keep regular minutes of its meetings and proceedings and report the same to the Board of Directors at the next meeting thereof. G~ Section 19. Actions Without a Meeting. Unless otherwise restricted by the Certificate~of Incorporation or these By-haws, any action_ required or permitted to be taken at any meeting of the. Board of Directors or of any committee thereof _may._-be._taken. without' a meeting, if all members of the Board of -Directors or-- commtittee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the Board of Directors or the committee. Section 20. Presence at Meetings by Means of Communica- tions Eauiument. Members'of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of conference telephone or. similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting conducted pursuant to this section 20 shall constitute presence in person at such meeting. ARTICLE IV NOTICES Section 1. Tvue of Noticb. Whenever, under the provi- sions of any applicable statute, the Certificate of Incorpora- tion, or. these By-Laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may -be given in writing, in person or by mail, addressed•to such director or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to.-be given at the.time when the same'. shall be-deposited in the United States mail. Notice to directors may also be given in any manner 9 permitted by Article III hereof and shall be deemed to be given at the time when first transmitted by the method of communication so permitted. Seetiona. NAiyqr -of Notice. Whenever any notice is required to be given under the provisions of any applicable statute,-the Certificate of Incorporation, or these By-saws, a waiver thereof in writing, signed by the person'or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto, and transmission of a waiver of notice by a director or stockholder by mail, telegraph, telex, cable, wireless, or other form of recorded communication may constitute such a. waiver. ARTICLE V OFFICERS Section 2. Elected and ADDointed Officers. The-elected officers of the Corporation shall be a President, a Secretary, and, if the Board of Directors so elects, a Chairman of the'Board (who shall be a director) and a Controller. The Board of Directors or the Executive Committee of the Board of Directors by -resoluti.ozf-also4may appoint-one- or more Vice Presidents, Assistant Vice' Preside; '"Treasurers., - Assistant Treasurers, Assistant Secretaries, Assistant Controllers, and such other officers and agents 'as from time to time may appear to be necessary or advisable in the conduct of the affairs of the Corporation. Section 2. Time of Election or-Annointment. The Board of Directors at its annual meeting shall elect or appoint, as the case may be, the officers to fill the positions designated in or pursuant .to Section 1 of this Article V. Officers of the Corporation may also be elected or appointed, as the case may be, at any other time. Section 3. Salaries-of Elected Officers. The salaries of all'dlected officers of the Corporation shall be fixed by the Board of Directors. Section 4. Term. Each officer of the Corporation shall hold his office until his successor is duly elected or appointed and qualified or until his earlier resignation or removal. Any officer may- resign at any time upon written notice to the Corporation. Any officer electad or 'appointed by the Board of Directors or the Executive Committee may be removed at any time by the affirmative vote of a majority of the whole Board of Directors. Any vacancy occurring in any office of the Corporation by death, resignation, removal, or otherwise may be filled by the Board of Directors or the appropriate committee thereof.- _ Section 5. phi t es of the Chairman of the Boarci. The Chairman of the Board, if one be elected.; shall preside when present at all meetings of the Board of Directors and, with the 7 10 Li t! `J approval of the President, may preside at meetings of the stockholders. He shall advise and counsel the President and other officers of the corporation, and shall exercise such powers and perform such duties as shall be assigned to or required of him from time to time-by the Hoard of Directors. Vection 6. DUtks of-the gs dent. The President shall be the- chief executive officer of the Corporation and, subject to the provisions of these By-Laws, shall have general supervision of the affairs of the Corporation and shall have general and active control of all its business. He shall preside, when present, at all meetings of stockholders, except when the Chairman of, the Board presides with the approval of the President and as may otherwise be provided by statute, and,7in the absence of any other person designated thereto by these By-Laws, at all meetings of-the Board of Directors. He shall 'see that all orders and resolutions of the Hoard of Directors and the stockholders are carried into effect. He shall have general authority to execute bonds, deeds, and contracts in the name of the Corporation and affix the corporate seal thereto; to sign stock certificates; to cause the employment or appointment of such employees and agents of the Corporation as the proper conduct of. operations may require, and to fix their compensation, subject to the provisions of these By-Laws; to remove or suspend any employee or agent who shall have'been employed. or appointed under his, authority or uncier authority of an officer subordinate-to him; to suspend for cause, pending final action by the authority which shall have elected or appointed him, any- officer subordinate to the President; and, in general, to exercise all the powers and authority usually appertaining to the chief executive officer of a corporation, except as otherwise provided in these By-Laws. Section 7. Duties of Vice Presidents. In the absence of the President or in the event of his inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents: shall perform such other duties and have such other powers as the Board of Directors or the President may from time to time prescribe. SecttQn 8. Duties of Assistan&yice Presidents. In the absence of a Vice President or in the event of his inability or refusal to act, the Assistant Vice President (or in the event there shall be more than one, the Assistant Vice Presidents in the. order designated by the Board of Directors, or in the absence of any•designation, then in the order.of their appointment) shall perform the duties and exercise the powers of that Vice President, and shall perform such other duties and'have such other powers as the Board of Directors, the President, or the Vice President under whose supervision he is appointed may from time to time prescribe. 5ection.1 Duties of the Secretary,. The Secretary shall attend all meetings`of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of'the Corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the Executive Committee or other standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by- the Board of Directors or the President, under whose supervision he shall be. He shall have custody of the corporate seal of the Corporation, and he, or an Assistant Secretary, shall have authority to affix. the same to any instrument requiring it, and when so affixed, it, may be attested by his, signature or by the signature of such Assistant Secretary. The Board of Directors-may give general authority to any other officer to' affix: the seal of the corporation and to attest the affixing by his signature. The Secretary shall keep and account for all books, documents, papers, and records of the Corporation, except those for which some other officer or agent is properly accountable. Be shal_1 have.authority to sign stock certificates and shall generally perform all the duties usually appertaining to the office of the secretary of a corporation. - Section- so. Duties of . Assistant Secretar bs. - -la --tea - absence of the Secretary or in the event of his inability or ` Y ' refusal to act, the Assistant Secretary (or, if there shall be more than one, the Assistant secretaries in the order designated by the. Board of Directors,. or in the absence of any designation, then in the order of their appointment) shall perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors, the President, or the Secretary may from time to time prescribe. Section 11. Duties of the Treasurer. The Treasurer shall. have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit. all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation. if required by the Board of Directors, he shall give the Corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors* for the faithful performance of the duties of his office and for the restoratioli to the Corporation, in case of his death, resignation, 'retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in his possession or under his. control -belonging to the Corporation. The Treasurer shall be under the supervision of the ,Ik 12 Vice President -in charge of finance, if one is so designated, and he shall perform such other duties as may be prescribed by the Board of Directors, the President, or any such Vice President in charge of finance. PeCt-j2n_jR- 2=ea o ss stant Treasurers. The Assistant Treasurer' or Assistant Treasurers shall assist the Treasurer, and in the absence of the Treasurer or in the event of his inability or refusal to act, the Assistant Treasurer (or in the event there shall be more than one, the Assistant Treasurers in the order designated by the Board of Directors, or in the absence of any designation, then. in the order of their appointment) shall perform the duties and -exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors, the President, or the Treasurer may from'-time to time prescribe. " Sect3,oX 13. Duties of the Controller. The Controller, if one is appointed, shall have supervision of the accounting practices of the Corporation and shall prescribe the duties and powers of any other accounting personnel of the Corporation. He shall cause to be maintained an adequate system of financial control through a program of budgets and interpretive reports. He shall initiate and enforce measures and procedures whereby the business of the -eorgorat-won -shall -be conducted with the maximum efficiency and economy. if req-tired, he shall prepare a monthly report covering the operating results of the corporation. The Controller shall be under=the supervision of the Vice President in charge of finance, if one is so designated, and he shall perform such other duties as may be prescribed by the Board of Directors, the President, or any such Vice President in charge of finance. 'Section. 14. Duties of Assistant Controllers. The Assistant Controller or Assistant Controllers shall assist the Controller, and in the absence of the Controller or in the event of his inability or refusal to act, the Assistant Controller (or, if there shall be more than one, the Assistant Controllers in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their appointment) shall perform the duties and exercise the powers of the Controller and perform such other duties and have such other powers as the Board of Directors, the President, or the Controller may. from time to time prescribe. ARTICLE VI INDEMNIFICATION Section, 1. 'Actions Other Than by or in the Right of-thg Corporatiol. The Corporation shall indemnify any person-who was or -is a party -or is threatened to be made a party. to- any threatened, pending, or contemplated action, suit, 'or proceeding, whether civil, criminal, administrative,-or investigative (other 13 t ) than an action by or in the right of the Corporation), by reason of the fact that he is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise (all of such persons being hereafter referred to in this Article as a "Corporate Functionary"), against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and Treasonably incurred by him in connection with such action, suit, or proceeding., if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contender or its equivalent, shall-not, of, itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation or, with respect to any criminal action or proceeding, that he had reasonable cause to believe that his conduct was unlawful. Section 2. Actions by or in the Riaht of the CorooratioiA. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party _to -any -threatened,-.pending,, or. contemplated action or suit by or -in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a Corporate Functionary against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action _ or suit, if he acted in good faith and-in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the Corporation, unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or, such other court shall deem proper. Section 3. Detex3ainatioi} of Rigbt to Iudewjkf cat on. Any indemnification -under Sections 1 or 2 of this Article- VI (.unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Corporate Functionary is proper in the circumstances because .he has met the applicable standard of conduct -set forth in Sections 1 or 2 of this Article VI.. Such determination shall be - made (i) by.the Board of Directors by a majority vote of a quorum consisting of directors who were, not -parties to such action, suit, or proa-seding, or (ii) if such a quorum is* riot obtainable., or, even if obtainable if a quorum. of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders. • 14 Section 4. Right to zndemnifica ion. Notwithstanding the other provisions of this Article Vi, to the extent that a Corporate Functionary has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 1 or 2 of this Article Vg (including the dismissal of a proceeding without prejudice or the settlement of a proceeding without admission of liability), or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. Section. Prepaid &Menses. Expenses incurred in defending a civil or criminal action, suit, or'proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding, upon receipt of an undertaking by, or on behalf of the Corporate Functionary to repay such amount if it shall ultimately be determined he is not entitled to be indemnified by the Corporation as-authorized in this Article VI.' Section 6. Riaht to Indemnification unon ADulication: Procedure upon Anolication. Any indemnification under sections 2, 3 and 4, or any 'advance under Section 5, of this Article VI shall be made promptly upon, and in any event within 60 days - a€t-er; --the-wAtten request of_ the Corporate Functionary, unl.ess_._.. r.___.. with' rebpec' 'to applications under Sections 2, 3 or 5 of this Article VI, a determination is reasonably and promptly made by the Board of Directors by majority vote of a quorum consisting of disinterested directors that such Corporate Functionary acted in a manner set forth in such Sections as to justify the Corporation in not indemnifying or making an advance of expenses to the Corporate Functionary. If no quorum of disinterested directors is obtainable, the Board of Directors shall promptly direct that independent legal counsel shall decide whether the Corporate Functionary acted in a manner set forth in such Sections as to justify-the Corporation's not indemnifying or making an advance of expenses to the Corporate Functionary. The right to indemnification or advance of expenses granted by this Article VI shall be enforceable by the Corporate Functionary in any court of competent jurisdiction if the Board of Directors or independent legal counsel denies his claim, in whole or in part, or if no disposition of such claim is made within 60 days. The expenses of the Corporate Functionary incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such proceeding shall also be indemnified by the corporation. Section 7. Other Riahts and Remedies. The indemnifica- tion and advancement of expenses 'or provided by or granted pursuant to this Article VI shall not be deemed exclusive of any other --rights' to which any person seeking indemnification and (i advancement of expenses or may be entitled under any by--law, agreement, `vote of stockholders or disinterested directors-, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall, 15 ~.i unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Corporate Functionary and shall inure to the benefit of the heirs, executors, and administrators of such a person. Any repeal or modification of these by-laws or relevant provisions of the Delaware General Corporation Law and other applicable law, if any, shall not affect any ,then existing rights of a corporate Functionary to indemnification or advancement of expenses. fection 8. Insurance. Upon resolution passed by the Board of Directors, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnerships joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether.or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article VI. section 9: Merarers. For purposes of this Article VI, references to "the Corporation" shall include, in addition to the resulting or surviving corporation, constituent corporations (including any- const4tuent --of- a --constituent) -absorbed in a consolidation or merger -which, if-its separate existence had continued, would have had power and authority to indemnify its ` directors, officers, employees, or agents, so that any person who is or was a director, officer, employee, or agent of such constituent corporation or is or was serving at 'the request of such constituent corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. Section 10. Savinas Provision. If this Article VI or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each Corporate Functionary as to expenses (including attorneys l fees), judgments, fines, and amounts paid. in settlement with respect to any action, suit, proceeding, or investigation, whether civil, criminal, or administrative, including a grand jury proceeding or action or suit brought by or in the right of the Corporation, to the full extent permitted by any applicable portion of this Article VI that shall not have been invalidated. 16 ~&53. ARTICLE VII CERTIFICATES REPRESENTING STOCK pection 1. Right to Certificate. Every holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by, the Chairman of the Board, the President, or a Vice President and by the Secretary or an Assistant Secretary of the Corporation, certifying the number. of shares owned by him in the Corporation. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences, and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences or rights' shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock; provided, that, except as otherwise provided in section. 202 of the General Corporation Law of the State of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences, and relative, participating, optional, "or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of i such preferences or rights. Section 2. Facsimile Sicnatures. Any of or all the signatures on the certificate may be facsimile. In case any officer, transfer agent, -or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. Section 3. New Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation and alleged to have been lost, stolen, or destroyed,, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certi- ficates; or his legal representative, to advertise the same in such manner as it shall require or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation. with respect to the certificate, alleged to have been lost, stolen, or destroyed or the issuance of such new certificate. 17 Section 4. Transfers. Upon surrender to the Corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation, or authority to' transfer, it shall be the duty of the corporation, subject to any proper restrictions on transfer,, to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books. Section. ]Recorpate. The Board of Directors may fix in advance a date, not preceding the date on which the resolution fixing the record date is adopted, and (i) not more than 60 days nor less than 10 days preceding the date of any. - meeting of stockholders, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, (ii) not more than 10 days after the date on which the resolution fixing the record date is adopted, as a record date in connection with obtaining a consent of the stockholders in writing to corporate action without a meeting, or (iii) not more than 60 days before the date for payment of any dividend or distribution, or the date for the allotment of rights, or the date when any change, or conversion or exchange of capital stock,shall go into effect, or the date on which any other lawful action shall be taken, as the record date for determining the stockholders entitled to receive payment of any such dividend or distribution,. or to receive any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock or other. lawful action of the corporation, and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, any such meeting and any adjournment thereof (provided, however, that the Board of Directors may fix a new record date for an ad j burned . meeting) , or to 'give such consent, or to receive payment of such dividend or distribution, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid. Section 6. Reaistercd stockholders,. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of an 18 other person, whether or not provided by the laws of the State of Delaware. ARTICLE VIII GENERAL PROVISIONS Section 1. Dividendsa Dividends upon. the capital stock of the Corporation, if any, subject to the provisions of the certificate of incorporation, may be declared by the Board of Directors (but not any committee thereof) at any regular meeting, pursuant to law.. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation. Section 2. Reserves. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, thinks proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Board of Directors shall think conducive to the interest of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created. corporation. Section 3. Annual Statement. The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the section 4. Checks. All checks or demands- for money and promissory notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time prescribe. Section 5. Fiscal Year. The fiscal year of the Corporation shall be determined by the Board of Directors. Section 6. Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization, and the word "Delaware." The seal may be used by causing it or a facsimile thereof to be impressed, affixed, reproduced, or otherwise. N .4 56 . 19 ARTICLE IX AMENDMENTS These By-Laws may be altered, amended, or repealed or new By-Laws may be adopted by the stockholders or by the Board of Directors at any regular meeting of the stockholders or the Board of Directors or at any special meeting of the stockholders or the Board of Directors if notice ;of such alteration, amendment, repeal, or adoption of new By-Laws be contained in the notice of such special meeting. 'i 20 CERTIFICATION I, Roger F. Thomson, Secretary of the Corporation, hereby certify that the foregoing is a true, accurate, and complete copy of the Bylaws of Brinker Massachusetts Corporation po ation adopt-ad by its Board of Directors as of September 30, . ' 7) F. Thomson, S CAW1A7[FCKIC0RP:1&2 -21- • BRINKER MASSACHUSETTS CORPORATION UNANIMOUS CONSENT OF THE BOARD OF DIRECTORS WITHOUT A MEETING THE UNDERSIGNED, all the directors of Brinker Massachusetts Corporation, a Delaware corporation (the "Corporation"), HEREBY, unanimously consent to the adoption of, and do hereby adopt the following resolution: RESOLVED, that the following individuals shall serve as officers for the ensuing year: Roger F. Thomson President and Secretary Charles M. Sonsteby Vice President and Treasurer. Jay L. Tobin Vice President and Assistant Secretary Bryan D. McCrory Vice President and Assistant Secretary Laura C. Richard Assistant Secretary DECLARE, that this action is taken pursuant to the corporate law of Delaware and By-Laws of the Corporation, and shall be inserted by the Secretary in the Minute Book of the Corporation. Dated and effective as of the I ay of December, 2003. 0 r F. Thomson, Dire UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF BRINKER MASSACHUSETTS CORPORATION, A DELAWARE CORPORATION August 1, 2003 Pursuant to the provisions of the Bylaws of Brinker Massachusetts Corporation, a Delaware corporation (the "Corporation"), and Section 141 of the General Corporation Law of the State of Delaware, the undersigned, being the sole member of the Board of Directors of the Corporation hereby declares that the following resolution shall have been consented to, approved of, and adopted to the same extent and to have the same force and effect as if adopted at a meeting of the Board of Directors duly called and held for the purpose of acting upon a proposal to adopt such resolution: RESOLVED, that the Corporation hereby appoints Bryan D. McCrory as Vice President and Assistant Secretary of the Corporation, effective August 1, 2003; and RESOLVED, that the Corporation hereby appoints Laura C. Richard as Assistant Secretary of the Corporation, effective August 1, 2003. Executed as of the date first above' written. UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF BRN{ER MASSACHUSETTS CORPORATION, A DELAWARE CORPORATION August 1, 2003 Pursuant to the provisions of the Bylaws of Brinker Massachusetts Corporation, a Delaware corporation (the "Corporation"), and Section 141 of the General Corporation Law of the State of Delaware, the undersigned, being the sole member of the Board of Directors of the Corporation hereby declares that the following resolution shall have been consented to, approved of, and adopted to the same extent and to have the same force and effect as if adopted at a meeting of the Board of Directors duly called and held for the purpose of acting upon proposals to adopt such resolution: RESOLVED, that Barbara L. Mahoney has resigned as Assistant Secretary of the Corporation, and that such resignation was approved and accepted on August 1, 2003. Executed as of the date first above written. ROGR F. THOMSON N~6. INCUMBENCY CERTIFICATE 1, Jay L. Tobin, Assistant Secretary of Brinker Massachusetts Corporation, a Delaware corporation (the "Corporation") do hereby certify as follows: The persons named below have been duly elected (or appointed) to the offices of the Corporation listed opposite their names and are presently serving in such capacities, and the signatures set forth above their respective names are the signature of such persons: President and Secretary Thomson Vice President and Treasurer Charles M. Sonsteby oe • Dco Vice President and Assistant Secretary Jay L//Tobin ti:~an V McCrory v . / j " 64-- 25peul Laura C. Richard Vice President and Assistant Secretary Assistant Secretary IN WITNESS WHEREOF, I have hereunto set my hand and affixed the sea( of the Corporation this 4t4-- day of tl.Ct , 2003. [CORPORATE SEAL] Ja~-'f,~-To'bin SUBSCRIBED AND SWORN to before me this 4111- day of , 2003. RYPS!e'- TERRI L_ RHEA C Notary Public State of Texas NOTARY PUBLIC, State of Texas q~y;= Commission Expires ,,oF JANUARY 18, 2006 67ooo, - s:\legal\corp\lcr\bii.subs\brinker massachusetts\incumb.cert.doc 001 ~Aa6~,, ✓&q", 0,9733 NVilllam Francis Galvin Secretary of the Commonwealth July 11, 2003 To Whom It May Concern: I hereby certify that the records of this office show that BRINKER MASSACHUSETTS CORPORATION a corporation organized under the laws of Delaware on October 2, 1995 was qualified to do business in this Commonwealth on October 19, 1995 under the provisions of Massachusetts General Laws , Chapter 181, Section 4, and I further certify that said corporation is still qualified to do business in this Commonwealth. I also certify that said corporation is not delinquent in the filing of any annual reports required to date. In testimony of which,. I have hereunto affixed the Great Seal of the Commonwealth on the date first above written. I Secretary of the Commonwealth y..'~ r ITT °s VMWNAWN 1 Q o x 7 A N r www.incspot.com Matter# Entity Name : Jurisdiction : Request for : File date : Result : CSC- Boston 5th Floor 84 State Street Boston, MA 02109-2202 800-225-6244 617-367-8314 (Fax) Order# 970934-5 Order Date 01/19/2001 CHILI'S GRILL- & BAR Massachusetts-FRAMINGHAM TOWN CLERK Fictitious or Assumed Name Filing 01/24/2001 Filed Ordered by MS. LAURA C. RICHARD at BRINKER INTERNATIONAL, INC. Thank you for using CSC. For real-time 24 hour access to the status of any order placed with CSC, access our website at www.incspot.com. If you have any questions concerning this order or Inc5pot, please feel free to contact us. Richard J. Savickas rsavicka@cscinfo.com The responsibility for verification of the Files and determination of the information therein ties with the filing officer; we accept no liability for errors or omissions. 14 L14i f; . Jams= 'S fAlRll .f11R,' A _ STATE OF-DELAWARE, 0A WA Klotz: . ,;Nye; t _ ,'.etit'~'•I'~' Q - = - - _ - Vwoawft#~* BRINKER RESTAURANT CORPORATION. a Delawar ffpp 2 ONE THOUSAND (1,0000))-Q--------------------------------- corporation fp /l?~O12~ ~DlU vir►G v YAc~~~eh,eo~, ,~~-a~~a%~~cn~~,~~~~,c~~!~~i.~~~,er~~~e~c~.d`a,~,~~~n~ a ei) V e; 1995 llzr4 ~ D LEASE AGREEMENT By and Between WALKERS BROOK CROSSING, L.L.C., as Landlord and BRINIER MASSACHUSETTS CORPORATION, as Tenant ROMANO'S MACARONI GRILL 9315 READING, MASSACHUSETTS "t .4, 66 9 TABLE OF CONTENTS Page 1. Premises and Term ..................................................................................................1 2. Renewal Options ......................................................................................................2 3. Construction ..2 4. Rent ..9 5. Holding Over by Tenant 10 6. Conditions 11 7. Uses 11 8. Representations and Covenants of Landlord 13 8A. Representations and Covenants of Tenant 16 9. Utilities 16 10. Taxes, Assessments and other Governmental Impositions 17 11. Insurance 19 12. Parking, Easements, Maintenance and Lighting 21 13. Repairs 24 14. Alterations 25 15. Equipment, Fixtures and Signs 25 16. Damage by Fire or Other Casualty 26 17. Condemnation 27 18. Liability and Indemnification 28 19. Right of Inspection 29 20. Warranty of Title and Quiet Enjoyment 29 21. Waiver of Subrogation 30 22. Force Majeure 30 23. Commissions 31 24. Landlord-Tenant Relationship 31 25. Assignment and Subletting 31 26. Memorandum of Lease; Commencement and Termination Agreement 32 27. Notices and Payments 32 28. Default 33 29. [Intentionally deleted] 36 30. Reasonable Cooperation 36 31. Landlord's Contingencies 36 32. Miscellaneous 37 -i- ,g y .d~ Exhibit A Exhibit B Exhibit C Exhibit C-1 Exhibit C-2 Exhibit C-3 Exhibit C-4 Exhibit C-5 Exhibit C-6 Exhibit C-7 Exhibit C-8 Exhibit D Exhibit D-1 Exhibit E . Exhibit F Exhibit G Exhibit H Exhibit I Exhibit J Exhibit K Exhibit K-I TABLE OF EXHIBITS Land Landlord's Property Site Plan and Location of Parcels 1, 2 and 3 Tenant's Area of Maintenance Responsibility Parking Facilities and Required Access Drive To Go Spaces Staging/Trailer Area No Build Area Kiosk Permitted Area No Restaurant Area Shared Monument Sign Location Preliminary Plans and Specifications and Utility Capacities Limits of Tenant's Construction Site and Building Pad Preparation Requirements Subordination, Attornment and Non-Disturbance Agreement Memorandum of Lease Commencement and Termination Agreement Guaranty of Lease Agreement Permitted Exceptions Governmental Permits, Approvals and Orders Excerpts Exhibit L - Engineering and Environmental Reports Exhibit M - Intentionally Deleted Exhibit N Exhibit O Exhibit P Exhibit Q Acknowledgment of General Contractor regarding Amended Order Consultant Reliance Letters REA Rights Not Granted to Tenant - Use Restrictions -i i- Adk 4 & & LEASE AGREEMENT This Lease Agreement (the "Lease") is made and entered into by and between WALKERS BROOK CROSSING, L.L.C., a Massachusetts limited liability company ("Landlord"), and BRINKER MASSACHUSETTS CORPORATION, a Delaware corporation ("Tenant"). WITNESSETH: 1. Premises and Term. (a) In consideration of the obligation of Tenant to pay rent as hereinafter provided and in consideration of the other terms, provisions and covenants hereof, Landlord hereby demises and leases to Tenant, and Tenant hereby takes from Landlord, that certain tract or parcel of land situated on Walkers Brook Drive consisting of approximately 15,397 square feet, more or less, for the construction of an approximately 6,921 square foot building located in Reading, Middlesex County, Commonwealth of Massachusetts, the same being more particularly described on Exhibit A attached hereto and made a part hereof (the "Land"), together with any buildings and other improvements erected or to be erected thereon (all of the foregoing hereinafter collectively referred to as the "Premises"), TO HAVE AND TO HOLD the same for an initial term (the "Primary Term") commencing on the latest of the dates set forth next to the signatures of the parties hereto (the "Effective Date") and continuing through, and including, the last day of the calendar month in which the fifteenth (15t) anniversary of the Rent Commencement Date (as hereinafter defined) occurs, except as may be hereafter extended or renewed. Tenant shall have, as appurtenant to the Premises, the non- exclusive use of all rights, privileges, easements and appurtenances belonging or in any way pertaining to the Shopping Center (as hereinafter defined), subject to the Permitted Exceptions listed on Exhibit J and the Governmental Permits, Approvals and Orders listed on Exhibit K attached hereto and made a part hereof (b) The Premises are situated in and constitute a part of a development located off of Walkers Brook Drive in Reading, Massachusetts, and locally known or to be known as Walkers Brook Crossing (the "Development"). The Development is shown on the site plan attached hereto as Exhibit C (the "Site Plan"). Parcel 1 (a/k/a the "Condominium Parcel") is intended to be comprised of two or more units. Parcels 2 and 3 are owned by Landlord and described on Exhibit B attached hereto and made a part hereof ("Landlord's Property"). The Site Plan attached as Exhibit C depicts the location of each Parcel. The Premises are located on and constitute a portion of Parcel 2. Parcel 2 and the buildings and other improvements from time to time located thereon are hereinafter referred to as the "Shopping Center". This Lease is not conditioned upon the use or ownership of Parcels 1, 2 or 3. (c) The Development is subject to, among other recorded documents, that certain Declaration of Reciprocal Easements and Restrictions dated as of March 10, 2003, executed by Landlord, and recorded in the office of the Registry of Deeds of Middlesex 1 e s:\tegal\re\sites\mamac\reading\lease\lease 8.doc County, Massachusetts, on March 10, 2003, as Instrument No. 1909 (the "REA"). Unless otherwise defined herein, all capitalized terms used herein shall have the same meaning as ascribed to such terms in the REA as the context requires. Notwithstanding anything herein or in the REA to the contrary, to the extent that the Premises (or Tenant's rights, obligations and/or interest under this Lease) would be materially adversely affected, Landlord shall not consent to any proposed amendment to, or termination of, the REA (or give its consent or non-consent to any proposition when it has a right to do so under the REA) without the prior written consent of Tenant, which consent shall not be unreasonably withheld, delayed or conditioned. (d) The "Rent Commencement Date" of this Lease shall be the first to occur of (i) the date on which Tenant shall open to the public the business operation to be conducted by Tenant on the Premises, or (ii) seven (7) months after the date on which Tenant is required to commence construction on the Land in accordance with Paragraph YD hereof; provided, however, that if Tenant elects to delay its commencement of construction pursuant to Paragraph 3(0 hereof and Landlord does not invoke its right to require Tenant to commence construction pursuant to Paragraph 3(g) hereof, then the above seven (7) month period shall be reduced to a 180-day period and shall run from the earlier of (x) the date on which Tenant actually, commences construction or (y) April 1 of the year following the year in which Tenant elected to delay its commencement of construction pursuant to said Paragraph 3(O. 2. Renewal Options. Landlord hereby grants to Tenant the right and option to extend the term of this Lease for four (4) separate consecutive renewal terms of five (5) years each (the "Renewal Term" or "Renewal Terms," as appropriate), the Renewal Terms to begin upon the expiration of the Primary Term or prior Renewal Term. All of the terms, provisions and covenants of this Lease shall apply to each of the Renewal Terms. Tenant shall exercise each such option by delivering to Landlord written notice of its election to renew no later than one hundred eighty (180) days prior to the expiration of the Primary Term or Renewal Term, as is applicable, time being of the essence. It is the intention of the parties to avoid forfeiture of Tenant's rights to extend the Term of this Lease under any of the options set forth in this Lease through inadvertent failure to give notice of such exercise thereof within the prescribed time limits. Accordingly, Tenant's right to exercise each option to extend the Term shall nevertheless continue until thirty (30) days after Landlord shall have given Tenant notice of Landlord's election to terminate such option (which notice may be given by Landlord to Tenant at any time within the last one hundred nineteen (119) days of the then Lease Term), and Tenant may exercise such option at any time until the expiration of said thirty (30) day period. If Landlord has not given Tenant notice and Tenant has not exercised its option, but Tenant remains in possession at the expiration of the Primary Term or any Renewal Term, then the provisions of Parafrabh 5 hereof shall apply. 3. Construction. (a) Approval of Plans and Specifications. Landlord has delivered to Tenant engineering and site plans, environmental site assessments, soil boring reports, utility plans and other information ("Reports") in Landlord's possession which may facilitate Tenant's preparation of plans and specifications. Landlord has provided Tenant with • 2 s:Uegal\re\sites\mamac\reading\lease\lease 8.doc - reliance letters from Haley & Aldrich and Vanasse Hangen Brustlin, Inc., which letters are marked as Exhibit O attached hereto and made a part hereof. Tenant has previously delivered to Landlord for approval Final Plans and Specifications (herein so called) of the building, foundation and other related improvements which Tenant intends to have constructed on the Land (collectively "Improvements").. Tenant's Final Plans and Specifications will be generally in accordance with the Preliminary Plans and Specifications (herein so called) attached hereto as Exhibit D (which Preliminary Plans and Specifications are hereby approved by Landlord) and will conform to Landlord's specifications and plans referenced in Exhibit E attached hereto and governmental requirements listed on Exhibit K. Landlord has heretofore approved the Final Plans and Specifications. Landlord's approval of the Final Plans and Specifications shall constitute a statement that, to Landlord's knowledge, construction undertaken by Tenant in accordance with the Final Plans and Specifications is consistent with the Reading Landfill Closure and Post Closure Use Plan and amendments and modifications thereto ("LCP"). Tenant has previously filed for a building permit. (b) Deliverv of Graded Building Pad. On or before November 15, 2004 (the "Land Delivery Date"), Landlord, at its sole cost and expense, shall deliver the Land to Tenant in a condition sufficient for Tenant to commence construction of its Improvements in accordance with (i) the Site and Building Pad Preparation Requirements (herein so called) referenced in Exhibit E attached hereto, and (ii) that certain Grading, Surface Drainage and Erosion Control Plan C-6 dated as of June 11, 2004, prepared by Vanasse Hangen Brustlin, Inc. (the "Grading Plan"). On the Land Delivery Date, Landlord shall also deliver, at its sole cost and expense, the binder course of the pavement on the Required Access Drive (defined in Paragraph 3 [d]~, and the Parking Facilities in a condition meeting Department of Environmental Protection requirements (anticipated to be a gravel base), both sufficient for Tenant to be able to commence construction of the Improvements. Landlord shall give Tenant written notice of the date on which it actually expects to deliver the Land to Tenant as required, no later than thirty (30) days prior to such date. To the extent reasonably necessary, if there shall be a delay between completion of the building pad and the Land Delivery Date, Landlord shall use reasonable efforts to minimize the impact of frost on the pad by utilizing frost blankets to cover the pad area. In any event, subject to Paragraph 22 hereof, if Landlord fails to deliver the Land, as required, by December 15, 2004, then, as an alternative to any other remedies which Tenant may have hereunder, Tenant may elect, at its sole option, to: (i) await completion of the building pad preparation, and Tenant shall receive credit(s) against Base Rent for an amount equal to the product of $500.00 multiplied by the number of days elapsing after December 15, 2004 until completion of Landlord's obligations pursuant to this Paragraph 3(b); and (ii) complete such work as necessary and, in connection therewith, directly pay or incur reasonable expenses, so long as Tenant's work is above the Landfill cap and is confined to the Premises. All commercially reasonable sums so expended or obligations incurred by Tenant, plus interest thereon at a rate per annum equal to the lesser of (x) the highest lawful rate or (y) the Prime Rate as set forth in The Wall Street Journal from time-to-time, plus four percent (4%) (as the case may be, but in any event not to exceed 12% per annum, the "Default Rate"), from the date Tenant incurs such expense until repayment, shall be paid by Landlord to Tenant 3 s:\tegal\re\sites\mamac\reading\lease\lease 8.doc s. upon demand, and if Landlord fails to reimburse Tenant promptly, Tenant may deduct such amount, without further notice to Landlord, from subsequent installments of any rent or other payments which become due to Landlord hereunder. Notwithstanding anything herein to the contrary, if Landlord has failed to properly complete its obligations under this Parag_ranh 302) by June 15, 2005, then Tenant shall have the right to terminate this Lease by written notice to Landlord at any time within thirty (30) days thereafter. Landlord also agrees to provide on the Land Delivery Date a staging area and trailer site in the Shopping Center for both construction and hiring trailers in a location reasonably satisfactory to Tenant and Landlord, as depicted on the Site Plan attached hereto as Exhibit C-4. Landlord shall deliver the Premises to Tenant on the Land Delivery Date free of all reportable concentrations of Hazardous Substances, except as may remain in accordance with the LCP. Other than as expressly provided in this Lease, Landlord has made no express, implied, or other representations of any kind in connection with the physical condition of the Premises, including, without limitation, the presence of Hazardous Substances in, on, under, or about the Premises. For the purposes of this Agreement, "Hazardous Substances" shall include any "hazardous substance" as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 and regulations promulgated thereunder, each as may be amended from time to time; any "hazardous waste" as defined by the Resource Conservation and Recovery Act of 1976 and regulations promulgated thereunder, each as may be as amended from time to time; and any "hazardous material" as defined by Chapter 21E of the Massachusetts General Laws and regulations promulgated thereunder, each as may be as amended from time to time; any solid waste; any underground storage tanks, asbestos, polychlorinated biphenyls (PCBs), and urea formaldehyde. For the purposes of this Agreement, the term "Landfill" shall include all land, materials and by-products, which comprise, pass through or otherwise emanate from the former Town of Reading landfill, including all solids, liquids and gasses. It is understood that neither Landlord nor Tenant assume any responsibility or liability for any portion of the Landfill which exists outside the boundaries of the Development. The parties acknowledge that a Landfill cap is being installed beneath the Premises. Landlord acknowledges that Landlord will also be doing subsurface work for Landlord's Property and the Development and agrees to make good faith, diligent, commercially reasonable efforts to obtain all consents required, if any, to complete all subsurface work required for Tenant's use of the Premises. If despite such efforts, Landlord is unable to obtain all required consents for the performance of all activities required by Tenant's Final Plans and Specifications, then Tenant shall have the right to terminate this Lease by written notification delivered to Landlord within ninety (90) days after Landlord has notified Tenant of same in writing. If Tenant terminates this Lease because Landlord is unable to obtain required consents, Landlord shall reimburse Tenant for its reasonable out-.of-pocket expenses, not to exceed Seventy-Five Thousand Dollars ($75,000) for Tenant's pre-construction development costs. 4 s:\tegat\re\sites\mamac\reading\lease\lease 8.doc (c) Deliverv of Permanent Utilities. On or before the Land Delivery Date, Landlord shall install and deliver conduit for permanent utility service connections for water, electricity (temporary service will be provided on the Land Delivery Date, with permanent service to be provided by the Completion Date in ParaUaph 3(Q below), natural gas, sanitary sewer (including Tenant's grease trap) and storm sewer, telephone and cable television, with capacities as set forth in Exhibit D. All permanent utility service connections shall be available for hook-up by Tenant at locations within five feet (5') of the Premises except electric service for which primary electric service will be brought by the Landlord to a shared transformer location as specified by the electric utility company and Landlord will provide conduit and pull string from the transformer to within five feet (5') of the Premises. Tenant will be responsible for any secondary electrical wiring from the transformer to Tenant's building. Landlord shall give Tenant written notice of the date on which it actually expects to deliver the conduit for permanent utilities to Tenant as required, no later than sixty (60) days prior to such date. In any event, subject to Paragraph 22 hereof, if Landlord fails to deliver the conduit for permanent utilities, as required, by December 15, 2004, then, as an alternative to any other remedies which Tenant may have hereunder, Tenant may elect, at its sole option, to (i) await completion of the permanent utilities installation by Landlord, and Tenant shall receive credits against Base Rent for an amount equal to the product of $500.00 multiplied by the number of days elapsing after December 15, 2004 until completion of Landlord's obligations pursuant to this Paraff, aanh 3(c); and (ii) complete such work as necessary and, in connection therewith, directly pay or incur reasonable expenses, so long as Tenant's work is above the Landfill cap. All commercially reasonable sums so expended or obligations incurred by Tenant, plus interest thereon at the Default Rate, from the date Tenant incurs such expense until repayment, shall be paid by Landlord to Tenant upon demand, and if Landlord fails to reimburse Tenant promptly, Tenant may deduct such amount, without further notice to Landlord, from subsequent installments of any rent or other payments which become due to Landlord hereunder. If Hazardous Substances from the Landfill are encountered during Tenant's installation of its portion of the utilities, or during any other work which is Tenant's responsibility under this Lease, Tenant shall notify Landlord, and Landlord shall promptly remove and properly dispose of such Hazardous Substances at Landlord's expense, except that Tenant, not Landlord, shall be responsible for the prompt removal and proper disposal of such Hazardous Substances if they were placed or released there by Tenant, its employees, contractors, agents, patrons or invitees. (d) Deliverv of Parking Facilities, Required Access Drive and Signalized Intersection. Subject to documented delays caused by Tenant's construction activities, on or before June 15, 2005 ("Completion Date"), Landlord, at its sole cost and expense, shall construct and deliver to Tenant in accordance with those certain plans and specifications more particularly described in Exhibit E attached hereto and made a part hereof, the completed parking facilities in the Shopping Center, as depicted on the Site Plan attached hereto as Exhibit C-2 ("Parking Facilities"), including, without limitation, on-site driveways, the finished parking surface, traffic islands, curbing (in the parking area but not around and adjacent to Tenant's building area), landscaping and lighting to a s:\legal\re\sites\mamac\reading\leaseUease 8.doc N tl 3- minimum of one and one-half foot candles therefor, and the access drive depicted on Y Exhibit C-2 ("Required Access Drive"). Landlord agrees to use its best efforts (which shall not require the out-of-pocket expenditure of funds by Landlord) to induce the Town of Reading to perform the installation of a signalized intersection at the intersection of Walkers Brook Drive and the eastern access drive to the Development. Tenant shall be responsible for the sidewalks, curbing and landscaping adjacent to Tenant's building area within the area outlined on Exhibit D-I attached hereto. Notwithstanding anything to the contrary contained in this Lease, it is agreed that Tenant's obligation to pay Base Rent, Taxes (hereinafter defined in Para rah IOLaD, and any other monetary amounts due under this Lease shall not commence, nor shall it accrue, until Landlord's obligations with respect to the Parking Facilities and the Required Access Drive are completed as specified (but this does not include the completion by the Town of Reading of the installation of the traffic signal), unless Tenant opens for business, in which case these amounts shall be due and payable by Tenant. Landlord agrees to have the gravel base for the Parking Facilities in place by the Land Delivery Date. If Landlord shall not have completed Parking Facilities and the Required Access Drive by the Completion Date, subject to Paragraph 22 hereof, and to documented delays caused by Tenant's construction activities, then as an alternative to any other remedies which Tenant may have hereunder, Tenant may elect to (i) await completion of Parking Facilities and the Required Access Drive by Landlord, and Tenant shall receive credit(s) against Base Rent for an amount equal to the product of $500.00 multiplied by the number of days elapsing after the Completion Date until completion of Landlord's obligations pursuant to this Paragraph 3(d); and (ii) at its sole option, complete Parking Facilities and the Required Access Drive so long as such work is above the Landfill cap, and in connection therewith pay or incur reasonable expenses. All commercially reasonable sums so expended or obligations incurred by Tenant in connection with the foregoing, plus interest thereon at a rate per annum equal to the lesser of (x) the highest lawful rate or (y).the Default Rate, from the date Tenant incurs such expense until repayment, shall be paid by Landlord to Tenant upon demand, and if Landlord fails to reimburse such sums to Tenant as required, Tenant may deduct such amount, without further notice to Landlord, from subsequent installments of any rent or other payments which become due to Landlord hereunder. Notwithstanding anything herein to the contrary, if Landlord has failed to properly complete its obligations under this Paragraph 3(d) by August 1, 2005, then Tenant shall have the right to terminate this Lease by written notice to Landlord at any time within thirty (30) days thereafter. (e) Tenant's Architect and General Contractor. Selection of an architect and general contractor for the construction work to be done by Tenant, as well as all other persons to be employed by Tenant in connection therewith, shall be at the sole discretion of Tenant. Any architect shall be a member in good standing of the American Institute of Architects or of another organization having comparable accreditation. In lieu of the foregoing, the architect may be an employee of Tenant or an affiliate of Tenant. Tenant's Final Plans and Specifications shall be sealed and signed by an architect licensed in the Commonwealth of Massachusetts. The general contractor's financial condition and 6 s:\tegaMe\sites\mamac\reading\lease\lease 8.doc Nki y. - responsibility shall be such as to enable Landlord to obtain a performance bond, if desired. However, it is expressly understood and agreed that Tenant, or any affiliate of Tenant, may act as general contractor for purposes of constructing the Improvements, regardless of the foregoing requirements. Tenant's general contractor shall hold a Massachusetts general commercial contractor license. Tenant's general contractor shall maintain public liability insurance with a reputable insurance company qualified to do business in the Commonwealth of Massachusetts and having single limit coverage of at least $5,000,000. Tenant is responsible to assure that its architects and contractors are aware of and comply with all applicable laws, codes, ordinances, rules, permits and approvals with respect to the Development, including without limitation, the requirements and limitations set forth in the "Findings" sections and the "Construction Conditions" sections of that certain Amended Order of Conditions issued September 16, 2002 by the Reading Conservation Commission (the "Amended Order"), and that they adhere to such requirements and limitations. Tenant and Tenant's architects and contractors are not, however, charged as their "field of supervision and responsibility" with the knowledge of the contents of the "DOCUMENTS" incorporated into the Amended Order. Tenant shall cause its general contractor to sign a statement addressed to the Landlord in substantially the form of Exhibit N attached hereto acknowledging that the contractor has received a copy of the Amended Order and reviewed the Findings sections and Construction Conditions section of the Amended Order and shall abide by them with respect to its field of supervision and responsibility. For purposes of completing its site work in compliance with the Amended Order, Landlord agrees that during Tenant's construction term, Landlord shall maintain responsibility for all wetland mitigation measures (unburied debris removal, invasive species removal/control, BVW reconstruction/restoration, culvert removal, ZNV reestablishment and flood storage compensation), Rodent/Pest Control, construction of retaining walls, water quality treatment devices and all other matters for which Landlord is responsible pursuant to the Amended Order. Tenant acknowledges that, during Tenant's construction, Tenant is responsible, however, for maintaining the erosion control mechanisms installed by Landlord and which are located near the boundaries of the Premises. Tenant also agrees that it and its contractors shall take all reasonable precautions to prevent the release, discharge or spillage of fuel, oil or other pollutants onto the Development in accordance with Construction Condition Z of the Order. (f) Commencement of Tenant's Construction. Within five (5) business days following the later to occur of (i) Landlord's approval of Tenant's Final Plans and Specifications, (ii) Landlord's performance and completion of its work obligations as set forth in Parasranhs 3(b) and 3(c) hereof, including delivery of a report from Haley & Aldrich stating that, to the best of its knowledge and belief, all Landlord's subsurface work on the Premises required under the LCP is complete and that the subsurface work outside of the Premises required under the LCP is in accordance with the ACO and is on schedule without expected delay (or, if not on schedule, then shall state a revised schedule for the subsurface work outside of the Premises), (iii) the expiration (or Tenant's earlier waiver) of the Conditions Period set forth in Paragraph 6 hereof (without termination of this Lease by Tenant in accordance therewith), (iv) Tenant's receipt of all required approvals from non-affiliated private third parties (if applicable) and all required 7 Lf s:\legal\re\sites\mamac\reading\lease\lease 8.doc building permits from the various city and county governmental authorities which Tenant agrees to pursue with diligence and best efforts so as not to cause unreasonable or unnecessary delays, (v) Landlord's receipt of all governmental approvals (city, county, state and federal) in order for Tenant to be issued a building permit to construct the Improvements, and (vi) the date which is ten (10) days after the Land Delivery Date (provided that Landlord gave Tenant the required sixty (60) day advance notice of the Land Delivery Date and if Landlord failed to give such sixty [60] day notice, the date for purposes of this alternative (iv) shall be no later than seventy [70] days after such notice is actually delivered to Tenant), Tenant shall commence to construct, or cause to be constructed, Tenant's Improvements. Once Tenant commences construction, Tenant shall proceed diligently with such construction to completion. Landlord will assist and cooperate in getting the written approval needed for Tenant to start construction pursuant to Paragraph S of the Construction Conditions in the Amended Order. All work to be performed by Tenant or by its contractors shall be done consistent with Tenant's Final Plans and Specifications and at Tenant's risk and expense and in a good, workmanlike and safe manner, with good quality materials and in accordance with applicable laws and regulations. Tenant covenants that the Premises shall be secured during construction and shall have appropriate screening as reasonably required by Landlord, and shall meet all safety codes. Tenant shall secure and maintain all requisite permits and approvals. Landlord covenants that, at least five (5) days prior to the Land Delivery Date, Landlord will have obtained all site plan approvals and other site specific governmental approvals necessary for Tenant to obtain a building permit. Tenant acknowledges that Tenant shall be responsible for obtaining (w) a Common Victualer's license issued by the Board of Selectmen, (x) a restaurant Food Service License issued by the Board of Health, (y) a Liquor License issued by the Board of Selectmen, and (z) a building permit. Tenant's Common Victualer's license, restaurant Food Service License and Liquor License are not conditions of this Lease, except .as to the right to terminate this Lease by the deadline as provided in Paragraph 6(d) and 6(e) hereof. Tenant shall properly and timely remove all construction debris resulting from its construction activities from the Premises. Tenant shall be responsible for repairing any damage to the work previously completed by Landlord within the Shopping Center and the Required Access Drive caused by Tenant or its contractors and subcontractors. No debris or materials may be buried and there shall be no excavation by Tenant or by those acting on behalf of Tenant, except as expressly permitted by the terms of this Lease or as may be clearly shown in Tenant's Final Plans and Specifications. Tenant shall not alter the grade of the Land or the footprint of the building to be constructed on the Land, other than as identified on Tenant's Final Plans and Specifications, and shall not add any additional structures to the Premises at any time, without Landlord's written consent. (g) Winter Construction. Notwithstanding anything herein to the contrary, if any of the foregoing events in Paragraph 3(f) above have not occurred prior to the thirty first day of October, Tenant shall have the right to delay its commencement of construction until no later than the first (lst) day of the next April, but if Landlord invokes Paragraph 3(f) in order to require Tenant to commence construction between November 1 and April 1 of any year (the "Winter Period"), then, to the extent that Tenant incurs additional and reasonable construction costs directly attributable to winter-related conditions during the Winter Period, Tenant shall have the right to offset such costs s:\legal\re\sites\mamac\reading\lease\lease 8.doc l - against all rent and other charges which accrue after the Rent Commencement Date, but 1 the aggregate sum of such offsets shall not exceed FIFTY THOUSAND AND NO1100 DOLLARS ($50,000.00). Tenant shall furnish reasonably supporting documentation and information to Landlord in order to verify the validity of such additional construction costs. (h) [Intentionally deleted]. (i) Mechanic's Liens. Tenant will use reasonable efforts to avoid any recording of a notice of contract or mechanic's lien against the Premises on account of any work or materials provided by or to a contractor, subcontractor or material supplier of Tenant. If any notice of contract, mechanics', materialman's, or other similar lien shall at any time be filed against the Premises on account of any work, labor or services performed or claimed to have been performed, or on account of any materials furnished or claimed to have been furnished, for or at the direction of Tenant, Tenant shall, without cost or expense to, Landlord, promptly cause the same to be discharged of record by payment, bond, order of a court of competent jurisdiction, or by other valid means reasonably acceptable to Landlord. 4. Rent. (a) Base Rent. Tenant shall pay rent. to Landlord during the term of this Lease, and during any Renewal Term, as set forth below (the "Base Rent"): Term Monthlv Installment Annual Base Rent Primary Term (Years 1-10) Primary Term (Years 11-15) 1 st Renewal Term 2nd Renewal Term 3rd Renewal Term 4th Renewal Term $15,416.67 per month $16,958.33 per month $18,654.77 per month $20,519.58 per month $22,571.58 per month $24,828.67 per month $185,000 $203,500 $223,850 $246,235 $270,859 $297,944 One such monthly installment shall be due and payable on or before the Rent Commencement Date and a like monthly installment shall be due and payable on or before the first day of each succeeding calendar month during the Primary Term and any Renewal Term. Base Rent for any fractional month at the beginning or the end of the term hereof shall be prorated. (b) No Coouerative Advertisina Fees or Expenses. Tenant shall not be obligated to contribute any sums to promotional or advertising programs or to join any merchant's or development association. (c) Place of Pavment. All payments of Base Rent and other monetary amounts under this Lease shall be made to Landlord as the same shall become due in lawful money of the United States of America at Landlord's address specified in Paraaranh 27 of this Lease, or to such other party or at such other address as hereinafter 9 s:\legal\re\sites\mamac\reading\lease\lease 8.doc may be designated by Landlord by written notice delivered to Tenant at least ten (10) } days prior to the next ensuing monthly rental payment date. (d) Payment Issues. Time is of the essence as to all payments by Tenant. A partial payment by Tenant or the processing by Landlord of an amount paid by Tenant that is less than the full amount that is due (irrespective of notation on the payment check) shall not be deemed an acknowledgment, admission, satisfaction or waiver by Landlord of the continuing obligation of Tenant to pay the full sum. If Tenant fails to pay any additional rent when the same is due, the unpaid amounts shall bear interest at the Default Rate from the date such amount was originally due to and including the date of payment. If any installment of Base Rent is not received by Landlord from Tenant within five (5) business days after the date when due, Tenant shall immediately pay to Landlord a late charge equal to $200.00. If Tenant still does not pay Base Rent within five (5) business days from the date Tenant receives Landlord's rent default notice, then Tenant shall be obligated to pay, not only the late charge, but interest at the Default Rate from the date such amount was originally due to and including the date of payment. A failure to make such interest and late charge payments constitutes a material breach of this Lease by Tenant and may be included in any judgment obtained by Landlord, to the extent interest is not already computed as part of the judgment. (e) Additional Rent. All taxes, maintenance costs and signage costs which are the obligation of Tenant pursuant to Paragraphs 10. 12 and 15 hereof, respectively, as well as any other amount required to be paid by Tenant under this Lease shall be deemed additional rent to be paid by Tenant, and in the event of non-payment thereof, Landlord shall have all the rights and remedies with respect thereto as are provided for herein or by :applicable law in case of non-payment of rent. 5. Holdine Over by Tenant. Should Tenant or any assignee, sublessee or licensee of Tenant fail to vacate the Premises or any part thereof after the expiration of the Primary Term or any Renewal Term hereof, then unless otherwise agreed in writing, such failure to vacate shall constitute and be construed as a tenancy at sufferance, and Tenant shall pay to Landlord for use and occupancy an amount equal to the Base Rent that Tenant was obligated to pay immediately prior to the expiration or termination of the Term of the Lease multiplied by a factor of 1.5, and, in addition, Tenant shall pay all other charges due under this Lease and be subject to all of the other terms and conditions of this Lease, but no new tenancy shall be created thereby. Tenant hereby indemnifies, exonerates and agrees to hold harmless Landlord from any and all losses, damages (including direct, indirect, punitive and consequential damages), claims and expenses (including reasonable attorneys' and witness fees and court costs) actually incurred by Landlord or to which Landlord is actually subjected as a consequence of Tenant holding over. 10 s:\legal\re\sites\mamac\reading\lease\lease 8.doc 6. Conditions. Anything herein to the contrary notwithstanding, it is expressly understood and agreed that Tenant shall be entitled to terminate this Lease by written notice delivered to Landlord within sixty (60) days from the Effective Date for the items specified 4n- subparagraph (d) below (each said period hereafter, as applicable, being called individually, or as the context requires collectively, the "Conditions Period"), in the event any of the following conditions shall remain unsatisfied, in Tenant's reasonable judgment: (a) Tenant shall have obtained, or received evidence satisfactory to it based upon Tenant's independent investigation, at Tenant's expense, that it will be able to obtain, from the appropriate governmental authorities, all permits and licenses necessary for the construction and operation of the Improvements; (b) Tenant shall have obtained, or received evidence reasonably satisfactory to it based upon Tenant's independent investigation, at Tenant's expense, that it will be able to obtain, from the appropriate governmental authorities all permits and licenses necessary for the on-premises sale and consumption of wine, beer, cocktails and other alcoholic beverages on the Premises (Landlord agrees to cooperate with Tenant in obtaining such permits and licenses, including without limitation, providing the appropriate governmental authorities with required background information on Landlord and its principals to the extent required by law, any. such information to be held confidential by Tenant and used only for the purposes of obtaining such permits and licenses); and (c) Tenant will be able to procure a general contractor and a construction contract relating to the construction of the Improvements in an amount reasonably satisfactory to Tenant. Between the Effective Date and the expiration of the Conditions Period, Landlord shall grant access to Tenant for the purpose of conducting all inspections, testing and other investigations contemplated in this Paragraph 6. If Tenant terminates this Lease following such inspections, tests and investigations, Tenant agrees to restore the Premises following such investigations. Tenant shall indemnify, defend and hold harmless Landlord from any loss, liability, expense, judgment or costs resulting from any damage to property or injury to persons relating to such inspections, except where arising out of or related to the negligence or willful misconduct of Landlord, its agents, employees or contractors. In the event Tenant fails to deliver written notice of termination to Landlord prior to the expiration of the Conditions Period, the conditions in this Paraaraph 6 shall be deemed waived, and Tenant's right to terminate shall be of no further force and effect. 7. Uses. (a) Permitted Use; Prohibited Uses. Tenant shall initially open and operate a Romano's Macaroni Grill on the Premises. Following the end of the third year after the Rent Commencement Date, subject to the restrictions set forth below, Tenant may use the Premises for the operation of a restaurant and an ancillary bar (subject to Tenarg 11 ~ s:uegal\re\sites\namac\reading\lease\lease 8.doc .0k obtaining required local licenses to do so) and such other uses as are incidental to the operation thereof (including, but not limited to, the preparation of food for off-site catering and the retail sale of general merchandise bearing the logo of the business operated by Tenant at the Premises) and for any other lawful retail purpose, subject, in all cases to the requirements of this Lease, including without limitation, the use restrictions set forth in Exhibit O. Tenant shall occupy, operate and maintain the Premises in accordance with all applicable laws, rules, ordinances, orders and regulations of federal, state, county, municipal and other governmental agencies and bodies having jurisdiction over the Premises, except that, with respect to the permits, approvals and orders listed as Items 1 through 7 on Exhibit K attached hereto, Tenant's knowledge shall be limited to those excerpts set forth in Exhibit K-1. attached hereto and made a part hereof. As to the ACO (Item 8 on Exhibit K), Tenant acknowledges that once Landlord's landfill closure activities are complete, Tenant will then operate on the Premises in accordance with the provisions of the ACO regarding post-closure operations. (b) Exclusive Use. During the term of this Lease, including any and all Renewal Terms, except for Tenant, Landlord shall not allow to operate on Landlord's Property another restaurant which both (i) serves alcoholic beverages, and (ii) has a menu primarily featuring Italian food or pizza. With respect to an operator of a _ pizza establishment, Landlord shall only be permitted to lease a portion of the Shopping Center to a food service provider primarily offering pizza so long as the size of the space is limited to 2,000 square feet or less and no alcoholic beverages are offered or served. However, should Landlord be permanently estopped by any governmental or judicial authority from performing under this subparagraph, then this subparagraph shall be modified to such an extent as to take into account the parties' original intent and to permit Landlord the ability to enforce the same under applicable law. This Exclusive Use provision shall not apply to the Condominium Parcel or to Parcel 3. This Exclusive Use provision shall be void in the event Tenant has not had the Premises open to the public or has not continuously operated its business in the Premises or Tenant or any assignee or sublessee of Tenant is not using the Premises as a restaurant primarily featuring Italian food or pizza, for a period in excess of one hundred eighty (180) consecutive calendar days for reasons other than as set forth in the last sentence of Paragraph 7(c) hereof. This Exclusive Use provision shall not apply during any holding-over period or periods when Tenant occupies the Premises as a tenant at sufferance or tenant at will without Landlord's consent to Tenant's continued occupancy, which consent may be evidenced by a written agreement or the ongoing negotiations by the parties to enter into an extension agreement or new lease. The Exclusive Use provision shall be reinstated at such time as an extension term is agreed to by the parties. (c) Go Dark. Notwithstanding anything to the contrary contained herein, Tenant shall not be required to continuously operate its business in the Premises or keep the same open to the public after the end of the third (3rd) year following the Rent Commencement Date; provided that, Tenant shall at all times continue to pay Base Rent and other monetary obligations which become due and payable pursuant to the terms and provisions of this Lease, unless Tenant is precluded from operating as a result of the failure of the Landfill cap, LCP or any other governmental regulation resulting from the 12 s:\legal\re\sites\mamac\reading\lease\lease 8.doc 4.A/80 s improper or incomplete closure of the Landfill. If. the Premises shall not be open for business, the buildings and landscaping shall be maintained in an attractive and clean condition and in good repair and in compliance with all governmental requirements. In the event Tenant has not had the Premises open to the public or has not continuously operated its business in the Premises for a period in excess of one hundred eighty (180) consecutive calendar days, and Tenant's decision not to operate is not a result of Landlord's or another responsible party's failure to properly close the Landfill or maintain and/or monitor the Landfill cap, then following the end of such one hundred eighty (180) day period and continuing until Tenant shall reopen the Premises to the public or recommence operations in the same, Landlord shall have the option to terminate this Lease upon ninety (90) days prior written notice to Tenant, in which event, upon the termination date, (i) Landlord shall pay Tenant in cash the unamortized value of the Improvements (using 20 year straight line depreciation), (ii) all rents accrued as of the date of such termination shall be paid by Tenant, (iii) all obligations of Tenant and Landlord under this Lease shall terminate, and (iv) this Lease shall be of no further force and effect. For purposes hereof Tenant shall not be deemed to have ceased operations or closed its business to the public in the event Tenant or its successor is remodeling, renovating or reconstructing the Improvements as a result of an assignment, sublease, casualty, condemnation or otherwise and the restoration work is proceeding diligently to completion or if Tenant is precluded from operating as a result of the failure of the Landfill cap, LCP or any other governmental regulation resulting from the improper or incomplete closure of the Landfill or improper maintenance or monitoring of the Landfill cap, unless caused by the negligence, misconduct, omission or fault of Tenant or its employees, agents, contractors, patrons or invitees. 8. Representations and Covenants of Landlord. As of the Effective Date of this Lease, Landlord represents, warrants and covenants to Tenant as follows: (a) That Landlord holds fee simple title to the Premises subject to the title exceptions listed on Exhibit J, and Landlord, subject to the documents listed on Exhibit J and Exhibit K, (i) possesses full power and authority to deal therewith in all respects, and (ii) no other party has any right or option thereto or in connection therewith; (b) That there are no pending or, to the knowledge of Landlord, threatened condemnation proceedings or eminent domain actions affecting the Premises; (c) That there are no pending or, to the knowledge of Landlord, threatened actions or legal proceedings affecting the Premises or Landlord's interest therein, except as to the litigation know as 128 Sales, Inc. et al. v. Walkers Brook Crossing, LLC et al. (Middlesex Superior Court, Civil Action No. 03-3283), a copy of the Amended Complaint as filed having been delivered to Tenant; (d) That there are no unpaid special assessments for sewer, sidewalk, water, paving, electrical or power improvements or other capital expenditures or improvements, matured or unmatured, provided, however, Landlord has contractually agreed with the 13 s:\legal\re\sites\mamac\reading\lease\lease 8.doc Town of Reading, Massachusetts to make certain off -site improvements and contributions, but Tenant shall riot be responsible for these agreed upon assessments; (e) That Landlord is not aware of any facts or circumstances not disclosed herein which would materially adversely affect the use or value of the Premises of which Tenant is unaware;. (f) That this Lease and the consummation of the transactions contemplated hereby shall be valid and binding upon Landlord and shall not constitute a default (or an event which with notice or passage of time or both will constitute a default) under any contract to which Landlord is a party or by which it is bound; (g) That Landlord has not received notice nor has Landlord any knowledge of any violation of any law, regulation, ordinance, order or other requirement of any governmental authority having jurisdiction over or affecting any part of the Premises, except that the Town of Reading, Massachusetts and Landlord are currently under an Administrative Consent Order ("ACO") issued by the Massachusetts Department of Environmental Protection ("DEP") to close the landfill; (h) That (i) Landlord has obtained the Amendment to the Special Permit and Amended Order of Condition from the Conservation Commission, and is diligently pursuing all of the necessary approvals from DEP to allow Tenant to open and operate a restaurant on the Premises, (ii) the appeal periods for all such approvals have expired with no appeal having been brought, and (iii) the said approvals continue to be in full force and effect; (i) That, in relation to the Premises, to the Landlord's knowledge, Landlord is in material compliance with the Amended Order and Environmental Laws regulating the Landfill. For purposes of this Agreement, the phrase "Environmental Laws" means any applicable federal, state or local law, rule, regulation, permit or order (including the ACO) relating to the protection of the environment from Hazardous Substances (defined above) or the clean-up of Hazardous Substances that have been released into the environment. Environmental Laws does not include zoning laws, rules or regulations. 0) That Landlord is not aware of any reason or requirement that would preclude or in any way limit Tenant from obtaining all licenses or permits, including, without limitation, those pertaining to occupancy, which are necessary to permit the use of the Premises for Tenant's intended purpose as depicted on Tenant's Final Plans and Specifications; (k) That, to the best of Landlord's knowledge, the Land, as of the Effective Date, shall be in full compliance with all applicable laws, orders and regulations of all federal, state, county and municipal authorities and/or fire underwriters having jurisdiction over the Premises; sAlegal\re\siteslimamac\reading\lease\lease 8.doc 14 (1) That, in relation to the Premises, Landlord will comply in all material respects with Environmental Laws regulating the Landfill at Landlord's sole cost and expense, with no contribution from Tenant except as expressly stated in this Lease; (m) . That, to the best of Landlord's knowledge, any fill which Landlord or its agents will bring or has brought upon the Premises and placed above the Landfill cap does not contain any Hazardous Substances in excess of the levels allowed by law; (n) That Landlord is not obligated on any contract, lease or other agreement, written or oral, with respect to the ownership, use, operation or maintenance of the Premises, other than (i) contracts, leases and agreements which have been disclosed to Tenant in writing, (ii) mortgages, and (iii) restrictions in contracts with other end users in the Development, which Landlord represents and warrants to Tenant are not violated by this Lease once this Lease is approved by Home Depot and Jordan's Furniture; (o) That the use of the Premises in accordance with Paraaranh 7 hereof, including the sale of all items currently on the Romano's Macaroni Grill menu, will not violate the terms and provisions of any other lease for space in the Development or any restriction affecting the Premises; (p) That Landlord and others have engaged environmental engineers to examine the condition of the Premises and the reports prepared by those engineers are listed on Exhibit L, attached hereto and made a part hereof (the "Engineering and Environmental Reports"); and (c) That Landlord shall defend, indemnify and hold harmless Tenant from and against any liability, claim of liability, claims, suits, costs, expenses, causes of action, and property damage (including without limitation Tenant's attorney's fees) resulting from a breach by Landlord of its representations and covenants in the preceding paragraphs. 8A. Representations and Covenants of Tenant. As of the Effective Date of this Lease, Tenant represents, warrants and covenants to Landlord as follows: (a) Tenant covenants and agrees that during the term of this Lease, Tenant, its employees, agents, contractors, patrons or invitees will not cause any Hazardous Substances to be brought upon, kept, or used in, on, or about the Premises or transported to or from the Premises, except in Tenant's ordinary course of business operations as a restaurant, without the prior written consent of Landlord, which Landlord shall not unreasonably withhold so long as Tenant demonstrates to Landlord's satisfaction that such Hazardous Substance: (1) is necessary or useful to Tenant's business; (2) will be used, kept, stored, and disposed of in a manner that complies with Environmental Laws; (3) will not pose a material risk to any persons or property or materially increase the risk of a release of Hazardous Substances. Tenant covenants and agrees that to the extent Tenant or its employees, agents, contractors, patrons or invitees, cause any Hazardous Substance to be kept, used, or present in, on, or about the Premises, Tenant shall ensure 15 s:\legal\re\sites\mamac\reading\lease\lease 8.doc A g3. that such Hazardous Substance is in compliance with Environmental Laws and this Lease, and that no release of Hazardous Substances occurs on, under, or about the Premises; (b) Tenant shall immediately advise Landlord in writing, and, if applicable, provide Landlord with a copy, of any notices of violation or potential or alleged violation of any Environmental Laws that are received by Tenant, which relate solely to the Premises. Tenant shall use commercially reasonable efforts to notify Landlord of (a) any other notices of violation or potential violation of any Environmental Laws that are received by Tenant; (b) any and all inquiries, investigations, enforcement, cleanup, removal, or other governmental or regulatory actions instituted or threatened relating to Tenant or the Premises and arising out of Environmental Laws; and (c) all claims made or threatened by any third party against Tenant or the Premises arising out of Environmental Laws that Tenant knows of or reasonably believes may have occurred; (c) If any Hazardous Substances are released, discharged, or otherwise come to be located on or about the Premises in violation of this Lease by Tenant or its employees, agents, contractors, patrons or invitees, Tenant shall promptly take all actions, at its sole expense and without abatement of rent, as are necessary to return the affected portion of the Premises and any other affected soil to the condition existing prior to the release of Hazardous Substances and such actions by Tenant, if commenced prior to the expiration of this Lease, shall continue beyond the expiration of this Lease. All such remedial work will comply with Environmental Laws, and will be undertaken only with the consent of Landlord. Landlord's consent to any remedial activities undertaken by Tenant shall not be withheld so long as Landlord determines, in its sole, good faith business judgment, that such activities will not cause any material adverse long-term or short-term effect on the Premises, the Landfill or adjacent property. A copy of all documents or reports submitted to a governmental authority on behalf of Tenant shall be promptly provided to Landlord; (d) Tenant shall surrender the Premises to Landlord upon the expiration or earlier termination of this Lease free of debris and Hazardous Substances used, stored, or disposed of by Tenant or its employees, agents, contractors, patrons or invitees; (e) Tenant shall defend, indemnify and hold harmless Landlord from and against any liability, claim of liability, claims, suits, costs, expenses, causes of action, and property damage (including without limitation Landlord's attorney's fees) resulting from a breach by Tenant of its representations and covenants in the preceding paragraphs; and (f) Tenant shall not grant rights to abutters in, to, or over, the Premises without express written permission of Landlord. 9. Utilities. Tenant shall pay all charges incurred for the use of utility services at the Premises from the date when the utilities are first used by Tenant or its contractors including, without limitation, gas, electricity, water, sanitary sewer, storm sewer, cable television, and telephone; provided, however, that Landlord, at its sole cost and expense, shall (i) be responsible 16 s:\tegal\relsitesUnama6readingUeaseUease 8.doc qIAq* for the costs of bringing water, sanitary and storm sewer, electricity, cable, telephone and gas lines to within five (5) feet of the rear of the Improvements except electric service for which primary electric service will be brought by the Landlord to a shared transformer location as specified by the electric utility company and Landlord will provide conduit and pull string from the transformer to within five feet (5') of the Premises (Tenant will be responsible for any secondary electrical wiring from the transformer to Tenant's building), (ii) be responsible for any outstanding or pending assessments and any required city, county and/or MUD impact, tap extension or connection fees associated with Landlord's bringing utilities to the Land, except the Town of Reading I&I fee which will be responsibility of Tenant, and (iii) maintain all utility lines and connections installed by Landlord up to the boundary of the Land (Tenant shall maintain Tenant's grease trap, which is located outside the Land, and the secondary electrical lines from the shared transformer). Tenant shall be responsible for making the final. connections of the utilities to Tenant's building. Tenant shall be entitled to solicit bids from competing utility providers in order to secure utility services for Tenant's business operations and, in connection therewith, (x) Tenant shall be entitled to enter into such contracts with such providers as Tenant deems appropriate for the purpose of securing such utility services provided the term of any contract does not extend beyond the term of this Lease; and (y) Landlord agrees to grant appropriate utility licenses over the Land to such providers as may be reasonably necessary to secure such utility services, but such utilities must be in the utility conduits provided by Landlord as of the Rent Commencement Date and any installation done after the initial installation and charges related to later installation shall be borne by Tenant. If Tenant fails to pay any utility charges and as a result a lien is imposed or is threatened to be imposed on the Premises, Landlord may, but is not obligated to, pay such utility charge and the amount so paid by Landlord plus an administrative fee of Two Hundred Dollars ($200.00) shall immediately be paid by Tenant to Landlord as additional rent. 10. Taxes, Assessments and other Governmental. (a) Tenant shall pay, as additional rent, before they become delinquent all real estate taxes (both real and personal), assessments (both general and special) and other governmental impositions (collectively, "Taxes") lawfully created and allocated to or assessed against the Premises or any part thereof during the term hereof. Any Taxes created, levied, or arising prior to the Rent Commencement Date of this Lease but assessed or otherwise imposed during the term hereof, shall be paid by Landlord. Taxes shall be adjusted for the first partial year in. which the Rent Commencement Date occurs such that Landlord pays the portion of Taxes before the Rent Commencement Date, and Tenant pays the portion on and after the Rent Commencement Date. Since the Land is not taxed or assessed as a parcel separate from the Center, Tenant will pay Landlord within thirty (30) days of billing as additional rent, an amount equal to Tenant's, proportionate share of any such Taxes. Tenant's proportionate share shall be determined by the sum of (i) the amount of Taxes assessed specifically against the Improvements only by the municipality or allocated by Landlord to the Improvements as the product obtained by multiplying such Taxes assessed against the improvements comprising the Center by a fraction, the numerator of which is the total number of square feet of leasable area in the building to be constructed by Tenant on the Land and the denominator of i which is the total number of square feet of leasable building area in the Center [but in no event shall such fraction exceed eleven percent (11%)], and (ii) the product obtained by 17 s:\legal\re\sites\mamac\reading\lease\lease 8.doc * ID %WP multiplying such Taxes assessed against the land comprising the Center by a fraction, the I numerator of which is the total number of square feet of leasable area in the building to be constructed by Tenant on the Land and the denominator of which is the total number of square feet of leasable building area in the Center, but in no event shall such fraction exceed eleven percent (11%). Taxes for the first full year of the Primary Term are estimated to be approximately Two and No/100 Dollars [$2.00] per square foot of floor area in the Improvements). Upon good faith request by Tenant, Landlord agrees to evaluate any Taxes on the Center to determine if a dispute and contest is reasonably appropriate and to conduct such contest. Landlord further agrees to contest the same if fifty percent (50%) or more of the tenants in the Center agree to such contest. If, at any time, in the judgment of Landlord reasonably exercised, it shall become necessary to do so, Landlord, after written notice to Tenant, may, under protest if so requested by Tenant, pay such monies as may be required to prevent a lien on or tax taking or the sale of the Premises or any part thereof, or foreclosure of the lien created thereon by such item, and such amount shall become immediately due and payable by Tenant to Landlord and shall constitute additional rent hereunder. .(b) In no event shall Tenant be liable hereunder for or required to pay any income, profit, excise (except that imposed on Tenant's assets or income), inheritance, estate, gift or franchise taxes, or taxes with respect to the rent received by Landlord under this Lease, or upon the right of Landlord to receive such rent or to do business, or any tax, assessment or governmental imposition in replacement or substitution of the foregoing or of a similar character, but subject to the obligations of Tenant under subparagraph (c) below. (c) Notwithstanding anything herein to the contrary, if at any time during the term of this Lease there shall be levied or assessed in substitution of real estate taxes, in whole or in part, a tax, assessment or governmental imposition (other than a general gross. receipts or income tax) on the rents received from the Premises or the rents reserved herein, and said tax, assessment or governmental imposition shall be imposed upon Landlord, Tenant shall pay same as hereinabove provided, but only to the extent that such new tax, assessment or governmental imposition is a substitute for real estate taxes previously imposed. (d) Landlord covenants and agrees to notify Tenant in writing within fifteen (15) days of receipt of notice of (i) the assessment of the Premises, the Land, or the Improvements separately from abutting property, or (ii) a change in the assessed value of the land included in the tax bill of which the Premises are a part, the Premises, the Land or the Improvements; provided, however, if the Land is a separate tax parcel, Landlord shall not be required to notify Tenant of any change in the assessed value of abutting property. Landlord acknowledges that such prompt notice is essential in order for Tenant to determine whether to contest or, as is applicable, request Landlord perform the same, such change in assessment and time shall be of the essence of this agreement. 18 sAlegal\re\sites\namac\reading\lease\lease 8.doc g6' (e) Notwithstanding anything herein to the contrary, if at any time during the term of this Lease any assessment (either general or special) is levied upon or assessed against the Premises or any part thereof, and such assessment may be paid in installments, Tenant's obligation under this paragraph to pay such assessment shall be limited to the amount of such installments (plus applicable interest thereon charged by the taxing authority, if any) which become due during the term hereof, calculated using the longest payment option made available to Landlord, regardless of whether Landlord pays the same in installments over the same or shorter period of time or pays the entire amount thereof. (f) At the expiration of the term of this Lease (as it may be extended or renewed), taxes, impositions, assessments, or other similar expenses required to be paid by Tenant hereunder shall be apportioned in the same manner as such taxes were apportioned prior to the Rent Commencement Date, and Landlord shall pay that portion thereof applicable to the period after the expiration of the term of this Lease (as it may be extended or renewed). 11. Insurance. (a) During construction of the Improvements, Tenant agrees to maintain or cause to be maintained adequate builder's risk insurance. Upon completion of construction, Tenant shall maintain so called "all risk" fire and extended coverage insurance (including vandalism and malicious mischief insurance, earthquake insurance and flood insurance) on the Improvements, with a limit of or in an amount not less than full replacement value thereof, less the cost of excavations, foundation, footings and underground tanks, conduits, pipes, pilings and other underground items. Payments for losses shall be made solely to Tenant or the mortgagees of Tenant as their interests shall appear. (b) Tenant shall also insure against property damage and public liability arising by reason of occurrences on or about the Premises by maintaining a policy or policies of commercial general liability insurance including contractual liability coverage insuring against the tort liabilities assumed under this Lease in the amount of not less than THREE MILLION DOLLARS ($3,000,000) in respect of any one occurrence, all in form and scope as required by the REA. The minimum policy amounts required under this Paragraph I I(b) shall be subject to reasonable increase no more than once every five years during the term of this Lease as required by the REA. (c) Landlord shall maintain so called "all risk" replacement cost fire and extended coverage insurance (including vandalism and malicious mischief insurance, and if required by any mortgagee, earthquake insurance, and flood insurance) on the Common Area (exclusive of the Improvements, but inclusive of the Parking Facilities) in such amounts as Landlord's mortgagees shall require, or if no mortgagee exists, then in such amounts as are commercially reasonable for a shopping center of the size and quality of the Shopping Center. Such insurance shall be maintained at the expense of Landlord (to be reimbursed as part of CAM Charges, as hereinafter defined in ParaQranh 12(d) if A s:\Iegal\re\sites\mamac\reading\lease\lease 8.doc 19 - applicable to this Lease). Payments for losses thereunder shall be made solely to Landlord or the mortgagees of Landlord as their interests shall appear. (d) Landlord shall maintain (at the expense of Landlord, to be reimbursed as part of CAM Charges) a policy or policies of commercial general liability insurance including contractual liability coverage insuring against the liabilities assumed under this Lease with respect to its activities at the Shopping Center, in the amount of not less than THREE MILLION DOLLARS ($3,000,000) in respect of any one occurrence. The minimum policy amounts required under this Paragraph II(d) shall be subject to reasonable increase no more than once every five (5) years during the term of this Lease as required by the REA. . . (e) Landlord and Tenant shall subscribe to the workers' compensation law in the state in which the Premises are located and shall maintain (at its sole cost and expense) workers' compensation and employers' liability insurance covering all of their respective employees as required of a subscriber to the relevant statutes in the state in which the Premises are located. (f) Landlord has acquired Pollution Legal Liability for a term of ten (10) years and Clean-up Cost Cap Coverage for a term of five (5) years using the American International Specialty Lines Insurance Brownfield's Redevelopment Access to Capital Policy Form (the "Policy"), and Landlord shall maintain the Policy for the Development, } including the Premises, through the end of the existing terms. Landlord warrants and represents that Landlord has prepaid the premium ("Premium") for the Policy for the initial terms as set forth in the first sentence of this subnaragaph (fl. Landlord agrees .that on or before the Land Delivery Date, Landlord shall obtain, subject to the approval of the insurance company, AIG, Town of Reading, Jordan's Furniture and Home Depot, an endorsement to the Policy to add Tenant as an additional insured in relation to coverages A and B of the Policy and shall provide to Tenant a copy of said endorsement promptly upon receipt from the insurance company. Tenant shall then promptly pay Landlord $5,827.80 (to the extent Tenant is already an additional insured due to another lease in the Development, Tenant shall not be required to pay such sum unless Landlord is charged an additional fee by the insurance company). Landlord shall make no material changes to coverages A and B of the Policy (including terminating same) without Tenant's prior written approval, said approval not to be unreasonably withheld or delayed. "Material changes" to the Policy do not include adding other insureds, adding insured contracts limiting any insured's access to the limits of the Policy to a sublimit of at least $1 million, extending the term of the Policy, or expanding coverage under the Policy. Any additional environmental insurance policy or continuation of the basic ten- year environmental insurance policy shall be at Landlord's sole option, with no obligation to purchase an equivalent policy. (g) It is agreed that the insurance coverages provided for herein may be maintained pursuant to master policies of insurance covering other restaurant locations of Tenant and/or its corporate affiliates or other properties of Landlord and/or its corporate affiliates. All insurance policies required to be maintained by Tenant and Landlord 20 s:\legal\re\.sites\mamac\reading\lease\lease 8.doc hereunder shall be with responsible insurance companies, authorized to do business in the state in which the Premises are located if required by law, and except for property insurance policies and workers' compensation policies, must name Landlord or Tenant as an additional insured (as applicable), as their interests may appear, and shall provide for cancellation only upon thirty (30) days prior written notice to Landlord and Tenant. Each party shall evidence such insurance coverage by delivering to the other party certificates issued by the insurance companies underwriting such risks. Notwithstanding anything contained in this Lease to the contrary, Tenant may elect to non-subscribe, if applicable, and/or to provide coverage for any of the foregoing risks within this Paragraph 11 (i) by maintaining such deductibles as it may elect or by a plan of self-insurance through Tenant or (ii) by Brinker International, Inc. (a Delaware corporation), providing such deductibles and/or self-insurance for Tenant in common with other affiliated entities, provided that Tenant or Brinker International, Inc. maintains a net worth of not less than $100,000,000 calculated in accordance with generally accepted accounting principles. 12. Common Area. (a) Defined. The "Common Area" is the part of the Shopping Center constructed for the common use of all tenants, including among other facilities, parking areas, sidewalks, landscaping, curbs, loading areas, private streets and alleys, lighting facilities, and other similar areas and improvements, which will be provided by Landlord at its sole expense for the common use of all tenants, all of which shall be subject to Landlord's sole management and control and shall be operated and maintained in a first class manner and condition and in compliance with all laws, rules, regulations and ordinances. Tenant shall have the right to contract with a waste disposal provider of Tenant's sole choice. Landlord agrees that in no event shall the number of parking spaces in the Parking Facilities be fewer than the greater of (i) the number of parking spaces required to satisfy all applicable governmental or quasi-governmental laws, rules, regulations, and codes, or (ii) the number shown on the Site Plan. Tenant shall have reasonable approval over any program or rules or regulations which Landlord may institute or impose on parking, parking lot lighting hours and photometrics of any such lighting. Subject to restrictions imposed by municipal ordinances and the requirements of any special permits covering the Center, the parking lot lighting hours shall not be less than dusk to two hours after Tenant closes for business on any given day. Tenant may require the lights illuminating the Required Access Drive to be kept illuminated outside of the hours required by the REA, if Tenant shall reimburse the responsible party for the additional electrical costs incurred thereby, such cost to be shared on a pro rata square foot floor area basis with any other occupant of the Development requesting additional lighting of the Required Access Drive. (b) Use of Common Area. Tenant and its employees, representatives, customers, invitees, subtenants, licensees and concessionaires shall have the non- exclusive right and license to use the Common Area as constituted from time to time, such use to be in common with Landlord, other tenants of the Shopping Center and other persons permitted by Landlord to use the same, and subject to such reasonable rules. and regulations governing use as Landlord may from time to time prescribe in writing 21 s:Uegal\re\sites\mamac\reading\lease\lease 8.doc qf gq 0 including the designation of specific areas within the Shopping Center in reasonable proximity to the Premises in which automobiles owned by Tenant, its employees, subtenants, licensees and concessionaires shall be parked. At no time during the term of this Lease shall Landlord be permitted to impose on Tenant, its employees, customers, invitees or any other party, a monetary fee for the right to park vehicles in the Common Area. At Tenant's cost, Tenant shall have the right to establish with a valet service provider of Tenant's sole choice a valet parking program for its patrons in an area designated by Landlord provided that Tenant obtain required governmental permits and approvals (if any). Tenant shall be permitted the non-exclusive use of up to four (4) parking spaces near Tenant's building for Tenant's "To Go/Carry Out" patrons [as depicted on the Site Plan attached hereto as Exhibit C-31, and Tenant may place signage at such spaces designating the same for Tenant's "To Go/Carry Out" business. (c) Common Area Riehts. During the term of this Lease, including any Renewal Terms, Tenant and its employees, representatives, customers and invitees shall have the non-exclusive right to use the Common Areas for the purpose of pedestrian and vehicular ingress, egress and parking over all access and entrance drives and over all parking areas of the Shopping Center, and except for the Pylon Sign and Monument Sign at the entrance drive, Landlord agrees not to erect, construct or install, or otherwise permit the erection, construction or installation of, any subsequent signage, buildings, or other improvements in the Shopping Center, or make any changes to the Common Area which would obstruct or diminish the visibility of, or the access and proximity to, the Premises from nearby public thoroughfares, intersections, parking areas, and the Common Area in the area of the Shopping Center labeled "No Build Area", as depicted on the Site Plan attached hereto as Exhibit C-5; provided, however, that Landlord may permit a kiosk for ATM purposes only, not to exceed 900 square feet in size, in the "Kiosk Permitted Area" shown on the Site Plan attached hereto as Exhibit C-6. Landlord also agrees not to lease or sell, or otherwise permit the lease or sale of, any portion of the Shopping Center for a restaurant use in the area of the Shopping Center labeled "No Restaurant Area", also as depicted on the Site Plan attached hereto as Exhibit C-7. Landlord further agrees to include these appurtenant rights in the Memorandum of Lease to be recorded pursuant to Paragraph 26 hereof. During the term of this Lease, including any Renewal Terms, Landlord does hereby covenant that Tenant, Tenant's employees, representatives, customers and invitees shall have the non-exclusive use of Required Access Drive, such use to be in common with others entitled thereto, including, but not limited to, the owners, tenants, and invitees of Parcels 2 and 3 and abutters, if Landlord grants rights to such abutters, which Landlord expressly reserves the right to do. Landlord agrees that the Required Access Drive shall at all times remain available for Tenant's use in common with others and, except as provided in Parag_raoh 1(a), shall not be reconfigured or relocated without Tenant's prior written consent, which consent shall not be unreasonably denied, delayed or conditioned. Landlord further agrees to set forth Tenant's rights as to the Required Access Drive as a part of the Memorandum of Lease to be recorded pursuant to Paragraph 26 hereof. (d) Common Area Maintenance. Tenant agrees to pay as additional rent each month its proportionate share of the costs actually incurred by Landlord for managing, qft 22 s:\legal\re\sites\mamac\readingUease\lease 8.doc operating, maintaining securing, insuring, and repairing the Common Area, including, among other costs, those incurred for lighting, sewer services, painting, cleaning, policing, inspecting, landscaping, snow removing, replacing, insuring, and guarding and protecting, and reasonable and necessary management expenses not to exceed seven percent [7%] of the total amount of such other costs), which costs may be incurred by Landlord in its reasonable discretion as well as the Costs incurred by Landlord pursuant to the REA and allocable to the Shopping Center (collectively, the "CAM Charges"). The proportionate share to be paid by Tenant of the CAM Charges shall be computed by multiplying such CAM Charges by a fraction, the numerator of which is the total number of square feet of leasable area in the building to be constructed by Tenant on the Land and the denominator of which is the total number of square feet of all leasable building area in the Shopping Center, but in no event shall such fraction exceed eleven percent (11%). Landlord may assess CAM Charges based upon the estimated annual cost of operation and maintenance of the Common Area, payable in advance but subject to adjustment after the end of each calendar year on the basis of the actual costs for such year. Within ninety (90) days after the end of each calendar year, Landlord shall furnish Tenant with a written statement setting forth the total CAM Charges for said calendar year, the calculation of Tenant's proportionate share thereof and payments theretofore made by Tenant during such calendar year. Any overpayment by Tenant shall be refunded to Tenant by Landlord within sixty (60) days after the end. of each applicable annual period. Tenant shall have the right to audit Landlord's books and records with respect to CAM Charges once per annum, during normal business hours on reasonable prior written notice. Tenant shall pay for the cost of such audit unless the audit shall disclose CAM Charges paid by Tenant were three percent (3%) or more in excess of actual CAM Charges in which case Landlord shall promptly pay to Tenant the reasonable cost of such audit in addition to the overpayment in CAM Charges. Any increases in Adjusted CAM Charges (herein so called and being CAM Charges less costs of taxes, utilities, insurance, and snow and ice removal) from the amount charged in the second year of the Primary Term of this Lease shall be limited to the lesser of (i) the actual increase in the Adjusted CAM Charges for the particular year, or (ii) five percent (5%) of the prior year's Adjusted CAM Charges, provided, that if the Adjusted CAM Charges decrease from the Adjusted CAM Charges for the prior year, then the permitted increase for the year following the year in which the decrease occurs shall be the lesser of (x) the actual increase in the Adjusted CAM Charges for the particular year, or (y) five percent (5%) of the Adjusted CAM Charges for the year immediately preceding the year in which the decrease occurs [e.g., if Adjusted CAM Charges are $2.00 per square foot in Year 3 and decrease to $1.95 per square foot in Year 4, the maximum increase in Adjusted CAM Charges for Year 5 would be $2.10 per square foot (being 105% of Year 3's Adjusted CAM Charges)]. Notwithstanding any provisions to the contrary contained herein, the following items are specifically excluded from Tenant's proportionate share of CAM Charges: administrative expenses of Landlord, including Landlord's personnel salaries such as secretarial and executive salaries (other than personnel below the management level used in direct Common Area maintenance activities and then only to the extent such personnel spend time on such activities), Landlord's general off-site overhead, initial construction 23 s:\Iegal\re\.sites\cnamac\reading\lease\lease 8.doc 9 and landscaping, other capital improvements and expenditures (including parking lot resurfacing [except that Landlord may include capital expenses that are intended to reduce CAM Charges to the extent of any such reductions achieved and resurfacing costs if equally amortized over the useful life of the new surface, provided that no resurfacing occurs in the first 10 years and not again for another 10 years thereafter] and any other improvements or expenditures required to comply with any governmental law or regulation), advertising expenses, real estate commissions, leasing salaries and expenses, bonuses to employees, property insurance premiums on any buildings in the Shopping Center, and any costs to maintain and operate an interior mall, all in accordance with generally accepted accounting principals consistently applied, Landlord's legal fees attributable to any matters concerning any tenant in the Shopping Center, charges relating to leases other than this Lease (including, without limitation, any such tenant's failure to pay its proportionate share of the Common Area using the formula set forth in the first paragraph of this Para as h 12(d)), and charges relating to repair and maintenance of leasable structures in the Shopping Center. All Common Area management, operation, maintenance and repair shall be performed by Landlord in accordance with all applicable laws and regulations and in a manner which will cause as little disruption of and interference with the use of the remainder of the Common Area and the Premises as is reasonably possible. Landlord shall use all reasonable efforts and due diligence to minimize the cost of managing, operating, maintaining and repairing the Common Area in a manner consistent with prudent shopping center practices and to perform maintenance and repair of the Common Area hereunder as expeditiously as possible so that the same may be available for use as part of the Shopping Center with as little delay and as little disruption to the remainder of the Common Area and the Premises as circumstances will permit. Landlord's failure to fulfill its obligation to maintain the Common Area in a first class manner and condition, shall constitute a Landlord Event of Default after the passage of time set forth in Paragraph 28(c) ii hereof. 13. Repairs. (a) Consistent with the same manner and condition Landlord maintains the Common Area, Tenant shall take care of the Premises and Improvements including any sidewalks thereon during the term of this Lease and shall maintain the same in good order, condition, including repairs to the interior, exterior and structure, as well as maintenance of the grounds inside the sidewalks surrounding the building (including the mowing of grass, care of shrubs and general landscaping within the Premises) [all within the area designated on the Site Plan, attached hereto as Exhibit C-1. as "Tenant's Maintenance Area"], it being understood that Landlord shall not be required to make any repairs to the Improvements during the term hereof, and as may otherwise be expressly set forth herein. The Improvements shall not be maintained as, nor shall Tenant permit the Improvements to become, a public or private nuisance, and Tenant shall not maintain any nuisance in the Improvements. Tenant shall keep the exterior of any building on the Land and landscaping on the Land in an attractive and clean condition. Tenant shall be solely responsible to maintain a Pest and Rodent Control Program as to the Premises, at - 2 s:\tegal\re\sites\mamac\reading\lease\lease 8.doc 4 j-P its sole cost and of its own selection in Tenant's discretion. At the end or other } termination of this Lease, Tenant shall deliver up the Land with the Improvements thereon in good repair and condition, loss by fire or other casualty, act of God, ordinary wear and tear, depreciation and obsolescence being excepted. (b) Notwithstanding anything herein to the contrary, if structural repairs to the Improvements shall be required during the last two (2) years of the Primary Term of this Lease, or the last two (2) years of any Renewal Term, Tenant shall not be required to make such structural repairs if it delivers to Landlord a written waiver of all rights to renew this Lease beyond the term then in effect. Notwithstanding the foregoing, Tenant shall make such repairs if (i) the same are required by any applicable building code or other ordinance, or (ii) there is a possibility of damage to property or injury to person if the repairs are not made. (c) Tenant and the occupant of Parcel 3 displaying a panel on the Shared Monument Sign (defined in Paragraph 15(b]) shall each be responsible for maintaining its respective sign panel in good repair, at its sole cost and expense. Tenant shall indemnify and hold Landlord harmless from and against any damages, liability, actions, claims, expenses (including, without limitation, attorneys' fees in a reasonable amount) in connection with the activities of Tenant as respects the Shared Monument Sign. Landlord shall indemnify and hold Tenant harmless from and against any damages, liability, actions, claims, expenses (including, without limitation, attorneys' fees in a reasonable amount) in connection with the activities of the other occupant as respects the Shared Monument Sign, unless such other occupant, or the tenant under a lease for Parcel 3, is an entity affiliated with Tenant. 14. Alterations. Provided Tenant obtains all requisite governmental approvals, orders and permits to do so, Tenant shall have the unrestricted right to make any interior alterations or interior and/or fagade improvements (above the slab and above the ground surface) to the Premises deemed necessary or appropriate in connection with the requirements of its business, without the necessity of obtaining the prior written consent of Landlord and without the payment of any additional rent. Landlord's prior reasonable consent shall be required for any alterations, additions or improvements if (i) the cost of such exterior work exceeds $75,000.00, or .(ii) the work impacts the area below the slab, the foundation, height of building, roof drainage, or the fagade. Landlord may withhold its consent in its sole discretion if the proposed changes to the Improvements would (a) violate restrictions contained in the LCP, (b) changes the footprint of the Improvements, (c) affect or increase the cost of any environmental insurance or financial assurances maintained by Landlord as part of the LCP, or (d) be contrary to the terms or conditions of any governmental permit, order or approval or the REA or the Permitted Exceptions. Tenant recognizes that any changes to its initial footprint are unlikely and that Landlord can deny consent to any changes which increase impervious area, alter surface water run-off, change topographic grades, or affect the Landfill cap. 15. Eaui>pment, Fixtures and Sians. (a) Subject to any restrictions contained or referenced elsewhere in this Lease, Tenant shall have the right to erect, install, maintain and operate on the Premises such 25 s:\(egat\re\sites\mamac\reading\lease\lease 8.doc 4t 4 equipment, trade and business fixtures, and other personal property as Tenant may deem } necessary or appropriate, and such shall not be deemed to be part of the Premises, but shall remain the property of Tenant. Any such installations shall not materially injure or deface the Improvements and shall not be placed below the Landfill cap. At any time during the term of this Lease and within five (5) days after termination hereof, Tenant shall have the right to remove its equipment, fixtures, signs and other personal property from the Premises. (b) Subject to governmental approval and the REA, Landlord agrees that Tenant shall be entitled to erect the maximum building signage approved by the Community Planning and Development Commission. Landlord agrees, at its sole cost, to design and construct a monument sign on Parcel 3 of Landlord's Property in the area labeled "SHARED MONUMENT SIGN" on Exhibit C-8 attached hereto ("Shared Monument Sign"). The Shared Monument Sign shall be shared equally by Tenant and the occupant of Parcel 3, each of which shall be responsible for one-half of any monument sign, operation, repair and maintenance costs. Tenant shall be contractually obligated to pay one-half (1/2) of any monument sign, operation, repair and maintenance costs to the occupant of Parcel 3. If the other premises benefited by the Shared Monument Sign are not occupied at any time during the term of this Lease, then Tenant shall be required to pay Landlord one-half (1/2) of any monument sign, operation, repair and maintenance costs. Tenant shall be entitled to a panel on each side of the Shared Monument. Sign which panels Tenant will furnish and install at Tenant's expense. Tenant's panels on the Shared Monument Sign shall be in lieu of any right by Tenant to panels on the Shopping Center Pylon Sign. 16. Damaze by Fire or Other Casualtv. (a) If the Improvements, or any material part thereof, should be destroyed or damaged by fire or other casualty, then Tenant shall immediately deliver written notice thereof to Landlord. (b) If the Improvements should be damaged by fire or other casualty at any time before the expiration of the Primary Term, then Tenant shall elect either to (i) diligently restore the Improvements to their prior condition or (ii) discontinue operations at the Premises, but at all times continue to pay Base Rent and all other monetary amounts due and payable and to perform all other applicable obligations pursuant to the terms and provisions of this Lease for the balance of the Primary Term (including additional rent). In the event Tenant elects to discontinue operations, then Tenant must (unless instructed by Landlord to leave the Premises in an "as-is" condition) promptly raze any remaining portion of the Improvements, above the ground surface (in accordance with Section 5.01[b] of the REA) and remove all debris to an off-site location. Tenant shall not be required to take any action that violates any law, rule, regulation, condition or order regarding the LCP. If Tenant elects to restore the Improvements to their prior condition, then Tenant shall promptly proceed with all reasonable diligence to rebuild and repair the Improvements to substantially the condition in which they existed prior to such damage. 26 s:llegal\re\sites\mamac\reading\lease\lease 8.doc ~,q4 4 (c) If the Improvements should be damaged by fire or other casualty at any time on or after the expiration of the Primary Term, then Tenant shall elect either to (i) diligently restore the Improvements to their prior condition or (ii) terminate this Lease. On or after the expiration of the Primary Term, if the Premises have been damaged by fire or other casualty, notwithstanding anything herein to the contrary, Tenant shall be entitled to an abatement of rent during any periods of restoration while Tenant's facilities are closed because of fire or other casualty, provided that the rent abatement period shall not exceed sixty (60) days during any such period of restoration. If Tenant elects to terminate this Lease, then Tenant must (unless instructed by Landlord to leave the Premises in an "as-is" condition) promptly raze any remaining portion of the Improvements above the ground surface (in accordance with Section 5.01(b) of the REA) and remove all debris to an off-site location. Tenant shall not be required to take any action that violates any law, rule, regulation, condition or order regarding the LCP. If Tenant elects to restore the Improvements to their prior condition, then Tenant shall promptly proceed with all reasonable diligence to rebuild the Improvements to substantially the condition in which they existed prior to such damage. (d) If Tenant elects to not rebuild under Paragraph 16(b) above, Landlord may terminate this Lease at any time after six (6) months following such election upon thirty (30) days prior written notice to Tenant, provided, however, if within said thirty (30) days, Tenant provides Landlord with reasonable evidence that Tenant has commenced drawings to rebuild and reopen the Premises, then Landlord's termination shall not be effective. Landlord may thereafter terminate if Tenant fails to use reasonable diligence to obtain a building permit. Once Tenant obtains a building permit, Landlord may only terminate this Lease under the provisions of Paragraph 7(a) hereof. 17. Condemnation. (a) If all of the Premises (or if less than all, but Tenant reasonably determines that the remaining portion will not permit Tenant to operate its business on the Premises, with sufficient parking therefor and Landlord does not provide acceptable substitute parking), shall be acquired by the right of condemnation or eminent domain for any public or quasi-public use or purpose, or sold to a condemning authority under threat of condemnation or in lieu thereof, then the term of this Lease shall cease and terminate as of the date of title vesting in such proceeding (or sale) and all rent and other accrued amounts under this Lease shall be paid up to that date. (b) In the event of a partial taking or condemnation which takes less than a substantial portion of the Premises and Tenant reasonably determines that the remaining portion will permit Tenant to operate its business on the Premises, with sufficient parking therefor, then Tenant, at Tenant's sole cost and expense, shall proceed with reasonable diligence to restore the Premises to a condition comparable to its condition at the time of such condemnation less the portion lost in the taking, and this Lease shall continue in full force and effect but with an appropriate pro rata reduction of rent. If the parties cannot agree on an appropriate pro rata reduction of rent, the parties shall submit the issue to binding arbitration under the auspices of the American Arbitration Association. Full rent o 27 .6001 s:\legal\re\sites\mamac\reading\lease\lease 8.doc shall be paid until the final arbitration decision is rendered with a retroactive rental adjustment as appropriate. (c) In the event of any condemnation, taking or sale as aforesaid, whether whole or partial, Landlord and Tenant shall each be entitled to receive and retain such separate awards and portions of lump sum awards as may be allocated to their respective interests in any condemnation proceedings, or as may be otherwise agreed; except that if the Lease is not terminated and the Premises shall be restored by Tenant, at Tenant's expense, as herein provided, Tenant shall first be entitled to recover the reasonable actual costs and expenses incurred in such restoration out of any such award, and the balance shall be allocated as aforesaid. Termination of this Lease shall not affect the right of the respective parties to such awards. 18. Liabilitv and Indemnification. (a) Landlord shall not be liable to Tenant, its employees, contractors, agents, patrons or invitees, or any person whomsoever, for any injury to person or damage to property caused by the negligence or misconduct of Tenant, its employees, agents, patrons, or invitees or of any other person (other than Landlord or Landlord's employees or agents) entering upon the Premises or Shopping Center under express or implied invitation of Tenant, and Tenant agrees to defend, indemnify and hold harmless Landlord from and against any liability, claim of liability, suits, causes of action, property damage, loss, claims, damage, costs or expenses (including but not limited to reasonable attorneys' fees) to the extent resulting from any such damage or injury. Further, Tenant shall defend, indemnify and hold harmless Landlord from and against any liability, claim of liability, suits, causes of action, property damage, loss, claims, damage, costs or expenses (including but not limited to reasonable attorneys' fees) occasioned by or resulting from (i) the breach by Tenant of any of the provisions of this Lease or anything occurring on the Premises unless caused by the negligence, misconduct, omission or fault of Landlord or Landlord's employees, agents or contractors, (ii) subject to Paraaranh 21 hereof, all loss and damage wherever occurring occasioned by any omission, fault, neglect or other misconduct of Tenant, its employees, agents, patrons or invitees, (iii) the violation by Tenant, its employees, agents, patrons or invitees of conditions of governmental approvals and/or controls that apply to the Premises or Shopping Center, including but not limited to those listed on Exhibit K attached hereto and incorporated herein by reference, (iv) the disposal, storage, discharge or release of Hazardous Substances brought to or stored, used or disposed of at the Premises by Tenant, its employees, contractors, agents, patrons or invitees, occurring during the term of this Lease, (v) the piercing, breach or damage of the Landfill closure by Tenant, its employees, contractors, agents, patrons or invitees after the Land Delivery Date (including but not limited to the cap and collection systems), but Tenant shall have no responsibility to Landlord if such piercing, breach or damage is determined to have been caused during the course of or as a result of the Landlord's Work to prepare the Land for Tenant's use, or (vi) damage to the drainage system caused by the negligent or willful misconduct of Tenant, its employees, contractors agents, patrons or invitees. The Landfill closure referenced in the preceding sentence includes, without limitation, the cap, gas collection system and drainage system, which are to be completed pursuant to the ACO and specifications and plans referenced 28 sA1ega1\re\sites\mamac\readingUeaseUease 8.doc Li 4 G 0 in Exhibit E. Prior to the Land Delivery Date, Landlord agrees to provide Tenant with Landlord's final as-built drawings of the cap, gas collection system and drainage system in the form submitted to the DEP following Landlord's completion of construction. Until such time as Landlord provides Tenant with the as-built drawings, Tenant shall have no liability for the piercing, breach or damage of the Landfill closure referenced in item (iv) above. The foregoing indemnities shall survive for three years beyond the expiration or earlier termination of this Lease. (b) Tenant shall not be liable to Landlord or Landlord's employees, agents, patrons, invitees, or mortgagees, or any person whomsoever, for any injury to person or damage to property caused by the negligence or misconduct of Landlord, its employees or agents or from loss and damage wherever occurring occasioned by any omission, fault, neglect or other misconduct of Landlord, and Landlord agrees to indemnify Tenant and hold it harmless from any loss, claim, damage, cost or expense (including but not limited to reasonable attorneys' fees) suffered or incurred by Tenant by reason of any such damage or injury. Further, unless due to Tenant's negligence or misconduct, in no event shall Tenant have any liability for claims relating to or arising out of the initial construction of the Shopping Center or subsequent work on other parcels in the Shopping Center. (c) Landlord shall defend, indemnify and hold harmless Tenant from and against any claims, suits, costs, expenses, causes of action (including without limitation Tenant's reasonable attorney's fees) for environmental response costs, property damage or bodily injury arising under Environmental Laws and to the extent arising out of or resulting from the prior use of the Premises (including any impact to the stream (wherever it may lead) that is partially located on the Premises) as a Landfill; provided, however, that Landlord shall not be required to defend, indemnify and hold harmless Tenant from any matter for which Tenant has indemnified Landlord in Paraliranh 18(a). The foregoing indemnity shall survive for three (3) years beyond the expiration or earlier termination of this Lease. 19. Right of Inspection. Landlord and its agents and representatives shall be entitled to enter upon and inspect the Premises at any time during normal business hours upon prior reasonable notice, provided only that such inspection shall not unreasonably interfere with Tenant's business, and shall in no event occur during Tenant's peak business hours. Inspection shall include any and all inquiries, investigations, cleanup, remediation, or removal activities occurring on the Premises. 20. Warrantv of Title and Ouiet Eniovment. (a) Landlord represents and warrants that Landlord has fee simple title to the Land, and that it alone has full right to lease the Premises for the term set out herein. Landlord further represents and warrants that Tenant, on paying the rent and performing its obligations hereunder, shall peaceably and quietly hold and enjoy the Premises for the term of this Lease, including any Renewal Term, without any hindrance, molestation or ejection by Landlord, its successors or assigns, or those claiming by, through, or under them. 29 s:\legal\re\sites\mamac\reading\lease\lease 8.doc q'7 f (b) Except as listed as a Permitted Exception on Exhibit J attached hereto, Landlord represents and warrants that it has not granted nor created covenants that it will not grant, create or suffer any claim, lien, encumbrance, easement, restriction or other .charge or exception to title to the Premises without the prior written consent of Tenant; provided, however, that it is expressly agreed that Landlord may subject its interest in the Premises to one or more mortgage liens, and Tenant will subordinate its interest in the Premises to each such lien, if Landlord's lender (as to each lien) shall agree for itself, its successors and assigns (by written instrument in substantially the recordable form attached hereto as Exhibit F or in such other form which is mutually acceptable to the parties thereto): (i) to be bound by the terms of this Lease; (ii) not to disturb Tenant's use or possession of the Premises in the event of a foreclosure of such lien or encumbrance so long as Tenant is not in default under this Lease; (iii) not to join Tenant as a party defendant in any foreclosure proceeding relating to the Shopping Center or any part thereof, except as required by law; and (iv) to permit application of all property insurance proceeds to the restoration and repair of the Premises pursuant to Paraaranh 16 of this Lease. (c) For each mortgage lien existing of record on the Effective Date against the Premises, Landlord agrees to deliver to Tenant within sixty (60) days after the Effective Date, a Subordination, Attornment and Non-Disturbance Agreement executed by any :such lienholder substantially in the form attached hereto as Exhibit F (or in such other form which is mutually acceptable to the parties thereto). If Landlord shall fail to provide such Subordination, Attom ent and Non-Disturbance Agreement within the sixty (60) day time period allotted, Tenant shall have the option to terminate this Lease at any time within sixty (60) days thereafter, and neither Landlord nor Tenant shall thereafter have any further obligation or liability one to the other, except. for indemnifications which survive the termination of this Lease. 21. Waiver of Subrozation. Landlord and Tenant severally waive any and every claim which arises or may arise in its favor and against the other during the term of this Lease for any and all loss of, or damage to, any of its property located within or upon, or constituting a part of, the Premises, which loss or damage is covered by valid and collectible fire and extended coverage, general liability, liquor liability or worker's compensation insurance policies, to the extent that such loss or damage is recoverable thereunder. Inasmuch as the above mutual waivers will preclude the assignment of any aforesaid claim by way of subrogation (or otherwise) to an insurance company (or any other person), Landlord and Tenant severally agree immediately to give to each insurance company which has issued to it policies of insurance, written notice of the terms of said mutual waivers, and to have said insurance policies properly endorsed, if necessary, to prevent the invalidation of said insurance coverages by reason of said waivers. 22. Force Maieure. Except for any obligation to pay money, the time for performance by Landlord or Tenant of any term, provision or covenant of this Lease shall be extended by time lost due to delays resulting from acts of God, strikes, unavailability of building materials, civil riots, floods, material or labor restrictions or actions by governmental authority, 30 sAlegalke\sites\namac\ readingUeasellease 8.doc 4,~ enforcement of governmental regulations or requirements, and any other cause not within the control of Landlord or Tenant, as the case may be. 23. Commissions. Tenant represents and warrants to Landlord that Tenant was not introduced or shown the Premises or Walkers Brook Crossing by any real estate broker or sales person other than The Wilder Companies. In reliance thereupon, Landlord agrees to indemnify and hold Tenant harmless from any loss, liability, damage, cost, or expense (including, without limitation, reasonable attorney's fees) paid or incurred by Tenant by reason of any claim to any broker's, fmder's, or other fee in connection with this transaction by any party claiming by, through, or under Landlord. In this regard, Landlord agrees to pay The Wilder Companies a commission in connection with the execution of this Lease pursuant to a separate agreement. Tenant agrees to indemnify and hold Landlord harmless from any loss, liability, damage, cost or expense (including, without limitation, reasonable attorney's fees) paid or incurred by Landlord by reason of any claim to any broker's, finder's, or other fee in connection with this transaction by any party claiming by, through, or under Tenant or anyone other than The Wilder Companies claiming to have introduced Tenant to the Premises. 24. Landlord-Tenant Relationship. It is further understood and agreed that Landlord shall in no event be construed or held to be a partner, joint venturer or associate of Tenant in the conduct of Tenant's business, nor shall Landlord be liable for any debts incurred by Tenant in Tenant's business; but it is understood and agreed that the relationship is and at all times shall remain that of landlord and tenant. 25. Assignment and Subletting. (a) Tenant may assign this Lease or sublet the whole or any part of the .Premises without the prior written consent of Landlord. Any such assignment or subletting shall be subject to and upon all of the terms, provisions and covenants of this Lease including, without limitation, the use requirements set forth in Section 7. Landlord agrees to enter into a non-disturbance agreement and give an estoppel letter to any assignee or sublessee to which Landlord consents or for which Landlord's consent is not required, upon written request for such assignee or sublessee, the form of which shall be similar in nature to the form of agreement required of lenders under Paraaranh 20 hereof and shall otherwise be reasonably acceptable to such assignee or sublessee. In the event Tenant desires to sublease a portion of the Premises, Tenant will give notice thereof to Landlord, and Landlord shall have ten (10) days to determine whether to terminate this Lease. If Landlord so elects to terminate, Landlord shall provide tenant written notice and shall comply with the terms of Paragraph 7(c) regarding payment for Tenant's unamortized value of the Improvements. (b) No assignment or subletting or collection of rent from the assignee or sublessee shall be deemed to constitute a novation or in any way release Tenant or any guarantor from further performance of its obligations under this Lease, and Tenant shall continue to be liable under this Lease for the balance of the Primary Term and any Renewal Term with the same force and effect as if no such assignment had been made; provided, however, that Landlord shall be deemed to have released Tenant from all obligations under this Lease if Tenant's assignee (or its parent entity which guarantees 31 s:\legat\re\sites\mamac\reading\lease\tease 8.doc this Lease) has a net worth as of the date of the assignment greater than or equal to TWO } HUNDRED FIFTY MILLION DOLLARS ($250,000,000), and Tenant's assignee assumes in writing the performance of all of the terms, provisions and covenants of this Lease as required in subparagraph (a) above. (c) Should Landlord sell, exchange or assign this Lease or the fee ownership of the Land (other than a mortgage or a conditional assignment as security for a loan), then Landlord, as transferor, shall be relieved of any and all obligations on the part of Landlord accruing under this Lease from and after the date of such transfer, provided that Landlord's successor in interest shall (i) assume such obligations under this Lease and under the REA as Owner of Landlord's Property, except for Tenant's obligations specified under this Lease, from and after such date and (ii) have a net worth as of the date of the assignment greater than or equal to Landlord's net worth at the time of the transfer or, if not, the assignee can otherwise demonstrate by commercially reasonable means that it is financially viable and able to perform all of Landlord's obligations under the Lease and the REA. Notwithstanding the foregoing to the contrary, Landlord shall not be entitled to effectuate any such transfer prior to the time that it completes its work obligations set forth in Para rg aanh 3(b), Paragraph 3(c) and Paragraph 3(d) hereof, respectively. 26. Memorandum of Lease: Commencement and Termination Agreement. A short-form memorandum of this Lease, in the form attached hereto as Exhibit G. shall be executed by Landlord and Tenant contemporaneously with the execution of this Lease. Tenant agrees not to file the Memorandum of Lease of record until the expiration (or Tenant's earlier waiver) of the Conditions Period set forth in Paraizranh 6 hereof (without termination of this Lease by Tenant in accordance therewith). Upon any termination of this Lease, Tenant shall execute such document(s) as Landlord shall reasonably request to remove such memorandum of .record, which obligation shall survive the expiration or other termination of this Lease. Landlord and Tenant agree that promptly after the Rent Commencement Date of this Lease, a Commencement and Termination Agreement, substantially in the form attached hereto as Exhibit H. shall be executed by each party in order to establish the Rent Commencement Date and the date of termination of the Primary Term of this Lease. 27. Notices and Pavments. Any notice, document or payment required or permitted to be delivered or remitted hereunder or by law shall be deemed to be delivered or remitted, whether actually received or not, (a) when delivered in person, (b) two (2) business days after such item is deposited in the United States mail, postage prepaid, certified or registered, return receipt requested (except for any payment of Base Rent or other monetary amounts which shall be deemed to be remitted, whether actually received or not, two (2) business days after such item is deposited in the United States mail, first class postage prepaid), or (c) one (1) business day after such item is deposited for overnight delivery or two (2) business days after such item is deposited for second day delivery with Federal Express or other generally recognized overnight courier, shipping charges prepaid, addressed to the appropriate party hereto at its address set out below, or at such other address as it shall have theretofore specified by written notice delivered in accordance herewith: 32 s:\legal\re\sites\mamac\reading\lease\lease 8.doc e' 00 . 1~ J6 LANDLORD TENANT Walkers Brook Crossing, L.L.C. 1266 Furnace Brook Parkway Quincy, Massachusetts 02169 Attn: Mark Dickinson Tax ID No. 04-3563225 With copies of notices to: Goodwin Procter LLP Exchange Place 53 State Street Boston, Massachusetts 02109 Attn: Eric M. Labbe, Esq. Brinker Massachusetts Corporation 6820 LBJ Freeway Dallas, Texas 75240 Attn, General Counsel Tax ID No. 75-2616175 With statements and billings to: Brinker International, Inc. 6820 LBJ Freeway Dallas, Texas 75240 Attn: Property Accounting Roman's Macaroni Grill 4315 (Reading, MA) If and when included within the term "Landlord" there is more than one person or legal entity, all shall jointly arrange among themselves for one among their numbers to receive at one specified address all such notices and payments; all parties included within the term "Landlord" shall be bound by notices delivered by Tenant in accordance with the provisions of this Paraeranh 27 as if each had received such notice. All parties included within the term "Tenant" shall be bound by notices delivered by Landlord in accordance with the provisions of this Para:rranh 27 as if each had received such notice. Tenant agrees to copy any holder of a mortgage lien on any notice of default Tenant sends to Landlord, if the holder of a mortgage lien has requested in writing to Tenant that it desires to receive notice of any defaults by Landlord under this Lease and provides Tenant with a valid address and appropriate party to which such notices shall be sent. 28. Default. (a) Each of the following events shall be a "Tenant Event of Default" under this Lease: (i) Tenant shall fail to pay any installment of rent or other monetary payments required as and when the same shall become due and shall not cure such default within ten (10) days after written notice thereof is given by Landlord to Tenant; provided, however, if Tenant fails to timely make any payment of regularly scheduled installments of Base Rent twice in any twelve (12) consecutive calendar months, and Landlord has sent notice of such failure with each such failure, no notice shall be due from Landlord for any additional similar failures in the twelve (12) calendar month period, the same being a default if payment is not made within ten (10) days of being due; (ii) Tenant shall fail to comply with any term, provision or covenant of this Lease, other than the payment of monetary amounts, and shall not cure such failure within thirty (30) days after written notice thereof is given by Landlord to 33 4~ s:\legal\re\sites\mamac\reading\lease\lease 8.doc Tenant (provided that if such default cannot reasonably be cured within thirty (30) days, then Tenant shall have an additional reasonable period of time within which to cure such default provided that Tenant shall duly commence to cure within thirty (30) days and thereafter diligently pursues such cure to completion); (iii) Tenant shall be adjudged insolvent, make a transfer in fraud of creditors or make an assignment for the benefit of creditors; (iv) Tenant shall file a petition under any section or chapter of the Bankruptcy Reform Act of 1978, as amended, or under any similar law or statute of the United States or any state thereof, or Tenant shall be adjudged bankrupt or insolvent in proceedings filed against Tenant thereunder; or (v) A receiver or trustee shall be appointed for all or substantially all of the assets of Tenant and Tenant shall not have had such appointment discharged within thirty (30) days after Tenant receives written notice of such appointment. (b) Upon the occurrence of any Tenant Event of Default, Landlord shall have the option to pursue any one or more of the following remedies without any further notice or demand whatsoever: (i) Terminate this Lease, in which event Tenant shall immediately surrender the Premises to Landlord, and if Tenant fails so to do, Landlord may, without prejudice to any other remedy which it may have for possession or arrearages in rent, enter upon and take possession of the Premises and expel or remove Tenant and any other person who may be occupying the Premises, or any part thereof, by force if necessary, without being liable to prosecution or, for any claim for damages; and Tenant agrees to pay to Landlord on demand the amount of all loss and damage which Landlord may suffer by reason of such termination, whether through inability to relet the Premises on satisfactory terms or otherwise; (ii) Enter upon and take possession of the Premises and expel or remove Tenant and other persons who may be occupying the Premises, or any part thereof, by force if necessary, without being liable to prosecution or for any claim for damages, and relet the Premises, as Tenant's agent, and receive the rent therefor; and Tenant agrees to pay Landlord on demand any deficiency that may arise by reason of such reletting; or (iii) Enter upon the Premises, without being liable to prosecution or for any claim for damages, and do whatever Tenant is obligated to do under the terms of this Lease; and Tenant agrees to reimburse Landlord on demand for any reasonable and necessary expenses which Landlord may incur in thus effecting compliance with Tenant's obligations hereunder. 34 s:\legallre\sites\namac\reading\lease\lease 8.doc o~' In addition to the foregoing, upon the occurrence of any Tenant Event of Default, 1 Tenant shall pay to Landlord all costs and expenses (including but not limited to reasonable attorney's fees, court costs, expert witness fees and brokers' commissions) that Landlord incurs in exercising or enforcing its rights hereunder or in mitigating its damages. Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the other remedies herein provided or any other remedies provided by law, nor shall pursuit of any remedy herein provided constitute a forfeiture or waiver of any rent due to Landlord hereunder or of any damage accruing to Landlord by reason of the violation of any of the terms, provisions and covenants herein contained. Forbearance by Landlord to enforce one or more of the remedies herein provided upon the occurrence of a Tenant Event of Default shall not be deemed or construed to constitute a waiver of such default. (c) Each of the following events shall be a "Landlord Event of Default" under this Lease: (i) Landlord shall fail or refuse to pay any sum of money payable hereunder when due, and the failure or refusal continues for ten (10) days after written notice thereof is given by Tenant to Landlord; or (ii) Landlord shall fail or refuse to comply with any term, provision, or covenant of this Lease, other than provisions for the payment of money, and does not cure the failure or refusal within thirty (30) days after written notice thereof is given by Tenant to Landlord (provided that if such default cannot reasonably be cured within thirty (30) days, then Landlord shall have an additional reasonable period of time within which to cure such default). (d) Upon the occurrence of any Landlord Event of Default, Tenant shall have the option to pursue any one or more of the following remedies without any further notice or demand whatsoever: (i) Cure the Landlord Event of Default and in connection therewith pay or incur reasonable expenses. Notwithstanding the foregoing, Tenant shall not have such right to cure a Landlord Event of Default set forth in Paragraph 28(O ii in the event Landlord or its mortgagee takes action to cure such default within the cure period therein provided, but is unable, by reason of the nature of the work involved, to cure the same within such period, provided Landlord or its mortgagee (whoever commences such work) continues such work thereafter diligently and without unnecessary delays. Additionally, Tenant shall have the right to remedy any default of an emergency nature, in the event Landlord or its mortgagee fails to commence to cure any default creating an emergency situation promptly upon being given notice which is reasonable under the circumstances, and Tenant shall have the right to remedy such a default without notice (if the giving of notice is not reasonably practicable) in the event of an emergency. All sums so expended or obligations incurred by Tenant in 35 sAlegal\re\sites\mamac\reading\lease\lease 8.doc 4 connection with the foregoing, plus interest thereon at a rate per annum equal to the Default Rate from the date such expenses are billed until repayment, shall be paid by Landlord to Tenant upon demand, and if Landlord fails to reimburse Tenant, Tenant may, in addition to any other right or remedy that Tenant may have, deduct such amount from subsequent installments of any rent or other payments hereunder which become due to Landlord; or (ii) Terminate this Lease by giving written notice to Landlord, after which Tenant shall have no fitrther liabilities or obligations hereunder; provided, however, if it is reasonably practical for Tenant to cure a Landlord Event of Default by exercise of the remedy in Para rya h 28(dZ(i) above, Tenant shall exercise such remedy in lieu of the remedy in this subparagraph (ii). Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the other remedies herein provided or any other remedies provided by law, nor shall pursuit of any remedy herein provided constitute a forfeiture or waiver of any damage accruing to Tenant by reason of the violation of any of the terms, provisions, and covenants herein contained. Forbearance by Tenant to enforce one or more of the remedies herein provided upon the occurrence of a Landlord Event of Default shall not be deemed or construed to constitute a waiver of such default. 29. [Intentionally deleted]. 30. Reasonable Cooveration. During the term of this Lease, the parties agree to reasonably cooperate in a timely manner with each other in connection with the obtaining and renewal of all licenses and permits which either party may need to operate.on the Premises. Such cooperation by Landlord may include the disclosure of information on Landlord. Tenant agrees to hold any such information confidential and to obtain the same only to the extent needed for the purposes of obtaining or renewing the license or permit for which such information is required by the governmental authorities. Any such information will be used by Tenant only for the purpose of obtaining such permits and licenses. All costs associated with obtaining or renewal of its permits and approvals shall be borne by Tenant. 31. Landlord's Contineencies. (a) Anything herein to the contrary notwithstanding, Tenant agrees that Landlord shall be entitled to terminate this Lease by written notice delivered to Tenant prior to the date when Landlord delivers the Land to the Tenant pursuant to Paragraph 3(b), in the event Landlord discovers that contamination or other conditions exist on the Premises or other portions of the Landfill which would increase materially the cost or time of the Landfill closure or site preparation for a commercial structure to be used for a restaurant, or would subject Landlord to potential liabilities. (b) Landlord shall also be entitled to terminate this Lease prior to the end of the Conditions Period by written notice to Tenant in the event Landlord is unable to obtain the necessary permits and approvals of all applicable public or governmental s:\tegat\re\sites\mamac\reading\lease\lease 8.doc 36 q 101 authorities beyond all relevant appeal periods as will permit Landlord to develop the Center, permit Tenant to apply for a building permit for the Improvements, and permit Tenant to operate the Premises in accordance with this Lease. Landlord agrees to use due diligence and reasonable efforts to obtain such permits and approvals. (c) If Landlord terminates this Lease pursuant to this Paragraph 31. Landlord shall reimburse Tenant for its reasonable out-of-pocket expenses, not to exceed $75,000 for Tenant's pre-construction development costs. 32. Miscellaneous. (a) No Further Obligations. In the event this Lease is terminated pursuant to a right to do so herein contained, neither Landlord nor Tenant hereto shall thereafter have any further obligation or liability one to the other, and this Lease shall be of no further force or effect, except for responsibility for environmental conditions caused by a party and indemnities which expressly survive termination. Nevertheless, if this Lease is terminated by Landlord as a result of a Tenant Event of Default, this provision shall not release Tenant from its continuing obligations to pay rent and other sums to Landlord as provided in this Lease. (b) Captions. The captions used in this Lease are for convenience only and shall not be deemed to amplify, modify or limit the provisions hereof. (c) Gender. Words of any gender used in this Lease shall be construed to include any other gender, and words in the singular shall include the plural and vice versa, unless the context otherwise requires. (d) Binding Effect. This Lease shall be binding upon and shall inure to the benefit of Landlord and Tenant and their respective heirs, legal representatives, successors and assigns. (e) Entire Agreement. The Exhibits annexed to this Lease are hereby incorporated by reference in their entirety with the same force and effect as if they were set forth in this Lease in their entirety. This Lease contains the entire agreement of Landlord and Tenant with respect to the subject matter hereof and can be altered, amended or modified only by written instrument executed by both of such parties. (f) Time of the Essence. It is expressly agreed by Landlord and Tenant that time is of the essence with respect to this Lease. In the event the date for performance of an obligation or delivery of any notice hereunder falls on a day other than a business day, then the date for such performance or delivery of such notice shall be postponed until the next ensuing business day. Any references to "business days" contained herein are references to normal working business days (i.e., Monday through Friday of each calendar week, exclusive of Federal holidays). (g) Severabilitv. If any term or provision, or any portion thereof, of this Lease, or application thereof to any person or circumstance shall, to any extent, be invalid s:\legal\re\sites\mamac\reading\lease\lease 8.doc 37 q1 os } or unenforceable, the remainder of this Lease, or the application of such term or provision l to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law. (h) Multiple Counterparts. This Lease may be signed in counterparts with the same force and effect as if all required signatures were contained in a single, original instrument. (i) Attornevs' Fees. In the event of litigation between the parties to enforce this Lease, the prevailing party in any such action shall be entitled to recover reasonable costs and expenses of suit, including, without limitation, court costs, attorneys' fees, and discovery costs. 0) Applicable Law. This Lease shall be construed, interpreted, and enforced pursuant to the applicable laws of the state in which the Premises are located. (k) Authorized Representative. If either Landlord or Tenant is a business entity each individual executing this Lease on behalf of the business entity represents and warrants that he or she is duly authorized to execute and deliver this Lease on behalf of the business entity, and that this Lease is binding upon the business entity. If either Landlord or Tenant is a business entity, the persons executing this Lease on behalf of Landlord or Tenant hereby covenant and warrant that (a) Landlord or Tenant, as applicable, is a duly qualified business entity and all steps have been taken prior to the Effective Date to qualify Landlord or Tenant to do business in the State in which the Premises are located; (b) all franchise and corporate taxes have been paid to date; and (c) .ail future forms, reports, fees and other documents necessary to comply with applicable laws will be filed when due. (1) Guarantv. As an inducement to Landlord to enter into this Lease, Tenant agrees and acknowledges that its obligations under this Lease shall be guaranteed during the Primary Term and any Renewal Terms by its parent corporation, Brinker International, Inc., a Delaware corporation ("Guarantor"), pursuant to a Guaranty of Lease Agreement executed in favor of Landlord contemporaneously with the Effective Date of this Lease, in the form of Exhibit I attached hereto. (m) Limited Landlord Liabilitv. It is understood and agreed that Tenant shall look solely to the estate and property of . Landlord in Landlord's Property and the Premises (including the rentals therefrom or to the net proceeds of sale thereof for the satisfaction of Tenant's remedies for the collection of a judgment (or other judicial process) requiring the payment of money by Landlord in the event of any default or breach by Landlord with respect to any of the terms, covenants and conditions of this Lease to be observed or' performed by Landlord, and no other property or assets of Landlord or of its partners, members, beneficiaries, co-tenants, shareholders, or principals (as the case may be) shall be subject to levy, execution or other enforcement procedures for the satisfaction of Tenant's remedies. Nothing in this Paragraph 32(m) shall be i -0 38 s:\legal\re\sites\tnamac\reading\lease\lease 8.doc construed to impair or prohibit Tenant from offsetting against rent in accordance with the express terms of this Lease. (n) Estoppels. Each party agrees, at any time and from time to time, on or prior to the thirtieth (30th) day following a written request by the other parry, to execute and deliver to the other a statement certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and, stating the modifications), certifying the Rent Commencement Date and the expiration date of the Lease Term and the dates to which the Base Rent has been paid, stating whether or not, to the best knowledge of the signer, the other party is in default in performance of any of its obligations under this Lease, and, if so, specifying each such default of which the signer shall have knowledge and stating whether or not, to the best knowledge of the signer, any event has occurred which with the giving of notice or passage of time, or both, would constitute such a default, and, if so, specifying each such event, it being intended that any such statement delivered pursuant hereto shall be deemed a representation and' warranty to be relied upon by the party requesting the certificate and by others with whom such party may be dealing, regardless of independent investigation. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 39 s:\legal\re\sites\mamac\reading\lease\lease 8.doc IN WITNESS WHEREOF, the parties hereto have executed this Lease to be effective as of the Effective Date. s:\tegal\re\sites\mamac\reading\lease\lease 8.doc LANDLORD: WALKERS BROOK CROSSING, L.L.C., a Massachusetts limited liability company By:2cr~ Its: / Date: C~•~'~ ~ZJ~~ TENANT: BRINKER MASSACHUSETTS CORPORATION, a Delaware corporation By: i , - Aa Tobin, Vice President and Assistant Secretary Date: October &q-,-2004 40 'Of EXHIBIT A LAND A Lease Area on a parcel of land located at northeasterly intersection of Walkers Brook Drive and the town line of Wakefield and Reading in the Town of Reading, in the County of Middlesex and the Commonwealth of Massachusetts bounded and described as follows: Beginning at a point on the easterly boundary line of Lot 2 approximately three hundred eleven feet (311') from the northerly sideline of Walkers Brook Drive; thence N 54057'00" W a distance of fifty and fifty nine hundredths feet (50.59') to a point; thence N 35°03'00" E a distance of eighteen and no hundredths feet (18.00') to a point; thence N 54057'00" W a distance of seventy three and thirty two hundredths feet (73.32') to a point; thence N 35°03'00" E a distance of one hundred fourteen and eighty eight hundredths feet (114.88') to a point; thence S 54°57'00" E a distance of fifty nine and seventy three hundredths feet (59.73) to a point; thence N 35°03'00" E a distance of seventy two and no hundredths feet (72.00') to a point; thence N 54°57'00" W a distance of eighteen and five hundredths feet (18.05') to a point; thence N 35°03'00" E a distance of twenty and twenty eight hundredths (20.28') to a point; thence S 54°57'00" E a distance of twenty nine and sixty eight hundredths feet (29.68') to a point; thence S 22°26'07" W a distance of one hundred thirteen and sixty eight hundredths feet (113.68') to a point; thence S 21°24'15" W a distance of one hundred seventeen and fifty two hundredths feet (117.52') to the point of beginning. The above described Lease Area contains 15,397 Sq. Ft. in the Town of Reading, Massachusetts. 4~, 09~ J' le .1y, Tr7 ff, 4v° S 545700• E 29,68' \ 8=35'0 00• E N 5457'00' IN - i_. , 1 u r a~-ti•. D 00 ~?~rI V PAPo(NO 8URA4aY -LOT 2 I 11; 7 .0urap,T IaEWMIPR0VOSm (N.1wIGP)I APPROXIMATE Paroosm u+x: 9 LEASE AREA A 3.16a Sl l 9rt0ep00 R ' u i 15,397 S.F. 5 8 (h * PROr04fa -IW Sa,Oat Y • 1 SP.IOS/300 S ,30 1 P' Po0P0YD xESTAVMANT. iI' H 1 ]P4a~s sun rLUS ral am aLr1.OtEa , j z p I ! ~ T (az surz A le 1 T aS T 4 E MP T S S el ! ( CN " S M~ a 8 (Z S Y LI aESTWx41T C (,00 SEarz i 7 W.) . ; 32 32 Vm 123 = TOM P4 314 314 ( . 7• ~ 1?+"-"-'u: F • fl j STHpMO Sw -na.e.e:,iss°.'-.;..-:f!\'-.:_.•m:®a.' s~o.~'e::o::: y. ; I NYGOAP 10 y+1: plk WNW . L ~ -'~-vcaaJ?. ° _ _ac~xc-a.~~y Y IOIR CallT101 I "Cp1°'m I TIDT 21 I nE~ IILt 21 ` , ~ _ ~ I ZONNC SIStYR PYO 04D,L Ai faiellSIPILL 04521xeT1 . ~ YYC LOT .111L1 x0.000 ST T,Ur,o3a Sr'~ T tt lox. =T SE18APt I 75 R ( 131 K ( 17i R I r-". :l _ , RES8C tk S i SONR ' ~ oa0S5 8000 VILA tats i P2 R 1 1 R 1 3.214 9 1 11.024 Sr. 1 rOC"'^-'"- I w I ].2e. SP I aa.01t Sir 1 1 rrr star i ,ss Ewosrur xrn 3~ E ~LliY3U5 /JIEA ; , xss , , S.u-• 1 , ~ use s<_ _ ns, ru S 5Y YE INO 300 5i ' •xE1. I EMME CA aRF4 -BAUOOU sW oo S Sr L 3 -843[O ww 4mz 1. 1, 2 z AIII) 3 uo - - - - I I I I 1vp U DIC> CIS t! 1 !l t 1' it it I 11 . y' a tR+ d } t i}r~, 'fit - h - R=60.25' 1=36.58 I 71T•4T3E'42• i ' t 8.66.56 L.551S it i? 9 ,t ly }S y,' '~~i ~.1 R•7 t ? i 0 t` 10'R To yg1Yy p t 1 r i, • CH. i'. ! i fI(1., S 35103'00•..W...lfq,. '~uc.u alto, Y'` S''' , I.p~~• / -3-Avy E n IT 5.8.RIH. N 72'49'10- F a ly I + tl~ it-___.. -'i'l•~3--•+--i i P OINT OF i ! d j 0,u I • .id 1 BEGINNING _ i 5 I °M- 1 IL • ~ ^ ,,fit J 20 0 3O a0 sous Ot STS] . IF s - = ' Vanam Xangan BnuNin, J= I~d0rY0T~a BarheaW Snks alsp.ee.a r.o.awl.mT 8Y`bN, Nn Hat'i!r 031 i o 4wa,aun.rvLmta~no - T " • SOe[LXfO IN6 _.TE L m ms Yt1Y1 mf011R_. OSF 6 1 1 I I 1 1 1 I I 1 1 I 1 I I 1 1 I 1 1 I 1 I 1 1 I 1 I"'•acaal Lm, Roman's Macaroni Grill W,aar aewY O,Irs Rradla8, M.___a......- Lease Exhibit Site Plan 1 ._1 •1 iiwm`• i EXHIBIT B LANDLORD'S PROPERTY Parcel 2 is a certain parcel of land shown as Lot 2A and Parcel 3 is a certain parcel of Land shown as Lot 3A on a plan entitled "Plan of Land owned by the Town of Reading in Reading, Massachusetts; prepared for Walkers Brook Crossing, LLC; prepared by Vanasse Hangen Brustlin Inc.; scale 1 inch = 100 feet; date: July 29, 2004. Title Reference: Being a portion of the land contained in the deed from the Town of Reading to Landlord recorded at the Registry as Document No. 1908 of March, 10, 2003. SOO PC S-I' YI-0, Y O t a it piNG s' a 1YA rJeLD O n n { n s y ,ter S~' ~`G~ fK 4 L _ 4 L ~ ~ ~ I ~y r ,9^ $~4 3 3 & ~ tf ~ K 3 i i 'a I t 4 J:151503.914adVd1PlanseaPannHi5tlA30/ Mahlenance_aiaa.OWC s IL '-I, , . : <1 E% LU i 5 EN I - ' EN EN v H H Maintenance Area ~i ~ I ; EN { _~I EW ~ Et' I~ _ . 1171717~ I LL i I s I -20 40 -Eeet- i ?.5k1 -"-I-- ~m cmo,.. nn fl 54`1L v. rc" w » D I cc ,_-fi r I aw ran m Doan a . vaa m*) I soy I ~I I I I i i TA 0 F- rte I i 1 4 I I - I f _ i r21 LZf r2.i) (3f :x51 I i I - 1 I I n~4ur~vaf M I ♦ • ` w J - - - 4`^ Ago Stl4L Exhibit: ~I s U, Lease Exhibit - ~ i 5 Maintenance Area l~'.,... i Walkers Brook Drive 'O`~~ Reading, Massachusetts -{W curbs is »o+ed On p!ayl Jie.-Ew ayl - IIVea.dw4 J:~555~7.UPA18Ptd®~f{GUpES~+`t:A3eae%~ a ~ c U W 4-t H H Required parking Facilities - :;,`Ti7lIllfIIIIII77i7" c . gquired Access Drive and ParkinFaci4ti<es Walkers Bgrook Drive Reading, Massachusetts i /t 1 1 lift 171111 K 1 h~ 7 1 1 Feet f I PAFKM GUWAARY - L= 2 1 RTOOO2YQn 19E0MtOi PROPOSm (HANDICAP) M 13294 Sr 0 1 VACC/300 Y ( 11 OYOS6 RC V 34.092 Y 0 1 VAC[/300 Y I 150 PROROSED RESTAUIIAHL H t SPACI/4 SGn PWS 1 eSPL014 f -i FOR L aRasr sRn M RMT4ONNr A SrAn t to W.) RrSTAVRAHT B (35 SEAM t i E 31 10 RCSTAMNT C 200 SU t T W CW. ) k O H TorN TOTAL PA 123 31. 311 STAROM 301 .A Co 10 I ZON NCI BUMMART - LOT 2 zoHE varonA i Rra cap i 4r.' I -'(o z 1 1 zdm+c dslmcr sup OHAtAY 19i0U51P~A1. dsmlal 19x, M T s 80.000 Y 1,45p.599 S^ -YTBAtea I do I YN. SpC Gt R x,A 1 x/A i aEaxxnAL sEnAa i w PT i p2 rr I 1DO rr fA055 FLOOR ASIA 1 xi 1 1291 S I n>021 Y• 1 f901PINa a1u I NA I 1- 4 i M.p24 Yw Busnx9 .-T I .1 rr I 29 ns , e rt uuF. asa SPA,z I 1ss t a9:^ uxpY.aPE Sta. I ~ s.ns-• i 99PalNONS AREA 1021958 Y^ r 1uAa ru I au I a3a^ 'E3CLOOES 5,000 7 UEZZAr1E alp 500 Y ARG "C=mcs 500 Y trCHaOCAL AACA -BAUD WW LOn 1. 2 -D 3 s ! >k .dry','. .~.•tl~~.[.,..i ,.._-.-0-i-__w...._.__- ~ 6 _ fl!5( j; EN Ili E.A N MACAMN EM jl EE I I I -Ili 11 t~!w2,_ ~I-- 20 _ 0 20 40 6CAA; N FEE1 "Ib 6d* Pr3Zv- Nb WAU5 i~ 4 } 4 1 h 1 \ ,t t Al } 6.34'4 7.30' I ' R-60.25 La36.5K ' ' . - -nv47 36 42 R.66 56' L~55 ')L . n 1 Rte) u G Q R i ~ 'C CH• ' i ( i' I t 1 I ~yY1.r fA:i N 72S49~'~10' E Vanaue Xangen BT24YU/J, in4•. ' s..9e~rte..m. nta9za HvAAdw991 BdRN, N•r H¢pb6.0110 t I SOta'lrD UNS 981GiC tXi9td95 li'lw PS'UfY. L\E111Y91xn OS 6 OO¢!R CpO,cr. 1 I t I 1 1 I I 1 1 1 I t I 1 •tA/e• 1 Itity ~ I" 1.e• u.2roi Macaroni Grill P."ft. M....._,.....,.. Permlt Site Plan C103 1150551 ot"Now i w~outsoII1~ i ,{:~55507.95h~~ /J1 ~ l p .r wr'!° to pest a ~~a+ 44' 'e ~ld a q G aee Tteu-41 nmx Via; a; •e.G~- ,~~,r.'-~;~ i J { 14 eonument 519n r qc~R p RE: ' f x Shared tf Monument :ryry_ t 111 Sign 0 4 ' 1 th{4 *a 'C•~~l~ cpwb Coro, ~f h tt ~A 3~515D3.Ot~BtePh~~{GUP£5~+`5563acce%sd~N°sWfTF1~t3T'ta.dwB U H 0 x. 1.1 Jl K 00%x'' feet 40 0 111111111 z :v'A t Snared monument Sign to 0411P NI& yt5t503AtW~p~ RFS`5t``~3evA' o _ ~ 1111111,~i _ _ w r anp„ ~ , `l r its, a~ n• d . 111111 t REStAARFDn '00 Shared Monument Sign ~~yytyiGU't' h5p\FtGURR~S~@~ / 1;151fA+'.041faieD I f / d C F5~ ~ lit ' a c H H / r ~ ,konument sign r t ' .t 'i: ~ 111111111 r, Ta - Br Dk O i 44 89 Feat tat .t ~r t qwmoov r- RE: f ShaCed Monument - 5191, T ~:t5t6>H'.OttC° ~~WIGISRE~t~~isdrt+EEY.~'iw~"~.dw 0 V y g i 75, 1t ~ 1 D 4 , FFAYA~~Y ~ i.K1 K V a 1111111.~.~, dwoop at at d o'. t"-J at ReF Shared at Monument . Sign Br6Dk j t s EXHIBIT D PRELIMINARY PLANS AND SPECIFICATIONS AND UTILITY CAPACITIES Electric: 1200 AMP/08V/3 Phase [primary and transformer coordinated by Landlord with utility provider] Gas: Line at size, flow and pressure provided by utility provider. [Tenant's standard is: 2742 CFH at 4 ounces (7" water column), downstream of meter.] Water: 2" line at flow and pressure provided by utility provider. [Tenant's standard is: 75 g.p.m. @ 45 p.s.i. (min) to 65 p.s.i. (max) at street; 15 p.s.i. @ fixtures.] Fire Protection: 6" line at flow and pressure provided by utility provider. [Tenant's standard is: 500 g.p.m.. @ 50 p.s.i.] Sanitation: Non-grease waste: 90 fixture units, 4" line at location and elevation per Landlord's utility plan (Drawing C-8). Grease waste: 90 fixture units, 4" line at location and elevation per Landlord's utility plan (Drawing C-8). EXHIBIT D, Page 1 of 4 H H t7 OQ !V Q 1'h PAWJW IRAWARY - LOT 2. REWOI09NT REMMI PROPOEED(NAt PROPOSED DMw: ].261 SF O 1 SPACE/= SF PROPOSED RETAR, 51.092 5F s 1 SPACE13W SF 120 1 1 AOPDSED RESTAURANT: t£/l SETS PW8 i Fqt EACH ENPLOiEE Fp0. tMCEST 5N6T RESTAURANT A (1S2 SEATS k 12 ENP.) 81 RESTAURMT 8 (25 SEATS N 4 UP.) 10 RESTAURANT C (m0 SEATS L T EAR.) 32 TOtX 121 TOTAL PAfpOXO 314 314 StAN0AR. 304 NMOICAP 10 ZON "O SUMMARY - LOT 2 //ppEE 1 2WE ClnTWA I REWIRED I NOT 11 !PET ( T21 PArt~ ZIXO`IG DRTRICT PLip OYF 1 IRCUSixUL R5]R _ r__ 20.000 1 FRONT SEiBACA 75 FT 1]I FT 122 FT WN. PiAlt SETRAOt 20 iT 92 R I ipp R =;!.A. 1 50 FT 1 3920R¢ I A' Do R • I fOOTWNT MEA 1 xA 1 ].224 SF I NAZI SF•• i fNrtfiNC NOWT 1 D4 R 1 20 - 1 b R Wx. OPEN SPACE 1 1>" 1 29["' 68t MEA i Nw I 1.021.958 SF~ NAA FMS i ass 1 0.3a- I • OcLuctB 5.000 . NEZ .E MO 500 SF NECHAOCAI AREA -EACWOES SDO 4 ME.-CAL AREA -RASED UPON LOTS I. 2 M0 3 km:t4 O `y I I :t t d;~`Sa-v I ~ I•IJi 1 i.. (,fir....:,,;` S` !.i N t t 41m fIX IN A X. EN yl ti ~1 N It ROMANOS i MAGAFK" GFIU AAns 12 T m psl ~t',~'i. L I 2D 0 20 SCALE R FEET _ i I ^ ! ^ I I jl.. - L-- L-3447'30' R-60.25 L=36.5(' 1 - _ t R=i CHA ff I I ) iii'. ,.•.,...•.e I IN 22'49'10" E 1 1 z .II, i1 ~ AO Im. vanasFe ttait2gm2 BPECrdl2F4 me 2k Hed4NPm.DdA6lI 8~6W. NASNgAEt1mL10 6m6M W It • PA%EOSbf FIl tl ~ i Sol% 4AQit➢ lFE9 NE2'AR WOt01A5 PESFO6®Rt: flEATR911C ELSE 6 i101 DRIREitS CO!IRtALt. . t i I i I I 1 1 I 1 I I I t I I ) I 1 i I 1 i I , IAVmrN[~,nn, I Frss. I NI,ffi i~•l°- Ilea 15.2061 Rotnano's Macaroni Grill W,DOaBlmtaRlc 'tda55arhu9au P®it C103 -~•i Site Plan . d I ilimai CM u 1 ~ .gym H •w'luwnc "~/,n~]tm'R°""D~_°w~,uym L~]~~ j•\ ~ , •enc• - nu y ra,rwn t Dlwapa ,awot p m wa. 4 _ D rR oD , ?a uvr A Din iwi1tl a+r rea tnsl ~'R IDaa ]a y a R YVn na, eanama[ nq• ! ri Weser ]%,n rtw i~ '~+~~m F y R~..u f~vvDn mR~je~m , /~,,~.lr.l~rt V+Y u~004b¢OtaCT~ Gp/IWWr(mr t1+/y~ v r Hro n Lt tt ~atoY rpa.• R !an tarn ]grsu m.ur Re.e p u Wn"'°i]R iwsax~N°awr'art a~~o~iaua~ 1'11 •._.,.e "n'°W,csuaa°`4em~i96rRt ID e - u D Mp1 a r i I \ (i I 1 ~ ~ ~eC1 ] ir auwrc w,.sm sa:,/r r uan Ya - wrm ov m w'~"'~ anvc oa ram s ato • Z roa-.-.-. n: a v]Wa aun W- o ~n R•C Y tQain---s I i L_L:1._I i I lip- ( 0 0 o!t l:l tWULSL -..--.n`e n r mYS nt twrev Me¢'OaR U! !!ro *9+R'WnR WnW ..am ~e.e'n -z o4_r n r Wlnc Irt •aa¢t aut-Dy] yt ~xa +.nD~,•awrRamn, , . I ® ~ ~ • W°°`rwlo°ncO6"+'wla°i°tla "also ~ ~y _ 4wla.aunRr ~ ~ 4t ~ wW°wo ---PaaaD.~ ~ j ~ ~ ~ ~ 'ThlaD('Caur R WSIW WINn MYL4f. aau'i 1aaCMllt ~ 11"ir p'fgM~w~bl . - _ . _ . raa.watDao; - - _ t . '.•°r!y . f r""-ur 1°"'®R"'°ic ' m '~'Ine°n"r'w.oa-•-' - i ~....,.avtc.~. m~ma,1®'-e ma.erim7,x.,'"D`a. u°pmcil,.m. 1 > ~ M.+va'": "B,oriwr°`,u. ioSL°~'oa ~ u as ME m~i - ( _ ~ ~ Rt6] (rpJ 4NRFFi W tMn DD Wt Yi(E DItVa45 + n• taint rtt]DDD (1/~• tiq anan Rm w fANIRtGrOR fi 14Ri1' .ulmnc minus Yo W= RM wxa! s4aeraDCes IS.~ ~a 1D ~NlC @ p aDW"vO°WYW, aq +1>;/~_ wwnme3 ~ tl 11nU' acorn ] M 1 FRONT ELEVATION O ~ aP.1 nrdw t$9 m Rm wR na ror ~lyR iltngl Rm Wlr DaL mOYgIM w1'~YI• a~onielo~n ~nmvn ~ ~ nvaw•auar~i "Ona ° u, aw[w anam nat ne Nnxmxwt awn. !,]-+u-u. caNxn RWlw-vn aa,u...r van va xmrt¢Maw .o w 1O°a . uw; t1]-a+sla wmca tmolsa-u» vaav xwrnu ounce r]a !w. ax[IC4 aa1 ~"'wn " ~uo¢t r]4 !In• mrtra . ]a ( i`ii=ir a ~ 1°tD nottmuva ra a c ~ usr !vt nen ro /a-t m v r t emW]wv r]o wWrtaiu,a ra . _ Roalsa]-un iI:SO• Q1R`n' )b • fiat rMi6 (aaI to N YaOC A rY2 a ix,o a ] ~a a ' ritnr scat x,R]ar Dtextt, r] u am m „ e l c p ~ ~ p ~ ~ ~ ~b~ ~na1 R of ~ tMiifl !M/®li'BP6G' SY YMy aiCl cti]IYY, CWOiCI: 4L blal R Fia Yalu (]IIPItW W _ dr I ' tYW et tatty W11Sr~iYVa sAlll~ p001YN1 r140 Crap Na Dtmt ~•✓st-14IfTE 4 nY ]YL CNntD nmR Olta1 Ain IPN_11a6 Rtn OD N YN1r M IaRAf syi WttlDiG 'aaant tatV[• C,NDLT: Rlalr®i R pii~jly"'+Na.'r 6 [le. , rr.- _ . a. yv C"at ~MIDY RYa~O raeFli' m,DGr~YU +.D e[ swt sN' amoY 4ou as oxaae ivr mt zs m cR~vr ®r, m toYa suv1' aan R YYa O4V ~"lQ (baP~ ,s_I~a~ilom~ y tat umm ~ 1' ~rl~/~imc~ t rxt u: wrm r Tuanc Rr trtr . . NOT t ISED 02 rcxem " a _ 4 031059.007 .1.~ .a.a.o1 - a~IRInYf-in+l H bd H H d ro - w ~a (9 •Y' nary ~ 4- ~111 I l I I II, =I pmt I,.CP ° I _ .43 - -TM~ REAR ELEVATION ~ m6>o a rN°~ ( I um umolnvr.~ Aye err s4 pq m Q I ~y~y~ fi Ijjl I~11 III, !III Mr] CIAUG PI[c[ ~ ( r r 5 u---- i i I I / I I I 1 I Ir i i ~!J I 1 1 i t I I I I 1 1 IS°° W ( ~ ~ I 1111 !~'I' • I I - - - I ~ mtrrN~ fan r- Yl~Mra, 0al.rpel r wlm nw t ws, ml. zxlr K mi,.1R W SYn' aWI R mfivv i ~Op "t 3 Y.rmvx ru muem •awm• r. :n ~ ,m t®.ncr el.n R amol vm ~ y 6 ~°g ~war:Ia'jirm~car~xr ow~i R , IIm41 ~ G ~~wm't 1ae~ E Af tlt MYmK~ T-CI TM.n Fm' - c r . r AIWC K latro, rwrC mn ua nmer avert R oaral cane rtoa[n :r:rte Kmuur mam tt YxYmwc nG Mme vn mnE c ea I n • Ut [ rC[ • 1 .V Wt YC R a [la [ t Y . Y mtrc K'.r.,C Dm vY !lR Y . mrt R mtmY tLL010 rMY91 tIM Txa~w Y pt~7tlo-r~iw R 14 v. itt[ l; Ri Ai =.=r girt' :run. m nwaas nm uo u uI. wrrl tmc w as¢ .m ~ , : ,5~'ht"`ie Woos OM wwt-Rum Rm 0o NJt wtE mAaecS w~®u~ 00o b/a• au ru, wm ar u ETmic mo oa~iuo i~ p 1, NIE imm nnaa.. BEA AM6ll pm i Mi11Oa o tR~i'[tm"Yrr''mr[ tuBSrM ii ttt tv t:. 7z ar el a. T u Nm mllb[h nt ccxo[n (empu-an . N MIt1 mH.R: RmGII-mi o-i ~ jslf-tm s arxv~amem n¢a aucm. TYL NTtA mnra: ai ee~roet~or~iw" ua u,.o tmtt Aupat-aoo ' ooa.a~Tr r«a rt~M R~aellu'61uW ilmK' M sD W 1 Rmx ~t,AK ar 4 e ~B~.m[m..R Bm na xtt a. a.lal Iec at .a.lw ,~a..l• mt R Iwtt Riy rF"µ"mI rosr to - -t?RI[-~I °x /GttmYxtb.RS R SmS / u a' CID 02 RIGHT ELEVATION M.[T <,glYmr,~am , nlr~ 091069.007 A202 e►^~ 1l,(~tty a 1t ' t{•"'.'.r-- t....t~s'(~{" /+~y,Jl'l 11 1t~j , Iil'~ H 4:,7 1 Ilk assayV``duipsa2S ~xyrK 1 ~ `t \ r."~...wa~p,t,_.-- ...•-.--"'•J t~~:{j:'~n euQ~loosSs~a~/tuM ..so;.ra ~';1 -!llj~~_--~~ ~ 1 l~>:~ - a"''°'"' +~~,~j:•f tip'. a . ~ t l ~ ,,o°•;y ~_--~~.y tom.--'"11 ~,a:•'• ~ h. C.t p5ea"t •y ~~5, `rte ii ~fi ' i~~ L` Val it ~ * • y;~v''° L ~ ~ V2.11 4 gal , ..••-.."'i 'fit t ~w,.r ~ i e puwar~epitBtA' 4`7 EXHIBIT E s SITE and BUILDING PAD PREPARATION REOUIREMENTS PERFORMANCE AND MATERIAL SPECIFICATIONS TO BE PERFORMED BY DEVELOPER FOR DELIVERY OF ROUGH GRADED SITE and/or BUILDING PAD Specification for Walkers Brook Crossing, Walkers Brook Drive, Reading, Massachusetts, prepared by Haley & Aldrich, Vanasse Hangen Brustlin, Inc. and Dufresne-Henry dated December 23, 2002, as updated and modified through June 9, 2003. Site Plans as prepared by Vanasse Hangen Brustlin, Site Bulletin 8, June 11, 2004, Sheets C-6 Grading, Surface Drainage and Erosion Control Plan, C-8 Utility Plan, C-10 Landscape Plan. Tenant has no approval rights over changes to the Development plans, unless they materially affect the design of the Improvements or the design of the on-site driveways, traffic islands, curbing, landscaping and lighting, or the Required Access Drive. Tenant's consent to such changes in the Development plans shall not be unreasonably withheld, conditioned or delayed. If any changes to the Shopping Center amend the Specifications and Plans identified in this Exhibit E, Landlord shall provide the revised plans to Tenant so that Tenant may coordinate Tenant's Final Plans and Specifications with Landlord's amended plans. If Landlord's amended plans are issued after Tenant has already begun preparing Tenant's plans, and Tenant incurs additional expenses to revise Tenant's plans to conform to the alterations in Landlord's amended plans, then Landlord shall reimburse Tenant for Tenant's out-of-pocket expenses to make such revisions to Tenant's plans. Upon notice by Landlord that the site and/or pad is ready for Tenant's acceptance for construction per the Lease Agreement, Tenant shall require written verification of conditions and certification of pad horizontal dimensions and vertical elevation controls by a registered professional surveyor and/or engineer, and the gas collection system was installed in accordance with Landlord's Plans. Landlord shall submit written certification that the site meets Landlord's specifications as described herein in Exhibit E and Tenant's Plans and Specifications and present substantiating field and laboratory procedures and test results by a registered professional engineer. If Tenant is not satisfied with Landlord's certification results, it shall, at its own expense, hire its own professional engineer to verify site and/or pad conditions. If such conditions do not meet the requirements of Landlord's specifications as described herein in Exhibit E and Tenant's Plans and Specifications, Landlord shall reimburse Tenant the cost of such investigation, and will promptly proceed to correct noted incomplete or unsatisfactory items at Landlord's cost. lep I H - 0- EXHIBIT F SUBORDINATION. ATTORNMENT AND NON-DISTURBANCE AGREEMENT COMMONWEALTH OF MASSACHUSETTS § COUNTY OF MIDDLESEX § THIS SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT ("Agreement"), dated as of , 200_, is made by and between BRINKER MASSACHUSETTS CORPORATION, a Delaware corporation, with a principal place of business at 6820 LBJ Freeway, Dallas, Texas 75240 (hereinafter, "Tenant"), WALKERS BROOK CROSSING LLC, a Massachusetts limited liability company, having an office c/o Dickinson Development Corp., 1266 Furnace Brook Parkway, Quincy, Massachusetts 02169 (hereinafter, "WBC"), and EASTERN BANK., with its principal place of business at (hereinafter, "Eastern Bank"), the Mortgagee under a certain Construction Mortgage, Security Agreement and Assignment granted by WBC to Eastern Bank dated (hereinafter the "Mortgage") recorded with the Middlesex South District Registry of Deeds, as Document No. on , 2004, Book Page (hereinafter, the "Registry") and under a certain Conditional Assignment of Leases and Rents granted by WBC to Eastern Bank dated (hereafter the "Assignment") recorded with the Registry in Book , Page WITNESSETH: WHEREAS, WBC is the owner of real property with.buildings and improvements located (or to be located) thereon at Walkers Brook Drive, Reading, MA 01867 (hereinafter, the "Mortgaged Premises") as further described on Exhibit A hereto; and WHEREAS; Tenant and WBC have entered into a certain Lease Agreement dated , 2004 (hereinafter, the "Lease") for a portion of the Mortgaged Premises ("Leased Premises," as further described on Exhibit B hereto), a Memorandum of which Lease is recorded/filed with the Registry on or about the date hereof; and WHEREAS, WBC has entered into financial arrangements with Eastern Bank pursuant to which WBC has granted a mortgage in the Mortgaged Premises to Eastern Bank and collaterally assigned WBC's interest in the Lease to Eastern Bank, as provided in the Mortgage; and WHEREAS, Eastern Bank has indicated that Eastern Bank required as a condition to the establishment of such financial arrangements an.agreement with Tenant as to the priority of the Lease and the relative rights of Eastern Bank and Tenant thereto. ~f ' NOW THEREFORE, in consideration of the foregoing and the mutual covenants hereinafter contained, Tenant, WBC, and Eastern Bank hereby agree as follows: 1. Consent to Assiamnent by Tenant. Tenant hereby consents to the assignment of the Lease and the rents thereunder to Eastern Bank pursuant to the terms of the Mortgage and the Assignment, and hereby agrees to be bound by the terms of the Mortgage and Assignment applicable to said assignment. Upon notification by Eastern Bank to Tenant of the exercise of Eastern Bank's rights under the Mortgage and/or Assignment, Tenant shall pay rent and any other sums payable under the terms of the Lease directly to Eastern Bank. Without limiting the foregoing, Tenant hereby acknowledges and agrees that Eastern Bank shall have no duties or obligations with respect to the Lease until Eastern Bank has notified Tenant of Eastern Bank's assumption of WBC's obligations under the Lease. 2. Covenants. Regardless of whether or not Eastern Bank has notified Tenant of the exercise by Eastern Bank of its rights under the Mortgage, Tenant hereby agrees as follows: (a) Not to cancel, terminate, surrender, amend or modify the Lease or any term thereof, nor consent to or accept any such cancellation, termination, surrender, amendment or modification thereof, nor permit any event within Tenant's control which would operate to terminate, surrender, or cancel the Lease; (b) Not, without prior written consent of Eastern Bank, to make or cause to be made, any additions, alterations, or improvements, to the Leased Premises, except as is expressly allowed by the Lease; (c) Not, without prior written consent of Eastern Bank, to assign or sublet its interest in the Premises or any portion thereof, except as is expressly allowed by the Lease; and/or (d) Not to pay rent more than one (1) month in advance. 3. Eastern Bank's Ovoortunity to Cure Default. Regardless of whether Eastern Bank has notified Tenant of Eastern Bank's exercise of its rights under the Mortgage, Tenant shall notify Eastern Bank of any default on the part of WBC under the Lease. No such default shall entitle or allow Tenant to cancel or terminate the Lease, or abate the rent or any other sums owing thereunder, or exercise any other remedy afforded by the Lease or applicable law, unless Eastern Bank fails to cure or cause to be cured, the specified default within sixty (60) days of receipt of such notice, or within such longer time as may be required for cure due to the nature of such default, provided the cure is commenced within said 60-day period and thereafter diligently prosecuted to completion, and provided that said notice is duly given, but nothing herein shall require Eastern Bank to effect such cure and same shall be at Eastern Bank's sole election. No cure of Landlord's default shall be deemed an assumption of Landlord's other obligations under the Lease. 4. Subordination of Lease. Tenant hereby agrees and acknowledges that the Lease s and any extensions of said Lease or its terms shall be subordinate and subject to the lien of the 2 Mortgage and all advances thereunder and any renewals, extensions, modifications or replacements thereof as though the Mortgage and any such renewal, extension, modification, or replacement thereof had been executed, acknowledged and delivered prior to the Lease and recorded prior to the Lease or any notice of the Lease. This provision shall be self-operative and no further instrument shall be required to confirm or perfect such subordination. 5. Attornment by Tenant. Tenant further attorns to Eastern Bank and agrees that, in the event of the exercise by Eastern Bank of its rights under the Mortgage, and the taking of possession or the acquisition of title by Eastern Bank, pursuant to the Mortgage, whether through foreclosure proceedings or otherwise, Tenant shall recognize Eastern Bank and its successors, whether through foreclosure sale or otherwise, as the landlord under the Lease and the Lease shall continue in full force and effect in accordance with its terms and Tenant and Landlord shall be bound thereby, except as may be otherwise set forth herein. Tenant agrees that any person to which Tenant shall attom hereunder (including without limitation Eastern Bank or any purchaser of the Premises by, through or under Eastern Bank) shall not be: (a) liable for any action or omission of any prior landlord under the Lease, including WBC; (b) subject to any claims or defenses which Tenant may have against any prior landlord, including WBC; (c) subject to any offsets or claims thereof, which Tenant may have against any prior landlord (including WBC), unless Eastern Bank has been provided with the notice and opportunity to cure as set forth in Section 3 above (but nothing in this Agreement shall require or imply any requirement for Eastern Bank to effect such cure); (d) bound by any rent or additional rent or other payment in lieu of rent which Tenant might have paid to any prior landlord more than a month in advance, and all such rents shall remain due and owing notwithstanding any such advance payment; (e) liable for any security deposit or other sums held by any prior landlord (including AMC); and/or (f) personally liable beyond its interest in the Leased Premises with respect to performance of the obligations of the landlord under the Lease. The foregoing attornment shall be self-operative without the execution of any other instruments on the part of either party hereto. 6. Nondisturbance by Eastern Bank. Eastern Bank hereby agrees that for so long as Tenant duly and promptly performs all its obligations and is not in default (beyond any applicable notice and cure period) under the Lease and this Agreement, Eastern Bank will not, in taking possession of or acquiring title to the Premises or otherwise exercising its rights under the Mortgage, whether through foreclosure or otherwise, disturb the use or possession and other ~k rq t rights of Tenant under the Lease and will accept Tenant as lessee under the terms and conditions and for the entire duration of the term of the Lease including any extensions or renewals pursuant to the terms of the Lease. Eastern Bank shall not, however, be bound by any amendments or modifications of the Lease made without the written consent of Eastern Bank, or by any liabilities of WBC arising under the Lease prior to the date Eastern Bank gives notice to Tenant of Eastern Bank's assumption of WBC's obligations under the Lease, and nothing herein or in the Lease shall obligate Eastern Bank to undertake or complete any construction or development obligations of the Landlord under the Lease. Provided that Tenant is not in default under the Lease beyond any applicable cure period, Eastern Bank agrees to permit application of Tenant's insurance proceeds to the restoration and repair of that portion of the Premises and the application of Landlord's proceeds shall be to the extent and upon the terms and conditions set forth in the Mortgage. 7. Extensions and Renewals. This Agreement shall include and apply to any extensions and renewals of the terms permitted by the Lease. 8. Amendments. This Agreement may not be waived, changed, or discharged orally, but only by agreement in writing and signed by Eastern Bank, WBC, and Tenant, and any oral waiver, change, or discharge of this Agreement or any provision hereof shall be without authority and shall be of no force and effect. 9. Captions. Paragraph captions are included herein for reference only, and shall in no way constitute any part of this Agreement nor define or limit any of the provisions hereof. 10. Severabilitv. The invalidity of any provision of this Agreement, as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provisions hereof. 11. Successors and Assigns. This Agreement shall be binding upon each party's respective heirs, executors, administrators, representatives, successors, and assigns and shall inure to the benefit of each party's successors and assigns. The term "Eastern Bank" shall include Eastern Bank and any purchaser of the Leased Premises by, through or under Eastern Bank pursuant to foreclosure of the Mortgage or deed in lieu thereof where the context permits or applies. 12. Notices. All notices, demands and other communications made in Agreement shall be made to the following addresses (each of which may be changed upon seven (7) days written notice to all others) given by hand, by telegram, by reputable overnight delivery service such as Federal Express, or by certified or registered mail, return receipt requested, as follows: If to Eastern Bank: Eastern Bank. 265 Franklin Street Boston, MA 02110 Attention: Douglas M. Smith, Vice President nwm a 4 If to Tenant: Brinker Massachusetts Corporation 6820 LBJ Freeway Dallas, Texas 78240-6515 Attention: General Counsel Any such notice shall be deemed received the earlier of (i) two (2) days after the mailing of such notice in accordance with the terms and conditions and to the addresses provided above, or (ii) the date on which the notice is delivered by hand or by telegram to the address and to the individual provided above. 13. Annlicable Law. This Agreement and all rights and obligations hereunder, including matters of construction, validity and performance, shall be governed by the laws of the Commonwealth of Massachusetts. Tenant submits itself to the jurisdiction of the courts of said Commonwealth for all purposes with respect to this Agreement and Tenant's relationship with Eastern Bank. 14. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts when taken together shall constitute but one agreement. The parties hereto agree that this Agreement may be executed and delivered by facsimile counterparts and such executed facsimile counterparts shall be binding on the parties hereto. [THE BALANCE OF THIS PAGE IS LEFT BLANK INTENTIONALLY. THE NEXT PAGE IS THE SIGNATURE PAGE.] ~I 3 Witness the execution hereof under seal the day and year first above written. Tenant: BRINKER MASSACHUSETTS CORPORATION, a Delaware corporation By: Jay L. Tobin Vice President (CORPORATE SEAL) Eastern Bank: EASTERN BANK By. Name: Title: WBC: WALKERS BROOK CROSSING LLC, a Massachusetts limited liability company By: 6 Mark C. Dickinson Manager (SEAL) 3y N STATE OF TEXAS COUNTY OF DALLAS, ss. , 2004 On this day of , 2004, before me, the undersigned notary public, personally appeared JAY L. TOBIN, proved to me through satisfactory evidence of identification, which were personally known to me to be the person whose name is signed on the preceding or attached document, and acknowledged to me that (he) (she) signed it voluntarily for its stated purpose. Notary Public My Commission Expires: COMMONWEALTH OF MASSACHUSETTS , ss. 200_ On this day of , 20_, before me, the undersigned notary public, personally appeared proved to me through satisfactory evidence of identification, which were , to be the person whose name is signed on the preceding or attached document, and acknowledged to me that (he) (she) signed it voluntarily for its stated purpose. Notary Public My Commission Expires: 7 COMMONWEALTH OF MASSACHUSETTS , ss. ,200_ On this day of , 2C , before me, the undersigned notary public, personally appeared , proved to me through satisfactory evidence of identification, which were , to be the person whose name is signed on the preceding or attached document, and acknowledged to me that (he) (she) signed it.voluntarily for its stated purpose. Notary Public My Commission Expires: i j EXHIBIT G MEMORANDUM OF LEASE COMMONWEALTH OF MASSACHUSETTS § COUNTY OF MIDDLESEX § THIS MEMORANDUM OF LEASE is made and entered into by and between WALKERS BROOK CROSSING, L.L.C., a Massachusetts limited liability company ("Landlord"), and BRINKER MASSACHUSETTS CORPORATION, a Delaware corporation ("Tenant"). WITNESSETH: Landlord hereby demises and leases to Tenant, and Tenant hereby takes from Landlord, that certain tract or parcel of land situated on Walkers Brook Drive consisting of approximately 15,397 square feet, more or less, for the construction of an approximately 6,921 square foot building located in the City of Reading, County of Middlesex, Commonwealth of Massachusetts, the same being more particularly described by metes and bounds on Exhibit G-1 attached hereto and made a part hereof (the "Land"), together with the non-exclusive use of all rights, privileges, easements, and appurtenances belonging or in any way pertaining thereto, but subject to the Permitted Exceptions listed on Exhibit J to the Lease and the Governmental Permits, Approvals and Orders listed on Exhibit K attached to the Lease, and together with any building or other improvements erected and/or to be erected thereon (the "Improvements" and, together with the Land, the "Premises"), TO HAVE AND TO HOLD the same for a primary term of fifteen (15) years (commencing as provided in the Lease described hereafter), with four (4) renewal terms of five (5) years each, all pursuant and subject to the terms, conditions, and stipulations contained in that certain Lease Agreement dated , 2004 (the "Lease") by and between Landlord and Tenant, to which reference is made for all purposes of which it is intended hereby to give notice. The Premises are situated in and constitute a -part of a development located off of Walkers Brook Drive, and locally known or to be known as Walkers Brook Crossing (the "Development"). The Development is shown on the site plan attached hereto as Exhibit G-3 (the "Site Plan"). Parcel 1 (a/k/a the "Condominium Parcel") is intended to be comprised of two or more units. Parcels 2 and 3 are owned by Landlord and described on Exhibit F-2 attached hereto and made a part hereof ("Landlord's Property"). The Premises are located on and constitute a portion of Parcel 2. Parcel 2 and the buildings and other improvements from time to time located thereon are hereinafter referred to as the "Shopping Center". The Lease is not conditioned upon the use or ownership of Parcels 1, 2 or 3. The Development is subject to, among other recorded documents, that certain Declaration of Reciprocal Easements and Restrictions dated as of March 10, 2003, executed by Landlord, and recorded in the office of the Registry of Deeds of Middlesex County, Massachusetts, on. March 10, 2003, as Instrument No. 1909 (the "REA"). Unless otherwise defined herein, all 1 4 ~ capitalized terms used herein shall have the same meaning as ascribed to such terms in the REA as the context requires. Notwithstanding anything herein or in the REA to the contrary, to the extent that the Premises (or Tenant's rights, obligations and/or interest under this Lease) would be materially adversely affected, Landlord shall not consent to any proposed amendment to, or termination of, the REA (or give its consent or non-consent to any proposition when it has a right to do so under the REA) without the prior written consent of Tenant, which consent shall not be unreasonably withheld, delayed or conditioned. During the term of the Lease, including any and all Renewal Terms, except for Tenant, Landlord shall not allow to operate on Landlord's Property another restaurant which both (i) serves alcoholic beverages, and (ii) has a menu primarily featuring Italian food or pizza. With respect to an operator of a pizza establishment, Landlord shall only be permitted to lease a portion of the Shopping Center to a food service provider primarily offering pizza so long as the size of the space is limited to 2,000 square feet or less and no alcoholic beverages are offered or served. However, should Landlord be permanently estopped by any governmental or judicial authority from performing under this subparagraph, then this subparagraph shall be modified to such an extent as to take into account the parties' original intent and to permit Landlord the ability to enforce the same under applicable law. This Exclusive Use provision shall not apply to the Condominium Parcel or to Parcel 3. This Exclusive Use provision shall be void in the event Tenant has not had the Premises open to the public or has not continuously operated its business in the Premises or Tenant or any assignee or sublessee of Tenant is not using the Premises as a restaurant primarily featuring Italian food or pizza, for a period in excess of one hundred eighty (180) consecutive calendar days for reasons other than as set forth in the last sentence of Parag~ranh 7(c) of the Lease. This provision shall not apply during any holding-over period or periods when Tenant occupies the Premises as a tenant at sufferance or tenant at will without Landlord's consent to Tenant's continued occupancy, which consent may be evidenced by a written agreement or the ongoing negotiations by the parties to enter into an extension agreement or new lease. This provision shall be reinstated at such time as an extension term is agreed to by the parties. During the term of the Lease, including any Renewal Terms, Tenant and its employees, representatives, customers and invitees shall have the non-exclusive right to use the Common Areas for the purpose of pedestrian and vehicular ingress, egress and parking over all access and entrance drives and over all parking areas of the Shopping Center, and except for the Pylon Sign and Monument Sign at the entrance drive, Landlord agrees not to erect, construct or install, or otherwise permit the erection, construction or installation of, any subsequent signage, buildings, or other improvements in the Shopping Center, or make any changes to the Common Area which would obstruct or diminish the visibility of, or the access and proximity to, the Premises from nearby public thoroughfares, intersections, parking areas, and the Common Area in the area of the Shopping Center labeled "No Build Area", as depicted on the Site Plan; provided, however, that Landlord may permit a kiosk for ATM purposes only, not to exceed 900 square feet in size, in the "Kiosk Permitted Area" shown on the Site Plan. Landlord also agrees not to lease or sell, or otherwise permit the lease or sale of, any portion of the Shopping Center for a restaurant use in the area of the Shopping Center labeled "No Restaurant Area", also as depicted on the Site Plan. During the term of the Lease, including any Renewal Terms, Landlord does hereby covenant that Tenant, Tenant's employees, representatives, customers and invitees shall have the ,3g j non-exclusive use of Required Access Drive, such use to be in common with others entitled thereto, including, but not limited to, the owners, tenants, and invitees of Parcels 2 and 3 and abutters, if Landlord grants rights to such abutters, which Landlord expressly reserves the right to do. Landlord agrees that the Required Access Drive shall at all times remain available for Tenant's use in common with others and, except as provided in Paragraph I a of the Lease, shall not be reconfigured or relocated without Tenant's prior written consent, which consent shall not be unreasonably denied, delayed or conditioned. This Memorandum of Lease is not intended to alter or supersede the Lease, and in the event of any conflict between this Memorandum of Lease and the Lease, the provisions of the Lease shall control. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 3 IN WITNESS WHEREOF, Landlord and Tenant have executed this Memorandum of Lease to be effective as of the latest of the dates set forth below. LANDLORD: WALKERS BROOK CROSSING, L.L.C., a Massachusetts limited liability company By: Its: Date: TENANT: BRINKER MASSACHUSETTS CORPORATION, a Delaware corporation By: Jay L. Tobin, Vice President and Assistant Secretary Date: 4 ACKNOWLEDGMENT STATE OF TEXAS § COUNTY OF DALLAS § This instrument was acknowledged before me on this day of , 2004, by Jay L. Tobin, Vice President and Assistant Secretary of BRINKER MASSACHUSETTS CORPORATION, a Delaware corporation, on behalf of said corporation. NOTARY PUBLIC, STATE OF TEXAS My Commission Expires: ACKNOWLEDGMENT THE COMMONWEALTH OF MASSACHUSETTS COUNTY OF , 2004 Then personally appeared the above named and acknowledged the foregoing instrument to be his free act and deed as of WALKERS BROOK CROSSING, L.L.C., a Massachusetts limited liability company. Before me, Notary Public Printed Name: My Commission Expires: LANDLORD'S ADDRESS,: Walkers Brook Crossing, L.L.C. 1266 Furnace Brook Parkway Quincy, Massachusetts 02169 Attn: Mark Dickinson TENANT'S ADDRESS: Brinker Massachusetts Corporation 6820 LBJ Freeway Dallas, Texas 75240 Attn: General Counsel AFTER RECORDING RETURN TO: Sandra Riddels Brinker International, Inc. 6820 LBJ Freeway Dallas, Texas 75240 } EXHIBIT H COMMENCEMENT AND TERMINATION AGREEMENT THIS AGREEMENT (the "Agreement") is entered into this day of , 20_, by and between WALKERS BROOK CROSSING, L.L.C., a Massachusetts limited liability company ("Landlord"), and BRINKER MASSACHUSETTS CORPORATION, a Delaware corporation ("Tenant"). WITNESSETH: WfIEREAS, Landlord and Tenant entered into a Lease Agreement dated . , 2004, for certain real property (the "Premises") located in the City of Reading, County of Middlesex, Commonwealth of Massachusetts (together with any amendments thereto, the "Lease"); and WHEREAS, it is the desire and intent of Landlord and Tenant to clearly define the terms of said Lease. NOW, T IEREFORE, it is agreed by and between Landlord and Tenant that: 1. The Rent Commencement Date of the Lease is , 20-. 2. The Primary Term of the Lease commenced on 20 , and shall terminate at 11:59 p.m., , time, on , 20_. 3. The Lease provides for four (4) Renewal Terms of five (5) years each. 4. Tenant has the right to exercise each option by providing Landlord with written notice of its election to renew no later than prior to the expiration of the Primary Term or prior Renewal Term, as applicable. 5. The Lease is now in full force and effect and all terms and conditions of the Lease are hereby ratified and confirmed. Landlord and Tenant agree that this document will not be recorded in any public records including the real estate records of the county where the Premises are located. 1 IN WITNESS WHEREOF, Landlord and Tenant have executed this Agreement as of the day and year first above written. LANDLORD: WALKERS BROOK CROSSING, L.L.C., a Massachusetts limited liability company By: Its: TENANT: BRINKER MASSACHUSETTS CORPORATION, a Delaware corporation By: Jay L. Tobin, Vice President and Assistant Secretary q'~ 2 EXHIBIT I GUARANTY OF LEASE AGREEMENT 1. The undersigned Guarantor (herein so called), in consideration of the direct and material benefits that will accrue to Guarantor, and for the purpose of inducing Walkers Brook Crossing, L.L.C. ("Landlord") to enter into that certain Lease Agreement dated , 2004 (the "Lease"), with Brinker Massachusetts Corporation ("Tenant"), a subsidiary of Guarantor, regarding the location for a Romano's Macaroni Grill restaurant, absolutely and unconditionally guarantees the payment and performance of, and agrees to pay and perform as primary obligor, all liabilities, obligations, and duties (including but not limited to payment of rent) imposed upon Tenant under the terms of the foregoing Lease. 2. Guarantor expressly waives notice of acceptance of this Guaranty, demand, notice of dishonor, protest or notice of protest of every kind, notice of any and all proceedings in connection with the Lease (including notice of Tenant's default under the Lease), diligence in collecting any sums due under the Lease or enforcing any of the obligations under the Lease, bringing of suit and diligence in taking any action with reference thereto or in handling or pursuing any of Landlord's fights under the Lease. 3. Without notice to or consent by Guarantor, Landlord and Tenant may at any time, } modify, extend, amend, or make other covenants respecting the Lease as may be appropriate, including subleasing and assigning the Lease to third parties. Guarantor shall not be released but shall continue to be fully liable for payment and performance of all liabilities, obligations, and duties of Tenant under the Lease as modified, extended, or amended. 4. Guarantor recognizes that the obligations under this Guaranty are absolute and unconditional, and that Landlord and its successors and assigns shall have the right to demand performance from and proceed against Guarantor for the enforcement of the obligations under this Guaranty without the necessity of first proceeding against or demanding performance by Tenant of or with respect to any obligation under the Lease. 5. Guarantor's liability shall not be affected by an indulgence, compromise, or settlement agreed upon by Landlord and Tenant, bankruptcy or similar proceeding instituted by or against Tenant, or any Lease termination to the extent Tenant continues to be liable. 6. All payments by Guarantor will be made to Landlord at the address of Landlord set forth in the Lease. 7. In the event any condition of this Guaranty shall be found illegal or invalid for any reason, the remaining provisions shall be interpreted and construed as if the illegal or invalid provision was not part of the Guaranty. 8. This Guaranty shall be binding upon Guarantor, Guarantor's successors, heirs, and • assigns, and shall inure to the benefit of Landlord, its successors, and assigns. i 9. Notwithstanding anything to the contrary herein contained, in the event the Lease is terminated (as acknowledged in writing by Landlord) such that Tenant has no continuing liability thereunder or in the event Tenant is released from liability under the Lease (as acknowledged in writing by Landlord), this Guaranty shall be null, void, and of no further force or effect, and Landlord shall return the original hereof to Guarantor. EXECUTED this day of , 2004. GUARANTOR: BRINKER INTERNATIONAL, INC., a Delaware corporation By: 2 Jay L. Tobin, Senior Vice President A -k ~y- j EXIIIBIT J PERMITTED EXCEPTIONS The Premises are subject to the following: 1. Drainage Easements taken by the Commonwealth of Massachusetts and recorded at Middlesex South District Registry of Deeds (Registry) at Book 6666, Page 124, Book 6695, Page 502, and Book 6738, Page 1, as modified by partial release of easements from the Commonwealth recorded at Book 32031, Page 343. 2. Drainage Easement reserved by the Town of Reading (Town) in the deed from the Town to the Landlord recorded at said Registry as Document No. 1908 of March 10, 2003. 3. Declaration of Reciprocal Easements and Restrictions dated March 7, 2003 by Walkers Brook Crossing LLC recorded at said Registry as Document No. 1909 of March 10, 2003. 4. Notice of Real Property Purchase and Development Agreement between Walkers Brook Crossing LLC (Seller) and Home Depot U.S.A., Inc. recorded at said Registry as Document 1911 of March 10, 2003. 5. Notice of Real Property Purchase and Development Agreement between Walkers Brook Crossing LLC (Seller) and Jordan's Furniture Inc. recorded at said Registry as Document 1912 of March 10, 2003. 6. Construction Mortgage, Security Agreement and Assignment to Home Depot U.S.A., Inc. by Walkers Brook Crossing, LLC dated March 7, 2003 recorded at said Registry as Document No. 1913 of March 10, 2003. 7. Construction Mortgage, Security Agreement and Assignment to Jordan's Furniture Inc. by Walkers Brook Crossing, LLC dated March 7, 2003 recorded at said Registry as Document No. 1914 of March 10, 2003. 8. Notice of Assignment and Agreement by and between Walkers Brook Crossing LLC Assignor and Home Depot U.S.A. Inc., Assignee, dated as of February 21, 2001, recorded at Registry Book 32681, Page 147, as affected by UCC 1 Financing Statement from Walkers Brook Crossing, LLC to Home Depot, U.S.A., Inc., recorded April 13, 2001 at Registry Book 32681, Page 153. 9. Notice that land constitutes the present and/or former location of a solid waste disposal facility for the Town of Reading recorded at Book 14787, Page 177, as updated by instrument signed by the Town of Reading Board of Selectmen and recorded at Middlesex South District Registry of Deeds as Instrument No. 1688 of August 25, 2003. 50 1q -'Y } 10. Order of Conditions at Book 39741, Page 455. 11. Notice of Contract at Book 41665, Page 13 and Statement of Account at Book 41664, Page 15 by R.A. Francoeur Marine, Inc., as affected by the Notice of Dissolution at Book 42310, Page 197. 12. Memorandum of Lease with Brinker International ("Chili's") at Book 42179, Page 387 and related subordination with Jordan's Furniture, Inc. at Book 42179, Page 397, and with Home Depot USA Inc. at Book 42179, Page 407. 13. Three notices of Contract; one at Book 43096, Page 141 ($27,232.00); one at Book 43096, Page 144 ($4,736.00); and one at Book 43096, Page 147 ($30,192.00) imposed by Dawson Welding, Inc. as subcontractor to Capco Steel Corporation, all recorded during June, 2004. EXHIBIT K GOVERNMENTAL PERMITS, APPROVALS AND ORDERS 1. Approval as issued by the CPDC. 2. Order of Conditions issued in 1977 by the Reading Conservation Commission recorded at Registry Book 13336, Page 654, which imposes perpetual monitoring of wells and water quality, as affected by Certificate of Compliance, recorded on January 9, 2002 as Instrument No. 1141. 3. Orders of Conditions issued in 1984 by the Reading Conservation Commission recorded at Registry Book 15993, Page 354, and Book 15993, Page 357, as affected by Certificate of Compliance, recorded on January 9, 2002 as Instrument No. 1142. 4. Order of Conditions issued in 1989 by the Reading Conservation Commission recorded at Registry Book 19847, Page 261, as affected by Certificate of Compliance, recorded on January 9, 2002 as Instrument No. 1143. 5. Orders of Conditions, Reading Conservation Commission, DEP File 270-352 and RGB 2001-14, recorded September 20, 2001 at Registry Book 33678 Page 195, as affected by Extension Permits, recorded January 9, 2002 as Instruments No. 1139 and 1140, as } amended by Amended Order of Conditions recorded October 8, 2002 as Instrument No. 1289, and as further Amended by Letter dated May 27, 2004. 6. Decision and Amendment to Special Permit issued by the Community Planning and Development Commission; dated September 9, 2002 recorded November 6, 2002 as Instrument 644. 7. Sewer System Connection/Extension Permit No. W049624. 8. Administrative Consent Order (ACO-NE-03-4001) issued by the Massachusetts Department of Environmental Protection regarding the Reading Landfill, including amendment No. 7. 9. Revised Operation and Maintenance Plan, Walkers Brook Crossing, Reading, MA. Prepared by VHB, dated August 1, 2001, Revised August, 2004. 10. Decision and Second Major Modification of the Special Permit issued by Community Planning and Development Commission on the Application of Walkers Brook Crossing LLC for property addressed at Walkers Brook Drive, Reading, MA dated May 10, 2004. -1 EXHIBIT L ' l ENGINEERING AND ENVIRONMENTAL REPORTS 1. Report on Landfill - Major Modification, Walkers Brook Crossing, Phase II, Reading, MA, prepared by Haley & Aldrich, Inc., March 2004. 2. Site Plans, Walkers Brook Crossing, Issued for Phase II Permitting, Reading, MA, Latest Issue: March 19, 2004. 3. Report on Supplemental Information, Landfill - Major Permit Modification, Walkers Brook Crossing, Phase II, Reading, MA, prepared by Haley & Aldrich, Inc., June 18, 2004. 4. Site Plans, Walkers Brook Crossing, Issued for Phase II Permitting, Reading, MA, Latest Issue: June 11, 2004. 5. Foundation Design Recommendations, Proposed Phase II Retail Center, Walkers Brook Crossing, Reading, MA, Haley & Aldrich, March 22, 2004. 6. Supplemental Passive Gas Ventilation System, Chili's Restaurant Building, Walkers Brook Crossing, Reading, MA, Haley & Aldrich, April 22, 2004. X53 EXHIBIT N ACKNOWLEDGMENT OF GENERAL CONTRACTOR REGARDING AMENDED ORDER ,200 TO: Reading Conservation Commission and Walkers Brook Crossing LLC Undersigned, being a contractor engaged to participate in the development of the Romano's Macaroni Grill restaurant on Walkers Brook Drive, Reading, MA O1867, hereby acknowledges receipt of the attached copy of the Amended Order of Conditions ("Order") issued by the Reading Conservation Commission (DEP File No. and Reading By-Law File No. together with the attached plans and erosion control materials and agrees to adhere to the Construction Conditions imposed in the Amended Order as to the undersigned's activities on the property. Undersigned shall not release, discharge or spill fuel, oil or other pollutants onto the Development and shall implement all reasonable and required protective measures relative thereto, including those imposed in Construction Condition Z of the Order. [Contractor] 1. oMctt& Ctevund Ohio Dayton t)Mo Detroit Adkh4an Hartford Connecticut TCatiaaa City YiMses Las Ar►gd a C%Wd*"f4 Manchester Ncm liaftTsldra Newark New Jersey Portiand 14dhw Rochader Nevi York saw Diego CcGf*nd, Strata Barbara Arium WuhhOon Z*trtet of Coiuxbfa hsH1w.ccyriJiyra EXHIBIT O CONSULTANT RELIANCE LETTERS UNDBNt-at OUM Epic ~ C>•t?9,W1YMti[YT AL sounsom 13 August 2003 File No, 06112-600 and 700 Brinker U*w4rh,rsstts Corporation 6820 LB,i Freeway Dallas, Texas 75240 Attention: General Couvwl Subject ]report Rolisaw heading Landfill Reading, Massachusetts Ladies and Gentlemen: ~ Atd;~t~i,, tom. ~1~~ Suite 2200 Boater, MA 02124-14W Te1:617JWJ400 , Paz: 617ift.76W wWw HaleyAhMdtm= Haley iii. Aldrich, late. confir ns as Brinker Massachusetts Ceq nration ("&ittket ) tbat, ja our opinion. tlrc cnyhwanental and gaowchnlcai work prepared by Haley & Aldrich, for'QVQbrs Brook Crossing LLC, including plaits, specifications, reports, audits and assessments, except those pordom of same prepared by others ("Reports`), regarding the evalnadon, closure, maintenance and monitoring of the Reading Landfill has been conducted in accordance with generally accepted professional standards. Brinker. its successors and assigns, may rely on the krports as though they were prepared for deem provided that RdMmr, for itself sad Its-slteeeesam and assigns, ngrecs to be bouua to the attached "standard Tens and Conditions"_datrA March 1994 (94-11) which is incorporated herein, except that the litnitation of ]:ability a3 cxpttswd in aalcle 16 shall be limited to $50.000. This reliance is contingent on receipt by Haley & Aldrich of a signed copy of this letter. within 30 days, by an authorized representa0ve of Brinker, signifying its ZWApM= of the foregoing. There am no other confirmations, express or implied. This confirmation is sololy for the bcncfit of BdrJwr and grants no right to any third pariy. since yetis. Y AMP-W.R.INC. ~r von 1t. Kraemer Seaidr V-ke Presidctu Attachutent G:VQ6tt~PoS+~16riN~a06 U03~ac Page 1 of 6 Agreed and accepted as stated above, For By By Date (The Patty Seeking to Rely) (print or type name) (signature) A 154 N Standard Te"M mod conditiooa 1. tavaeral The following &andard Terms and Conditims, togs deer with tits attached Proposal and Standard Fee Sdtedule conrtuute cite Agrd'mmmi between Haley & Aldrich, hie, ('RW) and the entity esrpatson to whom the prapasal is addressed ("Cliwa") for did parcrhmaesa of bostts or Wdiidoriai services. 77* Standard lice Schedule may be omitted for Lump $um type Aflreerrhhentl. Z_ SUIS trrface 1110kc Client recognizes that speolal risks occur whenever eaineerbut or related diaciplimm are applied to 1464tify Sdarace cotdidoos. Even a oopeprehensive sampling atW tasting pa+aatam, hplememed with appropriate comp"ac"t and eesperiuwad personnel under the direction of a tr'almod pra&ftieonal who familorts In accordance with ae Vmrerrssloaal stwAsM ofpracnoe may floc to dewat certain hidden ew4kions. Ravkonme nal, geological, a"d gaotecMiml eond'dooo that TUkA nary hett:r to caiat between sampling polatc may'dif'rbr etignifieadtetly from those dal actually exlsc 'Chou passage of acre also umm be considee<rad. mA.Clieent recognizes that due to natural accufftom or &*et or indirect burn" inmrventi6m at or near the Site, actual eoaoditiene may quickly ciaegc; Client raalige:s that nothing can be dorm to clitahMo thew riots altagedw.'but oartana twhnittm an be applied w raduca diem to a level tfAt may W tolerable, H& A IS evaiw4c to explaia UWW ristta 304 risk remrtiott tnetltaela: in any event, the servkms imiuded in this Afire amem are thou wb'enh Client egrmod to, or sdocuett, consivont u+idt Client's risk pr>ef6rences and otim cotaieierailaas. 3. Per tatnttmft of $*vice $ H&A's sen►icc's "-If be parforn+ed in ac>aorduuae with ecaerally scowed prat=; of engimxrs and/or aclentiats Pro'48 aimllar sewhm at tt6e same tune, in rha wale [beak, and under Alas eitttattiatances.• No warranty, exptesa at implied, is iaclada:l ar. hugnmg oy ims Agrocinent; t. f y wdad Invoices will generally be aubmim d eehge: it to M& for services performed disring tiie'ti wjcw month. Payawnt will be due witlial MOW ;days of lnirak* date, Intorru;Wiif be added to accoitnat in enters At ttlq ram of one and oni-a hdr(1.S) percelttt'per month an the auistumina•tntlance. In" event H&A must c app Mosel to enfotco overdue p&YmvW. Client will reitiaSum H&A for all reawnaol ittoriwy's faas sad COW costa, Haley dt Akuki, Itic. lkswm, MA Envitoruaomal tdomb 1994 94.8 6. tease on" H&A Is protected by Workers' Compensation lam soce, Cotntnamial Cretin Liability i uamnce, ,A%omoblw Liability Insurance and Pcofrssionol Lkbilet' y houtanae oovasgcs. H&A will furnish a mifcatees of insurance upon Client's request. Cltenc aV= that H&A wHI not be liable or raspot lOlS for any lass or teat UV beyotd the amounts, limits. exclusions, tend eotdido& of SKh inawance. A separate litnir of our liability isatet tbrih claawhe x in Q=w 7tnsns and Condition. Mew may apply 16r vorcragcs higher Wan. HMA*s Aatsdard liniits through pwJcc SptCifc'insutam. If higher project-xpedfle'limtts or spacial invaon C is provided, qkm agrm to poy in addlik al fee based on the additnanal ptemlum cost- In any event, rho time raqulte4 to place etas f wJmt"sptrtf' tc limits of special insurance will be Charged, S. Disd won ofHaZ1N4 (itliEbt-wKttowi H&A will take reawuabtc prmutfols for the IW11b and aaefbty of H&A's rMpioyees while at tm Site with con-.0deration for 460 available inibautim, reprdW oeeb tta, hat girds. Cliem will obtain ftbm Site OwW.. if required. noel fumith to H&►_ ae tdt time ofCliKW& authotiMlon to.p oceed. all infotmatinn latowa cgtuerning oil, bazardoac tOXiC,wnOdiOaerive or aabmm mt tonal in, on or hear the site xviitabla to client, idiaot's counxl, and Site Owtlar. If haumb are known to exist and Client fails to advise MA A-of vich.vibslanaes or eondkione, and during the worn of the Won they are discovered. and such dia+s vwy ill.ilA'a ophaioe respells of noy restelt in•injury or a health risk so pa'naans, wlletite r H&A'a'wdnlatoyees.or other., Clkeae ape5mai w ansytno tall rogW miWilty and liabillty. and 9UP hold H&A barmie>ea for any *Wall dalvmg denumu t, .sits, r r liabilities for perm al injury tmiudittg.dhekse, lw:diul e:xpaesa, including but eta limited to mlinued health "cannoning, arddler death, or property data life, and Ibf kanomie loo. 7. Ceialleliaatiaf6ty H&A will how eco,,,r'teic„t;at aft busift% ind technical information obwmd or generated in the perfamunce of Serwim under this Agreamerit.. IMA Will-out dlsdOW such information widwA Client's eooaent etxcipt to the dktew requlrod for- (1) perfatwace ofa mkvs UrAnr this Agre!trteott:_(Z) complianex With.pielimianal sw1da * of oon6ma for preservation of the public aft. hUdth. w4 welfare; (3) compiisat:e with any Court olftr. imam or law, or• 9ovtilaritctdal trrtxtive; tirt(tto04),pleteetion of R&A •agauhet claims or uattifiefe6 arising 1Fom Me. %virensumtal Page 2 of 6 PAa.- I of A ~~51 pofamonce of services attar this Agrewient. H&A's obtWOM h ws&r shall not apply u inforrnxilod in the public domdn or lawfully obtained on a nokmlitdrsdital bask frtttn odws- Any opinions rrendemd Pulmircnt to this agreement arm far the oak and excluAve vee ofCliehu, and see eat intended fns the use of or raliance upon by anB third pardat without the prior writun appr+otrsl of ff" Clieut agrees to !o*mnHY. bold fhartalm anddeftm HM to the fullest extek pertthited by law for any tiaims, WON, or dom&W plieSediy suffawd by third parries dun w the unaashoriettd relk M 04 any opinion prvvidnd tsatauader. f. PWAC )IteapWaer'bility ' Clio* aaknowhulgess that client or the Site owner, as the case may bm, is now and AWI remain in control of the site tht all patpoaas at an times. Flop) as required by la-, Hsi does not undertake to report to any fodeml, sate. cowdy, or Wcai public sgenc'tes having; _urisdictkn over the subject matter, any aonditia ns existing at the Sap ac any time that tray pnitsurtt a potential danger to public hcat$t, safety, or dw nmvirontoew. Cleat revs to notify .ten appropriate faseral, taste, county, udl public agegcy, U tiny each may requuita, of taus exigence of gtty condition at flit Sltc ohm any pretax a poterntat Wnpr to public health. safety, or the eavitowneat. h?sa(witft9x t&% the provisions of the foregoing, H&A will comply wkb xubpmnas. judicial oidars or gotrarruh at dir"ves, and fetkral, saes; county and local laws, ngulatlom and otdilmets. and appiicshta eades regardi"S the npoldal; to tba appropriate public agenaletc of findings with rtaspes1 b pmntW dangers to public neanh. Santry, Of tltc t ttvironflWA. H&A small have no liability or "aponsibillty to Client or to any atluer pamn Qs- crafter for rVotta or disclowra made in omordaocc with smolt stuuury or otter lawful ywrinemweus5. CNom shall dolknd, i ommity, arts hold H&A havolesa ftm and against any sand all claims, dzmarA4 fiabitides and expenw, lw*sdk% rcaaocwbk attorneys' tees fncucfW by FAA and a*ftR directly or indirectly out of r pptling sash infornmrion under a bona fide baieror "Moo advky of txs men that such reporting or dlacloshue is required by law_ 9. Riot of Ratty . Client agrtxs to fltrotsn tight of emty slid peminim for H&A to perform sume yi„ borings, and Cher invauigatlons, purwotta to the Scope of Services. W`cre t:ifielit is not. the owror of the Site, snd servitxs include hurhW. Imnches. or other such invslsi-c multtg, "&A tray M9 41M written sumorizscion Hnrtt the ptapetty owner so perform welt retvit". Ghent acltttowiedvs that the use of exploration "vipmem may alter or damage the Werain. vogatatioa. impMVUmms or pmpeay at dw site. H&A will like raasmi to precautions to minimize damage to tats prepeny tbm use oft:quipmmtt. but has act tt duad in the fee the costs of rmooration of 4WW&c shat my nmult ft M such oporxtiotu. Client 6llall indetxsity, 4--f-vd, r+rM (sold IRM1eg5 H&A and ks iadtpendent contractm and consultants from all claims, damages, losses, xsd expenses {including attorney's fries). arising out of or resulting from MA's entry onto and pmmce on lire property, including. but not thrilled to. Claims"allegations of Wittily to petsom or damage proporty, nuisance, utsptas, or vrtblglful eft, If H&A It rap httl ao reelora rho prvpdtty to its former Unwitioti. the cost plus fifteen (1S) percent will be add to the fee. ill- t)tenage to Cinders OUG4 Skuowre s Rweoi>able care will be excrebed in Imaging undergtaamd structures in the vicinity rtf proposed sulhsurkm explorations. This will indtrda mview of drawlap provbed by Client. Client's rt pftsawniwes, or *e site owner for the Site to be investigated. R&A shall,be emitted to rely upon the drawiap pmvkM. If the actual locations of u% trgrouod umcwrea are not i;rtowd cw cannot be readily cadirrnW. that them will be a degree: of risk to Crieet ssodated with oamduating the explorations. In else absence of confttniai uhftgraund rttsnctura lexa<ewrA, Client, gema w atxcpt to risk or &mge and casts associated with tnpair and reacratitz of damage resulting fr+ow tba axpluretie:n work. U. &iatpisss All samples of soil, water, wattle. trifle or other ntsttxWs collecuul kont alts site will be dbv*%ed of 30 days afrer sutmnissioa of H&A'S report or odw dttivetabW unless Client adrisas in writing, otherwise or unksa applicable taw enquires ttt it rnttunlion. We will eilow (1) dispose of" such vamples by contract with a gwlifwd warm disport eenesmctur: or (2) will ship such Samples to a location seloo od by CIkW for float dispomtl. Climt agrees to pay sit CMU Us"iatdrl .vith t6 Awragg. transport, to disposal of sampks, and to Indemnify H&A ffw airy liability arisitht; therr_from: In the swerve say samples mwt be stored by IMA for-a period in ex*m of 30 days aftr completion of H&A's teport, or ocher &VverAmw. C16ft agrees to pay an addifiosW Moo fbr shorage as deWmltW by R&A. 12. ownusi4 of Docunnnob sad Yrooev" All dhmmments (Including drawiligs, specifications, tuima n, field notes, 'and other data) and all prove= Cmeluding scientific, oxhnolookal, s"Wa c. atal other concepts. whether or not patentable), created, prepared or ftrenisthed under this Agc=tuent by IMA ar IMA's independent cmiactors and tonsid ants puntiant to this Agreement, are insunmcnts of aervisx in re apedof dw project and ahstl remain the property of H&A whether or rift the project is complaW. H&A (hail retain owncrship of all documents, drawitsgs, specifMlons, estimuea, skid noses. Other dew, artd devdot W ftftntogy or processa and say copyright or right to pl►tmnt dwroto. Client may make and retain copies therwras is ncccsstry to uuupy and operate the project by Client or others; however. amb documents are: not intetxled or teprae sued to be; stsi %Wc for additions, extension, alterations, tar Completion of the project by otheta, or use on any other pnVal. Any ro ics witltow wrimn vrrillculon or adaptation by H &A for the specifu purposa ittcndcd is tar Page 3 of 6 Environmental ftge t Client's sale r'tslt 4W without liability or legal expomve to HelttA or its Independent contactors or conswMa. Client slug indemnify, deftad. and hold hlarmiess I MA and its iodcpettslem rr status, and wnsuttaats Mont ail dahms, d*nwpa. lasses. sad expenm, ittalpding anarmy's fees AMPS out of or rewift tharvii'am. Any such verifiacatt or adViadoa will antitle IMA to furow t:att+prn ation- 13. Vackftk Media Ricca may agree w provide materials to Client marad electronically. Client.recoprixes that data, plaits. specif wlooa. reports, docdmeots, or outs infortna&n t*xwdod on or transmined as elearanic medn are aubjea to undetaetaWe sl&xxboit, atth.r intentional or vuh tendonatl, doe to (amotg ether causes) wanstalaxiat, convarsior. mWie dctradattion. software error. or butrtttn ,attanntion. Accord;n*, documents provided to Client in electronhe modes an far infonnationtrt purl ottty turd not an end pto&ct. Dmtnerrts will conform to spe d4cations defined In the SooM elf Serviow. Tine documents are submitted to Matfar sn ARCOPW m period of 30 bays- Any defects which Climttt diwovera.in that titan periad shall be reported to R&A for correction. HA^ >r okw no warranties, either exptaas or implied, ,regarding the fitness or aukat iti[jt of die etecuank m4ia. The vlocavvaic media art; +nsuvmer M of prOlAUSS10" sesrviam. and "I not bt used, in whole or In part. for any pr*o other than " for which s6ojr wcre cmastd. without the expr+exs written reomWnt of H&A and withr itt astable contpetwation. Accardtnoy. O W40 Sarmil to waive any attd all )altos against H&A resulting in any way from die unauthorised ram or atteratiem of omit media. and to defend, inden i ify, and hold MLA harmless for any claims, losses, damages, or costs. inctutttng attottttmy'a famek arising out of tht rettsc of any electronic media. ld. $"Vim During ConstrucOws If H&A'tt e.rview indludt rho pat#4tttW0c of mrvk= during the eonametion phase of the pmjtct. it Is understood that alt purp me of latch aarvices. including, vials to the Sits, will be to anabte H&A ro b mar peftrm the duties and responsibilities assigned to and un&ruken by it as a design professional, and to provide Client with a greater deoftc pf coufidence that the compkxcd work of contractors; will txtnfae m jewally to the Contract Documents. H&A shall not, during such visits or as a result of ebw4vadans of construWan, supervise. direct or pave omeol over Cotatrtctors' work nor shall H&A have awharity over, or re;#t'artaibihity for. the means, tnetlu4s, techniques, sequences or pm etWures of vm*rur;tltm seleew by the Contractam tar '%x&ty preeatretate and progr*w incident to the work of Contractors or for any failure of Contracutrs to c aVly with laws. mlee, regulations. ordiaanoes, cotes or orders applieabla to Gwrtracxors fUMI hlflg and per&Mint their worit. H&A does not guarantee the pe &rmance of the construction contract by the Contractors, &nd +does eta assume regxmsmity for contractors' faitttre to furmah and petform their work in accordance with the CRnutaCt Documeatts. If H1t lea servi = 4a ing vagruction Includo drop dfawing review, HJkA will review (or late other epptoprlate action with respect to) shop drawings. sannples and other datx which CotittaCtOn are fegttitkd to submit, but only for rnttthrmartca oekh the design conorpr Of the prvjttd and cvmplhamx wish the Inibrmaiian gives in 09 Cowell DKunxnt& Such r view or other actions shall not extend to Montt methods, teftkpm, sequwas or proccdurea of manuilta are (including the deals" of trurtrttf&CtVMd pttadttctS) Or Gdnstructtatl, or to Way prtrxtttiotts and progrstaa ittcttle>yt thereto. H&A'a review or other actions, shall not.coaxtitvte approval of an assembly or product of which an Urns is a oamponant, nor shell it ftfitm the Cosiutnauta of (a) dwJr Milgations regarding review mW approval of any such sgbmittais; vnd its) their•exaiusive rm"nsi,Ticy for the nx&u methods, aequatces. teeheiques and procedures of -MIR ualon. Inehtdina safety, of conansedon. ri5. 'Brit) Rum clamm By autftt>riziag &A to proceed with the service,, Client cohOi ns that H&A has not created aor comtibuted is Ole prcwm Of any MUrdous substances or caiviWOns sit or 'Mr the Sioc. In seekina H&A's services to assist Cli m In doaeing with-atte condmons-ox" i1t the Site. Chet) #Ana-lodges that, cexuiin rfts my.pot hie insurable at -AM3124116 goat and talc corrtpeoxation to be paint co H&A for serviced, and H&A's potential profit, is disprvpanlorally tmatt in rein goo to the potential risk of ittjttry. lom yr damage from a rdease of or expostita to such substances or conditions. - In acknowicdgeimt, of tho IMbalance between H&A's benefits and rhshrs. Client agrees to hold HAf A, and web of H&A's Contractors, subcontractors, eoasirbnw, wets, officers. directors aid amployeft; harmless against hall claims for 62mages, direct or constxluerrtiah; all e.penscs, coats of cvcry kind, dirm or indiMa. legit or otherwise in eodttection with a release of hazardous suhtvaneea; bodily hrlittry, disability, death, Mwk-41 expenses. property damage and odicr expenses and camornk loss, 2119 V4 to have been caused by thte robust, Mmoval, remedial action or investigation of hazadous subsaar m., and any assewment or fines or penalties ralai«I to huardaus submittt:s or dxlr mmediation_ client's obligation to indemnity H&A data itaf apply to dalrrts. damegea, leases or rd"ws and expowri m txdiutants which are aojudtcawe.d to leave resulted flrtmt H&A's gross nc$ligettce or willful miseonduct in rite partilm ancc of the Sorvitxs. Page 4 of 6 Environrntet W, ffn page 3 of 4 4 j~ C 16. LiMhatrori or t.h brlity To the fultest cxtcW perivil red by law. the: WAS fiabifily Of H&A ro 06ht. and aayone claiming by. shmugh, or ender Client, for any held all in junks„ eialud, tosses, exp4Mioa. or damaged whatsoever arixtrc ow of or in nay way related to H&A's servvitcs, from any cattle or causes whatsoever, including but not liruW to, Waligence. errors, omissions. strict liability, tit eacb of mtrad. or bm*ch of warratityy, shall be limited •to to mmount of SSO.tWO or H&A's tee, wnecnever is greater. if Client prtfe*s not to limit I.LEA.'s rabilitr w this Sum, H" May increase this lintitaitatt upon Chianti writtatr rtgtlest. If H&A approves the raxittast, II&A will egrca to increm.the limitation of ihtbitity to SNiD,4tltl provided " Client settees to Sox for this t aMp an additional fee of 4 percent -of H&rt'c told t>3e air VM. whitd%ver is greater. Cilea's reguesi far this waiver roues be nmdc before the Agreement betwaett Chest and H&A is finalised. The additional fble is for the addusitntil risk a uutaed by H&A *ad sleavI 1-ow tiv toaxrd@d as a chants for additional liatritity insurance. 17. Aispak Resoln" All claims. dioputt s or ouotroversies arising emit of c,r in Teialton to the intatpmatiem, apposition or enfotrremeot of this Agrietftht aUll first be submitted to naM r ding mediation pwrstwat W the MW for carnin=isi Medtt+tion of the Aneb "n Awbhratron Association: I& L¢gitl Action All r9 4s1" aouatra by cidrr parry at;Wl at the outer fbr any cause-or causes, including but ctgt limited w bleach of this Agceenwht. ne:liteitce, ntmsreprm~+aitatiorms. bftuh of warrawy or failure to porkwm in aceordancc with the t wxbrd ref tare, however itnwadoated. shalll tc barred two (2) .years (tom tyro dmji after completion of R&A's Services or the time dat party knew or Amid have known of its claim. whkhtver is sooner- In Ow event that Client ioultuses a suit agirina H&A, and if such suit is tat wco wfoily prosactttcd, as if it h diemiang. of if a vtndux is rendered for H&A. Client agrees to pay K&A any mad all a m % of defense, including attor"nry's• focs, expert witrusw' foes. anti roost costs and Any and 01 athet ett}i6oW of defeasc which belay be teasonably neoessary. imiriediateiy Mowing dismiud of do case or imtnediatel.Y 4pon judgement biting m dated in favor of NdbA. " to. SGgk. rdM or'Vttodk Apo Trt aal"WW Chem may, at any t1m. auspoW further *A by IMA or terminate tills Ageftment_ "Sugysnsinn o~ iriinlaaipa SWI be by written notice tsffectire seven M S altcr receipt by lf", GYiont atttexs to eatttiswtsste'HdkA• for aft setviaes perforated prior w. the effective dark of the sia3pettsion or,tnrmitistiaa. taSWW with r!oltiraiusable expatsas iSetltiOng subeit►nrrM o.m W.,boonsultateta >ind veltdors. . No dedUCtiwts shall be made from Hdt.A's cosslgeasstiott ern bCcobtk of cams wicttttetd frkmg pAytWVU to wbo"aactors. nor shsli paymtou to HliA be vomingem upon linaneing atrangenia cs or t occipt of payment frM any dtird party. If Clint faits to make payttwnt whwu dud for sefvlag ad icimbursaWc expenses, H&A may, upon Seven (7) days, written antirr. v Client. sutpaetd pertformana of services under ibis Agreement. Unless payment in full is mteived by H&A within seven (7) days of die doe. or the measles. the suspension shail take eldest without lbrdwr notim. in the event of a cusp Lsion of services. IM shall have no Wilily to Mot for delay or damp in Client or others because of Bich "Pension of 9CLVitkbi. 20. Ica Thco Terms siA Coodiiions shall take precede ever any inconsistent or odntradktmy pMvisions coiftlacd in my proposal, cninraer, purchase order, teguhition, aW" to pmcced, or like docutuant. at. SevembMly If any of chess Terms and Conditions am ftMly dote wbmd.w be invalid or unenforcuble in whole or part, flee retrAining ptstvisions shah remain in f4d1 farce sad etYeei. and be bit db% upon the panles. -Inc parties agnm to refotm these Teruel itid Couilidonb to noace any tneh invaild or untakraeable providon with a valid and enfdreaii,tble provision that coi"t acs cim as possible ro the ietenf" bf the stekkin proviAm. 22. Sonival Tt►ese cen49tions shalt stuvvive the completion of H&A's savims an this project and &a termination of services for 4tmy um~dti; 23. Governing Law . This AgtcYmtttt Snail be govertod and amstruix! in Mordance with the laws of slit vet- of ibe camracditrg offices of H&A. End of Stakl4rd Terns and CoWitiow EnYlrOllTiie W Paged of 4 5of6 Page 4° r Vanasse Hangen Brusttin, Inc. 1'raoytunatinii _.r Sand t)cc opatc►u Eneucwntieittal acriict•, Kilton Rtrtd VH-B Six lkdford tarn,. suite 6ir MAW New HatnPhirr OM I ("%.A2 603 trii tlt m FAX&136 4 2385 September 8, 20M Ref: 5147401 Brinker Massachusetts Corporation 6820 LBJ Freeway Dallas, Texas 75240 ATIN: General Counsel Re. Report Reliance - Reading Landfill Reading, Massachusetts Brinker Massachusetts Corporation: Vanasse Hanger Brustlir~, Im. certifies to Brinker Massachusetts Corporation ("Brinker") that the engineering work performed by Vanasse Hangen Brustlin, Inc, including all plans, specifications and reports regarding the permitting and post-closure reuse of the Reading Landfill {"Reports" except those portions of the Reports prepared by others, has been conducted in accordance with the standard of care and the contract under which the Reports were prepared, subject to the following: The content of the plans, specifications and reports is based on the project scope and information available at the time each was developed. Brinker, its successors and assigns may rely on the reports and plans to the purpose for which they were issued as though they were prepared for them. There are no other certifications, express or implied. This certification is solely for the benefit of Brinker and grants no right to any third party. Very truly yours, VAN E HANGEN BRUSTLIN, INC. Mark T. Nogueira, P.E. Senior Project Manager Page 6 of 6 \\~51U1mw«s\kemal~r&+krr Rauatica Leiter-fuu! EXHIBIT P REA EXCLUSIONS TENANT SHALL NOT HAVE THE FOLLOWING RIGHTS AND POWERS UNDER, THE REA: 1. Tenant shall not have the right to amend, or approve amendments to, the REA unless specifically stated in the Lease. 2. Agreement that vehicle or pedestrian access rights in the form of a license, easement or other agreement can be granted to the owner or user of the property abutting the southern boundary of the Development, provided that such access. rights are not granted across the Premises. 3. Changes outside of the Premises that do not have a material adverse impact on the Premises. 4. Changes to Pylon Sign provisions. o Ark 4 EXHIBIT O USE RESTRICTIONS 1. No portion of the Premises shall be used for a business or use which creates strong, unusual or offensive odors, fumes, dust, vapors (excluding restaurant use designed and operated in accordance with applicable law); is a public or private nuisance; emits noise or sounds which are objectionable due to intermittence, beat, frequency, shrillness, loudness; or creates unusual fire, explosive or other hazards; 2. Any operation primarily used as a warehouse operation and any assembling, manufacturing, distilling, refining, smelting, agricultural, industrial or mining operations; 3. Any business selling "second-hand goods", pawn shop, flea market, swap meet or junk yard; 4. Any massage parlor; 5. Any adult bookstore or other bookstore, or establishment engaged in the business of selling, exhibiting or delivering pornographic or obscene materials; 6. Any mobile home, trailer court, junkyard, recycling facility or stockyard (except that this provision shall not prohibit the temporary use of construction trailers during periods of construction, reconstruction, or maintenance; 7. Any dumping, disposing, incineration or reduction of garbage (exclusive of garbage compactors and/or dumpsters located in the rear of any building; 8. Any fire sale, bankruptcy sale (unless pursuant to a court order) or auction house operation; 9. Any dry cleaning or laundry plant (except as to an establishment which receives and dispenses items for laundering and/or dry cleaning, but the processing of which such items is done elsewhere), or laundromat; 10. Any automobile, truck, trailer, boat or R.V. sales, leasing,. storage display or repair including lubrication and/or service shops, body or fender shops; 11. Any skating rink; 12. Any living quarters, sleeping apartments, lodging rooms, hotel, motor inn, or residential use; 13. Any veterinary hospital or animal raising facilities (except as incidental to a full-line retail pet supply operation); do a 1 40 14. Any mortuary; 15. Any nightclub, tavern, bar, carnival, banquet facility, dance hall, disco, nightclub or other entertainment facility including video game, virtual reality or laser tag room or facility, pool hall, arcade, indoor children's recreational facility or other amusement center; 16. Any theatre; 17. Any flea market, amusement arcade, pool or billiard hall, car wash, discotheque or dance hall; 18. Any off-track betting facility, gaming or gambling facility or so-called "head shop"; 19. Any exercise, racquet club or spa, gymnasium, bowling alley, skating rink or other sports or recreational facility; 20. Any school, library, reading room, or house of worship, auditorium, meeting hall or gallery; 21. Any car wash, automobile repair work, or automotive service or gas station, tire store, automobile body shop, automotive, boat or trailer or truck leasing or sales; 22. Any manufacturing, warehouse or office use (except as incidental to a retail operation); funeral parlor; 23. No portion of the Premises shall be leased, sold or used as or for a home improvement store, hardware store, design center, paint store, nursery or garden center or for the sale of any of the following items (or for ancillary uses, such as parking or access, for any of the foregoing): (A) Christmas trees, (B) lumber, plywood and/or siding, (C) tools and/or other hardware items; (D) plumbing supplies (including kitchen and bathroom fixtures), (E) electrical supplies, (F) paint, wallpaper and/or other wall coverings, (G) carpeting, rugs and/or other floor coverings, (H) kitchen or bathroom cabinets, (1) ceiling fans, (J) gardening supplies and/or nursery products, (K) pool supplies, (L) picture frames and/or framing services, except for the incidental sale of items (B) through (L) in not more than 1,000 square feet in the aggregate, with each such item being sold in not more than 500 square feet of floor area; 24. No portion of the Premises shall be leased, sold or used as or for the sale, lease, rental or display of the following: (i) mattresses, box springs, foundations, waterbeds, or other like bedding materials or sleep surface products such as, by way of example only, futons (but the foregoing shall not be deemed to prohibit the sales of bed sheets, covers or linens); (ii) living room or family room furniture, including, without limitation, upholstered or leather furniture and coffee and end tables; (iii) dining room furniture and/or dinettes; (iv) bedroom, home and commercial office or home entertainment furniture; (v) area rugs (except those sold for household bath and kitchen convenience); and (vi) except as specifically permitted in the next sentence, other accessory home 2 40 furnishing items (by way of example only, floor and table lamps, prints and paintings), provided that the following home furnishing items shall not be included in the aforesaid restriction: (x) wall-to-wall carpeting, (y) window treatments and (z) fabric including, without limitation, to the extent used in covering and recovering pillows, furniture and the like. Notwithstanding the foregoing in the case of accessory home furnishing items only, clause (vi) above shall not prohibit the incidental sale only of such items, which for the purposes of this sentence shall mean (1) there shall be no more than 500 square feet of sales area devoted to the sale of any individual category of such items (e.g. floor lamps) in any individual store located in the Shopping Center, and (2) all of such items in the aggregate shall not be displayed for sale in more than 10% of the sales area for any individual store located in the Shopping Center. Further, the provisions of clause (vi) above shall not prohibit the incidental sale (as defined in the preceding sentence) of items that are custom-designed in order to accommodate another specific product that is sold from the same premises and that is not restricted from sale pursuant to this exhibit (such as, by way of example only, a TV stand custom-designed to accommodate a specific model of television that is sold from the premises in question). In no event shall any internet or catalogue sales of any item generated from the premises of any store in the Shopping Center be permitted with respect to any item restricted from sale under the foregoing provisions, including without limitation, any accessory home furnishing items as defined in clause (vi) above; 25. Any retail operation which devotes more than ten percent (10%) of its sales floor area, not to exceed five thousand (5,000) square feet, to the sale of bedding and accessories, ! bath items, kitchenware, tabletop items, closet storage and pictures, frames and posters; 26. The sale, leasing or distribution of equipment (including computer and telecommunications equipment), furniture or supplies for business or office (including home office) use, or the provision,of business or office services (including copying, printing, telecommunications, packing, shipping and business equipment repair services) except that the sale, distributing or providing of the foregoing items shall be permitted as incidental to tenant's primary business in no more than 5% of tenant's sales floor area. 27. Any branch bank or banking operation, or any ATM facility/operation, however this shall not apply to an ATM installed entirely within a tenant's premises provided that such installation is ancillary to tenant's primary use, and not the primary use, of such tenant's premises. Such restriction shall specifically include any ATM vestibule that is accessible from the exterior of any tenant premises; 28. No portion of the Premises shall be used for the sale of any of the following products: Christmas ornaments, greeting cards, gift wrap including gift bags, books and/or party supplies, provided however: (1) that the such items can be sold as ancillary to another primary use of a premises that is less than 18,000 square feet provided that in the aggregate, such items are carried in less than 20 lineal feet (each spinner rack containing any restricted items shall be equal to six lineal feet), or (2) that such restriction shall not apply to premises in excess of 18,000 square feet provided they are not dollar stores, party stores or greeting card stores; 3 29. No part of the Center shall be used for (i) a restaurant, except that 3 restaurants shall be permitted so long as none of such restaurants are adjacent to the Retail "B" as depicted on the site plan attached to the Lease as Exhibit C. (ii) a tanning salon, women's fitness center, typical storefront travel agency, typical storefront real estate agency or typical storefront insurance agency, except that no more than 2 of the foregoing uses shall be permitted at any one time and in no more than 2,000 square feet in the aggregate, or (iii) any other use which would place an undue burden on parking; 30. No restaurant which both (i) serves alcoholic beverages and (ii) operates with a "varied menu theme" such as, for example purposes only, Applebee's, Amarillo Grill, Bennigan's, Buffalo Cafe, Cheddar's, Houlihads, Logan's Roadhouse, Lone Star Cafe, O'Charley's, Ruby Tuesday's and T.G.I. Friday's. A "varied-menu theme" restaurant shall mean a casual or "fast-casual" dining restaurant selling a wide variety of beef, fish, chicken, pastas, soups, salads and sandwiches, appetizers and desserts, together with liquor, beer and wine, in a casual setting. A "fast food" restaurant such as a Burger King, McDonald's, Subway, Taco Bell or Wendy's shall not be deemed to be a "varied menu theme" restaurant. For purposes hereof, any ethnic or specialty restaurant such as, by way of example only, Mexican, German, Italian, Chinese, seafood, steakhouse, chop house, chicken, barbecue or other restaurant with a specialty menu or featured food item menu, including, by way of example only, Olive Garden, Red Lobster, Outback Steakhouse, Trail Dust Steakhouse, Ryan's Steakhouse, Golden Corral, Sizzler, Cracker Barrel, and IHOP, shall not be deemed to be a "varied menu" theme restaurant; 31. Intentionally deleted. 32. Any food service operation with a similar menu to Bear Rock Cafe (including but not limited to McAllisters, Jason's Deli, Atlanta Bread, Panera, Bread, St. Louis Bread Company, Camille's Sidewalk Cafd, Schlotsky's, Corner Bakery, Cafe Express and any other tenant for whom at least 50% of its sales derived from the sale of bakery or deli sandwich products, including soups, salads and specialty breads; and 33. Landlord shall not use or allow any other person or entity (except Tenant) to use any portion of the Building or the Property for the sale of (a) freshly ground or whole coffee beans, (b) gourmet, brand-identified brewed coffee, (c) espresso, espresso-based coffee drinks, or coffee-based drinks, (d) tea or tea based drinks, and (e)-blended beverages, including, without limitation, those containing the following: ice, coffee, espresso, tea, milk, cream, juice, and/or fruit. Notwithstanding the foregoing, the following tenants shall not be subject to the provisions of this restriction: (i) full service, sit-down restaurants or quick casual site down restaurants serving a complete dinner menu may sell brewed coffee or hot espresso drinks as part of the normal and customary operation of such restaurants; (ii) Bear Rock Cafe or a similar sandwich/deli type eatery occupying and operating a space consisting of a minimum of 4,000 square feet of rentable area may sell non-branded coffee, provided that such Tenant is prohibited from selling espresso or any espresso-based blended drinks in excess of the greater of (x) 2% of gross sales, or (y) $25,000.00; (iii) anchor tenants occupying and operating a space at the Shopping Center 4 4 t L~ • consisting of greater than 18,000 square feet of rentable area; . (iv) full-line grocery store tenants occupying greater than 20,000 square feet at the Shopping Center (including Trader Joe's); provided that each of such tenants described in (i) through (iv) above shall at all times occupy and be operating in the full amount of said spaces. 5 LEGAL NOTICE TOWN OF READING To the, Inhabitants- of the' Town, of Reaciin.g: ::1?Lease..,tke notice -that the t~ elacftnen t~f_the T ,Wn . , ARK pu lic i i` '"kriilll hol.ci a' b n the. Selectmen's. Meeting :Room, 16 Lowell Street; R69dirfi6,. Massachusetts, on; Marh29, 2005 at 8:30 P.M. Ti :is heanng..is 'on the recom- mendation of: he Department of Public Works for the laying out as public. ways the following'! roadways: . Melendy Drive; Foster Circle; Forest Street (Parcel at Anson. . Lane only); Lynn Village. Way*. ' Parsons Lane; Varney -Circle The hearings will involve the laying out of the 'roadways as they 'now exist in accordance with .the plans filed at the Engineering Division. The plans are available for review at the office of the Town Engineer, . S Town Hall, Monday through Friday from. 8:30 a.m. to. 4:45 p.m: If there are any questions, call 781-942-9082: By order of Peter I. Hechenbleikner Town Manager 3/22 « ANDERSON CHARLES R CAIN JOHN R GILL JOHN C 10 MELENDY DR 19 GOVERNORS DR 23 GOVERNORS DR READING MA 01867 READING MA 01867 READING MA 01867 CAIN KENNETH J CAIN KENNETH J SORABELLA DAVID J 16 MELENDY DR 20 MELENDY DR 17 MELENDY DR READING MA 01867 READING MA 01867 READING MA 01867 MORENO RICHARD D WILSON JOE L LI WANDE 114 HAVERHILL ST 12 VARNEY CIR 16 VARNEY CIR READING MA 01867 READING MA 01867 READING MA 01867 SHANJAL SUKHBIR K CONNOLLY ROBERT M FRESCO ANTHONY 15 VARNEY CIR 5 VARNEY CIR 33 FOREST ST READING MA 01867 READING MA 01867 READING MA 01867 ELGEZIRY MOHAMED ARMED H B DEVELOPMENT CORP H B DEVELOPMENT CORP 5 FOSTER CIR 30 LOWELL ST 30 LOWELL ST READING MA 01867 WILMINGTON MA 01887 WILMINGTON MA 01887 TAHAJIAN ELVIRA BAHETI ANIRUDH BOUCHER DAVID L 16 FOSTER CIR 11 FOSTER CIR 23 LYNN VILLAGE WAY READING MA 01867. READING MA 01867 READING MA 01867 HINES STEPHEN J CAMUSO RICHARD J CONNELLY THOMAS A 31 LYNN VILLAGE WAY 33 LYNN VILLAGE WAY 40 LYNN VILLAGE WAY READING MA 01867 READING MA 01867 READING MA 01867 PYKE ADRIAN AMES ALLAN E ODOHERTY PATRICK 34 LYNN VILLAGE WAY 26 LYNN VILLAGE WAY 15 LYNN VILLAGE WAY READING MA 01867 READING MA 01867 READING MA 01867 GASS MICHAEL T INDICIANI ADELE CAMPBELL JOCELYN J 3 ROMA LN 19 ROMA LN 154 SANBORN LN READING MA 01867 READING MA 01867 READING MA 01867 DIXON CINDY A JOSEPHSON CAROLANN HIGGINS RICHARD J 21 FRANKLIN ST 29 FRANKLIN ST 20 PARSONS LN READING MA 01867 READING MA 01867 READING MA 01867 RYAN MARTIN G GRAY DONALD E HOWE WILLIAM T 30 PARSONS LN 35 PARSONS LN 31 PARSONS LN READING MA 01867 READING MA 01867 READING MA 01867 COPPINS ROBERT T BORAK GARY P 25 PARSONS LN PO BOX 720 READING MA 01867 PELHAM NH 03076 3 a Town of Reading 16 Lowell Street Reading; MA 01867-2685 FAX: (781) 942-9071 Email: townmanager&i.reading.ma.us MEMORANDUM TO: Board of Selectmen FROM: Peter I. Hechenbleikner DATE: March 24, 2005 RE: Street Acceptances TOWN MANAGER (781) 942-9043 Please see the attached memo from Ted McIntire regarding street acceptances. Melendy Drive and Foster had not previously been accepted. The other streets have been previously accepted, and Town Meeting will be asked to reaffirm previous acceptances. Following action by Town Meeting on these two items, we will make sure that the necessary paperwork gets filed with the Registry of Deeds. The financial impact of accepting these streets will be to pay $1 per owner or $35 total. The Board's policy on street acceptances requires the Board to have a hearing.' PIH/ps . 4 Coo Fax: (781) 942-5441 Website: www.ci.reading.rna.us To: Peter I. Hechenbleilmer, Town Manager From: Edward D. McIntire, Jr., Director, DPW ~D ,Q Date: March 14, 2005 Subject: Street Acceptances PUBLIC WORKS (781) 942-9076 At 7:00 PM on March 2, 2005, a public hearing was held in the Selectmen's Meeting Room of the Reading Town Hall, regarding the laying out as public ways the following streets: 1. Melendy Drive 2. Foster Circle 3. Forest Street (Parcel at Anson Lane only) 4. Lynn Village Way 5. Parsons Lane 6. Varney Circle. This hearing was held to receive comments and answer questions from the public regarding the proposed acceptance of the six streets that are currently private ways. At this hearing, the residents of the streets and the residents of the Town of Reading have the opportunity to give their opinions to the proposed acceptance. No persons were in attendance at this hearing. This Department did not, at any time, receive any negative responses to the acceptance of these streets. It is the recommendation of this Department that the six streets be accepted as public ways of the Town of Reading at the Spring Town Meeting. This recommendation is based on the fact that the roads as they now exist are in good condition and meet Town Standards for roadway construction. Accepting the streets now will allow this Department to maintain the roads before they deteriorate to a point where large expenditures would be required to upgrade them. Some of these streets have gone in front of Town Meeting before, but due to a procedural problem, the process must be done again. Ncs~ ANDERSON CHARLES R CAIN JOHN R GILL JOHN C 10 MELENDY DR 19 GOVERNORS DR 23 GOVERNORS DR READING MA 01867 READING MA 01867 READING MA 01867 CAIN KENNETH J CAIN KENNETH J SORABELLA DAVID J 16 MELENDY DR 20 MELENDY DR 17 MELENDY DR READING MA 01867 READING MA 01867 READING MA 01867 MORENO RICHARD D WILSON JOE L LI WANDE 114 HAVERHHILL ST 12 VARNEY CIR 16 VARNEY CIR READING MA 01867 READING MA 01867 READING MA 01867 SHANJAL SUKHBIR K CONNOLLY ROBERT M FRESCO ANTHONY 15 VARNEY CIR 5 VARNEY CIR 33 FOREST ST READING MA 01867 READING MA 01867 READING MA 01867 ELGEZIRY MOHAMED AHMED H B DEVELOPMENT CORP H B DEVELOPMENT CORP 5 FOSTER CIR 30 LOWELL ST 30 LOWELL ST READING MA 01867 WILMINGTON MA 01887 WILMINGTON MA 01887 TAHAJIAN ELVIRA BAHETI ANIl2UDH BOUCHER DAVID L 16 FOSTER CIR 11 FOSTER CIR 23 LYNN VILLAGE WAY READING MA 01867 READING MA 01867 READING MA 01867 NINES STEPHEN J CAMUSO RICHARD J CONNOLLY THOMAS A 31 LYNN VILLAGE WAY 33 LYNN VILLAGE WAY 40 LYNN VILLAGE WAY READING MA 01867 READING MA 01867 READING MA 01867 PYKE ADRIAN AMES ALLAN E ODOHERTY PATRICK 34 LYNN VILLAGE WAY 26 LYNN VILLAGE WAY 15 LYNN VILLAGE WAY READING MA 01867 READING MA 01867 READING MA 01867 GASS MICHAEL T INDICIANI ADELE CAMPBELL JOCELYN J 3 ROMA LN 19 ROMA LN 154 SANBORN LN READING MA 01867 READING MA 01867 READING MA 01867 DIXON CINDY A JOSEPHSON CAROLANN HIGGINS RICHARD J 21 FRANKLIN ST 29 FRANKLIN ST 20 PARSONS LN READING MA 01867 READING MA 01867 READING MA 018,<- RYAN MARTIN G GRAY DONALD E HOWE WILLIAM T 30 PARSONS LN 35 PARSONS LN 31 PARSONS LN READING MA 01867 READING MA 01867 READING MA 01867 COPPINS ROBERT T 25 PARSONS LN READING MA 01867 BORAK GARY P PO BOX 720 PELHAM NH 03076 ARTICLE 15 To see if the Town will vote to determine how much money the Town will appropriate by borrowing, or from the tax levy, or transfer from available funds, or otherwise, for the operation of the Town and its government for Fiscal Year 2006 beginning July 1, 2005, or take any other action with respect thereto. Finance Committee ARTICLE 16 To see if the Town will vote to appropriate from the tax levy or transfer from available funds the sum of Three Thousand Dollars ($3,000) for the purchase of Veteran's Markers/Flag Holders said sum to be expended by and under the direction of the Custodian of Soldiers' and Sailors' Graves, or take any other action with respect thereto.. Petition ARTICLE 17 To see what sum the Town will vote to appropriate to the Elder/Human Services Expense line of the Reading Town Budget for Fiscal Year 2006 for the purpose of providing nurse advocacy. for frail elders residing in the Town of Reading so that they may age in place, or take any other action with respect thereto. Petition ARTICLE 18 To see if the Town will vote to reaffirm previous Town Meeting votes that: accepted the report of the Board of Selectmen upon the laying out as public ways the following described private ways under the provision of law authorizing the assessment of betterments, such ways being laid out in accordance with plans duly approved by the Board of Selectmen; and authorized the Board of Selectmen to take such ways under the provision of law authorizing the assessment of betterments, in fee or rights of easement therein by eminent domain, under the provisions of Chapter 79 of the General Laws, as amended, or acquire said lands in fee or rights of easement therein by purchase, gift or otherwise and to assess betterments therefor, the plans and descriptions for such ways being filed in the Office of the Town Clerk in accordance with the statutory requirements; and to see what sum the Town will vote to appropriate by borrowing, or from the tax levy, or transfer from available funds, or otherwise, for the acquisition of said lands or easements therein or for payment of any eminent domain damages and for the construction of said ways, or take any other action with respect thereto. o Forest Street at Anson Lane ♦ Lynn Village Lane ♦ Parson's Lane e Varney Circle Board of Selectmen ARTICLE 19 To see if the Town of Reading will vote to accept the report of the Board of Selectmen upon the laying out as public ways the following described private ways under the provision of law authorizing the assessment of betterments, such ways being laid out in accordance with plans duly approved by the Board of Selectmen; and authorized the Board of Selectmen to take such ways under the provision of law authorizing the assessment of betterment's, in fee or rights of easement therein by eminent domain, under the provisions of Chapter 79 of the General Laws, as amended, 4 ce~. or acquire said lands in fee or rights of easement therein by purchase, gift or otherwise and to assess betterment's therefor, the plans and descriptions for such ways being filed in the Office of the Town Clerk in accordance with the statutory requirements; and to see what sum the Town will vote to appropriate by borrowing, or from the tax levy, or transfer from available funds, or otherwise, for the acquisition of said lands or easements therein or for payment of any eminent domain damages and for the construction of said ways, or take any other action with respect thereto. ♦ Melendy Drive o Foster Circle Board of Selectmen ARTICLE 20 To see if the Town, of Reading will direct the School Committee and Superintendent in addressing the elementary redistricting for the '05206 school year in a way that would eliminate busing of children across the district who can currently walk to their neighborhood school; and allow children who currently have sidewalks for safe travel to their local school be exempt from the redistricting plan with the possibility of future changes, if necessary, when the Franklin Street sidewalks are completed, or take any other action with respect thereto. Petition ARTICLE 21 To see if the Town will vote to accept one or more gifts to be administered by the Commissioners of Trust Funds, such gifts to be used for the purposes for which they are given to the Town, or take any other action with respect thereto. Board of Selectmen ARTICLE 22 To see if the Town will vote to authorize the Town Manager, on behalf of the Board of Assessors, to enter into an inter-municipal joint purchasing agreement pursuant to M.G.L. Chapter 40, Section 4A for the provision of technology solutions and related consulting and support services with the Community Software Consortium preserving the rights and privileges established in prior agreement(s). The duration of the agreement, in accordance with statute, shall be no more than 25 years, with the ability of the community to withdraw from the agreement at any time. The annual obligation of the Town of Reading under this agreement will be paid from the Assessment Division's expense appropriation. The annual obligation is determined by membership vote pursuant to the consortium's bylaws, or take any other action with respect thereto. Board of Assessors ARTICLE 23 To see if the Town will vote to accept one or more gifts of real estate, such real estate being situated on the northeasterly side of Pleasant Street and southwesterly of the municipal parking lot known as the Harnden Yard Parking Lot, and being Parcel 5a and a northeasterly portion of Parcel 6 on Reading Assessors' Map 76, subject to reservations of easement rights in grantor, to be used by the Town for municipal purposes, including public parking and uses accessory thereto, and under such terms and conditions as the Board of Selectmen may determine, or take any other action with respect thereto. Board of Selectmen K g V' 9 ~ Town of Reading 16 Lowell Street Reading; MA 01867-2685 FAX: (781) 942-9071 Email: townmanager@ci.reading.ma.us MEMORANDUM TO: Board of Selectmen FROM: Peter I. Hechenbleikner ' DATE: March 24, 2005 RE: Update Re: RCTV TOWN MANAGER (781) 942-9043 Marcell Dubois, President of the RCTV Board will make a presentation on the status of RCTV's progress in meeting the interim agreement and complete agreement between the Town and RCTV. Copies of these agreements are attached. The following is a summary: Interim Agreement RCTV is malting progress in all areas of the interim agreement. The Town has received the payment from Comcast and is distributing 1/12 of it to RCTV per month. The Town has also received a $50,000 capital find, and RCTV is developing a capital plan. They have made no request for distribution of the capital fiend to date. October 14 Agreement (this has the date of 3/23/05 on the bottom because that's date it was reprinted) The following is a status report on meeting the requirements of the "October 14 agreement." 1. No action was taken at this point. 2.1 Not applicable at this point. 3.1 The RCTV Board is working with T-TAC to develop its goals. This will done by May 1, 2005. ~~1 4.1 Budget - The Town received the budget for the fiscal year beginning November 1, 2004. Attached is a budget status report. I would suggest that the Board request these budget status reports on a quarterly basis. 5.1 The RCTV Board has amended its Bylaws to establish a Board of Directors of seven members. 5.2 The Bylaws have been amended to establish a Board of Selectmen member and a School Committee member on the Board. Gail Wood is the Selectman member, and John Carpenter is the School Committee member. 5.3 The Bylaws have been amended to provide that the Board of Selectmen or School Committee have removal authority over its appointees. 5.4 This requirement is being met - RCTV will be before the Board on March 29, 2005. 6.1 There are no pledges or loans to RCTV. Equipment and assets are not being used as collateral. 6.2 The accountant for RCTV has established a listing of assets that they acquired through the Comcast contributions. 7. RCTV is broadcasting all of the events that they are required to broadcast. The School Committee meetings are not able to be broadcast live because of construction at the school site, not because of any failing on the part of RCTV. 8. The Town is meeting all of its obligations. 9.1 Studio training is being provided by RCTV. 9.2 Instruction within the school system is being provided in accordance with the agreement. 12. Insurance - Insurance certificates have been received in accordance with the agreement. Other than the establishment of goals, which are being developed by RCTV in conjunction with T-TAC, all requirements of the agreement appear to be met. Attached are the following documents: 1. Agreement between the Town of Reading and Reading Community Television (RCTV) - so called interim agreement. lop N 2. Agreement between the Town of Reading and RCTV designating RCTV as a Community Access Corporation (the so called October 14 agreement). Reading Community Television Inc. Profit and Loss Budget Versus Actual November 2004 through February 2005. 4. Financial Statements Reading Community Television Inc. for the Year Ending October 31, 2004. The Board of Selectmen has previously received the RCTV Annual Report. PIH/ps 4 ~,2? Agreement Between the Town of Reading and Reading Communitv Television (RCTV) This agreement between the Town of Reading through it's Town Manager, and Reading Community Television (RCTV) through it's President, provides for the following: 1. For a trial period of approximately six months expiring not later than May 1, 2005, RCTV and the Town shall operate under the provisions of an agreement dated 10/14/04, a copy of which is attached and made a part of this agreement; 2. RCTV, at the request of its Board has amended its Bylaws to conform to the October 14, 2004 agreement; 3. By the expiration of the trial period not later than May 1, 2005, RCTV will demonstrate their ability to operate in accordance with the October 14, 2004 agreement and the expectations of the Board of Selectmen; 4. If RCTV has been able to demonstrate their ability to operate in accordance with the October 14 agreement and the expectations of the Board of Selectmen, then the Board of Selectmen and RCTV will sign the October 14 agreement; 5. In the event that RCTV has not been able to demonstrate this, the Board of Selectmen may either extend this agreement, or de-designate RCTV as the Community Access provider; 4. The Town has directed that all distributions from Comcast paid pursuant to- the franchise agreement to be paid to the Town of Reading, and the Town has in fact received those payments; 5. The Town will pay from the operating funds from Comcast to RCTV on the first of each month beginning November 1, 2004, one twelfth of the annual operating payment; 6. The Town has received the $50,000 capital fund from Comcast, and will release portions of said funds to RCTV upon request for specific capital items. Signed this _ day of November 2004 Town Manager President - RCTV AGREEMENT BETWEEN THE TOWN OF READING AND RCTV, DESIGNATING RCTV AS THE COMMUNITY ACCESS CORPORATION This agreement dated this _ day of 2004, by and between the Town of Reading with it's offices at Town Hall, 16 Lowell Street, Reading Massachusetts (the "Town"), and RCTV , through it's Board of Directors, with it's offices at 224 Ash Street, Reading Massachusetts ("RCTV"), who agree as follows: In consideration of the mutual promises and covenants set forth herein, the parties agree as follows: 1 Designation of Community Access Corporation RCTV is hereby designated by the Town as Reading's Community Access Corporation.. By virtue of this agreement RCTV is the designated P.E.G. (Public, Education, Government) Access Corporation for the Town of Reading, MA. 2 Agreement Period 2.1. Agreement Period - The initial Agreement period between the Town of Reading and RCTV shall expire on November 23, 2008, coterminous with the expiration of the franchise agreement between the Town of Reading and Comcast or it's successors and assigns. Following it's expiration, the Agreement may be extended at the sole option of the Town for a period of up to six months after the expiration of the franchise agreement with Comcast, under the same terms and conditions of this initial Agreement or such terms and conditions as mutually agreed upon. During the six-month period of extension, the Agreement may be terminated by the Town at any time with thirty (30) days notice to RCTV. If funding from Comcast or its successors and assigns is decreased, service may be diminished. 3 Performance Review 3.1. Performance Review - No earlier than Jan. 1St and no later than March 1 st of each year, beginning January 1, 2005, an annual review of RCTV's technical performance will be conducted by the Reading Telecommunications and Technology Advisory Committee ("TTAC"). The results of this evaluation shall be presented by TTAC at a joint meeting of the Reading Board of Selectmen and the RCTV Board of Directors. The performance of RCTV will be measured using conformance with respect to all aspects of this Agreement, accomplishment of prior year's goals, and establishment of goals for the next year. A written report of the review shall be completed within sixty days of the completion of the review, and will be filed with the Town Clerk's office. 3.2. If the incumbent community access corporation (RCTV) is in material breach of terms of this Agreement and the service level agreement„ the Board of Selectmen may remove RCTV as the designated local access provider. 5,0, AGREEMENT BETWEEN THE TOWN OF READING AND RCTV RE COMMUNITY ACCESS CORPORATION 03/23/05 4A 4 BudLet and Audit 4. 1. 'Budget - RCTV's budget shall be made available to the Board of Selectmen within 15 days of the beginning of RCTV's Fiscal Year (November 1), and the audited fiscal report of the access corporation will be made available to the Board of Selectmen when completed but no later than January 31 following the end of the fiscal year. Reasonable requests by the Town for further financial information will be complied with on a timely basis. 5 RCTV Board of Directors 5.1. RCTV will, in accordance with its duly adopted bylaws, establish the membership and a qualification of it's Board of Directors. Said bylaws shall not permit a Board of Directors in excess of 9 in number. The Bylaws addressing Board of Director's membership shall include language providing for Town representation as hereinafter provided. 5.2. Town representation on RCTV Board - The Town shall, have full membership on the RCTV Board of Directors as provided below: The Board of Selectmen shall appoint one member, and the School Committee shall appoint one member. If, within 30 days of the vacancy the School Committee has not appointed it's member, then the Board of Selectmen shall appoint that member also.. All members appointed as Town Representatives shall be fully voting members and shall have all of the rights of all other members of the RCTV Board of Directors. 5.3. Removal of Town member of RCTV Board - The appointing authority (Board of Selectmen or School Committee) shall have removal authority over its appointees. If the RCTV Board of Directors has concerns about a Town appointee to the RCTV Board, it It will notify the Appointing Authority of such concerns. At no time may an election to the RCTV Board of Directors result in a majority of the RCTV Board of Directors being non-residents of the, Town of Reading, MA. 5.4. Meeting with the Board of Selectmen When requested to do so by the Board of Selectmen, and upon reasonable notice, the RCTV Board shall meet with the Board of Selectmen to discuss any matters of mutual concern regarding Cable TV issues in the community. 6 Assets 6.1. Assets from Comcast et al. All assets of RCTV are the property of RCTV. Notwithstanding this statement, assets acquired by RCTV through funding from the Town's cable television franchisee, including Comcast and its predecessors, successors , and/or assigns, pursuant to the Town's cable television franchise agreement(s), shall not be pledged to any creditor as an asset of RCTV or used as collateral to secure any debt authorization incurred by RCTV or to be incurred by RCTV. RCTV may trade-in capital equipment in order to upgrade such equipment in order to fulfill its duties under this Agreement, as well as its corporate purposes. AGREEMENT BETWEEN THE TOWN Or READING AND RCTV RE COMMUNITY ACCESS CORPORATION 03/23/05 4& ,i 'i 6.2. Separate accountine of assets. RCTV shall keep such assets acquired as described in section 6.1 of this Agreement separate from assets acquired from other sources. A listing of the assets segregated as described above, shall be submitted to the Board of Selectmen at the same time as the annual operating budget is submitted. 6.3 Assets acquired throuLyh donation. Any assets acquired by RCTV through donation or otherwise from sources other than through the cable TV franchisee as outlined above, are not subject to the prohibitions in paragraph 6.1. Further, if upon the donation of assets another method of disposition other than that outlined in paragraph 6.4. is specified, then such method of disposition shall control. 6.4. Disposition of assets. RCTV shall include in it's bylaws language that provides that upon termination (including expiration of this Agreement) of the agreement between the Town of Reading and RCTV, or upon dissolution of RCTV for whatever reason, that 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 1 month of termination and/or dissolution, the assets will become the property of the Town of Reading. 7 Dutv of RCTV to Televise Meetin$s 7.1. Reauirement for coverage. At a minimum, RCTV shall cover all Reading Board of Selectmen, Reading School Committee, and Reading Town Meetings live when technically possible. Other requested government meetings shall be taped with support of sponsors, to cover costs. 72. The Town of Reading shall inform RCTV in advance of all meeting schedules for the bodies identified in paragraph 7.1 in writing. 73. Reservation or checkout of equipment for events covered by volunteers will be on a first-come, first-served basis. 8 Town's Oblieations 81. The Town of Reading shall have the following obligations to RCTV for the term of this Agreement: 8.1.1. Money designated in the Cable contract for local access will be delivered to RCTV in the most expeditious manner possible. 8.1.2. The Board of Selectmen will provide feedback from the annual review in writing, as provided in section 3.1 of this agreement. 8.1.3. The Board of Selectmen will provide timely notification of issues or problems as they arise, so that RCTV may address these issues or problems prior to their annual performance evaluation. 8.1.4. The Board of Selectmen will provide RCTV advocacy with the cable provider, on issues related to the community access corporation. 8.1.5. The Town of Reading will provide RCTV with necessary information on government meetings and bulletin board communication in writing in a timely manner. AGREEMENT BETWEEN THE TOWN OF READING AND RCTV RE COMMUNITY ACCESS CORPORATION 03/23/05 aI . 8.1.6. The Town of Reading may require live coverage only where there is I- loop availability. 8.1.7. The Board of Selectmen will pursue additional funding for RCTV on a best-effort basis. 9 Trainine and Instruction 9.1. Studio Training. Each quarter RCTV shall offer and run not less than one basic PEG Access education course for training members and the public in basic TV production. Said course is a pre-requisite of all other courses. In addition, at a minimum RCTV shall offer and run each quarter, in addition to the Basic PEG course, training courses in the areas of camera operation, lighting, sound production, editing, directing, on-air talent, television production, and others as needed. A minimum of two of these courses shall be offered each quarter. If more than three courses as specified herein are requested by the members or the public, and the classes can be adequately populated (more than two individuals), RCTV shall make a good faith effort to provide this additional training. 9.2. School Svstem Instruction. Separate from training as required in paragraph9.1, RCTV will provide an instructor to teach a minimum of one course per year at Reading Memorial High School, or other Reading school if mutually agreed upon by RCTV and the School Department. The Reading School Department shall provide an adequate classroom for providing said instruction. The time of the class shall be mutually agreed upon by both parties: however said class shall be conducted during normal class times on a repetitive schedule (same class time each day). The object of the course shall range from teaching the technical aspects of camera operation to production of television grade programs (at a quality level to air on the local PEG access station). A minimum of two weeks prior to the start of the course, the instructor shall develop a curriculum guide and submit it to the principal or appropriate authority for approval. The curriculum shall be developed and may be revised on an as needed basis for the School Department's and RCTV's needs. Said curriculum may include all aspects of television production from camera operation, lighting, sound production, editing, directing, on-air talent, and television production. The curriculum guide shall be updated annually to keep up with changes in the industry, technology, and methodologies and also to reflect support' for the mission and expectations of Redding Memorial High School. If a basic training class is run one semester and the students who took the course would like a more advanced class, said class shall be provided as mutually agreed upon by the School Department and RCTV. There shall be agreement on a minimum and maximum number of students per class. RCTV will make a good faith effort to provide an instructor for additional classes. 10 Law and Couvwri2ht RCTV shall abide by all applicable laws, rules, and regulations of the United States of America, the Commonwealth of Massachusetts, and the Town of Reading, including those related to copyright law. The parties recognize that AGREEMENT BETWEEN THE TOWN OF READING AND RCTV RE COMMUNITY ACCESS CORPORATION 03/23/05 RCTV has the obligation to broadcast programming that is not produced by RCTV. Therefore, RCTV shall not be held responsible for violations of copyright law for programming that it has not produced. 11 Dutv to broadcast All shows produced at RCTV shall be allowed to be shown on the local cable stations at least once. 12 Insurance 12.1 Proof of Insurance. Within five days after the award of this contract, and prior to the commencement of any work activity, RCTV shall submit to the Town Manager of the Town of Reading certificates of insurance clearly stating that the insurance policies required in the following paragraphs have been issued to RCTV. The certificate must be in a standard insurance form by a company licensed to do business in the Commonwealth of Massachusetts, and shall be in a form satisfactory to the Town Manager. For the duration of this contract, evidence of such coverage shall be filed with the Town Manager. Liability policies shall name, in addition to any other, the Town as an additional insured. 12.2 Workers Compensation. RCTV shall, before commencing the contract, provide insurance for the payment of compensation, and the furnishing of other benefits, as required by Massachusetts General Laws chapter 152 to all persons employed under the contract, and shall continue such insurance in force and effect during the term thereof. Statutory limits shall apply. 12.3 Comprehensive General Liability Insurance. RCTV shall carry Public Liability Insurance with an insurance company satisfactory to the Town so as to save the Town harmless from any and all claims for damages arising out of bodily injury or destruction of property caused by accident resulting from the use of implements, equipment or labor used in the performance of this agreement or from any neglect, default or omission or want of proper care or misconduct on the part of RCTV, its employees, agents or subcontractors in its employ during the execution of the work. Minimum coverage shall be as follows: 12.3.1 Liability for bodily iniurv. including accidental death: The following minimum limits shall apply: $500,000 for any one person. Subject to the limit for each person. $1,000,000 on account of one accident. 12.3.2 Liability for brODerty damaLye. The following minimum limits shall apply: $1,000,000 on account of any one accident $1,000,000 on account of all accidents. 12.3.3 Automobile Liability Insurance. In the event that RCTV owns or leases a vehicle, it shall procure and maintain, during the life of this contract, Comprehensive Automobile Liability Insurance, including all owned, non- owned, and hired automobiles, covering bodily injury, including accidental death, with limits of $1,000,000 per person, $1,000,000 per occurrence and property damage insurance with limits of $1,000,000 per occurrence. AGREEMENT BETWEEN THE TOWN OF READING AND RCTV RE COMMUNITY ACCESS CORPORATION 03/23/05 12.4 Notice of Cancellation RCTV shall not cancel, change or revise any insurance relating to this contract without at least 30 days prior written notice to the Town Manager. Prior to the effective date of such cancellation, RCTV shall take out new insurance to cover the policies so canceled and shall provide certificates stating that such insurance is in effect. 12,5 The Town shall be named as the loss payee for all damaged or lost equipment that is owned by the Town of Reading. 13 Indemnification 13.1 RCTV agrees to save, defend, indemnify and hold harmless the Town of Reading against any and all suits, claims, or liabilities of every name, nature or description arising out of or in consequence of the acts of its agents, servants or employees, in the performance of the obligations under this Agreement or by reason of its failure to fully comply with the terms of this Agreement, such indemnity to run to the Town's officers, agents and employees. RCTV is at all times an independent contractor and not an agent or employee of the Town. No act of commission or omission by either party shall make the other a principal, agent, joint venture, partner or employee of the other. 13.2 Subject to the limitations of Massachusetts General Laws Chapter 258 and any other legal limitation, the Town will hold RCTV harmless and will indemnify RCTV against any loss, claim, damage or liability arising out of or resulting from the acts of the Town's agents, servants, or employees in performance of its obligations under this agreement. 14 Non-assignment 14.1 Neither this Agreement nor any interest herein shall be assigned, . transferred, or sub-contracted by RCTV, except as expressly authorized in writing by the Town through its Board of Selectmen, which consent may be withheld in the sole and absolute discretion of the Town. Dated this day of 2004 For the Board of Selectmen for RCTV Town Manager President AGREEMENT BETWEEN THE TOWN OF READING AND RCTV RE COMMUNITY ACCESS CORPORATION 03/23/05 • 4:31 PM Reading Community Television, Inc GOV A 03107/05 Profit & Loss Budget vs. Actual - Accrual Basis November 2004 through February 2005 Nov '04 - Feb 05 Budget $ Over Budget % of Budget Ordinary Income/Expense Income Contracted Services 675.00 4,000.00 -3,325.00 16.9% Contributions Income 46,791.40 112,308.96 -65,517.56 41.7% Grants 0.00 1,000.00 -1,000.00 0.0% Membership Dues 141.00 3,000.00 -2,859.00 4.7% Sponsorship Income 3,000.00 12,000.00 -9,000.00 25.0% Tape Sales 0.00 2,000.00 -2,000.00 0.0% Total Income 50,607.40 134,308.96 -83,701.56 37.7% Expense Bank Service Charges 0.00 0.00 0.00 0.0% Contract Labor Accountant 1,750.00 1,800.00 -50.00 97.2% Meeting Coverge 885.00 6,000.00 -5,115.00 14.8% Production Assistant 0.00 0.00 0.00 0.0% Total Contract Labor 2,635.00 7,800.00 -5,165.00 33.8% Dues and Subscriptions 0.00 600.00 -600.00 0.0% Insurance D&O Insurance 0.00 1,400.00 -1,400.00 0.0% Liability Insurance 1,070.56 3,000.00 -1,929.44 351% Worker's Compensation Insurance 0.00 400.00 -400.00 0.0% Insurance - Other 0.00 2,000.00 -2,000.00 0.0% Total Insurance 1,070.56 6,800.00 -5,729.44 15.7% Janitorial 231.00 1,800.00 -1,569.00 12.8% Loan Repayment 0.00 3,162.50 -3,162.50 0.0% Member Appreciation 239.55 1,000.00 -760.45 24.0% Outreach 0.00 1,000.00 -1,000.00 0.0% Payroll Expenses Medical insurance 545.45 Salaries, Taxes, &Expenses 24,598.83 79,000.00 -54,401.17 31.1% Payroll Expenses - Other 60.00 Total Payroll Expenses 25,204.28 79,000.00 -53,795.72 31.9% Postage and Delivery U0 1,000.00 -1,000.00 0.0% Printing and Reproduction 246.65 500.00 -253.35 49.3% Professional Development 100.00 1,500.00 -1,400.00 6.7% Professional Fees Legal Fees 0.00 1,000.00 -1,000.00 0.0% Total Professional Fees 0.00 1,000.00 -1,000.00 0.0% Repairs Computer Repairs 668.95 Repairs - Other 0.00 5,000.00 -5,000.00 0.0% CPO Total Repairs 668.95 5,000.00 -4,331.05 13.4% Pagel 4:31 PM 03107(05 Accrual Basis Supplies Office Production Supplies Tapes Total Supplies Telephone Utilities Alarm Monitoring Gas and Electric Water Total Utilities Total Expense Net Ordinary Income Net Income Reading Community Television, Inc Profit & Loss Budget vs. Actual November 2004 through February 2005 Nov '04 - Feb 05 Budget $ Over Budget % of Budget 781.67 1,500.00 -718.33 52.1% 498.14 4,000.00 -3,501.86 12.5% 634.50 2,200.00 -1,565.50 28.8% 1,914.31 7,700.00 -5,785.69 24.9% 348.99 1,300.00 -951.01 26.8% 0.00 350.00 -350.00 0.0% 2,181.56 5,600.00 -3,418.44 39.0% 62.49 200.00 -137.51 31.2% 2,244.05 6,150.00 -3,905.95 36.5% 34,903.34 125,312.50 -90,409.16 27.9% 15,704.06 8,996.46 6,707.60 174.6% 15,704.06 8,996.46 6,707.60 174.6% Page 2 S 131 Main Street, Reading, MA 01867 Officers and Directors Reading Community Television, Inc. 224 Ash Street Reading, NIA. 01867 Tel. (781) 944-4960, Fay: (781) 944-6101 We have reviewed the accompanying statements of assets, liabilities and net assets - tax basis of Reading Community Television, Inc. as of October 31, 2003 and 2004 and the related statements of activity and changes in net assets - tax basis for the years then ended, in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. All information included in these financial statements is the representation of the management of Reading Con-ununity Television, Inc. A review consists principally of inquiries of company personnel and analytical procedures applied to financial data. It is substantially less in scope than an examination in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for thein to be in conformity with the basis of accounting described in Note B. Reading, Massachusetts December 16, 2004 t O Certified PLJ)Iic Accountants STATEMENTS OF ASSETS, LIABILITIES AND NET ASSETS - TAX BASIS READING COMMUNITY TELEVISION, INC_ October 31, 2003 and 2004 ASSETS 2003 2004 CURRENT ASSETS: Cash $ 21,066 $ (2,340) Accounts receivable 113,152 112,310 Security deposits 20 20 134,238 109,990 PROPERTY AND EQUIPIVIENT: (Note B) Office equipment 268,429 282, 803 Less accumulated depreciation (137,206) (I74,996) 131,223 107,807 $ 265,462 $ 217,797 LIABILITIES & NET ASSETS CURRENT LIABILITIES Current portion of long term debt $ 2,324 $ 2,510 2,324 2,510 LONG TERM LIABILITIES Note Payables - less current portion 8,150 5,640 8,150 5,640 UNRESTRICTED NET ASSETS 254,988 209,647 $ 265,462 $ 217,797 See accompanying notes and accountants' review report. Page 4 a STATEMENTS OF ACTIVITY AND CHANGES IN NET ASSETS - TAX BASIS READING COMMUNITY TELEVISION, INC. Years Ended October 31, 2003 and 2004 CASH RECEIPTS: Contributions Other income Interest income 2003 2004 $ 111,136 $ 112,442 13,103 10,096 354 229 124,592 122,768 CASH DISBURSEMENTS: Payroll expenses Depreciation (Note B) Insurance Contract labor Supplies Utilities Other Office supplies and expense Telephone Professional development Repairs and maintenance Legal and accounting Interest expense Excess of receipts over disbursements NET ASSETS - Beginning of year NET ASSETS - End of year See accompanying notes and accountants` review report. 69,765 69,195 36,559 37,790 9,707 8,150 8,111 24,761 7,723 7,455 6,181 7,527 3,677 1,996 3,185 2,636 2,698 1,519 2,340 1,570 1,962 2,922 1,780 1,750 807 838 $ 154,495 $ 168,109 $ (29,902) $ (45,341) 284,890 254,988 $ 254,988 $ 209,647 Page 5 READING COMMUNITY TELEVISION. INC. NOTES TO FINANCIAL STATEMENTS October 31, 2004 NOTE A - NATURE OF ORGANIZATION Reading Community Television provides non-commercial programming to Reading residents and organizations. It also provides training and education in the use of the programming facilities. Reading Community Television, Inc. is a tax exempt organization under section 501(c)(3) of the U.S. Internal Revenue Code. NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Method of Accounting - These financial statements have been prepared on the tax basis of accounting for the corporation based on its Form 990 filing which is accrual basis, which is a comprehensive basis of accounting other than generally accepted accounting principles. Under this basis of accounting, revenues are recognized when earned, and expenses are recorded when the obligation is incurred. Use of Estnnates - The preparation of financial statements in conformity with the modified cash basis of accounting requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Donations - All donations are considered to be available for unrestricted use unless specifically restricted by the donor. Donated Services - No amounts have been reflected in the financial statements for donated services, because no objective basis is available to measure the value of such services. Depreciation - The Corporation follows the practice of capitalizing all significant expenditures for furniture, fixtures and equipment. Depreciation is provided using the straight-line method over the estimated useful lives of the assets as follows: Office equipment - 5 years Furniture & fixtures - 7 years ft Page 6 NOTE C - LONG TERM DEBT Long term debt at October 31, 2003 and 2004 consisted of: 2003 2004 Note payable to Reading Municipal Light Department, Payable in annual installments of $3,162.46. interest Rate at 8%, final payment due April 2007. $10,474 $ 3,150 NOTE D - COMMITMENTS AND CONTINGENCIES The Corporation has entered into an agreement with the Town of Reading, that upon annual review of Reading Coinm nlity Television, Inc.'s performance and adherence to the agreement the Town of Reading Board of Selectmen may remove the Corporation as the designated local access provider. Town Manager Review - 2004 Town of Reading, Massachusetts Key to Rating Scale: (1) Meets all and frequently exceeds expectations (2) Meets all and may exceed some expectations (3) Meets some but not all expectations (4) Needs improvement. In most cases, should establish and achieve and improvement plan (5) Fails to meet expectations For BOS review and Town Manager Self Evaluation: Enter "X" in appropriate column For summation of evaluations: T - Town Manager Self-Evaluation n - Number of Selectmen choosing a given rating NOTE: Please comment on individual results achieved in relation to established expectations and other evaluation criteria. 1. GENERAL MANAGEMENT/COMMUNICATION SKILLS (1) (2) (3) (4 (5) COMMENTS: A. Prepares and distributes materials and T CA T- Done well though agendas, meeting information for the Board of Selectmen, JD GW memos and Town Meeting Warrant FinCom and Town Meeting GH reports. RS B. Provides recommendation to assist T GH T - Recommendations always clear and the Board of Selectmen, FinCom, and JD specific. Town Meeting in policy development CA and decision making RS GW C. Demonstrates ability to reach timely T T -Done well - very decisive. decisions; initilites action with JD decisiveness GH CA RS GW D. Establishes a system of reporting to T GH T -Through Weekly Notes, Town the Board current plans and activities of JD CA Manager's Report at Board of Selectmen staff RS Meetings, and intermittent emails or GW memo's as needed. GH - I have not had a sense that I am fully aware of the staff plans and current activities. E. Demonstrates ability to successfully T T - Always done well - I get opinions execute provisions of the Mass. General JD from others including Counsel if I am Laws, the Charter and Bylaws of the GH unsure of law or regulation. Town of Reading, Town Meeting votes, CA and votes of the Board of Selectmen RS GW y~► Town Manager Review - 2004 (1) (2) (3)1(4) (5) COMMENTS: F. Demonstrates the ability to delegate JD T GW T - Delegates well, with improved staff tasks and responsibilities to appropriate CA GH which can accept delegation. department heads. RS GW - My biggest problem is the assumption of Dept. Head duties - soon to be solved 2. PERSONNEL MANAGEMENT SKILLS A. Exercises leadership in creating a T CA T - Our employees are very engaged and climate that provides challenge to JD RS committed to their work. employees GH GW - Sometimes too many challenges. GW B. Establishes a system of sharing JD T T - Have missed sending some Weekly current plans and activities with staff. GH Notes, because of time constraints. This CA has proven to be the most effective means RS of communication with employees - they GW rely on it. C. Provides leadership in negotiating T T - All contracts are under negotiation in a collective bargaining agreements with JD fairly tough year. Five of the seven employees GH contracts are settled. CA RS GW D. Demonstrates ability to attract and JD T T - We are undergoing a lot of retirements retain effective employees GH CA in key positions. It will be a challenge to RS fill them but so far, we have been GW successful. E. Develops departmental goals and JD T C T - The Goals process has just gotten off relates them to the Town Manager's RS GH A the ground. The FY 2006 budget is goals as established by the Board of GW directly related to goals, and the goals Selectmen statement and specific budget goal setting are part of the budget document. F. Develops and maintains a system for JD T T - All staff except for Firefighters are staff performance evaluation GW GH evaluated at six months and then annually. CA GH - I believe this is done but the Board RS does not see reports. G. Demonstrates the ability to create a T GH T - See 2 A above climate in which employees feel JD CA empowered to take personal initiatives, GW RS propose new ideas and challenge "the way things are" q62..- Town Manager Review - 2004 3. FINANCIAL MANAGEMENT SKILLS (1) A. In conjunction with the Budget T Foil Financial Forum, plans and JD organizes the preparation of the annual GH budget that provides a financial plan for CA all Town fiends by activity, function, and RS department/division GW B. Continually modifies and improves JD the long and short term budgeting process CA RS GW (2) (3) (4) (5) COMMENTS: T - The support from participants changes from year to year, and I try to respond to that. T GH C. Annually updates the ten year capital JD T improvement plan with review by the RS GH Capital Improvement Advisory GW CA Subcommittee and proposes methods of financing D. Aggressively pursues available T GH federal, state and private grant monies in JD support of prioritized Town operational CA and capital needs RS GW E. Effectively supervises bids and T proposals, negotiates and awards JD contracts in the best interest of the Town, GH and takes responsibility for examining CA and inspecting materials, supplies, and GW services rendered 4. PLANNING SKILLS (1) (2) A. Anticipates the needs of the Town T and develops plans and proposals to meet JD them GH CA RS GW T - I have some new ideas from an MMMA session that I attended, but interestingly the "better" cominunities are doing much of what we do - forecasting for three years, etc. T - Some good progress especially in the area of building maintenance. Suggestion has been made to establish a Capital Committee again. GH - The Town Manager manages the Capital Plan but there is no active Capital Improvement Advisory Committee and the BOS should establish one. T - Fire grants, street improvement program for Downtown. RS T - Done well. Once in a while, we find ourselves out of compliance - like the parking ticket program where the expenses crept over the threshold for quoting - and we corrected it immediately. RS - The water line replacement project at Birch Meadow lacked the necessary oversight to keep it on schedule. (3) (4) (5) COMMENTS: T - Done well. GW - As shown by the inclusion of new Crossing Guards in the budget. qC3 Town Manager Review - 2004 (1) (2) (3) (4) (5) COMMENTS: B. Determines and plans for fixture space T CA T - Major issue is recreation space. Some and facility needs to operate Town JD real opportunities exist at the Water Government effectively GH Treatment Plant site. RS RS - Strong focus on new water treatment GW plant and tie-in to MWRA. C. Plans for the timely repair and T CA T - Much improved relationship with maintenance of all Town-owned facilities JD GW Building Maintenance Director. under his control, including their rental GH GW - Needs to work with School Dept. to and use (as appropriate) RS develop written long term maintenance plan and separate Capital Plan. D. Demonstrates the ability to T T - As much as we like to plan, new successfully deal with unforeseen and JD things come up that need to be addressed uncontrollable events affecting the GH - like a Verizon Cable TV franchise Town's financial, physical and social CA opportunity. well being RS RS - The significant number of snow GW storms this past winter were handled successfully E. Periodically reviews and suggest T T - We did a complete review of policies improvements to Town policies and JD this year - and reviewed the Charter procedures GH through the Charter Review Committee - CA two major efforts. RS GW 5. INTERORGANIZATIONAL COOPERATION SKILLS (1) (2) (3) (4) A. Works effectively with Federal, T State, County and other local JDG government representatives H CA RS GW B. Monitors and acts on regional issues T CA of importance to Reading JD GH RS GW C. Maintains good working T relationships with other Town agencies JD to maximize coordination and economy GH of service delivery CA RS GW (5) COMMENTS: T - We have an excellent working relationship with State and Federal legislative delegations of both parties. GW - EXTRA KUDOS T - Reading continues to lead in this area - we are currently looking at sharing a Public Health Nurse T - Excellent relationships with the GM of the RMLD, the Superintendent of Schools, and the Exec. Director of the Housing Authority. RS - Positive collaboration with School Superintendent on a wide variety of issues. qgl Town Manager Review - 2004 6. LEADERSHIP AND MENTORING SKILLS (1) (2) A. Interprets policies to staff and gains T CA support for their implementation JD RS GH GW B. Develops and maintains a system for JD T staff development and training. GW GH Motivates employees to attain high CA performance RS C. Keeps abreast of current JD T developments in the field of public GH RS administration CA GW D. Actively pursues own professional JD T development by attending and CA GH participating in professional meetings RS DW E. Models effective management T GW practice through delegation JD GHC A RS (3) (4) (5) COMMENTS: T - Not always an easy task but it is accomplished well. T - Improving. The MIIA Rewards Program provides some assistance in this. T - Work hard at this. T - Spend more time and resources on this. 7. COMMUNITY OUTREACH SKILLS (1) (2) (3) (4) (5) COMMENTS: A. Interprets policies to the public and T CA T - Done - not always easy. gains support for their implementation JD GW - Ask the Town Manager GH RS GW B. Establishes a system of reporting to JD T T - Mainly through YCC, Ask the Town the public, the current plans and activities RS GH Manager, and Town Manager Reports to of the Board of Selectmen and Town GW CA the Board of Selectmen. staff GW - Ask the Town Manager C. Promotes effective and open T CA T - Always accessible. communications with the public, malting JD fiill use of the media and personal GH visibility in representing the Town RS GW q F.S' Town Manager Review - 2004 (1) (2) (3) (4) (5) COMMENTS: D. As ombudsman, demonstrates T CA T - Deal a fair amount one on one with sensitivity to community individuals JD RS resident issues. We are usually able to problems in accessing Town services and GH solve the problems. responds effectively GW RS - Several residents have had to contact the BOS this past year in order to have their issues addressed. E. Supports and recognizes the efforts of JD T T - Through Volunteer receptions in E/HS volunteer citizens in the community GH and Library, support for Adopt-An-Island CA Program. RS GW F. Communicates and implements a T CA T - Generally, I believe so. Sometimes caring attitude on behalf of Town JD have to make hard decisions. government toward citizen concerns GH RS GW 8. PRIORITY GOALS FOR 2004 (1) (2) (3) (4) (5) A) Enhance and maintain the financial T strength of the community in order to JD have the resources to accomplish its GH priority services. CA RS GW B) Develop and maintain infrastructure JD T GH in a manner that reflects the significant CA RS community investment and financial GW support for its constriction and development. C) Maintain and fiirther enhance open JD T communications and relationships within GH CA Town government and between Town GW RS government and its residents. D) Support Public Health and Safety as JD T priority local services, with assistance GH RS from Federal, State and regional CA resources. GW GH - Capital Planing needs more involved effort to ensure protection of investment. GW - The biggest problem here is lack of financial resources. qE(o Town (1) E) Continuously evaluate and improve JD the services the Town provides, and how CA the services are delivered. GW Vianager Review - 2004 (2) (3) (4) (5) COMMENTS: GW - Excellent Elder & Human Services T Study GH RS F) Utilize strategic planning on all JD T levels, to provide a framework for CA GH decision malting. GW RS RECOGNIZED STRENGTHS: T - This is an extraordinarily busy time for the Town of Reading. We have a number of major developments going on, with a lot of public and internal pressures related to those. We are tackling some difficult issues like affordable housing. We have major public investment in roads, water, and sewer systems, as well as school buildings. We have a number of staff changes, mostly through retirements. All labor contracts were up for negotiation. We have budget issues related to health insurance. Through all of this, we are able to continue to do the routine things, fill positions with quality people, and continue to move forward on major projects. This is truly an extraordinary community, with excellent elected leadership and a very strong management team. JD - He has my highest marks in all regards. Reading is very fortunate to have such a Town Manager well respected by all its citizens. I hope he remains as now for many years to come. GH - Peter is an extremely effective manager who achieves the most possible with the limited resources available. CA - The past year has been inundated with one situation after another needing to be addressed. The Town Manager has provided different forums in which to discuss and evaluate options to address the issues. The use of suggested task force committees has been most successful in the study of two thorny issues, and the Town Manager has been very involved in keeping these committees on track. The Town Manager has always displayed tremendous leadership abilities as was well documented by the recent police chief designation. It is apparent that Peter's decision-malting process is based on a true commitment to doing what is best for all of the citizens of Reading. CA - Further Action Required: This coming year the evaluation process for the Town Manager will be based on the attainment of designated goals by the town departments. The establishment of goals will require immediate implementation which is approved by the BOS needs to be forthcoming to the Board of Selectmen very quickly. RS - In general, the role of Town Manager in Reading is growing in both complexity and workload. Peter continues to meet these increased challenges. qg7 Town Manager Review - 2004 GW - Peter is the most positive person I have met. The plus side to this is the effect of pulling people up if they start slipping. The other side of the coin is that sometimes unless you look closely it gives the effect that everything is rosy. In this instance the plus far outweighs the minus. In my opinion very little is accomplished by negative people. There is no stretching. On the other side nothing is ever perfect and the bigger problems should be at least touched on earlier in the process - so that the picture is more realistic. AREAS FOR IMPROVEMENT: CA - We are falling behind in our attempts to make certain that all agenda items which have come before us are moving forward and being resolved. Even though we were not as diligent at attending to them in the past, we need to keep them in the limelight! Restoration of the Action Item Lists is a necessity. EVALUATED BY: TOWN MANAGER COMMENTS: DATE: I acknowledge review and discussion of this evaluation with the Board of Selectmen. Town Manager Date qe'S Board of Selectmen Meeting March 14, 2005 For ease of archiving, the order that items appear in these Minutes reflects the order in which the items appeared on the agenda for that meeting, and are not necessarily the order in which any item was taken up by the Board. The meeting convened at 7:30 p.m. in the Community Room at the Coolidge Middle School, 89 Birch Meadow Drive, Reading, Massachusetts. Present were Chairman Richard Schubert, Vice Chairman Camille Anthony, Secretary Gail Wood, Selectman Joseph Duffy, members of the School Committee and members of the Substance Abuse Prevention Advisory Committee. Also present were Police Detective Mile Saunders, Health Administrator Jane Fiore, Town Manager Peter Hechenbleikner and a number of interested residents. Karyn Storti, Bill Carrick and Marl. Staniul of the Substance Abuse Prevention Advisory Committee made a presentation on what is SAPAC, its purpose, its goals, what it does, information about data and observation, a review of oxycontin and heroin use in the community, signs of opiate use and withdrawal, treatment interventions, what to do and how to support and complement the work of the Substance Abuse Prevention Advisory Committee. Gary Nihan of the School Department presented the Life Skills training program for elementary and middle schools, including what is the Life Skills program, why Life Skills training, what are the components, research, and who do you call. Those present indicated that there is an issue with substance abuse in the community. The meeting this evening is one step in generating public knowledge of the issues. Community involvement is a critical component. Police Detective Mile Saunders and the Health Administrator Jane Fiore also spoke. On motion by Anthony seconded by Duffv. the Board of Selectmen voted to adiourn their meeting of March 14. 2005 at 9:08 o.m. by a vote of 4-0-0. Respectfully submitted, Secretary 5;& ft Board of Selectmen Meeting March 15, 2005 For ease of archiving, the order that items appear in these Minutes reflects the order in which the items appeared on the agenda for that meeting, and are not necessarily the order in which any item was taken up by the Board. The meeting convened at 7:45 p.m. in the Selectmen's Meeting Room, 16 Lowell Street, Reading, Massachusetts. Present were Chairman Richard Schubert, Vice Chairman Camille Anthony, Secretary Gail Wood, Selectmen Joseph Duffy and George Hines, DPW Director Ted McIntire, Water Treatment Plant Supervisor Peter Tassi, Town Manager Peter Hechenbleilaner, Paula Schena and the following list of interested parties: Tom Ryan, Frank and Claire Hadley, Vinnie Cameron, Andrew Herlihy, Paula O'Leary, Stephen Goldy, Kerry Mackin, Will Finch, Gina Snyder. Chairman Richard Schubert offered a moment of silence for the passing of Police Officer Charles Lentini. Reports and Comments Selectmen's Liaison Reoorts and Comments - Selectman Gail Wood noted that she saw the Red Sox Trophy and suggested sending a letter of appreciation to the Red Sox Organization. Chairman Richard Schubert noted that the Interchange Task Force learned that the Mishawum Station is up for sale to a developer, and the Subcommittee sent a letter asking for reconsideration of selling the property. Public Comment - Tom Ryan noted that he sent correspondence regarding the sidewalk plow putting snow in his yard and wanted to note that during the last storm, the snow was put on the tree lawn. He also reminded the Board about the Spelling Bee. Town Manaeuer's Report The Town Manager gave the following report: ♦ The Red Sox Trophy was in Reading on March 9th at the Senior Center. There was a nice crowd and a lot of smiling faces. The Lottery and Red Sox representatives were great. ♦ For the first time in Reading's history, we will probably top $1 million in snow and ice control costs for a single year. We get some FEMA reimbursement for some of the costs of the January blizzard. ♦ The Board of Selectmen had a good meeting last night with the SA-PAC and the School Committee on substance abuse. ♦ Next Monday, the Board of Selectmen and School Committee will meet with the Finance Committee on Health Insurance. This is an educational forum for the three bodies. ♦ Department Heads are meeting tomorrow with our State Reps and Senator on a variety of issues. ♦ The legislative delegation is then meeting with our Insurance Advisory Committee on Health Insurance Issues. Board of Selectmen Meeting - March 15. 2005 - Page 2 ® Town employees have suffered three losses in the last week - Fire Lt. Peter Marchetti's two year old son died - he had suffered since birth with spina bifida. Then Police Officer Charlie Lentini passed away last Thursday and most recently, Accounting Administrator Lisa O'Brien's husband passed away very suddenly at age 39. It's been a very difficult week for our employee family. ® The Fire Department has secured two grants: $6200 in reimbursement of our work by Police, Fire and DPW on behalf of the DNC last Summer; and $39,000 for primarily technology and training for the Department. The Fire Department is also submitting for reimbursement for the removal of the Underground Storage Tank at the High School. If all of that is not enough, the RFD is submitting our FEMA application for reimbursement for snow/ice expenses from the January blizzard. ♦ The Wood End working group has had two meetings and is meeting again on March 18th. The discussions and cooperative attitude are excellent. e I need a Board of Selectmen representative to meet with me and a representative of the Finance Committee and School Department representative on the Finance Director's position. Joe Duffy and Gail Wood met with me and Special Counsel as well as a representative of RCTV and T-TAC to begin the process of developing the Town's negotiation position on a CATV franchise with Verizon. We will meet again in about a month. After discussion with Town Counsel, I have asked Bill Solomon of Stoneham to submit a proposal to provide Special Counsel services on this matter. Bill Solomon is Stoneham's counsel and also has negotiated a number of CATV franchise agreements in the State. Proclamations/Certificates of Appreciation Certificate of Avnreciation. Frank Hadlev. RMLD - Frank Hadley was present to receive the Certificate. Also present were his wife Claire, RMLD General Manager Vinnie Cameron, RMLB Member Andrew Herlihy and Paula O'Leary. A motion by Duffv seconded by Hines to approve the Certificate of Avnreciation for Frank Hadlev for 50 vears of service in the Reading Municival Light Devartment was avnroved by a vote of 4-0-0. (Vice Chairman Camille Anthony arrived late.) Personnel & Appointments Conservation Commission - The Board interviewed Stephen Goldy for one position on the Conservation Commission. Hines moved and Wood seconded to place the following name into nomination for one position on the Conservation Commission with a term expiring June 30. 2006: Stephen Goldv. Mr. Goldv received five votes and was appointed. Discussion/Action Items Close Warrant - 5"' Grade Town Meeting - The Town Manager noted that the community participated in the 5"' Grade Town Meeting last year and the feedback was wonderful. The Town Manager noted that Article 3 would require students to wear uniforms, and Article 4 r 4 would extend the school day to 4:00 p.m. and eliminate homework. Board of Selectmen Meeting - March 15. 2005 - Page 3 The 5cn Grade Town Meeting is scheduled for April 1, 2005 at 9:00 a.m. at the RMHS Auditorium. A motion by Hines seconded by Wood to close the Warrant consisting of four Articles for the Special Fifth Grade Town Meeting to take Mace at 9:00 a.m. on April 1. 2005 at the Reading Memorial High School Auditorium, 62 Oakland Road in Reading. was approved by a vote of 5-0-0. Annroval of YMCA Conservation Restrictions - The Town Manager noted that all work has been completed. The YMCA and Conservation Commission have approved it and the Commonwealth will sign last. Chairman Richard Schubert asked if the land will be available for school use and for teaching purposes, and the Town Manager indicated that it will. A motion by Wood seconded by Anthonv to approve the grant of conservation restriction with the YMCA was approved by a vote of 5-0-0. Establish Screening Committee for Town Accountant - The Town Manager noted that he drafted a policy for the Screening Committee for the Town Accountant. The Committee will consist of two Selectmen, one member of the School Committee or staff, one Finance Committee member, and one resident from the community. The purpose will be to review the Job Description, criteria, narrow the field, and select the finalist to recommend to the Board of Selectmen. Selectman Gail Wood asked if the recommendation will go directly from the Committee to the Board of Selectmen without going through the Town Manager. The Town Manager indicated that he will staff the Committee and participate. Selectman George Hines recommended that the Committee bring three names to the Board of Selectmen, otherwise the Committee would be making the decision. Chairman Richard Schubert agreed. Anthonv moved and Hines seconded to auvrove the poliev establishing an ad hoc Town Accountant Screening Committee dated March 15. 2005. Hines moved and Wood, seconded to amend the last bullet so that the Screening Committee selects a minimum of three finalists. The motion to amend was approved by a vote of 5-0-0. The main motion. as amended, was approved by a vote of 5-0-0. Schedule Site Visit to 15 Timothv Place - The Town Manager noted that this was before the Board of Selectmen in November. The property owner is requesting a site visit. The Town Manager noted that he did a site visit and the issue is that the property owner's contractor built in the right of way. He asked for approval to use part of the right of way but the Board of Selectmen denied it. He will be asking for easement of portions. Vice Chairman Camille Anthony noted that the Board has made their stance clear on this matter. Board of Selectmen Meeting - March 15. 2005 - Page 4 Anthonv moved and Wood seconded that absent anv new information the Board of Selectmen reaffirm the Board's vrevious decision regarding encroachments of 15 Timothv Place onto the right of wav. The motion was anAroved by a vote of 5-0-0. Review Status of Reading's Anblication before the Water Resources Commission for Bull-In to MWRA - The Town Manager noted that MEPA approved the environmental report when we submitted our application. Public outreach is ongoing and there will be workshop for residents on March 29th at 7:00 p.m. A total of 386 customers have filed rebates for low flow toilets, clothes washers and rain sensors. The total estimate of water saved per year is 5 million gallons. A total of 102 homes have had water audits. All municipal buildings have low flow toilets and faucets. The Town has saved 456 million gallons of water over the past five years with the leak detect program. The Town Manager noted that if the Water Resource does not approve this, then he suggests the Selectmen stop the process. DPW Director Ted McIntire and Water Treatment Plant Supervisor Peter Tassi were present. Ted McIntire noted that the process has taken five years and is frustrating. He is hopefiil that the Water Resource Commission will approve. He does not Imow of any other community doing what we are doing. Selectman George Hines asked if there were any reasons why the WRC wouldn't approve, and Ted McIntire noted that stream flow triggers are an issue. There are limitations on the Water Treatment Plant - we can't just turn it on and turn it off. He doesn't know if we will be able to tie into the stream flow triggers. The Town Manager noted that we will be reducing our daily water amount by one half. He also noted the rates will be higher but this is the right thing to do. Selectman George Hines noted that monthly billing would help and tiered rates too. The Town Manager noted that both are potentials but there is a cost to change to a monthly billing. Ted McIntire noted that we enforce our conservation program and it works. All residents receive a stuffer in the bill and they encourage rain sensors. Vice Chairman Camille Anthony asked if we can do rebates for the rain barrels, and Ted McIntire noted that he would look into it. Kerry Mackin, from the Ipswich River Watershed Association, noted that they have repeatedly supported the interbasin transfer in concept, and will be an improvement but not enough to prevent the river from being pumped dry. She feels that the Town of Reading is not doing enough to conserve water use and would like the Town to purchase more water from the MWRA than what we are asking for. Chairman Richard Schubert noted that Reading has been proactive to conserve its water usage. Kerry Mackin noted that her main concerns outside of the water restrictions is that if the Town had triggers, then that could save a lot of water. The Town Manager noted that if the Town used a trigger in 1999, we would have used 240,000 gallons less but if we had MWRA water, we would have used millions of gallons less. t4 a, Board of Selectmen Meeting - March 15. 2005 - Page 5 Chairman Richard Schubert noted that if we didn't get any water from the MWRA, we would not be encouraging any of the other communities to conserve. Selectman Gail Wood noted that the citizens in Reading have spent millions of dollars to reduce the amount of water taken out of the Ipswich River. She also noted that all of the land abutting the river in Reading is under local control. The Town has spent $300,000 - $400,000 per year on piping replacement so that we are not wasting water. She doesn't know of any other Town that comes close to that. There was discussion between Kerry Mackin and the Board regarding whether odd/even restrictions conserves water. The Town Manager noted that if nothing else, it keeps the public focused on the need to conserve water. Ted McIntire noted that the Town of Reading has a great conservation program and the Ipswich River Watershed Association is not helping our application process to purchase MWRA water. Will Finch, a member of the Conservation Commission, recommended that the Board encourage the architects who design our new Water Treatment Plant to allow for stream flow triggers. Gina Synder, a member of the Reading/North Reading Stream Team, congratulated Reading for everything they are doing and hopes that there can be a compromise. Peter Tassi noted that the Town has done everything by State regulations, and we've done everything that we are supposed to do. The Town Manager noted that once the Water Treatment Plant is built, we will work to deal with stream flow triggers but if we decide to do that, the Water Treatment Plant employees could be out of work for weeks. He also noted that purchasing more water out of the MWRA would require reopening the MEPA Certificate because MEPA specifies the amount we can take. Selectman George Hines noted that abandoning the project would do more harm than good. If we don't do trigger in the beginning,. then there will be a higher cost to design in the end. Ted McIntire noted that requesting stream flow triggers requires a stricter conservation plan. He also noted that we have asked the designer to design a plant that can be run automatically. A motion by Hines seconded by Anthonv to direct the designers of the Water Treatment Plant to design in the stream flow triggers and that the Board of Selectmen uo on record to adopt tougher restrictions when appropriate was approved by a vote of 5-0-0. Execution of Easement Agreement on West Street - The Town Manager noted that the proposed easement is related to Archstone to expand the roadway if the need be in the future. Selectman George Hines asked if their design precludes the Town from using it, and the Town Manager indicated that it does not. Board of Selectmen Meetinia - March 15. 2005 - Pase 6 A motion by Wood seconded by Hines to accent and authorize the Town Manasyer to execute an easement to the Town of Reading- from Archstone-Smith Oneratine Trust for potential future street lavout on West Street as uresented on March 15. 2005 was annroved by a vote of 5-0-0. Aunroval of Minutes A motion by Anthonv seconded by Hines to annrove the Minutes of March 1. 2005 was approved by a vote of 5-0-0. A motion by Anthonv seconded by Wood to aanrove the Executive Session Minutes of March 1. 2005 was annroved on a roll call vote with all five members voting in the affirmative. A motion by Anthonv seconded by Hines to adjourn the meetine of March 15. 2005 at 10:25 n.m. was anuroved by a vote of 5-0-0. Respectfully submitted, Secretary i THE COMMONWEALTH OF MASSACHUSETTS Number: 2005-2 Fee: $50.00 TOWN OF READING This is to certify that the AUSTIN PREPARATORY SCHOOL, 101 WILLOW STREET; READING, MASS. THE ABOVE NAMED NON-PROFIT ORGANIZATION IS HEREBY GRANTED A SPECIAL ONE-DAY LICENSE FOR THE SALE OF ALL ALCOHOLIC BEVERAGES TO BE SERVED ON THE PREMISES AT A FUNCTION ON THURSDAY, MARCH 31, 2005 BETWEEN THE HOURS OF 5:30 P.M. =10:30 P.M. Under Chapter 138, Section 14, of the Liquor Control Act. This permission is granted in conformity with the Statutes and Ordinances relating thereto and expires at 10:30 p.m., March 31, 2005, unless suspended 'or revoked. sfo' -74 Date Issued: March 22, 2005 4 (k % ~a THE COMMONWEALTH OF MASSACHUSETTS Number: 2005-8 Fee: $50.00 TOWN OF READING This is to certify that KNIGHTS OF COLUMBUS, 11 SANBORN STREET, READING, MASS. ' IS HEREBY GRANTED AN ENTERTAINMENT LICENSE for the following: Band at 30th Private Birthday Party on April 9, 2005, from 7:00 p.m. - 11:00 p.m., WHICH IS/ARE KEPT ON THE FOLLOWING DESCRIBED PREMISES: 11 Sanborn Street This license. is granted in conformity with the provisions of Chapter 140 of the General Laws as amended by Section 183A of the Acts of 1949 and expires April 9, 2005 at 11:00 p.m., unless sooner suspended or revoked. In Testimony Whereof, the undersigned have hereunto affixed their official signatures. ~+f Date Issued: March 22, 2005 J _ ] W3 _ ] M ] ] I THE COMMONWEALTH OF MASSACHUSETTS Number: 2005-9 Fee: $50.00 TOWN OF READING This is to certify that KNIGHTS OF COLUMBUS, 11 SANBORN STREET, READING, MASS. IS HEREBY GRANTED AN ENTERTAINMENT LICENSE for the following: Disc Jockey at Birthday Party on April 2, 2005 from 7:00 p.m. -11:00 p.m. WHICH IS/ARE KEPT ON THE FOLLOWING DESCRIBED PREMISES: 11 Sanborn Street This license is granted in conformity with the provisions of Chapter 140 of the General Laws as amended by Section 183A of the Acts of 1949 and expires April 2, 2005 at 11:00 p.m., unless sooner suspended or revoked. In Testimony Whereof, the undersigned have hereunto affixed their official signatures. Date Issued: March 23, 2005 ti M t, ~ C15ci OF gFq~ r TOWN OF READING y f _ 1 16 LOWELL STREET READING, MA 01867-2693 NCO.. FAX: 781-942-9037 March 8, 2005 Charles Robinson, Chairman Town of Reading Finance Committee Town Hall Reading, MA 01867 Re: FY'06 Town Budget Dear Mr. Chairman;, BOARD OF ASSESSORS 781-942-9027 n~ 8 ..w Please, be advised, that the Board of Assessors is in receipt of our department's FY'06 Budget as proposed by the Town Manager, and we strongly .disagrees with his recommendation. His proposed budget includes' a $15,000 allocation for additional data collection 'to be performed by an outside contractor, so as to continue the timely completion -of the necessary cyclical inspection process as required by the Department of Revenue for.. valuation certification. However, the Board of Assessors does not.believe this amount to be sufficient to adequately fulfill the D.O.R.'s inspection requirement. Alternatively, this board proposes the amount of $33,000 for the position of Associate Appraiser.under`the direction of Town Appraiser. ga I a PAGE 2 The proposed Associate Appraiser will be primarily responsible for the cyclical inspection process, which now, for the first time, includes the listing, measuring and valuation of all tax exempt i.e., municipal, religious & charitable properties located within the community. This new D.O.R. requirement is mandatory for the Town's securing re-certification for the FY'08 tri-annual revaluation. Additionally, this office is responsible for the investigation/inspection of all property sales, and construction permits (new construction, renovations; additions & demolitions), plus real and personal property. abatement applications. Consequently, this Board strongly believes that to annually maintain the fair and accurate valuation of taxable property within the Town, it is imperative that the valuation staff be increased from 2 to 3 people. This requested staffing increase will serve to assist the timely completion of assessments for tax billing purposes, thus protecting the majority of the Town's revenue source. The Board of Assessors would very much like to meet with the Finance Committee to discuss this issue, and we thank you for your time and attention regarding the matter at hand. Respectfully submitted, Reading Board of Assessors Ralph ,Colorusso, Chairman Thomas J. Ryan, VcelCh uman Robert I. -Nordstrand, Secretary CC. Peter. Hechenbleikner, Town Manager Y le * Web: www.atlanticfoodmart.com Email: atlanticfoodmart@earthlink.net March 17th, 2005 Peter Heckenbleikner, Town Manager Town of Reading 16 Lowell Street Reading, Massachusetts 01867 Dear Mr. Heckenbleikner: As of march 17th, 2005 the Cold Beer transfer has been completed, as approved by the Board of Selectman on January 11th, 2005. Attached is a final revised floor display, there wasn't any other changes in display locations within the facility as approved on January 1 lth, 2005 by the Board of Selectman. Sincerely, J Paul Duffy, Store Manager Tel: 781-944-0054 Fax: 781-9444827 9 Um tS CO :fl w1 Oft 30 Haven Street, Reading, MA 01867 10 A,04 Coe> •r _S1 f 1 K 11 J-:n 'C+ JIF 1 _j tll~~ COLD 17,2000 G B ooLro- 'o f S e i -e 4me r) Town of Reading 16 Lowell Street Reading, MA 01867-2683 CONSERVATION COMMISSION Phone (781) 942-9016 Fax (781) 942-9071 March 18, 2005 Danielle M. Robertson, Environmental Scientist II Corporate Environmental Advisors, Inc. Hartwell Business Park 127 Hartwell Street . West Boylston, MA 01583 RE: Shell (formerly Texaco) Station, 87 Walkers Brook Drive, Reading RTN 3-2931 Dear Ms. Robertson: During their meeting of March 16, 2005, the Conservation Commission reviewed the "Phase V Inspection and Monitoring Report #1" dated February 27 for the Shell Station at 87 Walkers Brook Drive. In general the test results show decreasing levels of contaminants, but there are fluctuations. In the most recent samples, only one well showed contamination at a level that exceeds the GW-3 standard. This well and three others also continue to show contamination at levels that exceed the GW-2 standard, a stricter measure. Most of the other wells continue to show some level of contamination below the concentrations that DEP has established as safe. Well #MW-16, which is located in the wetland between the parking lot and Walkers Brook, shows an increase in contamination after several seasons of very low readings. The report states that an additional round of samples will be taken in April, and that the site will then be treated with a second round of an oxygenating agent "if concentrations do not continue to show a downward trend". Given the continuing presence of contaminants, the Commission would prefer that the second round of treatment be carried out. The Commission also requests that you comment on the recent appearance of contaminants in MW-16. Does this appearance indicate that the contaminant plume is migrating into the wetlands and towards Walkers Brook? Thank you for your response. Sincerely, 4:~ Frances M. Fink Conservation Administrator cc: Mr. David B. Weeks, Motiva Enterprises, LLC, PMB 301, 1830 South Road, Unit 24 Wappingers Falls, NY 12590 Mr. Tom Healey, Motiva Enterprises, LLC, 520 Allens Avenue, Providence, RI 02905 gG~~ ~ /n us., L S C, ~ . L GARY S. BRACKETT ELAINE M. LUCAS JOAN E. LANGSAM JOHN G. GANNON M. YVONNE GONZALEZ* JAMES T. MASTERALEXIS STEVEN C. FLETCHER** ELLEN CALLAHAN DOUCETTE DONNA GORSHEL COHEN HEATHER C. WHITE *Also Admitted in CT "Also Admitred in ME and CO Zoning Board of Appeals Town Hall 16 Lowell Street Reading, MA 01867 BRACKETT & LUCAS COUNSELORS AT LAW 19 CEDAR STREET WORCESTER, MASSACHUSETTS 01609 508-799-9739 Fax 508-799-9799 March 17, 2005 Re: Zoning Board of Appeals v. Fulgoni, Trustee C.A. No. 02-05064 To the Board: WINCHESTER OFFICE 165 WASHINGTON STREET WINCHESTER, MASSACHUSETTS 01890 781-729-1500 Fax 781-729-5444 E-Mail: ECDoucette@BrackettLucas.com Please respond to the Winchester office. ns v+ 00 Enclosed herewith, you will please find a copy of the Judgment and the Memorandum and Decision issued by the Middlesex Superior Court granting our Motion for Summary Judgment,regarding the above-entitled matter. As you may recall, this particular matter involved the Board's appeal from Mr. Fulgoni's petition claiming that he was entitled to a constructive grant of the building permit and variance for the property identified as Lot 19 Willow Street, Reading. In granting summary judgment for the Board, the Court ruled that as a matter of law, a constructive grant did not occur. Absent an appeal by Mr. Fulgoni, this specific civil action has been concluded. The other civil action, originally filed in the Land Court but which has since been consolidated with this matter, involves Mr. Fulgoni's appeal from the Board's decision to uphold the denial of a building permit for Lot 19. That matter is still pending and has been scheduled for trial in the Middlesex Superior Court on Monday, July 18, 2005. S \ 14 If you have any questions regarding this matter, please don't hesitate to contact me. S. clCaan ElleDoucette ECD/sjs Enclosures: (5) cc: Peter I. Hechenbleikner, Town Manager Glen C. Redmond, Building Inspector ~~2 Ua/L1/U5 MON 14:07 FAX 617 722 2390 HOUSE GOP LEADER'S OFF. F ~ o ~J BRADLEY H. JONES, JR. STATE REPRESENTATIVE MINORITY LEADER Q 002 /C AG ~ C . Cov I 20" MIDDLESEX DISTRICT READING NORTH READING LYNNFIELD • MIDDLETON ROOM 124 TEL. (617) 722-2100 Rep.SradleyJoniesghc u.state.ma.us March 21, 2005 Peter Hechenbleil..ner, Town Manager Town of RE.ADiv; J Town Hall. 16 Lowell Street Reading, MA 01867 Dear Mr. Hechenbleikner: I write to inform you that House Bill 36, An Act Authorizing the-Conservatioli Commission of th.? Town of Reading to Grant Certain Easements, was engrossed by the House of Representatives this morning. The bill now travels to the Senate for its'further consideration. We have been informed by How e Counsel that the bill will require a formal roll call vote in each branch to be'enacted and presented to the Governor for his approval. I will .continue: to update you on the status of this bill. Until then, please feel,free to contact me shoule. you have any questions- about the legislation or the process it follows. Since Y /Brad) . Janes, Jr. Min tv Leader cc: O. Bradle,, Latham, Esq. e'o~u oe a~U~.~erctattUeJ ate o`ia?e,o~tora O'73 105 Ic 9G~ COMMONWEALTH OF MASSACHUSETTS z 3 MASSACHUSETTS SENATE n .a O - w F 7 0 SENATOR PAMELA P. RESOR DISTRICT OFFICE: MIDDLESEX AND WORCESTER P.O. BOX 1110 DISTRICT MARLBOROUGH, MA 01752 Room 410 TEL. (508) 786-3040 TEL. (617) 722-1120 FAX. (508) 786-1969 FAX. (617) 722-1089 March 15, 2005 Dear Local Offical, COMMITTEES: NATURAL RESOURCES AND AGRICULTURE (CHAIR) WAYS AND MEANS EDUCATION ENERGY It is my pleasure to forward the enclosed information to you regarding a forum on zoning reform to be held on April 6 at Suffolk Law School. I invite you to attend or to send a representative from your planning board, planning staff, or zoning board. This forum is being sponsored by the Zoning Reform Working Group and the Coalition for Zoning Reform to provide information and updates about legislation I have filed with Representative Douglas Petersen, and Representative Stephen Kulik to provide the first major updating of the commonwealth's zoning and planning/subdivision control statutes in many decades. Please review the enclosed flyer and forum agenda, and RSVP if you plan to attend. I look forward to seeing you there. B Sincerely, --1 C? r ~1111 ON- amela Resor - State Senator 4 Middlesex and Worcester District STATE HOUSE, BOSTON 02133-1063 Priniad on Rocyclod Pap- Massachusetts Land Use Forum Wednesday, April 6, 2005, 10:00 AM - noon; registration at 9:30 AM Suffolk University Law School, 120 Tremont Street, Boston The Second Massachusetts Forum on Land Use Reform, sponsored by the Coalition for Zoning Reform/Zoning Reform Working Group, will be held on Wednesday, April 6, 2005, 10:00 AM - noon; registration at 9:30 AM. The forum will be held at Suffolk University Law School, 120 Tremont Street, Boston, across from the Park Street T Station. The forum is free. Please register through links at www.ancc.ore <file://www.aDec.ora> (Association to Preserve Cape Cod). The Forum will provide information and updates about the proposed Massachusetts Land Use Reform Act, the chief sponsors of which are Senator Pamela Resor and Representatives Douglas Peterson and Stephen Kulik. The forum will focus on the land use planning challenges faced by the Commonwealth, why these reforms are needed, and what is involved in moving them from proposed legislation into law. Advocates of land use reform point out that Massachusetts was recently listed by the American Planning Association as one of the states with the most outdated state land. use laws. While the responsibility for land use planning and regulation rests with each of Massachusetts' 351 cities and towns, the authority to do so effectively is often undermined by confusing and. unduly limiting state law. The proposed Massachusetts Land Use Reform Act (MLURA) is the first major updating of the Commonwealth's zoning and planning/subdivision control statutes in 30 and over .50 years, respectively. The Act encourages communities to adopt or update their local master plans and enables them to develop effective land use regulations that are consistent with those plans. The full text and background material on the Massachusetts Land Use Reform Act can be found at www.mrnassmunilaw.onz <file://www.massmunilaw.ora>. Please contact the office of Senator Resor if you have any questions. 617-722-1120 Second Massachusetts Forum on Land Use Reform Wednesday, April 6, 2005, 10:00 -Noon Suffolk University Law School, 120 Tremont Street, Boston, MA Proaram 10:00 Welcome -Professor Lisle Baker, Suffolk University Law School 10:05 Introduction to Massachusetts Land Use Reform Act (MLURA) - Senator Pamela Resor and Representatives Douglas Peterson and Stephen Kulik 10:20 Administration Perspective - Douglas Foy, Secretary, Commonwealth Development 10:35 Why Massachusetts Needs Zoning Reform - Joel Russell, Esq. 10:45 Understanding the Massachusetts Land Use Reform Act - Jeffrey Lacy, AICP, Department of Conservation and Recreation, Division of Water Supply Protection 11:00 Panel on MLURA (moderated by Professor Lisle Baker) -Geoffrey Beckwith, Executive Director, Massachusetts Municipal Association -Jack Clarke, Director of Advocacy, Massachusetts Audubon Society and Chairman, Gloucester Planning Board -Aaron Gornstein, Executive Director, Citizens Housing and Planning Association (CHAPA) -Robert Ritchie, Esq., Director, Municipal Law Unit, Attorney General's Office -Peggy Sloan, AICP, Director of Planning & Development, Franklin Regional Council of Governments -John Stasik, former State Representative and current Representative, Metropolitan Planning Organization 11:50 What's Next for the Massachusetts Land Use Reform Act? Noon Conclusion of Forum Sponsored by the Coalition for Zoning Reform/Zoning Reform Working Group Co-Sponsors include the American Planning Association - Massachusetts Chapter, Association to Preserve Cape Cod, Environmental League of Massachusetts, Massachusetts Association of Planning Directors, and the Massachusetts Federation of Planning and Appeals Boards. Please register through links at www.aucc.org (Association to Preserve Cape Cod). The full text and background material on the Massachusetts Land Use Reform Act can be found at www.massmunilaw.ore. L (c GARY S. BRACKETT ELAINE M. LUCAS JOAN E. LANGSAM JOHN G. GANNON M. YVONNE GONZALEZ* JAMES T. MASTERALEXIS STEVEN C.FLETCHER** ELLEN CALLAHAN DOUCETTE DONNA GORSHEL COHEN HEATHER C. WHITE *Also Admitted in CT **Also Admitted in ME and CO BRACKETT & LUCAS COUNSELORS AT LAW 19 CEDAR STREET WORCESTER, MASSACHUSETTS 01609 508-799-9739 Fax: 508-799-9799 Patrick A. Schettini, Superintendent of Schools Reading Public Schools 82 Oakland Road Reading, MA 01867-0280 Re: Dear Mr. Schettini: March 21, 2005 N r.s ca Warrant Article on Revisiting Redistri a*fig This letter is to clarify my March 14, 2005 opinion regarding the Warrant Article on Revisiting Redistricting. While I still agree with my earlier opinion, I would add the following: If the motion at the Town Meeting were to be made changing the word "direct" to "advise" or "recommend", the motion would be in order because it would not conflict with either the Charter or Mass. Gen. Laws. If you have any further questions, please do not hesitate to contact me. Very truly yours, cc: Peter Hechenbleikner, Town Manager Alan Foulds, Town Moderator DONNA GORSHEL COHEN g C,S WINCHESTER OFFICE 165 WASHINGTON STREET WINCHESTER, MASSACHUSETTS 01890 781-729-1500 Fax: 781-729-5444 E-Mail: DGorshelCohen@BrackettLucas.com Please reply to Winchester office L /c9'r r 3A ~.a~~e o~~e~z~e.~erctatave~ d n i C mate ~at~de, ~odtcva O.~'~.§.~ X054 S' ~N sue' y 201h MIDDLESEX DISTRICT BRADLEY H. JONES, JR. READING • NORTH READING LYNNFIELD • MIDDLETON STATE REPRESENTATIVE ROOM 124 MINORITY LEADER TEL. (617) 722-2100 Rep. BradleyJones@hou.state.ma.us March 22, 2005 w Mitt Romney, Governor Commonwealth of Massachusetts The State House, Room 360 Boston, MA 02133 Daniel A. Grabauskas, Secretary 4 Executive Office of Transportation Commonwealth of Massachusetts 10 Park Plaza, Suite 3170 Boston, MA 02116 Michael Mulhern, General Manager Douglas I. Foy, Secretary Massachusetts Bay Transportation Authority Office for Commonwealth Development State Transportation Building Commonwealth of Massachusetts 10 Park Plaza 100 Cambridge Street, Suite 1010 Boston, MA 02116 Boston, MA 02114 Dear Governor Romney, Secretary Grabauskas, Secretary Foy and G.M. Mulhem: Through my involvement in the I-93/I-95 Interchange Transportation Study Task Force ("ITF"), I have recently become aware of proposals for the sale or disposition of the Mishawum Commuter Rail Station in the City of Woburn. I am writing to express my concern that such a transfer of property at this time would be detrimental to the efforts of the ITF and potentially could shift a disproportionate responsibility for resolving issues identified by the ITF onto the Town of Reading and its residents. For these reasons, I am urging you to continue efforts to study the state's use of the Mishawum property within the scope of the ITF and to delay final decisions on disposition of the land until the ITF's potential need for the property is fully known. My. involvement in the interchange project stems back to the inception of the ITF several years ago. The ITF was created because residents in the vicinity of the I-93/1-95 interchange were taken by surprise when MassHighway released conceptual plans for redesign of the highway. Of particular concern was the fact that MassHighway's plans included the possibility ID of substantial residential land takings in several different communities, including the Town of Reading, and had been proposed with what residents perceived to be a lack of adequate public notice and community involvement. Since its creation, the ITF has been instrumental in bringing stakeholders. together to conduct research and have informed discussions about the project, encouraging a result which is sensitive to transportation needs and neighborhood concerns alike. This is a great example of the state working together with local officials for the greater good. fill 16 I have consistently praised the Administration, and in particular officials at MassHighway for their dedication to the ITF and its processes. With the ITF now fully engrossed in its work and proceeding rapidly toward conclusions about the future of highway design at one of the state's busiest transportation intersections, I am more hopeful than ever that the ITF's mission will be successful. I also have a strong interest in seeing that the ITF is not sidetracked in its work. It was with these thoughts in mind that I became very concerned to hear of plans discussed at the most recent ITF meeting related to the potential disposition or sale of the Mishawum property. The information I have received tends to indicate there might have been a lack of coordination between state agencies with an interest or potential interest in the property and the public when it was first slated for transfer. If so, I would find the process troublesome because it is contrary to the standard polling procedure for surplus property, and it also would run against principles of public notice and involvement which serve as the underpinnings of the ITF. More importantly, I am worried that if the state were to abandon its interest in the Mishawum property it would eliminate the potential to use the land as part of the solution for problems at the I-93/1= 95 interchange, thereby narrowing the range of options available to the state. This raises concerns not only as to the effectiveness of solutions which could be considered by the ITF and implemented at the interchange, but also as to the possibility that the locus of solutions would be shifted away from the City of Woburn (given the lack of available property) and toward'other communities, including the Town of Reading. Aside from basic issues of fairness, this result would potentially increase reliance on residential land takings instead of the use of surplus state property to satisfy land needs for redesign of the interchange, which I believe to be contrary to the best interests of residents and the state as a whole. Many of these issues are more fully documented in correspondence from the Town of Reading dated March 14, 2005 which was sent to your offices by local officials under separate cover and is incorporated herein by reference. I have been advised it is the intent of the Administration to place plans for the Mishawum property on hold pending review of the situation by the ITF and consultation with area officials. I would support such efforts and appreciate the stakeholders' decision to proceed slowly and with appropriate community involvement. I am convinced the ITF is the best forum for such- assessment and decision-making because of its expansive and inclusive nature, involving both a wide range of state agencies and representatives of each of the affected communities. Ultimately, it remains my hope and request that final decisions regarding the Mishawum property will be delayed until the ITF can fully assess. and resolve the potential need to use portions of the Mishawum land for redesign of the interchange and related transit purposes. Thank you for your consideration of these comments and for your continued attention to the needs of the Town of Reading and surrounding communities with respect to the interchange project and the disposition of the Mishawum property. Should I be in a position to assist you with this matter or to bring state and local officials together to discuss plans and land use needs, the resources of my office are at your disposal. Please do not hesitate to contact me. Si G Bradl". Jones, Jr. Min aty Leader cc: Peter I. Nechenbleikner, Town Manager Richard W. Schubert, Chairman, Board of Selectmen,/ -P\\- N G -B A March 22, 2005 Peter I. Hechenbleilcner Town Manager Town of Reading 16 Lowell Street Reading, Ma 01867-2685 Re: Old Reading School House 16 Sanborn St. Dear Peter: ~V1 'r r~ 2m5 KAR 23 Am 10:,5-9 I am in receipt of your letter regarding the snow removal policy as agreed to by the developers of the Condominiunn Association. I was not aware of any agreement regarding how the snow was to be plowed and removed, I will talk to Earthworks the snow removal contractor and snake sure that in the future the agreement is complied with. As to the fence that needs repair as soon as the weather allows I will have that repaired. Please accept my apologizes, your issues will be addressed. Sin r y, , erome Cavan gh Property Manager 376 MASSACHUSETTS AVENUE ® ARLINGTON, MASSACHUSETTS ♦ 02474 PHONE (781) 648-9600 ® FAX(781)648-9601 www.barrington-mgmt.com Page 1 of 1 ll` ce Hechenbleikner, Peter From: Linda Phillips [Imfphillips@comcast.net] Sent: Thursday, March 24, 2005 11:39 AM To: Schettini, Pat; Hechenbleikner, Peter Cc: Rick Schubert forwarding account; George Hines forwarding account; Gail Wood forwarding account; Camille Anthony forwading account; Carl McFadden; Elaine Webb; Rob Spadafora Subject: Town Counsel's Legal Opinion Ladies & Gentlemen: As Town officials, I believe it is appropriate you be appraised of the status of Warrant #20 and of the single word change needed which will bring the article into conformance with Town Charter, etc. With a simple word change (from "direct" to either "instruct or advise") recommended by Mr. Robert Ritchie, in the Attorney General's Municipal Law Division, the article should in no way be made "out of order" and thereby be allowed to be discussed at Town Meeting. I have attached a copy of the letter I wrote to Mr. Ritchie last Friday, March 18 regarding Town Counsel's legal opinion about the "propriety of Warrant Article # 20 addressing redistricting. As I said last night at the Candidates Forum I find it extremely troubling that the School Committee (if they directed the Superintendent) would use the legal authority of Town Counsel to stifle debate on an important issue within community. In a conversation with Mr. Ritchie on Monday, March 21, he told me he would forward my letter to Reading's Town Counsel via fax with the assurance that the advice he gave to correct the offending word would resolve the issue and would allow Town Meeting to discuss this article. He also said he expected that a revision of that decision should follow shortly. I am forwarding my letter to you for your information and further review. Respectfully, Linda Phillips 3/24/2005 .d 42 Willow Street Reading, MA 01867 March 18, 2005 Mr. Robert Richie Attorney General's Office Municipal Law Division Chicopee, MA Dear Mr. Ritchie; Thank you taking the time this morning to explain to me the issue with Reading's Town Counsel's opinion regarding a Warrant Article for Town Meeting that revisits the Reading School Department's redistricting plans. Unfortunately, as I am only a Town Meeting Member and not a public official, and my relaying this information to the School Committee and Superintendent (who is an attorney) will be ignored. I will need to bother you to confirm our discussion in writing. I have attached both a copy of the Warrant and a copy of the legal opinion from Brackett & Lucas Law Firm. When I shared with you my concern that the comment made by Counsel wrote, "the Moderator should rule the Motion, when made, out of order" would mean that the article could not be brought forward for a discussion and a vote. You explained that the issue in the wording of the Warrant was the wording to "direct the School Committee and Superintendent", and that Town Meeting cannot direct school committees, only advise or instruct, and this wording could be corrected when the motion was made from the floor at Town Meeting. It was unfortunate that Town Counsel did not address how this could be corrected or stated their opinion in a way that allowed the article to still be viable and be discussed, etc. I am not the proponent of this article, but am pursuing resolution of this matter before Town Meeting in April because I was asked to help. Thank you for your efforts on behalf of making this issue clearer for all of us. Respectfully yours, Linda M. Phillips bl C~d Hechenbleikner, Peter From Sent: To: Cc: Subject: Bob bruen-n-bruen [bruen-n-bruen@comcast.net] Sunday, March 13, 2005 2:02 PM Frey, Bob (MHD); Corey, John; Marquis, Rick; Schubert, Rick; Anthony, Camille; Barnes, Jonathan; Casey, Paul; Curran, John; DiBlasi, Joe; Durrant, Ian; Everson, Jeff; Festa, Mike; Gallagher, Jim; Gallerani, Michael; Grover, Robert; Hamblin, Eileen; Havern, Robert; Jones, Bradley; Judge, George; Katsoufis, George; Kennedy, Anthony; Kinsman, Art; Leiner, Craig; Meaney, Paul; Medeiros, Paul; Molter, Andrew; Natale, Patrick; Smith, Susan; Sodano, Paul; Stinson, Richard; Sullivan, Dan; Tarallo, Ed; Tisei, Richard; Webster, Bill; Woelfel, Steve Beaudoin, Carla; Blaustein, Joan; Burggraff, Mary; Callan, Melissa; Christello, Tricia; Cooke, Don; Dame, Chris; DiZoglio, Dennis; Draisen, Mark; Dwyer, Margaret; Edwards, Adriel; Florino, Ron; Grzegorzewski, Josh; Town Manager; Lucas, Barbara; Mauriello, Lauren; McKinnon, Anne; Mcvann, John; Miller, Kenneth; O'Rourke, Carmen; Purdy, Jim; Reilly, Chris; Schwartz, Bill; Stein, Kathy; Van Magness, Frederick; Wood, Gail RE: 1-93/1-95 Interchange Study Updates Thank you for the update. It is due noting that the Woburn City Council voted against the MBTA because it would have meant the construction of yet another huge apartment complex in an area already burdened with traffic and overcrowded schools. Thank you for forwarding the data information. See you on March 30th. Sincerely, Darlene Bruen -----Original Message----- From: Frey, Bob (MHD) [mailto:Bob.Frey@state.ma.us] Sent: Friday, March 11, 2005 4:44 PM To: Corey, John; Marquis, Rick; Schubert, Rick; Anthony, Camille; Barnes, Jonathan; Bruen, Darlene; Casey, Paul; Curran, John; DiBlasi, Joe; Durrant, Ian; Everson, Jeff; Festa, Mike; Gallagher, Jim; Gallerani, Michael; Grover, Robert; Hamblin, Eileen; Havern, Robert; Jones, Bradley; Judge, George; Katsoufis, George; Kennedy, Anthony; Kinsman, Art; Leiner, Craig; Meaney, Paul; Medeiros, Paul; Motter, Andrew; Natale, Patrick; Smith, Susan; Sodano, Paul; Stinson, Richard; Sullivan, Dan; Tarallo, Ed; Tisei, Richard; Webster, Bill; Woelfel, Steve Cc: Beaudoin, Carla; Blaustein, Joan; Burggraff, Mary; Callan, Melissa; Christello, Tricia; Cooke, Don; Dame, Chris; DiZoglio, Dennis; Draisen, Mark; Dwyer, Margaret; Edwards, Adriel; Florino, Ron; Frey, Bob; Grzegorzewski, Josh; Hechenbleikner, Peter; Lucas, Barbara; Mauriello, Lauren; McKinnon, Anne; Mcvann, John; Miller, Kenneth; O'Rourke, Carmen; Purdy, Jim; Reilly, Chris; Schwartz, Bill; Stein, Kathy; Van Magness, Frederick; Wood, Gail Subject: I-93/1-95 Interchange Study Updates Hello Task Force Members, Just a quick update on a few items: As many of you are aware, at the Task Force workshop last Saturday we briefly discussed the MBTA's impending sale of the Mishawum commuter I f ~ rail station property in Woburn. I had offered to find out more information. As we know, the T has been looking to generate more "non-fare" revenue, which ultimately helps to avoid or delay fare increases. The Mishawum property has been officially designated as "surplus" by the MBTA, which by definition means that they are declaring they have no use for it now or in the future. The MBTA can only sell surplus designated property. As a surplus property, options consisted of: 1) sale under the existing commercial/industrial zoning/land use, or 2) use as a transit-oriented development (TOD). The MBTA has worked extensively with the City of Woburn over the last year to fully explore both of the options. After much debate, including discussions regarding re-opening regular commuter rail service (with regular service at Anderson, Mishawum service has been reduced to 6 total stops per day), the Woburn City Council voted for the commercial/industrial sale option last month. The MBTA has published a Property Disposition Notice in the Central Register, and the notice should appear next week in the Woburn Daily Times Chronicle and Boston Globe. Bid proposals are due sometime in June. The minimum bid price is $4.8 million, and the MBTA will select the "Highest Responsible Bidder." The MBTA Board of Directors has the final say on the sale of this property. Typically, the Board would make a recommendation to the MBTA general manager, then the sale can be completed. And as some of you are aware, the draft statewide transportation plan was released today. The 93/95 interchange is mentioned in a description of "Recommended Projects in the Boston Metropolitan Region," along with the other 93/95 interchange in Canton, as locations included in the Boston MPO's long-range regional transportation plan. The combined cost ($52.5 million for both interchanges) is simply a placeholder and does not imply any specific project or design associated with the 93/128 Woburn/Reading/Stoneham Interchange. The mention of the interchange in the draft plan does not change the approach or schedule of this study. As we have indicated before, the results of this planning study will determine what improvements may be made, and none will be made until we see what the study recommends. As promised, I have also attached the summary for the 2/24 data subcommittee meeting. This document was posted to the website on 3/4/05. The 3/5 workshop summary will be completed and distributed next week. <<DSC 2005 02-24 summary.doc>> 2 1 4V b ~ ~~C km Hechenblelkner, Peter From: Sent: To: Cc: Subject: Hi All, Bill Webster [billwhome@juno.com] Friday, March 18, 2005 8:55 PM Schubert, Rick; canthony@cdmtitle.com; jebarnes@mit.edu; george@northsuburbanchamber.com bruen-n-bruen@comcast.net; sueandmikes@comcast. net; Bob.Frey@state.ma.us; Town Manager Re: FW: Mishawum Station Thank you very much for your you noted, this property is / I-95 Interchange. Anything this property until recommendatio Interchange Study Task Force agencies involved. letter on the Mishawum Station property. As critical in the future planning of the I-93 that can be done to prevent the sale of as are forthcoming from the I-93 / I-95 should be of primary concern for all Sincerely, .Bill Webster Tri-Community Highway Action Group (THAG) On Fri, 18 Mar 2005 13:11:04 -0500 "Frey, Bob (MHD)" <Bob.Frey@state.ma.us> writes: > Greetings Task Force Members, > Here's another update on the potential sale of the Mishawum Station > property > in Woburn. In the interests of open and timely communication, > Reading > Selectmen Rick Shubert asked me to forward this letter to all Task > Force > members (see below). > At our next meeting on March 30th, we had already planned to further > discuss > this situation. Representative(s) from the MBTA will attend to > offer an > update and contribute to the discussions. > Everyone should be assured that coordination at the state level - > among all > appropriate agencies - will continue regarding this issue. > Essentially, we > have at least the next two months to fully discuss and evaluate any > options, > as any potential sale would not occur until the month of June at the > earliest. We will continue to keep the Task Force informed. > Stay tuned for other updates on the study soon... > Thanks, > - Bob > Bob Frey > Manager of Statewide Planning > Office of Transportation Planning > Massachusetts Executive Office of Transportation > (617) 973-7449 > bob.frey@state.ma.us 1 > -----Original Message----- > From: Rick Schubert [mailto:r.schubert@comcast.net] > Sent: Friday, March 18, 2005 11:53 AM > To: Frey, Bob (MHD) > Subject: Mishawum Station > > Bob, please forward this note and attachment to the ITF members. > Thanks, Rick > Attached is a letter that the ITF's Reading membership sent out on > Tuesday > regarding Mishawum Station. > The intention of the letter is to allow the Mishawum Station > discussion > from our March 5th ITF meeting to continue as part of our study. The > letter > is not meant to circumvent the cooperative work and process of the > ITF. > In addition to those listed on the letter, hard copies were also > mailed to > Woburn and Stoneham. > Rick Schubert L"// C - t a Hechenblelkner, Peter From: Frey, Bob (MHD) [Bob.Frey@state.ma.us] Sent: Friday, March 18, 2005 1:11 PM To: Corey, John; Marquis, Rick; Schubert, Rick; Anthony, Camille; Barnes, Jonathan; Bruen, Darlene; Casey, Paul; Curran, John; DiBlasi, Joe; Durrant, Ian; Everson, Jeff; Festa, Mike; Gallagher, Jim; Gallerani, Michael; Grover, Robert; Hamblin, Eileen; Havern, Robert; Jones, Bradley; Judge, George; Katsoufis, George; Kennedy, Anthony; Kinsman, Art; Leiner, Craig; Meaney, Paul; Medeiros, Paul; Molter, Andrew; Natale, Patrick; Smith, Susan; Sodano, Paul; Stinson, Richard; Sullivan, Dan; Tarallo, Ed; Tisei, Richard; Webster, Bill; Woelfel, Steve Cc: Beaudoin, Carla; Blaustein, Joan; Burggraff, Mary; Callan, Melissa; Christello, Tricia; Cooke, Don; Dame, Chris; DiZoglio, Dennis; Draisen, Mark; Dwyer, Margaret; Edwards, Adriel; Florino, Ron; Frey, Bob; Grzegorzewski, Josh; Town Manager; Lucas, Barbara; Mauriello, Lauren; McKinnon, Anne; Mcvann, John; Miller, Kenneth; O'Rourke, Carmen; Purdy, Jim; Reilly, Chris; Schwartz, Bill; Stein, Kathy; Van Magness, Frederick; Wood, Gail Subject: FW: Mishawum Station M Mishawum station 031405.pc Greetings Task Force Members, Here's another update on the potential sale of the Mishawum Station property in Woburn. In the interests of open and timely communication, Reading Selectmen Rick Shubert asked me to forward this letter to all Task Force members (see below). At our next meeting on March 30th, we had already planned to further discuss this situation. Representative(s) from the MBTA will attend to offer an update and contribute to the discussions. Everyone should be assured that coordination at the state level - among all appropriate agencies - will continue regarding this issue. Essentially, we have at least the next two months to fully discuss and evaluate any options, as any potential sale would not occur until the month of June at the earliest. We will continue to keep the Task Force informed. Stay tuned for other updates on the study soon... Thanks, - Bob Bob Frey Manager of Statewide Planning Office of Transportation Planning Massachusetts Executive Office of Transportation (617) 973-7449 bob.frey@state.ma.us -----Original Message----- From: Rick Schubert [mailto:r.schubert@comcast.net] Sent: Friday, March 18, 2005 11:53 AM To: Frey, Bob (MHD) Subject: Mishawum Station i d 1 Bob, please forward this note and attachment to the ITF members. Thanks, Rick Attached is a letter that the ITF's Reading membership sent out on Tuesday regarding Mishawum Station. The intention of the letter is to allow the Mishawum Station discussion from our March 5th ITF meeting to continue as part of our study. The letter is not meant to circumvent the cooperative work and process of the ITF. In addition to those listed on the letter, hard copies were also mailed to Woburn and Stoneham. Rick Schubert s 2 Page 1 of 2 Hechenblefter, Peter From: RNRchambercom@aol.com Sent: Friday, March 18, 20051:19 PM To: jthurlow@Readingcoop.com; spurrm@hdvest.net; Anth2479@aol.com; Tom@ReadingTrophy.com; ACE@foulds.org; pgottwald@rmld.com; sgriffin@Latham-lamond.com; Mike@L.innaneinsurance.com; mfavaloro@favlaw.com; jeff@cpabaystate.com; jantriglione@remax.net; joseph.bilicki@rmld.com; UCHPSP@aol.com; bobbieb@colonialmanorrealty.com; colonialchorus@hotmail.com; C21SPINONE@aol.com; theok@ziplink.net; menos@comcast.net; psmargon@ymcaboston.org; Brookshvac@comcast.net; judy@senseofstyle.com; scoft@atlanticframing.com; aliveandwellchiropractic@msn.com; accuaire@acdoctor.com; 1.leecaplan@verizon.net; Donis@Donisperkins.com; DonsonEnt@aol.com; srb@theemarc.org; EFK1 @aol.com; carol@emarealtor.com; TFallo1 @vacation.com; michael@Giacalonecpa.com; info@hesperuswebdesign.com; dmschermerhorn@yahoo.com; Myhumptydumpty@aol.com; J.Ruszkowski@geticon.com; ReadingStore@Kabloom.com; KDACE@aol.com; DaleMarieM@aol.com; I uma. realty@verizon. net; nailsone@hotmail.com; bob@meadowbrookgolfclub.org; DMELANSON@aol.com; JG@moynihanlumber.com; Glenn@Passporttravel.org; reading@cnc.com; gymnast@readinggymnastics.com; stevechuha@remax.net; BJSREMAX@aol.com; j.nally@comcast.net; saivy@comcast.com; Starlitecwl07@aol.com; DTango9619@aol.com; Burton.ehrlich@teradyne.com; chef@crestviewfunctions.com; Town Manager; dgould@vnaofine.org; info@wineshopofreading.com; JMWood@winterhillbank.com; jaohare@gis.net; dmurphy@zinermurphy.com; jayandjeansmith@comcast.net; repbradjones@comcast.net; jpia@verizon.net; drtdonovan@comcast.net; helenaminton@hotmail.com; jdiblasi@diblasilaw.com; CarolHughes17@aol.com; aputnam@winhosp.org; jmurphy@evereftcreditunion.org; Icottone@readingcoop.com; David@DCMDesignstudio.com; HLANAGAN@YAHOO.COM; BNKENG@MSN.COM; JMDCPA@aol.com; cbdesigns@cbdesigns.net; raydoyonty@netscape.net; john.m.driscoll@usps.gov; kosmer@necc.mass.edu; marthastc@comcast.net; wfcesq@verizon.net; zonizoni@earthlink.net; KPalastra@wingatehealthcare.com; vgat@comcast.net; nrpaper@verizon.net; egale@easternbk.com; jam@merriftcom.com; carucci14@yahoo.com; dolores.piskadlo@sheraton.com; trac411 @MSN.com; jbmcintosh@hotmail.com; Areta.Vokrri@bankamerica.com; dgovostes@comcast.net; DLSREADING@comcast.net; blee@intertwinemedia.com; doncowan57@comcast.net; lombardo.r@comcast.net; mpgoldberg@comcast.net; gretchenoh@comcast.net; kjrossetti@comcast.net; Taparenti@aol.com; brian@rmgmortgages.com; joanie@rmgmortgages.com; L.spyrou@comcast.net; info@deputycollector.com; LAU409@hotmail.com; sheila@sssagefinancial.com; Wlcjon@aol.com; bwood@northreadingMA.gov; EDPEDUTO@aol.com; readingvets@earthlink.net; robertwrusso@earthlink.net; NTILE330@aol.com; CSFH99@aol.com; hafiz@spectrascientific.com; tmarfione@comcast.net; jen_lease@yahoo.com; Gashmeesh@aol.com; medford@eraandrew.com; savorytastescafe@comcast.net; mcardono@boston-oscar.com; adegaravilla@austin.mec.edu; JJoly@boardwalkrealestate.com; info@careerscapes.net; Jeremy@stonehamtheatre.org; kristen.cota@comcast.net; jan.young@sheraton.com; pdewolfe@carlsonre.com; Lisa@arthurgilligan.com; mmacdonald@ebsb.com; dynsport@comcast.net; ajarman@rei.com; SIMPLEPAINTINGMA@aol.com; geoffrey.h.simons@aexp.com; GrahamFH@aol.com; info@northreadingweliness.com; hocs@comcast.net; sue.hubbard@danverssavings.com; infosolutionsinc@comcast.net; TDHELMS@COMCAST.NET; paulf@hgmma.com; jflynn@cnc.com; simms1 jewelers@verizon.net; mike.upton@Iibertyfmc.com; dickinson@noblenet.org; SSullivan@MSPlegal.com; BrophyMB@aol.com; pamajane@winterhillbank.com; apeltine@seniorresidential.com; mprsolutions@comcast.net; catherinerossefti@comcast.net; JDouglassi@aol.com; agarvey@homesteadmortgagecorp.com; timothyjkelley@verizon.net; cutone@msn.com; judyosborncpa@comcast.net; jvanasse@mves.org; PowerlineChief@aol.com; smorriso@csb.usa.com; jokeefe@carlsonre.com; janet@gloverproperty.com; CDepot@aol.com; andrea@acewirelesscorp.com; info@cloverleafBE.com; Fine59@netscape.com; hcopelas@jordans.com; wbass@IS11959.com; caroline.s.colarusso@usps.gov; Liftletreasureschoolhouse@verizon.net; Ileahy@hitchingpostgifts.com; rbenson@tsbawake24.com; "IL bkaminer@ebsb.com; cvaccaro@verizon.net; TUELL@aol.com; julijewles@comcast.net; 1 3/18/2005 Page 2 of 2 cjhardy@hillsidefloral.com; mcgonlaw@msn.com; molar85@comcast.net; susan.dematteo@verizon.net; tomarmy@finagleabagel.com; nathari-r-reel@homedepot.com Subject: Fwd: FW: Mishawum Station Chamber Members, FYI! Carol Hughes, Executive Director Reading-North Reading Chamber of Commerce P.O. Box 779, Reading, MA 09867 Phone #789-944-8824 Fax #789-944-6925 Website address: readingnreadingchamber.org "Our Business is your Business" 3/18/2005 Town of Reading 16 Lowell Street Reading, MA 01867-2683 Phone: 781-942-9043 I-93 / I-95 INTERCHANGE TRANSPORTATION STUDY TASK FORCE . . . . . . . . . . . . . . . . . . . . . . . . . . . March 14, 2005 Governor Mitt Romney Office of the Governor, Commonwealth of Massachusetts State House, Room 360, Boston, MA 02133 Secretary Douglas I. Foy Office for Commonwealth Development, Commonwealth of Massachusetts 100 Cambridge Street, Suite 1010, Boston, MA 02114 Secretary Daniel A. Grabauslcas Executive Office of Transportation, Commonwealth of Massachusetts 10 Park Plaza, Suite 3170, Boston, MA 02116 Dear Governor Romney, Secretary Foy, and Secretary Grabauslcas: We are the representatives from the Town of Reading serving on the Executive Office of Transportation sponsored I-93 / I-95 Interchange Transportation Study Task Force. We are writing to you with an urgent request that you prevent the MBTA's imminent sale of the Mishawum Station property in Woburn to a private developer for commercial/industrial re-use. As you know, the I-93 / I-95 Interchange Transportation Study Task Force is working with the EOT MHD Planning Department in its study of the I-93 / I-95 Interchange located in the Towns of Reading, Stoneham and the City of Woburn. The members of this task force are currently engaged in the early stages of the study. The primary goals of this planning study are to examine and propose ways to improve safety and traffic flow at the interchange while minimizing impacts in surrounding communities. With these goals in mind, the task force is working hard to define the problem, analyze the data and propose a viable solution that works for the surrounding communities, the taxpayers and commuters throughout the Commonwealth. The MBTA-owned Mishawum Station property is located within the heart of the study area and has unique attributes that may prove critical to the Commonwealth in achieving the goals of the I-93 / I-95 Interchange Transportation Study. We understand the pressure on the MBTA to generate non-fare revenue, but if the state gives up ownership of this particular "surplus" property, particularly before the impact of the decision can be fully evaluated, it would result in significantly higher costs and consequences for any future project at the interchange. These higher costs would be measured not only in tax dollars, but also in the cost of greater adverse impacts to the surrounding communities and/or the cost of less-than-effective improvements in safety and traffic flow. If private development were allowed on the property, it would simultaneously eliminate some solutions for the interchange and bring additional congestion to an area that is already overwhelmed by intense residential and commercial development. At the last meeting of the task force on March 5, 2005, there was a general consensus among the members as to the potential that the Mishawum Station property offers. While the planning study is still in the early stages, it is clear that the following attributes of this property make it an important component in possible solutions to congestion in the I-93 / I-95 Interchange study area: • Size and Location: Nearly 7 acres with significant frontage on I-95 and Mishawum Road. This site could be used to relocate the Washington / Mishawinn Interchange further west along I-95 away from the I-93 / I-95 Interchange and help relieve the chokepoint resulting from inadequate weaving distances between multiple interchanges that are too close together. • Access to transit: All the structures and components of the Mishawam Station on the MBTA's Lowell Line are still in place. With the expected future growth in the area, this station, in addition to the Anderson Regional Transportation Center, could provide a valuable transit option. The Boston MPO's 2004 Congestion Management System Report clearly states the importance of transit and other multi-modal solutions in addressing issues of congestion and safety. Highway projects alone will not solve these issues for today or for the future. • No current development: The property is currently undeveloped, providing a wide range of options. • State ownership: No other property within the interchange study area is owned by a state agency. Remembering the firestorm that resulted from MHD's previous proposal for the interchange requiring the taking of over 70 homes and businesses, it would not make sense to put this property into private ownership at this time. There is an understanding in government that development needs to be viewed within the context of the greater good. The state is doing its part by promoting such programs as Fix-It-First, Smart Growth, Transit Oriented Development, Communities First and other initiatives designed to build - or rebuild - a better Commonwealth. But the "greater good" view of the significantly larger I-93 / I-95 Interchange issue would suggest that the Mishawum Station property play a role in solving that higher, priority problem rather than setting it apart on its own. The recently released long-range vision for statewide transportation reiterates the Governor's pledge to fix perceived chokepoints and dangerous roads within the Commonwealth. By including the I-93 / I-95 Interchange as a high priority, it is clear that our work on the task force is critical in order for the Governor's goal to be achieved. While we recognize that coming to any conclusion this early in the process is not appropriate, we still believe the Mishawum Station property is uniquely well suited to play an integral part in any solution. The elimination of this important option at this time, without further consideration of the consequences and its value as a part of the long-term solution for the Commonwealth, would be imprudent. Given the constraints, complexity and importance of the issues at the I-93 / I-95 Interchange, we feel it would be shortsighted to sell the Mishawum Station property as currently planned. We request that you take the necessary actions to insure that the Mishawum Station property remains in the care, custody and control of the state until the future of the I-93 / I-95 Interchange is known. This will ultimately provide the maximum benefit not only to the surrounding communities but also to all taxpayers and commuters in the Commonwealth. Thank you for your time and consideration. Please feel free to contact us for any further information. Sincerely, Richard W. Schubert Reading Board of Selectmen, Chair Jonathan E. Barnes Reading Community Planning and Development Commission Camille W. Anthony Reading Board of Selectmen George Katsoufis Reading Citizen Cc: Senator Richard R. Tisei Representative Bradley H. Jones, Jr. Representative Patrick M. Natale Reading Board of Selectmen Senator Steven A. Baddour, Joint Committee on Transportation Representative Joseph F. Wagner, Joint Committee on Transportation Michael H. Mulhern, MBTA General Manager John Cogliano, MHD Commissioner n 1 i Page 1 of 4 L - C ~Cf Hechenbleikner, Peter From: Reading Gymnastics [gymnast@readinggymnastics.com] Sent: Friday, March 18, 2005 2:26 PM To: RNRchambercom@aol.com Cc: jthurlow@Readingcoop.com; spurrm@hdvest.net; Anth2479@aol.com; Tom@ReadingTrophy.com; ACE@foulds.org; pgottwald@rmid.com; sgriffin@Latham-lamond.com; Mike@Linnaneinsurance.com; mfavaloro@favlaw.com; jeff@cpabaystate.com; jantriglione@remax.net; joseph.bilicki@rmld.com; UCHPSP@aol.com; bobbieb@colonialmanorrealty.com; colonialchorus@hotmaii.com; C21 SPINONE@aol.com; theok@ziplink.net; menos@comcast.net; psmargon@ymcaboston.org; Brookshvac@comcast.net; judy@senseofstyle.com; scott@atianticframing.com; aliveandwellchiropractic@msn.com; accuaire@acdoctor.com; l.leecaplan@verizon.net; Donis@Donisperkins.com; DonsonEnt@aol.com; srb@theemarc.org; EFK1 @aol.com; carol@emarealtor.com; TFallol @vacation.com; michael@Giacalonecpa.com; info@hesperuswebdesign.com; dmschermerhorn@yahoo.com; Myhumptydumpty@aol.com; J.Ruszkowski@geticon.com; ReadingStore@Kabloom.com; KDACE@aol.com; DaleMarieM@aol.com; luma.realty@verizon.net; nailsone@hotmail.com; bob@meadowbrookgolfclub.org; DMELANSON@aol.com; JG@moynihaniumber.com; Glenn@Passporttravel.org; reading@cnc.com; stevechuha@remax.net; BJSREMAX@aol.com; j.nally@comcast.net; salvy@comcast.com; Starlitecwl07@aol.com; DTango9619@aol.com; Burton.ehrlich@teradyne.com; chef@crestviewfunctions.com; Town Manager; dgould@vnaofine.org; info@wineshopofreading.com; JMWood@winterhillbank.com; jaohare@gis.net; dmurphy@zinermurphy.com; jayandjeansmith@comcast.net; repbradjones@comcast.net; jpia@verizon.net; drtdonovan@comcast.net; helenaminton@hotmail.com; jdiblasi@diblasilaw.com; CarolHughesl7@aol.com; aputnam@winhosp.org; jmurphy@everettcreditunion.org; Icottone@readingcoop.com; David@DCMDesignstudio.com; HLANAGAN@YAHOO.COM; BNKENG@MSN.COM; JMDCPA@aol.com; cbdesigns@cbdesigns.net; raydoyonty@netscape.net; john.m.driscoll@usps.gov; kosmer@necc.mass.edu; marthastc@comcast.net; wfcesq@verizon.net; zonizoni@earthlink.net; KPalastra@wingatehealthcare.com; vgat@comcast.net; nrpaper@verizon.net; egale@easternbk.com; jam@merrittcom.com; carucci14@yahoo.com; dolores.piskadlo@sheraton.com; trac411 @MSN.com; jbmcintosh@hotmail.com; Areta.Vokrri@bankamerica.com; dgovostes@comcast.net; DLSREADING@comcast.net; blee@intertwinemedia.com; doncowan57@comcast.net; lombardo.r@comcast.net; mpgoldberg@comcast.net; gretchenoh@comcast.net; kjrossetti@comcast.net; Taparenti@aol.com; brian@rmgmortgages.com; joanie@rmgmortgages.com; L.spyrou@comcast.net; info@deputycollector.com; LAU409@hotmail.com; sheila@sssagefinancial.com; Wlcjon@aol.com; bwood@northreadingMA.gov; EDPEDUTO@aol.com; readingvets@earthlink.net; robertwrusso@earthlink.net; NTILE330@aol.com; CSFH99@aol.com; hafiz@spectrascientific.com; tmarfione@comcast.net; jen_lease@yahoo.com; Gashmeesh@aol.com; medford@eraandrew.com; savorytastescafe@comcast.net; mcardono@boston-oscar.com; adegaravilla@austin.mec.edu; JJoly@boardwalkrealestate.com; info@careerscapes.net; Jeremy@stonehamtheatre.org; kristen.cota@comcast.net; jan.young@sheraton.com; pdewolfe@carlsonre.com; Lisa@arthurgilligan.com; mmacdonald@ebsb.com; dynsport@comcast.net; ajarman@rei.com; SIMPLEPAINTINGMA@aol.com; geoffrey.h.simons@aexp.com; GrahamFH@aol.com; info@northreadingwellness.com; hocs@comcast.net; sue.hubbard@danverssavings.com; infosolutionsinc@comcast.net; TDHELMS@COMCAST.NET; paulf@hgmma.com; jflynn@cnc.com; simms1 jewelers@verizon.net; mike.upton@libertyfmc.com; dickinson@noblenet.org; SSuilivan@MSPlegal.com; BrophyMB@aol.com; pamajane@winterhillbank.com; apeltine@seniorresidential.com; mprsolutions@comcast.net; catherinerossetti@comcast.net; JDouglassi@aol.com; agarvey@homesteadmortgagecorp.com; timothyjkelley@verizon.net; cutone@msn.com; judyosborncpa@comcast.net; jvanasse@mves.org; PowerlineChief@aol.com; smorriso@csb.usa.com; jokeefe@carlsonre.com; janet@gloverproperty.com; CDepot@aol.com; andrea@acewirelesscorp.com; info@cloverleafBE.com; Fine59@netscape.com; hcopelas@jordans.com; wbass@IS11959.com; caroline.s.colarusso@usps.gov; Littletreasureschoolhouse@verizon.net; Ileahy@hitchingpostgifts.com; rbenson@tsbawake24.com; bkaminer@ebsb.com; cvaccaro@verizon.net; TUELL@aol.com; julijewles@comcast.net; 3/18/2005 Page 2 of 4 cjhardy@hillsidefloral.com; mcgonlaw@msn.com; molar85@comcast.net; susan.dematteo@verizon.net; tomarmy@finagleabagel.com; nathan_r-reel@homedepot.com Subject: Re: Fwd: FW: Mishawum Station Dear Rick, Having spent a great deal of time reviewing, analysing and researching, along with working with the various members of the 93/128 Interchange - I feel strongly - that selling the MBTA station would be a detriment to a possible solution for the interchange. The META station could be the merging of traffic going north or south on 93 to get on to128. By using the MBTA station site, preceeded by a continuation of the off ramp at Exit 36C to flyover the street, over the META tracks than exiting at the MBTA sight - would eliminate the congestion, the traffic impact at exit 37B currently in effect. Exit 37 B (both sides) would be closed. Further, by using this exit way - no business or residence in Woburn, Reading or Stoneham would be impaired. Sometimes the most common approach cannot be seen by the engineers. I would welcome the opportunity to again present this idea to rational people who understand a common sense approach. Not one business or one home should have to be taken in order to accomodate a commuter from another town who uses the same highways that we do. So, I strongly urge that the potential sale of the MBTA lot - be put on hold until the fmal resolution of the 93/128 Interchange is decided. You could be saving a lot of the homeowners investments as well as potential business infusion. There is no rush to sell the property if all the usages have been thoroughly reviewed. Leslie McGonagle Reading Gymnastics Academy, Inc. 781-944-2277 RNRchambercoma,aol.com wrote: Chamber Members, FYI! Carol Hughes, Executive Director Reading-North Reading Chamber of Commerce P.O. Box 771, Reading, MA 01867 Phone #781-944-8824 Fax #781-944-6125 Website address: readingnreadingchamber.org "Our Business is your Business" Subject: FW: Mishawum Station From: "Frey, Bob (MHD)" <Bob.FrevO-state.ma.us> Date: Fri, 18 Mar 2005 13:11:04 -0500 To: " Corey, John" <icorev0.ci.woburn.ma.us>. " Marquis, Rick" <rick.marauis0_fhwa.dot., " Schubert, Rick" <rick_schuberte.harvard.edu>. "Anthony, Camille" <canthonv0_cdmtitle.com>, "Barnes, Jonathan" <iebarnesa_mit.edu>, "Bruen, Darlene" 3/18/2005 Page 3 of 4 <bruen-n-bruen ancomcast.net>, "Casey, Paul" <rep.paulcasev a.hou.state.ma.us>, "Cum John" <icurran0i6i.woburn.ma.us>, "DiBlasi, Joe" <rnrchambercom(a)aol.com>, "Durrant, <Ian.Durranta-state.ma.us>, "Everson, Jeff' <CnJ40.aoI.com>, Testa, Mike" <rep.mikefesta(Whou.state. ma.us>, "Gallagher, Jim" <j_aallaahera-maoc.ora?, "Gallerani, Michael" <maalleraniCa.ci.stoneham.ma.us>, "Grover, Robert" <raroverB.ci.stoneham.ma. "Hamblin, Eileen" <ehamblin0.aol.com>, "Havern, Robert" <rhavern .senate.state.ma.us "Jones, Bradley" <rep. brad levionesO.hou.state.ma.us>, "Judge, George" <aeorae Wnorthsuburbanchamber.com>, "Katsoufis, George" <a-r(a~comcast.net>, "Kenrn Anthony" <anthonvkennedv(a)comcast.net>, "Kinsman, Art" <akinsmano-aaasne.com>, "Leiner, Craig" <cleiner massoort.com>, "Meaney, Paul" <woburnbusinessO.earthlink.ne "Medeiros, Paul" <pauldermane-Drodiav.net>. "Motter, Andrew" <andv.mottera.fta.dot.ao, "Natale, Patrick" <rep.patricknataleO,hou.state. ma.us>, "Smith, Susan" <sueand mikesDcom cast. net>, "Sodano, Paul" <Dsodano6@stonesav.com>, "Stinson, Ric <rstinsone.wakefield.ma.us>, "Sullivan, Dan" <dansullivane-assetleasina.com>, "Tarallo, <etarallo'~i.ci.woburn.ma.us>, "Tisei, Richard" <rtiseiOsenate.state. ma.us>, "Webster, Bil <billwhome0.iuno.com>, "Woelfel, Steve" <swoelfela-mbta.com> Greetings Task Force Members, Here's another update on the potential sale of the Mishawum Station property in Woburn. In the interests of open and timely communication, Reading Selectmen Rick Shubert asked me to forward this letter to all Task Force members (see below). At our next meeting on March 30th, we had already planned to further discuss this situation. Representative(s) from the META will attend to offer an update and contribute to the discussions. Everyone should be assured that coordination at the state level - among all appropriate agencies - will continue regarding this issue. Essentially, we have at least the next two months to fully discuss and evaluate any options, as any potential sale would not occur until the month of June at the earliest. We will continue to keep the Task Force informed. Stay tuned for other updates on the study soon... Thanks, - Bob Bob Frey Manager of Statewide Planning Office of Transportation Planning Massachusetts Executive Office of Transportation (617) 973-7449 bob.frevCa.state.ma. us -----Original Message----- From: Rick Schubert [maiIto: r.schubert(dicomcast.net] Sent: Friday, March 18, 2005 11:53 AM To: Frey, Bob (MHD) Subject: Mishawum Station Bob, please forward this note and attachment to the ITF members. Thanks, Rick 3/18/2005 Page 4 of 4 Attached is a letter that the ITF's Reading membership sent out on Tuesday regarding Mishawum Station. The intention of the letter is to allow the Mishawum Station discussion from our March 5th ITF meeting to continue as part of our study. The letter is not meant to circumvent the cooperative work and process of the ITF. In addition to those listed on the letter, hard copies were also mailed to Woburn and Stoneham. Rick Schubert 3/18/2005 cj~ Hechenbleikner, Peter From: Robert Brown [bob1 brown@comcast.net] Sent: Tuesday, March 22, 2005 11:45 AM To: Alan Foulds Cc: Town Manager Subject: Warren article 20 Dear Mr. Folds, After reading the article in the Chronicle about reconsidering redistricting, I was concerned about the elimination of discussion. I realize that decisions can not be made which will satisfy everyone, as subsequent letters to the editor in the Chronicle confirm. But, regardless of the issue, I am still concerned about the elimination of discussion. I recognize Town Counsel's ruling that Town Meeting cannot override the decision of the School Committee, but would it be possible to discuss this article as a non-binding instructional motion? Bob Brown Town Meeting member, Precinct 6 1 Hechenblefter, Peter From: Frey, Bob (MHD) [Bob. Frey@state.ma.us] Sent: Wednesday, March 23, 2005 3:38 PM To: Corey, John; Marquis, Rick; Schubert, Rick; Anthony, Camille; Barnes, Jonathan; Bruen, Darlene; Casey, Paul; Curran, John; DiBlasi, Joe; Durrant, Ian; Everson, Jeff; Festa, Mike; Gallagher, Jim; Gallerani, Michael; Grover, Robert; Hamblin, Eileen; Havern, Robert; Jones, Bradley; Judge, George; Katsoufis, George; Kennedy, Anthony; Kinsman, Art; Leiner, Craig; Meaney, Paul; Medeiros, Paul; Motter, Andrew; Natale, Patrick; Smith, Susan; Sodano, Paul; Stinson, Richard; Sullivan, Dan; Tarallo, Ed; Tisei, Richard; Webster, Bill; Woelfel, Steve Cc: Beaudoin, Carla; Blaustein, Joan; Burggraff, Mary; Callan, Melissa; Christello, Tricia; Cooke, Don; Dame, Chris; DiZoglio, Dennis; Draisen, Mark; Dwyer, Margaret; Edwards, Adriel; Florino, Ron; Frey, Bob; Grzegorzewski, Josh; Town Manager; Lucas, Barbara; Mauriello, Lauren; McKinnon, Anne; Mcvann, John; Miller, Kenneth; O'Rourke, Carmen; Purdy, Jim; Reilly, Chris; Schwartz, Bill; Stein, Kathy; Van Magness, Frederick; Wood, Gail; Christine McConville (Globe Starts+Stops); Melissa Russell (Reading Advocate); Michael Marotta (Woburn Advocate); Patrick Blais (Woburn DailyTimes Chronicle) Subject: Next 93/95 ITF Meeting 3/30 E ER Parker Middle ITF 2005 03-30 School.pdf neeting agenda... Greetings Task Force Members: The next meeting of the I-93/I-95 Interchange Task Force will be: Wednesday, March 30, 2005 4:30 PM - 6:30 PM Multi-Purpose Room (Second Floor) Parker Middle School 45 Temple Street Reading, MA 01867 NOTE: This is NOT the public informational meeting - that has been postponed. This is a regular Task Force meeting. Directions: (see also attached map in pdf format) From Rt. 128/95 North or South, take Exit 38B N (Rt. 28N) toward Reading Square. Take LEFT at 2nd set of lights (Mobil station) onto Summer Avenue. Take RIGHT at 2nd set of lights onto Woburn Street and first LEFT onto Temple Street. Parker Middle School is on right. From Rt. 93 to Exit 38 (Reading/Wilmington). Follow signs for Reading onto (Rt. 129/Lowell Street). At lst set of Lights take RIGHT (P & S Convenient on Left) onto Willow Street, continue across railroad tracks. Take lst LEFT onto Summer Avenue. Proceed 1/2 mile+ and take 6th LEFT onto Temple Street. Parker Middle School is on left. <<Parker Middle School.pdf>> At this meeting, we will continue with several of the topics covered at the March 5th workshop. The agenda is attached: «ITF 2005 03-30 meeting agenda.doc>> Various review documents for this meeting will follow on Friday 3/25 (or Monday at the latest). J3 W 1 NA Mitt Romney Governor Kerry Healey Lt. Governor THE Louis Berger Group, INC. CONSULTANT TEAM Daniel A. Grabauskas John Cogliano Secretary Commissioner 1-93 /1-95 INTERCHANGE TRANSPORTATION STUDY TASK FORCE MEETING Wednesday, March 30, 2005 4:30 PM - 6:30 PM Multi-Purpose Room (Second Floor) Parker Middle School 45 Temple Street Reading, MA 01867 MEETING AGENDA 1. Welcome and Introductions 4:30 2. Administrative Items and Review 4:35 A) Meeting Procedures B) Subcommittee Roles 3. Discussion - Mishawum Station 5:00 4. Crash Data - Review and Findings 5:15 5. Options for Improving the Interchange: 6:15 Review of 3/5/05 Brainstorming Sessions 6. Other Business / Future Meetings 6:25 ° Massachusetts Highway Department o Ten Park Plaza, Boston, MA 02116.3973 0 (617) 973-7800 Parker Middle School 45 Temple Street Reading, MA 01867 781-944-1236 From Rt. 128/95 North or South, take Exit 38B N (Rt. 28N) toward Reading Square. Take Left at 2nd set of lights (Mobil station) onto Summer Avenue. Take Right at 2nd set of lights onto Woburn. Street and first Left onto Temple Street. Parker Middle School is on right. From Rt. 93 to Exit 38 (Reading/Wilmington). Follow signs for Reading onto (Rt. 129/Lowell Street). At 1 st set of Lights take Right (P & S Convenient on Left) onto Willow Street, continue across railroad tracks. Take 1 st Left onto Summer Avenue. Take 4th Left onto Temple Street. CONTINUED ON NEXT PAGE tti ~ ~ r y5 Guard Res 4d ` V- Yi, J X11 ~ ~Q~ b (c &b TRACKING OF LEGAL SERVICES - FY 2005 Monthly Hours $ - Month Monthlv Monthly Hours Cumulative Available Monthly Monthly Cumulative Available Hours Hours Used vs Remainder 1 $ Cost Remainder Allocated Used Allocated of 1/2 vear Allocated Used Year July 83.5 73.4 (10.10) (10.10) 427.6 $9,583 $9,548 $9,548 $100,702 August 83.5 86.6 3.10 (7.00) 341 $9,583 $11,321 $20,869 $89,381 September 83.5 86.8 3.30 (3.70) 254.2 $9,583 $10,696 $31,565 $78,685 October 83.5 75.4 (8.10) (11.80) 178.8 $9,583 $9,197 $40,762 $69,488 November 83.5 103.7 20.20 8.40 75.1 $9,583 $12,268 $53,030 $57,220 December 83.5 47 (36.50) (28.10) 28.1 $9,583 $5,875 $58,905 $51,345 501 472.9 $57,498 $58,905 January 83.5 51.3 (32.20) (60.30) 500 $9,583 $6,413 $65,318 $49,678 February 83.5 (60.30) 500 $9,583 $65,318 $49,678 March 83.5 (60.30) 500 $9,583 $65,318 $49,678 April 83.5 (60.30) 500 $9,583 $65,318 $49,678 May 83.5 (60.30) 500 $9,583 $65,318 $49,678 June 83.5 (60.30) 500 $9,583 $65,318 $49,678 Subtotal 501 51.3 $57,498 $6,413 Total 1002 524.2 -60.3 $114,996 $65,318 $49,678 I~t i J ' r,. VAA 11 F r ' j - - - f - ~ ~ ~c.`ycr,✓" , ..cr,_ vtl~4Y~~S'~~Xi54 `~~1~r~~~r. ~y` i :.V fr ?}fl 111A4. The of East Middlesex 61C 12th Annual Awards Ceremony Together Shine! Tuesday, April 26, 2005 Holiday Inn - 1 Newbury Street Rte. 1 North, Peabody Registration and Refreshments 6:00 p.m., Program 6:30 p.m. Please join us in recognizing our 2005 honorees... Lucie Cripps Award Allen Crocker, M.D. Norma Howland Human Rights & Advocacy Award Rhonda Fogle, M.D Educators of the Year Thomas Keane, Concord Carlisle Regional High School Donna Kelley, Stoneham High School Municipal Employee of the Year Ruth Clay, City of Melrose Employers of the Year Michelle Filleul, Reading Public Library Anthony Trofimow, Edward Jones Investments East Middlesex Industries Employee of the Year Tihi Toth Y , + J4 y,. Consumer Achievement T'ai Chi Participants Jack Barry, Ed Daloia, Cathy Dean, Teri Ann Foley, Ginger Ford, Ross Geldart, Chris Hartford, John Herbert, Jane Hickey, Kiely Holden, Janice Michaud, Danny Pike, Alfred Resteghini, Kerry Rubman and Peter Sitcawich Distinguished Service Award Recipients John Paul Anderson; A & A Taxi, Inc.; Brooksby Farm, JoAnne Roden; Corcoran Management, Monique Mazzola; Ironside Farms, Kathy Izzi; Dick Haggerty, The Daily Times Chronicle; Catherine Boyle; Nancy Megna; Florie Chambers; Meghan Greabell and Andrew Lee Special Recognition Deborah Goldstein, Shannon Murphy and a Surprise Honoree Also featuring... A T'ai Chi demonstration, staff longevity recognition & presentation of our Annual Report Please use the enclosed form to reserve tickets and place an ad in our program book. Deadline is Friday, April 1, 2005 s. E.:. ~ _ _ :.~sn~^`•' ~'73~•,;;P < ~'w'r;;iE`if:i.'ti ~ ~ i.. A e of East Middlesex. Awards Ceremony Guest List I have made reservations for the following people (payment listed on reverse side): There are no tickets. Your name will be on the reservation list at the registration table at the event. Please check in at the registration table to pick up your place card. Seating'is assigned. We will do our best to seat you with the party of your choice. Please seat me with: v ~N The Arc of East Middlesex Awards Ceremony Reservation and Ad form Name:, Company: Address: Phone: ( ) Email: Reservations Yes, we will attend. Please list guests on reverse side. Please reserve the following seats for us: seats @ $10 each (general admission) seats @ $5 each (price for staff, consumers, children age 3 and up) $ seats for children under the age of 3 (free) Total number of seats Program Book Ads Promote your business! Please circle ad size Full Page (8" X 5 %4) Page (4" X 5'/) % Page (4" X 3") Sponsor (2 1/2" X 2'h) Total for seats $ Send good wishes from your family! Thank your nominee! $150.00 $ 75.00 $ 50.00 $ 25.00 Amount enclosed for ad Text for ad: Ad may also be emailed to srbO-theemarc.ora Total Amount Enclosed (Reservations & Ads) Make checks payable to EMARC. MasterCard, Visa & Amex also accepted. Credit Card Expiration Date: Ad Authorized by: Card Holder signature required for credit card sales Ad & Reservation Deadline: Friday, April 1, 2005 ~~,3