ffite of tij Citp Clerk - Beverly, Massachusetts · ffite of tij Citp Clerk 191 Cabot Street • Beverly, Massachusetts 01915-5849 D. Wesley Slate, Jr. Lisa E. Kent City Clerk Assistant

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4. Wesle$jte, Jr. City Clerk

ffite of tij Citp Clerk 191 Cabot Street • Beverly, Massachusetts 01915-5849

D. Wesley Slate, Jr. Lisa E. Kent City Clerk Assistant City Clerk

Tel 978-605-2326 Tel 978-605-2325 Fax 978-921-8511

Thursday, 11 April 2019

The following Meeting is scheduled for the week of 15 April 2019:

Monday, 15 April 2019: Patriots Day Holiday — City Hall, Non-Public Safety Buildings, and Beverly Public Schools are closed for the day. Normal hours will resume on Tuesday, 16 April 2019 except for the schools which are on vacation all week.

Tuesday, 16 April 2019: 7:00 PM — Regular City Council Meeting - City Hall, 191 Cabot Street, 3rd Floor Council

Chamber / Beverly, MA. Council & Council Committee Agendas are enclosed

Respectfully,

AGENDA Regular Meeting of the Beverly City Council

Tuesday, 16 April 2019 @ 7:00 PM

Roll Call of Members

Pledge of Allegiance to the Flag: Councilor Latter

Moment of Silence: 1. John W. McElhiney, Firefighter-Beverly Fire Department, 40 Years (ret.)

Presentations, Awards and Memorials: 1. Sara A. Stanley, Esq., Deputy Director — HAWC — Annual Update 2. Miranda Aisling — Miranda's Hearth — Briscoe Building Re-Use 3. Gloria Bouillon, Manager — Beverly Regional Airport — Airport Activities

Resolutions: 1. Michael D. Halloran, Firefighter-Beverly Fire Department, 32 Years, Retirement 2. Scott G. Steeves, Firefighter-Beverly Fire Department, 30 years, Retirement

Comments by Citizens (subject to the conditions contained in Appendix A to the "Rules and Orders"): Anyone who would like to speak at the Meeting has until 9:30AM on the day of the Meeting to register with the City Clerk. (Limit of 3 @ 5 minutes each):

1. Beatrice Heinze, 17 Conant Street, W-211 — Vote16

Public Hearings: None

Acceptance of Minutes of Previous Meetings: 1. Monday, 1 April 2019— Regular Meeting 2. Monday, 8 April 2019 — Special Meeting

Communications from His Honor the Mayor: 1. #3xx — Appointment — Constable — Marc Menard, 54 Glendale AV / Peabody 2. #3xx — Appointment — Constable — Gabriele Mongiello, 55 Eastman AV /

Swampscott 3. #3xx — Reappointment — Constable — Timothy J. Rubchinuk, 4 Shortell AV 4. #3xx — Reppointments — Cultural Council — Michael Miller, 12 Lothrop ST, Unit 5;

Andrew Houle, 41r Front ST; Alison Avezzie Hanchett, 14 Smith ST 5. #3xx — Appointment — Licensing Board — William Beckman, 5 Penny LN

Communications from other City Officers and Boards: 1. #3xx — Finance Director — Prior Year Invoices for Payment 2. #3xx — Council President— LETTER OF SUPPORT — MA Dredging Program 2019

Communications, Applications and Petitions: 1. #3xx — Application for License (Renewal) — Pawnbroker — Nyan Group, Inc.,

d/b/a Cash Point, 135 Cabot ST 2. #3xx — Glovsky, Counselors-at-Law — 268B Cabot Street — Request for Approval

of National Grid Easement 3. #3xx — Application for 2nd Hand Junk Dealers License (Renewal) — Tools,

Electronics & Musical Instruments — Nyan Group, Inc., d/b/a Cash Point, 135 Cabot ST

4. #3xx — Application for Permit to Maintain Sandwich Board Sign — Wild Oats Health Food Store, 12 West ST, Beverly Farms

5. #3xx — Application — Sidewalk Dining Permitting Program (Renewal) — Tartine, 192 Cabot ST

Scott D. Houseman - Chairman Meeting called to Order: Paul M. Guanci John P. Prates Jr.

FINANCE AND PROPERTY / COMMITTEE OF THE WHOLE Tuesday April 16, 2019

7:00 PM Within the Confines of the City Council

Order # Date to

Committee

DESCRIPTION Action Taken

#068 4/2/2018 Consultant Report-2nd Water Meter Program

#217-B 12/3/2018 Late File-Safety Improvements to be installed at the intersection of Hale, Eisenhower & Neptune Streets

#333 4/1/2019 Powers and Sullivan, LLC CPAs Comprehensive Annual Financial Report ("CAFR") Management Letter & Reports on Federal Awards Program

Motion to approve minutes of the April 1,2019 Committee meeting

Meeting Adjourned:

Scott D. Houseman - Chairman Meeting called to Order: 8:14PM Paul M. Guanci John P. Prates Jr.

FINANCE AND PROPERTY / COMMITTEE OF THE WHOLE Monday April 1, 2019

7:00 PM Within the Confines of the City Council

Order # Date to

Committee

DESCRIPTION Action Taken

#068 4/2/2018 Consultant Report-2nd Water Meter Program H

#217-B 12/3/2018 Late File-Safety Improvements to be installed at the intersection of Hale, Eisenhower & Neptune Streets

H

#328 4/2/2019 Grant-MA Dept of Mental Health-90K (FY2020)-MA Jail Arrest Diversion Program to fund the co-responder clinician position that assist police staff on calls for indivduals who need mental health and/or substance use supports

A 3-0

#329 4/1/2019 Grant-MA Historical Commission -15K Survey & Planning Grant to develop Beverly's first comprehensive, city-wide historical preservation plan, along with a $15K match as required from community.

A 3-0

#333 4/1/2019 Powers and Sullivan, LLC CPAs Comprehensive Annual Financial Report ("CAFR") Management Letter & Reports on Federal Awards Program

H

#337 4/1/2019 Application-Sidewalk Dining Permitting Program-Gentile Brewing Company, 59 Park Street Unit 1

A 3-0

Chairman Houseman called the meeting to order at 8:14PM, Committee of the whole was called at 8:14PM. Also present were Councilor Guanci, Councilor Frates, Councilor Martin, Councilor Flowers, and Councilor Lang.

Motion to accept minutes of the March 18, 2019. Committee meeting. A 3-0

#328- Councilor Frates made a motion to approve and praised the Grant department for their great work. Approved 3-0

#329- Councilor Frates made a motion to approve and again praised the Grant department for their great work. Approved 3-0

#333-No discussion #337-No discussion

Meeting adjourned: 8:19PM Committee of the Whole adjourned at 8:19PM

Donald G. Martin - Chairman Meeting Called to Order at: David J. Lang Julie R. Flowers

LEGAL AFFAIRS/COMMITTEE OF THE WHOLE Tuesday April 16, 2019

Beverly City Hall 7:00PM

Within the confines of the Council Meeting

ORDER DATE TO DESCRIPTION ACTION NUMBER COMMITTEE

Motion to approve minutes of the April 1,2019 Committee meeting

Meeting Adjourned:

Donald G. Martin - Chairman Meeting Called to Order at: 8:20 David J. Lang Julie R. Flowers

LEGAL AFFAIRS/COMMITTEE OF THE WHOLE Monday April 1,2019

Beverly City Hall 7:00PM


ORDER NUMBER

DATE TO COMMITTEE

DESCRIPTION ACTION

#321 3/18/2019 Reappointment-Historic District Commission-Suzie Lamont

A 3-0

#323 3/18/2019 Reappointment-Human Rights Committee-Renee Gannon, Esther Ngotho, Rabbi Alison Adler

A 3-0

#324 3/18/2019 Communication - Planning Board - Annual Update of Inclusionary Housing "Submission Requirements, Procedures & Supplemental Regulations" - Code of Ordinance Appendix E "Fee in Lieu of Units"

A 3-0

#330 4/1/2019 , Order for 1 Water Street Ground Lease A 3-0

#330A 4/1/2019 Late File-Order for Special Tax Agreement ("STA") A 3-0

#331 4/1/2019 2019-Petro License Renewals A 3-0

#332 4/1/2019 ,

163 Common LN Proposed Conservation Restruction

A 3-0

#336 4/1/2019 Application for License to Peddle (Renewal) Shave Ice-Derrick Neal/Hawaiian Jim's of MA

A 3-0

Chairman Martin called the meeting to order at 8:20PM, Chairman Martin also called Committee of the Whole at 8:20PM. Also present were Councilor Lang, Councilor Flowers, Councilor Rand, Councilor Flaherty, Councilor Latter, Councilor Houseman, Councilor Guanci, Councilor Frates, Mayor Cahill, Planning Director Aaron Clausen, Budget Analyst Gerry Perry, Finance Director

• Bryant Ayles and Mr. Martin Bloom from Mission Restaurant.

Motion to approve minutes of the March 18, 2019 Committee meeting A 3-0

#321-No discussion #323-No discussion #324-No discussion #331-No discussion #332-No discussion #336-No discussion

Mayor Cahill: Cahill: We are here to answer questions about the property on 1 Water Street. The city has owned the property for 21 years and the city has tried to get a business in this property. There are a lot of things attractive about this property but also a lot of challenges. Mr. Bloom and his team have 40 plus years of experience in high quality restaurants. What is before you is very straightforward and in the best interest of the city to approve this tonight.

Clausen: The special tax agreement is to attract businesses. This is a 5 year term, it helps the city with the upfront costs. There is no loss revenue because the property has no revenue now.

Lang: There is a mural in MacDonald's, what will happen to that?

Clausen: It will be removed and preserved.

Mayor: The plan is for the mural to go to the Library.

Lang: Has the Chapter 91 License been applied for? Does Mr. Bloom and his team have financing?

Clausen: They have not applied for the Chapter 91 license yet, after tonight if approved Mr. Bloom can start doing what he needs to do for the license.

Mayor: Mr. Bloom has a team in place, he is familiar with the permit process, it takes approximately 7 months to process at best. Hoping to open in November 2020.

Mr. Bloom: (following up on Lang's question) numerous banks are interested in financing this loan. I have a history with a lot of the banks around here. I have owned many restaurants.

Martin: I would like to hear from the Budget Analyst Mr. Perry.

Perry: In my opinion it is a great idea. The city will not receive anything now but will in the future. It will also increase meal tax revenue. A couple things do concern me. The property needs a 6 inch water pipe put in at the cities expense. The building also has to be raised also at the cities expense. I spoke with Mr. Ayles about these concerns and he said he reached out to Commissioner Collins and he said he could do the work within the budget that we have. I also have concerns about the Swampscott Property that Mr. Bloom owns. There was a long delay on that property and we do not want that to happen here in Beverly.

Bloom: The reason there was a delay in Swampscott was after all the permits were done and everything was all set and then one person from the Historical Society decided the building might be historic. It all got settled but that was the delay.

Mayor: The raising and prepping of the building was all in the RFP. Our own team doing the work is in the budget.

Frates: I think the proposal will be a great addition to the City. Is the loan a personal loan or a corporate loan?

Bloom: Corporate. I do not expect any problems with the financing.

Houseman: The package looks great. But I received the 32 page package on Friday and you want a vote tonight. On a legal point of view I am not comfortable voting tonight without reading the package. Is there a deadline?

Clausen: April 171h is the preliminary application deadline and the final one is May 22. So there is an urgency.

Houseman: I will use my right to hold ordinance tonight to hold the vote.

Mayor: The package was summited on Thursday. I respectfully ask that you move this through tonight, so that we can get the ball rolling. We have been working a long time on this.

Houseman: I do not think I am being unreasonable asking to review this package.

uuanci: i am very happy with this. I suggest we vote it out of committee and have a special meeting on Monday because Councilor Houseman has said he will be holding it anyway.

Flaherty: I also feel uncomfortable voting tonight and think we should hold it so that if anyone from the public has questions we can answer them at the Special Meeting.

Rand: I think that is a great compromise. We are not looking at the proposal tonight we are looking at the lease agreement.

Latter: I am traveling next week. I support this project and would like to vote tonight.

Flowers: I also think the compromise makes sense. I would like to read this. Will the builders be local and what type of jobs?

Bloom: Workers will come from Mission on the Bay and the builders will be from around here.

Flowers: Do you have plans for customer parking? Employee parking?

Mayor: if you look at the site, the 'city has parking under the bridge and on the harbormaster property. This meets and exceeds parking under zoning.

Bloom: Employees car pool and a lot of the time take Uber or Lyft. I also think up and down Water Street has parking that employees could use.

Rand: As Ward two Councilor it is a scary and at the same time exciting. The neighborhood has wanted something in this property for a long time. Possible help with the parking use the garage and have Valet Parking.

Latter: I applaud the administration and Mr. Bloom. I am excited and it is something that we have all wanted for a long time.

Martin: Can I get a motion to approve #330

Lang: Motion to approve Flowers: Second Approved 3-0

Martin: Can I get a motion to approve #330A

Lang: Motion to approve Flowers: Second Approved 3-0

Martin: Meeting adjourned at 9:14PM Committee of the whole adjourned at 9:14PM

Estelle M. Rand — Chairman Meeting called to order at: Timothy P. Flaherty James F. Latter

PUBLIC SERVICES / COMMITTEE OF THE WHOLE Tuesday April 16, 2019

Beverly City Hall 7:00 PM


Order Number Date of Committee Description Action Taken

Motion to accept minutes of the April 1,2019 Committee meeting.

Meeting adjourned:

Estelle M. Rand — Chairman Meeting called to order at: 8:13PM Timothy P. Flaherty James F. Latter

PUBLIC SERVICES / COMMITTEE OF THE WHOLE Monday April 1, 2019

Beverly City Hall 7:00 PM


Order Number Date of Committee Description Action Taken

#320 3/18/2019 Reappointment —Waste Reduction Committee-Toni Musante

A 3-0

Motion to accept minutes of the March 18, 2019 Committee meeting. A 3-0

#320-No Discussion

Meeting adjourned: 8:14PM

4/5/2019 John McElhiney I Obituary I The Salem News

I III I \) v:. \I \\

John W. McElhiney July 19, 1936 - April 03, 2019

Beverly - John W. McElhiney, Ret. Beverly Firefighter, age 82, died April 3, 2019 at the Kaplan Hospice

House. He was the husband ofJoyce A. (Page) McElhiney. Born and raised in Beverly, he was the son

of the late Arthur and Elsa (Peterson) McElhiney. He graduated from Beverly High School Class of

1954.

John was a Beverly Firefighter for 40 years.

He enjoyed geocaching, reading about history, camping, boating, vacationing and spending time with

his family and friends.

Surviving him in addition to his wife, Joyce with whom he shared nearly 45 years of marriage are his

three daughters, Diane Joslin of Peabody MA, Cheryl West and husband, Harry of N. Attleboro, Joni

Lane and husband Chris Cook of Mason NH, his two step daughters, Lori and husband George, of

Beverly MA, Kristine and husband, Marty of Seattle WA, his two sisters: Jane Prescott and her husband

Web of Poway, CA, Helen Hawkey of El Cajon, Calif., eight grandchildren, Jennifer, Paul, Steve, Carl,

Elizabeth, Derek, Tyler, Emily, Eric and eight great-grandchildren.

His funeral service will be held in the Campbell Funeral Home, 525 Cabot Street, Beverly on Sunday April 7, 2019 at 2 p.m. Relatives and friends are invited to attend. Visitation will be held from 12 to 2 p.m. In lieu of flowers, contributions may be made in his name to the Alzheimer's Association https://www.alz.org/. Information, directions, condolences at www.campbellfuneral.com.

obituaries.salemnnwg

4/11/2019 Sara Stanley, Esq. — HAWC

I-IAW Healing Abuse Working for Change

Sara Stanley, Esq.

Deputy Director

Sara joined HAWC in June 2015 as Attorney Director of Legal Programs and was promoted to Deputy

Director in August 2017. In this role, Sara is responsible for day-to-day leadership for the agency, working

in close partnership with the Executive Director. In addition to this work, Sara coordinates legal

programs, legal advocacy, pro bono clinics, and law student internships. She also continues to represent

https:flhawedv.orofaboutlleadershin-tp=min,),-,i—,

4/11/2019 Sara Stanley, Esq. — HAWC

a limited number of high-risk cases. Previously, Sara worked as an attorney at many firms, served as a pro

bono attorney with the Women's Bar Foundation, and volunteered at Jeanne Geiger Crisis Center. The

role at HAWC truly merged her interest in the intersection of domestic violence and the law. Sara

obtained her legal degree from Suffolk University School of Law in 2007.

HAWC LOCATIONS

HAWC serves 23 cities on Massachusetts' North Shore

Salem, MA 973-744-8552 (tek-978-744-8552)

Gloucester, MA 978-283-8642 (te1:1-978-283-8642)

Lynn, MA 781-592-9900 (te1:1-781-592-9900)

North Shore Medical Center 978-354-4383 (teh-978-354-4383)

For 24-hour support, call our hotline at: 1-800-547-1649 (te1:1-800-546-1649)

FOLLOW HAWC

For up-to-date information on domestic violence awareness and opportunities for action, follow us on Facebook and

Twitter!

https://hawcdv.orn/ahnu it/Ingd.rohir,_+.,.-rane)

3/19/2019 Briscoe Middle School I Miranda's Hearth

Sham

HOME ABOUT OUR GOAL EVENTS THE TINY HOUSE DONATE Type to search, then press ent

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Briscoe Middle School

Advance tickets are now available for the Hearth Concert @ Porter Square Books After Hours featuring EllaHarp!

LEARN MORE

HEARTH PREPARED BY

LUTILm'

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LEARN MORE

http://mirandashearth.com/briscoe-middle-school/2/8

THE °REA' 'UTION: Repurpose Briscoe Middle School as a

17T'-'7.?.1f7

Arrunukunt An! la I rim 1140

4 CREATIVE AGING PROGRAMS I...COMMUNITY ART PROGRAMS I MAKER .8 INCUBATOR SPACE

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.e Advance tickets are now available for the Hearth Concert @ Porter Square Books After Hours featuring EllaHarp!

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High renovation costs

Lack of funding for the arts

Preserving public access to building and land

Preserving historic character of the building

Dedicated infrastructure to support the creative community

Affordable space for artists, creative entrepreneurs, non-profits

Flexible event space for meetings, pa rties,galas, + events

More room for senior + community programming

HEARTH

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http://mirandashearth.com/briscoe-middle-school/ 4/8


SharE

- Begin renting the building without significant renovation Wit!-,out a :zoning change or significant investment. the bijid

.isecl immediately despite current code compliance isLues [wring this phase, we propose leasing Briscoe Middle School I r.m t ot Bover y for $11year for 10 years

- Work with the city, the community, and tenants to clean up the building

- Immediately start generating revenue and developing community investment

Instead of n lengthy development process, the building could bf.., or.cupied .7(nci operational within SIX months with under 9,,S00,000 in upfront

- Establish a capital campaign for functional renovations within 5-10 years

Once in Opel Otion. begin a capii can ipaigi s?„n,t frnl jr ° Vt'd accessibility, and code complizinco .testimatod or S7 tot-nillion HEARTH


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THE CREATIVE SOLUTION

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- Once established as a cultural community center, the following opportunities are possible:

Community Art Hotel Rooms Affordable Artist Live/Work. Space

Tiny House Hotel Rooms

- Each of these options would require business partnerships and further renovations.

- Prior to in-depth renovations, Miranda's Hearth would acquire Briscoe Middle School from the City of Beverly for $1.

- The building could also continue as a sustainable cultural community center without any further partnerships.

HEARTH

Advance tickets are now available for the Hearth Concert @ Porter Square Books After Hours featuring EllaHarpl

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FINANCIAL PROJECTION

INCOME

SIX MONTH RAMP UP YEAR ONE YEAR TWO YEAR THREE YEAR FOUR YEAR FIVE •

Donations

$ 250,000 S 350.000 5 450,000 S 560.000 S 600.000

Programming

5 35.000 5 40.000 5 50.000 5 60.000 5 70.000

On•Going Rentals S

5 450,000 $ 675000 5 843.750 5 056.250 5 1,060 NO

Rental Occupancy

40% 000 76% fib%

OW',

Ono-Time Rentals S

$ 6.000 $ 12.000 5 18.000 5 24 000 5 2.1000

EXPENSES

Administration 5 5,000 $ 25,000 S 30.000 5 35.000 5 40.000 S 50 0011

Facilities 5 100.000 5 200.000 $ 200,000 S 200.000 5 200.1000 5 200 oori

Staff S 40.000 5 110.000 S 150,000 S 200000 S 200 000 5 200.072i

Cleaning S 100.000 $ 36,000 5 50,000 5 50.000 S 65.000 .5 611.000

Markelln8 5 5,000 5 12,000 5 24.000 $ 35.000 5 46.000 5 50.000

Maintenance 5 250.000 5 200,000 S 200.000 $ 200.000 S 200.006 5 200(11111

Programming 5

5 18.000 S 20,000 5 25,000 5 30.000 S 35.000

TOTAL EXPENSE 5 500.000 5 601.000 5 674.000 5 745.000 5 780.000 5 800 000

TOTAL INCOME S • $ 741,000 $ 1,077,001 S 1,361.751 $ 1,560.251 5 (762701

ANNUAL NET 5 (500.000) $ 140.000 5 403,001 5 616.751 5 810.251 5 902,751

CUMULATIVE NET $ (500.050) $ (360,000) 5 43,001 $ 659.752 5 7,470:003 5 2.432 754

H E ART H

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COMMUNITY CHANGE TAKES PARTICIPATION

HOW CAN YOU HELP?

, Donate to oucaninual appeal! Even Nvithbut a,buliding,rwehaVe T exPenses'that\deneed to coverinclill:Ing our officeedministratibn, fnerketing,Reogi'arnrhingyandi planiiing_cost'S.Every,d011ar helps! .

Pledge to support the first phaseOf developrnenl Ifjustlp people. pledge $50.,000, have the finances to carnplete-Phasepne of repurposing:Briscoe Middle School as a'cultyralCorn'rriunitY center.

Complete our creative rentals survey! Are an artist or creative . _ . - entrepreneyr._Onthe NOrth'Shbre? We Want to know What you need in a cultural cbrnmUnitY:Center.ill out our SurVeYto.let-us know. • . • •

Learn more by attending an event! We run creative community nights on Mondays in Somerville from 7-9 and on Thursday in Beverly from 6-8 every week. Stop by to make something, meet people, and learn more about the project

Volunteer at our events! We're looking for volunteers to help with our Hearth Concerts, Waltz. Art. & Music. Nights, and the upcoming Nourish Beverly Festival and 5th Annual BIG Massachusetts TinY HoUse Festival.

And, most importantly, spread the word!

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Copyright © 2019 Miranda's Hearth


4/11/2019 Airport Authority I Beverly Regional Airport

‘sie*Y)

MEP" s IONA

• sr a

Located on the North

Shore of Massachusetts,

about 26 miles from

Boston, Beverly has a

unique personality- small

town charm coupled with a

city identity.

Beverly has a first class

public school system,

excellent access to Route

128, five commuter rail

stations, a municipal golf

course and airport making

it an easy place to work,

visit or live.

NEWS

North Shore Journal: Beverly Airport February 5,

2019 - 8:34

Pm

Beverly Airport nets over SgooK in grants January 16,

2019 - 7:32

PM

Equal in the skies: Beverly Airport women make way in aviation, air traffic control December 18,

2018 - 10:32

pm

Beverly is a great

place to live with

stable, diverse

communities in

picturesque

settings. With

miles of coastline,

public parks and

open spaces,

Beverly is aptly

called the

"Garden City."

A strong partnership

between business,

government and community

coupled with a thriving

downtown and many

https://beverlyairport.com/airport-authority/ 1/3


business hubs, attracts a

wide range of businesses to

Beverly.

Airport Commission

Paul E. Brean, Chairman, Beverly

Paul. A. Trefry, Vice Chairman, Beverly

Peter Gentile, Beverly

Richard M. Bessom, Beverly

Tracy Wadsworth, Danvers

Aaron Henry, Danvers

Scott Dullea, Beverly

'She did a phenomenal job': Teen student pilot lands plane in Beverly after losing a wheel November 18,

2018 - 10:21

PM

UPCOMING EVENTS

There are no

upcoming events

at this time.

Meetings

Beverly Regional Airport Commission meetings are held on

the second Monday of each month at 6:00pm in the Airport

Conference Room. CONTACT US

At any time a Committee can change to a different night Phone: 978-921-

relative to the importance of what is before them for 6072

discussion. (After hours,

leave message)

Fax: 978-921-

Email Contact 6071

Email: Gloria Bouillon, Airport Manager airportmanagerED

Kim Crofts, Administrative Assistant

ROUTE

:tri6d r 1

Gloria Bouillon L

Airport Manager


4-


As the Airport Manager,

Gloria Bouillon oversees all

activities, A priority is

building strong collaborative

relationships with internal

and external stakeholders,

Local and regional

governmental officials and

business partners. She was

previously the Airport

Manager for Pittsfield

Municipal Airport and before

that she created master

plans for airports, She is a

commercial licensed pilot,

graduated with high honors

from Dowling College

School of Aviation and has

received various

certifications in airport

management,

Danvers

Fit:ReCrly

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co THE CITY OF BEVERLY MASSACHUSETTS

© Copyright - Beverly Regional Airport


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WHEREAS: The Beverly Fire Department is a career department located on the North Shore of Massachusetts. The Department employs 64 Firefighters and Fire Officers as well as 5 full time professional Fire Alarm Operators that staff the Fire Alarm Office; and

WHEREAS: It is the mission of the Beverly Fire Department to provide quality fire protection and Emergency Medical Services to the citizens of the community through professional and competent fire suppression forces as well as vigorous public education and fire prevention efforts; and

THEREFORE BE IT RESOLVED: That the City Council of the City of Beverly extend our deepest congratulations and profound sense of gratitude and respect to FIREFIGHTER SCOTT G. STEEVES on the occasion of his retirement on this date of JULY 22, 2018 and wish him and his family good health and much happiness in this next phase of their lives, and that the City Clerk spread a copy of this Resolution upon the City Records.

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WHEREAS: The City of Beverly is roughly 17 square miles of mixed commercial, residential, industrial and open property There are approximately 41,000 residents living across the city in roughly 16,000 housing units. The Beverly Fire Department responds to nearly 5,200 emergency calls every year varying from structure fires to motor vehicle accidents and medical aid calls; and

WHEREAS: For the last 30 YEARS, FIREFIGHTER Scarr G. STEEVES has served the citizens of Beverly and will now be retiring from the Beverly Fire Department;

TIMOTHY P. FLAHERTY JULIE R. FLOWERS

PAUL M. GUANCI, PRESIDENT JOHN P. FRATES, VICE PRESIDENT

DAVID J. LANG ESTELLE M. RAND

JAMES F. LATTER

DONALD G. MARTIN, DEAN

FIREFIGHTER SCOTT G. STEEVES BEVERLY FIRE DEPARTMENT

A RESOLUTION

Soon' D. HOUSEMAN

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FIREFIGHTER MICHAEL D. HALLORAN ‘ ,

....) BEVERLY FIRE DEPARTMENT Ire L.. 6 -1

0) A RESOLUTION (9 , ct fe , 11 Ire

1/4,-; 'VV The Beverly Fire Department is a career department located on the North , II Shore of Massachusetts. The Department employs 64 Firefighters and Fire Officers as well as re ,

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5 full time professional Fire Alarm Operators that staff the Fire Alarm Office; and ire ‘ ,

el WHEREAS: It is the mission of the Beverly Fire Department to provide quality fire () L..

el protection and Emergency Medical Services to the citizens of the community through professional and competent fire suppression forces as well as vigorous public education and 19

al fire prevention efforts; and

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e l WHEREAS: The City of Beverly is roughly 17 square miles of mixed commercial, re L.

ei residential, industrial and open property. There are approximately 41,000 residents living across the city in roughly 16,000 housing units. The Beverly Fire Department responds to re

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It el nearly 5,200 emergency calls every year varying from structure fires to motor vehicle accidents and medical aid calls; and ,

ei t ,.... ei WHEREAS: For the last 32 YEARS, FIREFIGHTER MICHAEL D. HALLORAN

has served the citizens of Beverly and will now be retiring from the Beverly Fire Department; 9

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el THEREFORE BE IT RESOLVED: That the City Council of the City of Beverly extend our deepest congratulations and profound sense of gratitude and respect to

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i FIREFIGHTER MICHAEL D. HALLORAN on the occasion of his retirement on this date of (43)

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JULY 7,2018 and wish him and his family good health and much happiness in this next L.. .

14. i phase of their lives, and that the City Clerk spread a copy of this Resolution upon the City Records.

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Regular Meeting - Beverly City Council, Beverly, MA MINUTES —DRAFT- Monday, 1 April 2019 @7:00 PM Beverly City Hall, 191 Cabot Street, 3 rd Floor Council Chamber-Called to Order @ 7:04 PM

Roll Call: Timothy P. Flaherty, Julie R. Flowers, John P. Frates Jr.-Vice President (absent), Scott D. Houseman, David J. Lang, James F. Latter, Donald G. Martin, Estelle M. Rand, Paul M. Guanci-President.

Pledge of Allegiance to the Flag: Council Vice President Frates

Moment of Silence:

1. George Heller, USAF Veteran, Library Trustee, License Board Member

Council President entertained a Motion to Suspend the Rules to allow him to read two letters received — Approved — Vote: 9-0.

1. Thank you letter from Cub Scout Pack 4, Web elos II, for their tour of City Hall, introduction to the City's history and archives, and attendance at part of the Council's last Regular Meeting in order to win their Government Badge.

2. Letter from Brookwood School 3 rd Graders Enzo & Liliana concerning plastics on West Beach, their cleanup of that area, and continued efforts to recycle.

Council President also mentioned the Salem News recent "Best of the North Shore" Awards Ceremony at Danversport Waterfront where his own establishment won "Best Sandwich", and the City won for "Best Dog Park". He showed the plaque that was received for the latter, and that Bruce Doig, Director of Community Services, and Parks & Recreation, was anxious to display the plaque in his office.

Presentations, Awards and Memorials: 1. Rachel Hand, Director — Family Promise North Shore Boston

2. #338 —John Augeri, Chair, Advisory Committee & Charlie Boshen, Assistant Manager —Beverly Farmers Market

Resolutions: None

Comments by Citizens (subject to the conditions contained in Appendix A to the "Rules and Orders of City Council"): Anyone who would like to speak at the Meeting has until 9:30AM on the day of the Meeting to register with the City Clerk. (Limit of 3 @ 5 minutes each):

1. Malie Cole, 9 Glidden ST — Vote16 2. Kurtlan Mass arsky, 20 Madison AV — Vote 16


Acceptance of Minutes of Previous Meetings: 1. Monday, 5 November 2018 — Joint Meeting with the Planning Board 2. Monday, 18 March 2019— Regular Meeting

Vote to Approve Both: 9-0

Communications from His Honor the Mayor:

#328

April 1, 2019

The Honorable City Council City Hall Beverly, MA 01915

Dear Honorable City Council:

I am pleased to inform you that the City of Beverly was awarded the multi-year Massachusetts Jail Arrest Diversion Program grant to hire a co-responder clinician to support the Beverly Police Department Community Impact Unit. The grant is for the following duration: $45,000 (FY18), $90,000 (FY19), $90,000 (FY20) and $90,000 (FY21). We anticipate this grant will be renewable upon expiration and provided there is continued availability of funding from the Department of Mental Health.

Specifically, this grant funding will be used to fund the co-responder clinician position that assists police staff on calls for individuals who need mental health and/or substance use supports. The Jail Arrest Diversion Grant is a collaborative effort between the Beverly, Essex, Gloucester, Ipswich, Manchester and Rockport Police Departments.

Massachusetts General Law Chapter 44 Section 53A requires both City Council and Mayoral approval before any grant or gifts to the city can be expended for their prescribed purpose. I therefore request the City Council approve this grant by taking action on this matter at your meeting on April 1, 2019. Thank you.

Sincerely yours,

Michael P. Cahill Mayor

cc: Catherine Barrett, Director of Grants Police Chief John LeLacheur

Referred to Finance & Property

#329

April 1,2019



I am pleased to inform you that the City of Beverly has been awarded a $15,000 Survey & Planning Grant from the Massachusetts Historical Commission. This grant funding will be used to develop Beverly's first comprehensive, city-wide historical preservation plan. In addition, there is a $15,000 match that is being contributed as required from the Community Preservation Act administrative funds.

Massachusetts General Law Chapter 44 Section 53A requires both City Council and Mayoral approval before any grant or gifts to the city can be expended for their prescribed purpose. I therefore request the City Council approve this grant by taking action on this matter at your meeting on April 1,2019. Thank you.

Sincerely yours,



#330

Aprill, 2019

The Honorable City Council Beverly City Hall 191 Cabot Street Beverly, MA 01915

Re: Order for 1 Water Street Ground Lease and Order for Special Tax Agreement ("STA")


I am pleased to submit for your consideration two orders seeking approval of: (1) A ground lease for 1 Water Street; and (2) A Special Tax Assessment ("STA") Agreement between the City of Beverly and Beverly

Restaurant Associates, LLC (BRA).

As the Council is well-aware, the City has actively sought redevelopment of the property located at 1 Water Street for a restaurant use for several years now. Most recently, the City issued a request for proposals (RFP) in summer of 2018 seeking proposals to redevelop the property in a manner that brings a high-quality dining experience to the Beverly waterfront. In addition to the restaurant use, the RFP sought to meet broader community objectives including a project that will encourage public use and enjoyment of the waterfront, building and site design that creates an inviting public realm and will enliven surrounding public spaces, and maxim17e the economic potential for waterfront properties.

BRA was the sole respondent to the RFP proposing a restaurant approximately 11,000 square feet in size on two floors with an outdoor deck space for seasonal dining. Consistent with RFP

requirements, the project includes space on the ground floor for take-out service and public restrooms. BRA is currently revising the proposal to further meet the RFP objectives; however, I am providing herewith the BRA' s proposal as submitted for your reference. The BRA ownership group is a well-established restaurateur that currently owns and operates two restaurants on the north shore, Mission on the Bay located in Swampscott and Mission Oak located in Newburyport. One of the partners also owns and operates the Burro Bar with two locations in Boston. Together the ownership team has over 70 years in the restaurant and hospitality industry. BRA estimates investing a minimum of $3.5 million to redevelop the property as proposed and will create a minimum of sixty (60) year-round jobs, increasing up to 125 jobs during the peak season.

The business terms of the lease, which is attached to the enclosed order, include an initial 40-year term, with two 5-year options to renew. The negotiated base rent provides for an annual rate of twenty-five thousand dollars as of the sixth year of the lease, with a ten-percent escalator thereafter every five years. This will yield rental income (which does not include real or personal property taxes) in the amount of $1,747,435 over the term of the lease.

The proposed five-year special tax agreement ("STA") provides for relief from real property taxes to promote investment in the project. It is available under M.G.L. ch. 23A, section 3E(c) and was offered as an incentive in the RFP. The STA is a tool available to address the many challenges surrounding the proponent's redevelopment of the property for the City's desired use and broader public benefits, and is designed to help ensure a successful project while meeting the broader community objectives. Consistent with parameters set in the RFP, BRA seeks approval of the 5-year STA, which will assist with the initial investment needed to redevelop 1 Water Street. By entering the proposed STA, BRA is committing to a minimum capital investment of approximately $3.5 million (site development, building construction and the purchase of machinery and equipment). In addition to their investment in the property, BRA is committing to creating 60 new year-round jobs within during its first full year of operation, and up to 125 jobs during the peak season.

The City of Beverly has been very judicious in its support of projects seeking tax incentives, selecting those that will yield job growth, make substantial investment in Beverly, and in this case, will act as a catalyst in attracting additional investment along Beverly's harbor front. The proposed project is consistent with these standards and, therefore, the proposed STA provides for a five-year term during which taxes would be reduced 100% for the first two years; 75% in the third year, 50% the fourth year, and 25% in the fifth and final year of the STA term. Enclosed is a schedule illustrating the tax benefit to BRA, and over time new tax revenue due to the City from the project. It is important to note that there currently is no real property tax revenue generated on the property because it is City owned.

The City of Beverly's Economic and Community Development Council (ECDC) unanimously voted in favor of the project on March 14, 2019. Please find enclosed a letter from the Chairman of the ECDC voicing unanimous support for a STA agreement with BRA, the required Letter of Intent submitted to my office, excerpts from the response to the City's RFP, and draft of the proposed STA agreement between the City of Beverly and BRA. I have also enclosed with this package a STA schedule demonstrating that, if the application is approved, that the City will realize a minimum of $133,000 in additional property tax revenue over the 5-year term of the agreement, with annual property tax revenue nearly $90,000 the first year following the end of the STA.

I respectfully request your approval of the enclosed orders at your meeting scheduled for April 1, 2019.

Sincerely yours,


Attachments

Order for 1 Water Street, Beverly, MA Ground Lease

That the Mayor be and the same is hereby authorized to execute a ground lease for a

portion of 1 Water Street, Beverly, Massachusetts that is in substantially the same form as the

lease attached hereto. Such authority shall include but not be limited to, editing scrivener and/or

clerical errors and/or otherwise modifying language that does not materially change the

substance of the rights being granted, executing and filing any other documents required for

conveyance.

GROUND LEASE AGREEMENT

July 2, 2019

This Ground Lease Agreement (the "Lease") is made as of the 2nd day of July, 2019 (the "Effective Date") by and between the City of Beverly, with a principal place of business at 191 Cabot Street, Beverly, Massachusetts 01915, its successors and/or assigns (the "Landlord" or "City") and Beverly Restaurant Associates LLC, a Massachusetts limited liability company with a principal place of business located at 50 Liberty Drive, Unit 5D, Boston, MA 02210 (the "Tenant"). Landlord and Tenant may hereafter be referred to as the "Parties").

I. PREMISES

Landlord, for and in consideration of the covenants and agreements hereinafter set forth to be kept and performed by both parties hereto, demises and leases to Tenant, approximately Thirty Five Thousand Eight Hundred Ninety Eight (35,898) square feet (the "Premises") of a Forty One Thousand Six Hundred Sixty Eight (413668) square foot parcel owned by Landlord and located at 1 Water Street, Beverly, Massachusetts, and also known and numbered as Lot 85 on the City of Beverly's Assessor's Map 1 (the "Parcel"), as more particularly shown in the "Plan of Land Property of the City of Beverly Situated on Cabot & Water Streets Beverly, Massachusetts November 2006" attached hereto as Exhibit A and incorporated herein by reference. The Parcel is also identified and described in the City of Beverly RFP #18-031, dated October 4, 2018 (the "RFP"). Reference is made to that portion of the Parcel known as Grover's Wharf (the "Wharf"), which Wharf is located at the far southern end of the parcel and identified in the RFP. Although the Wharf is part of the Parcel, it is not part of the Premises. Tenant has only the same rights as the general public to use the Wharf Unless otherwise expressly provided herein, Tenant shall have only the same right to use the Wharf as the general public and may not exclude the general public from traveling through or across the Premises for the piirposes of travelling to and from the Wharf but may limit such access to dedicated areas on the'P emises to the extent permitted herein.

1.1 CONDITION OF THE PREMISES. Except as otherwise provided herein, Tenant acknowledges that it has leased the Prees and agreed to construct the improvements and except as otherwise expressly provided in this Lease, accepts the Premises in the same condition in which they or any part thereof now are, and waives\ all rights to object to the condition thereof and assitm es all risks in connection therewith, without a4 representation or warranty, express or implied, in fact or by law, on the part of the City of Beverly and any other board, commission, or committee of the City and without recourse to the City or any other board, commission, or committee of the City.

II. TERM

The term of this Lease shall be for an initial period of forty (40) years commencing on the Rent Commencement Date (as defined in Section IV, subsection (a) below) and ending at the end of the day on the day immediately preceding the fortieth (40th) anniversary of the Rent Commencement Date, unless sooner terminated (the "Initial Term"). The Tenant shall have the right, at its sole option, exercisable by giving written notice thereof to Landlord not less than nine (9) months prior to the expiration of the Term of this Lease, to extend the Term of this Lease for two (2) additional five (5) year periods (each, an "Extended Term"). These options to extend the Term shall not be available to the Tenant if the Tenant is then in default under the Lease beyond any notice and cure

period. The terms and conditions of any Extended Term shall be as set forth herein, except for the amount of Base Rent The Initial Term and any Extended Term are hereinafter referred to as the "Term". Upon occurrence of the Rent Commencement Date, either party hereto shall, upon the request of the other party, execute a memorandum in recordable form confirming such date and all other dates set forth in this Lease that are determined with reference to such date.

RFP DOCUMENTS

The parties hereto agree that they intend to be bound in accordance with the terms set forth in this Lease. Additionally, the Landlord and Tenant agree that the project shall proceed in a manner that is consistent with the terms of the RFP and the proposal submitted by Tenant in response thereto and dated November 21, 2018 (the "Proposal") both of which are attached hereto as Exhibit B. The RFP and Proposal, including any attachments thereto, are incorporated herein by this reference. In the event of any conflict or inconsistency between the terms of this Lease and the terms of the RFP and/or the Proposal, the terms of this Lease shall control.

IV. RENT

Tenant shall pay to Landlord base rent (the "Base Rent") beginning on the Rent Commencement Date, as defined in Section IV(a) below, throughout the Term. All Base Rent shall be payable in equal monthly installments of one-twelfth (1/12th) of the annual amount thereof, in advance, on the first (Pt) day of each calendar month during the Term. Base Rent and any Additional Rent (singly and collectively sometimes referred to as "Rent" or "rent") payable to Landlord hereunder shall be paid to Landlord at the address provided for in Section XVII below, or at such other address that Landlord may from time to time designate by written notice to Tenant. Base Rent shall be paid to Landlord without notice, demand, deduction, abatement, or set-off of any kind, except as otherwise provided herein. If the Rent Commencement Date shall not be on the first (Pt) day of a calendar month, then Base Rent for any portion of a calendar month at the beginning or at the end of the Term shall be pro-rated for each day of a partial month.

For purposes of this Lease, the term "Rent Commencement Date" shall mean the date that is thirty (30) days after the date on which Tenant receives a Certificate of Occupancy and all other Required Permits and Approvals which may be reasonably necessary for Tenant to open and operate its restaurant business. During the Term, the Tenant shall pay to the Landlord Base Rent at the annual rates set forth herein, with the terms "Year" or "Lease Year" being defined as each twelve (12) month period. Starting on the Rent Commencement Date and continuing through the end of the Term, including, any Extended Term, if applicable, the annual Base Rent shall be:

Lease Year Annual Base Rent

Year 1 $6,250.00 Year 2 $6,250.00 Year 3 $6,250.00 Year 4 $12,500.00 Year 5 $18,750.00 Years 6-10 $25,000.00 Years 11-15 $27,500.00 Years 16-20 $30,250.00 Years 21-25 $33,275.00 Years 26-30 $36,602.50 Years 31-35 $40,262.75 Years 36-40 $44,289.03 Years 41-45 $48,717.93 Years 46-50 $53,589.72

If Tenant shall fail to pay, within ten (10) business days after the same is due and payable, any Rent, Tenant shall also pay, as Additional Rent, and in addition to the amounts due, an amount which is equal to the greater of (i) ten percent (10%) of the amount due, or (ii) five percent (5%) of the amount due for each month that the amount remains unpaid in full on each such obligation from the day it is due until the day it is received by Landlord (the "Default Rate"). If Landlord, in compliance with the provisions of this Lease, shall make any expenditure for which Tenant is responsible or

(a)

(b)

liable under this Lease, or if Tenant shall become obligated to Landlord under this Lease for any sum other than Base Rent as herein above provided, Landlord shall notify Tenant in writing of any such expenditure or obligation, together with reasonable documentation evidencing such expenditure or obligation, and the amount thereof shall be deemed also to constitute Additional Rent and shall be due and payable by Tenant to Landlord within thirty (30) days after Tenant's receipt of such notice, or such longer period as may be provided in this Lease. In no event shall the Default Rate be computed in a way that is contrary to any applicable law.

V. TENANT EXPENSES (TAXES, MAINTENANCE, INSURANCE, AND UTILITIES)

Commencing upon the Effective Date, Tenant shall pay the following amounts with respect to the Premises:

(a) Tenant shall pay one hundred percent (100%) of all water and sewer charges assessed on any building and/or structure on the Premises from and after the Effective Date. Tenant shall pay when due such water and sewer charges directly to the water department

(b) Tenant shall pay directly to the taxing authority one hundred percent (100%) of all Taxes, which term, for purposes of this Lease, shall mean all real estate, general, and special taxes, including, but not limited to, all betterment assessments, water and sewer taxes, rent, other taxes, and any other governmental charges which may be lawfully charged, assessed, or imposed upon the Premises, including, but not limited to, any building and/or structure thereon. Furthermore, in the event of any change in the method or system of taxation from that which is now applicable, including, without limitation, any change in the essential nature of the ad valorem real estate tax, such changed method or system of taxation shall be deemed Taxes for purposes of this Lease. If any betterments assessments are payable by law in installments, said betterments assessments are deemed payable not for the period in which the same are assessed, but in installments for the periods in which the installments thereof are payable. Taxes shall not include any franchise, capital levy, or transfer tax of Landlord, or any income tax of Landlord.

(e) Tenant shall pay when due all general and special taxes imposed upon all fixtures, equipment, and personal property of every type and description that Tenant maintains in any building and/or structure on the Premises directly to the taxing authority.

(d) Tenant shall obtain and pay for one hundred percent (100%) of the cost of all of the insurance to be maintained on the Premises and/or any building or structure located thereon as provided herein by Tenant. Tenant shall pay when due all such insurance premiums directly to the insuring agency.

(e) Tenant shall make payment when due directly to the appropriate suppliers for all oil, gas, electricity, light, heat, telephone, power, and other utilities and communications services used by Tenant on the Premises throughout the Term. Landlord shall have no obligation to provide utilities or equipment other than the utilities and equipment present in the Premises as of the Effective Date. In the event Tenant requires any additional utilities or equipment, the installation and maintenance thereof shall be Tenant's sole obligation.

(f) Tenant shall pay for one hundred percent (100%) of the cost of performing Tenant's maintenance obligations as provided herein.

(g) Landlord and Tenant acknowledge and agree that both Parties intend that this Lease shall be and constitute what is generally referred to as a "triple net" or "absolute net" lease, such that, except as may otherwise be expressly provided herein, Tenant shall be obligated hereunder to pay any and all costs and expenses incurred with respect to, and associated with, the Premises, including any building(s) thereon and the business(es) operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, together with any and all other assessments, charges, costs, and expenses of any kind or nature whatsoever related to, or associated with, the Premises. Tenant shall be responsible for the maintenance and repair of the Premises

and for all costs related thereto. Except as otherwise expressly provided in this Lease, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Premises during the Term.

VI. USE OF LEASED PREMISES

(a) Tenant shall use the Premises, including any building(s) to be constructed thereon, only for a first class approximately two hundred (200) seat restaurant and bar operation serving food and alcoholic and non-alcoholic beverages with an outdoor seasonal deck-for functions for up to one hundred fifty (150) people (the "Restaurant"), and for such additional uses that are reasonably necessary or incidental thereto, including take-out food services and such other incidental uses to the restaurant and outdoor food and beverage service on the deck to be constructed, for parking, and for no other purposes (the "Permitted Use" or "Permitted Uses"). Tenant shall not use the Premises for any purpose or use other than a Permitted Use without the express, prior written consent of the Landlord.

(b) Tenant acknowledges the EEA Amended Project Agreement, dated August 30, 2017, and attached to the RFP as Appendix D (the "Project Agreement") and agrees that any and all such use of the Premises shall at all times comply with the terms of the Project Agreement and any amendment thereto executed in connection with the RFP. Within sixty (60) days of the Effective Date, Tenant shall submit a written plan to the Landlord demonstrating how Tenant's design and operation of the Premises will satisfy the requirements of the Project Agreement.

(c) Tenant acknowledges that any such use of the Premises and any building or structure thereon shall comply with all federal, state, county, regional, municipal, local, and/or governmental authority written determinations, laws, codes, regulations, ordinances, rules, permits, approvals, conditions, and/or licenses (singly and collectively, the "Applicable Laws").

(d) Tenant shall operate the Premises and any building or structure thereon in a manner that shall comply with the Project Agreement and any amendment thereto.

(e) Nothing will be done by, or permitted to be done by, Tenant upon or about the Premises or any building and/or structure located thereon which shall be unlawful or contrary to any Applicable Laws. Tenant shall only use the Premises and any building and/or structure thereon in accordance with any and all Applicable Laws.

(g) The public shall at all times during the Term continue to have a right of access through and upon the Premises and to any buildings or structures constructed thereon.

VII. TENANT COVENANTS

Tenant's rights and obligations under this Lease are subject to Tenant satisfying the following conditions (the "Tenant's Contingencies"):

(a) Tenant shall, at its sole expense, obtain and maintain all permits, approvals, and licenses from any and all applicable governmental authorities which are or may be required for the construction, occupancy, and/or use of the Premises as intended, including, but not limited to, a seven day all alcoholic beverage license, and for any other alterations, removals, installations, additions, replacements, or improvements of any kind (the "Required Permits and Approvals"), and shall, promptly provide Landlord with a copy of each. Tenant may occupy all or part of the Premises under temporary or conditional Certificates of Occupancy, subject to approval of the City's Department of Municipal Inspections, but shall not be relieved from the obligation to obtain the Required Permits and Approvals.

(b) Time is of the essence and Tenant shall be obligated to proceed promptly and diligently in obtaining any and all Required Permits and Approvals. The Tenant shall file complete copies of all required permit applications needed for the Project as soon as possible, and not later than one hundred twenty days (120) following the Effective Date. The Landlord agrees to reasonably cooperate with the Tenant and/or the Tenant's agents and to execute any instruments or appear at any hearings that may be

reasonably necessary to allow Tenant to obtain the Required Permits and Approvals and to fulfill the purposes of this Lease.

(c) Tenant shall have obtained a Certificate of Occupancy for every building constructed on the Premises and shall have opened each such building for business by September 30, 2020.

VIII. LANDLORD COVENANTS

(a) Landlord hereby covenants and agrees to comply with all of its obligations under this Lease throughout the Term to the extent permitted by law.

(b) Landlord shall promptly execute and deliver any reasonable documents and instruments requested by Tenant which may be necessary to obtain or maintain any Required Permits and Approvals, and shall further reasonably cooperate with Tenant in obtaining or maintaining any Required Permits and Approvals as Tenant may from time to time reasonably request; provided, however, that where Landlord's execution of petitions, application, appeals, or other documents, or joinder in proceedings may be required as a condition to Tenant's proposed action, Landlord shall in no event be required to join in or become a party to any document or proceeding in which it will oppose the City of Beverly or the Commonwealth of Massachusetts or any agency, authority, branch, Landlord, division, office, or subdivision of or for the City or,the Commonwealth of Massachusetts, nor shall Landlord be required in connection with any such document or proceeding or otherwise to oppose in any way any policy previously established by the City nor to take a position inconsistent with a position previously taken by the City. Landlord shall not be required to incur any costs in connection with any documentation under this section. Tenant agrees to reimburse Landlord, within thirty (30) days of receipt of Landlord's written request, for any reasonable third-party costs Landlord may incur in connection with the review of such documentation.

(c) Following the Effective Date, 4andlord shall install a new six inch (6") water line to the Premises and stub for purpoSes of providing fire suppression to the new building(s) to be located on the Premises.

(d) Following the Effective Date, Landlord shall use diligent and prompt efforts, provided adequate funding is available, to raze the existing building on the Premises and all other improvements thereon, and remove all debris including the existing foundation and footings, and backfill and compact the site to prepare it for Tenant's new construction.

(e) Landlord agrees to make available to Tenant to rent, at Tenant's sole election, each Year throughout the Term, up to four (4) City of Beverly-owned boat slips located in the Glover Wharf recreational marina at the same rent charged to the general public at the time of any rental or renewal. This agreement is subject, at all times, to the availability of such boat slips.

IX. INSURANCE AND INDEMNITY

(a) At all times during the Term of this Lease, Tenant shall maintain, at Tenant's sole expense, such insurance policies and in such amounts as may be reasonably required by Landlord from time to time and which are customary for similarly situated properties. Tenant shall cause all of Tenant's general contractors to maintain all such required insurance policies, to the extent applicable to Tenant's Work, as such term is defined herein, during the construction of Tenant's Work.

(b) All insurance policies required to be carried by Tenant and/or its general contractor(s) hereunder shall: (i) insure Tenant and Landlord as an additional named insured; (ii) contain a provision that they cannot be cancelled or amended, insofar as they relate to any building or structure at any time located on the Premises, without at least thirty (30) days' prior written notice to Landlord; and (iii) contain provisions under which the insurer agrees to save, defend, indemnify and hold harmless Landlord from and against all costs, expenses, and/or liability arising out of, resulting from, or based upon any and all claims, accidents, injuries, and/or damages incurred by Landlord excluding those caused by the gross negligence or willful misconduct of the Landlord or third parties using the Premises to access the Wharf or Ferry Landing Way. Further, in no event

shall Tenant have any responsibility to Landlord or any other party for the remediation of any environmental conditions and compliance with Environmental Laws, including remediation of Hazardous Materials, existing in or about the Premises prior to the Effective Date ("Existing Environmental Conditions"). On or before the Effective Date, and at least thirty (30) days before any such policy shall expire, Tenant (and/or Tenant's contractor(s), as the case may be) shall deliver certificates of such insurance coverage to Landlord.

(c) Tenant agrees to indemnify, save, defend, and hold harmless Landlord, including Landlord's officers, employees, and/or agents, from and against any and all claims and demands of any third parties (including, but not limited to, those for death, for personal injuries, or for loss of, or damage to, property) occurring in or arising, directly or indirectly, out of or in connection with Tenant's use and occupancy of the Premises and/or any building(s) thereon, any business conducted therein or thereon, or (without limiting the foregoing) as a result of any acts, omissions, or negligence of Tenant or any of Tenant's licensees, invitees, agents, servants, employees, subtenants, or other persons in or about the Premises or any building(s) thereon excluding those caused by the gross negligence or willful misconduct of the Landlord or third parties using the Premises to access the Wharf or Ferry Landing Way. Further, in no event shall Tenant have any responsibility to Landlord for the remediation of any Existing Environmental Conditions. This indemnity shall include indemnity against all costs, expenses, and liabilities (including court costs and reasonable attorneys' fees) incurred in connection with any such claim or proceeding brought thereon and the defense thereof.

(d) To the extent permitted by law, and except to the extent otherwise provided herein or arising from the gross negligence or willful misconduct of Landlord or its agents, employees, contractors, or licensees or from the Existing Environmental Conditions, Landlord shall not be liable to Tenant, its employees, agents, business invitees, licensees, customers, clients, or guests for any damage, injury, loss, compensation, or claim, including, but not limited to, claims for the interruption of or loss to Tenant's business, based on, arising out of, or resulting from, any cause including, but not limited to: (a) repairs to any portion of the Premises; (b) interruption in Tenant's use of the Premises; (c) any accident or damage resulting from the use or operation (by Tenant or any other person or persons) of any equipment within the Premises, including without limitation, heating, cooling, electrical, or plumbing equipment or apparatus; (d) the termination of this Lease by reason of the condemnation or destruction of the Premises in accordance with the provisions of this Lease; (e) any fire, robbery, theft, or other casualty; (f) the actions of any other person or persons; and (g) any leakage or seepage in or from any part or portion of the Premises, whether from water, rain, or other precipitation that may leak into, or flow from, any part of the Premises, or from drains, pipes, or plumbing fixtures on the Premises.

X. ALTERATIONS AND IMPROVEMENTS

(a) Tenant's Work

Subject to the work required of Landlord in this Lease ("Landlord's Work"), Tenant accepts the Premises in its "as is" condition as of the Effective Date. Subject to Landlord's Work, Tenant acknowledges that Tenant shall be responsible, at its sole cost and expense, for making any and all alterations and improvements necessary to make the Premises suitable for the Permitted Use, and for constructing, in a good and first class workmanlike manner, the building(s) from which Tenant (and any subtenants) will conduct business in a manner consistent with the Permitted Use (the "Tenant's Work"), unless the Landlord otherwise has expressly agreed in writing to do any such work.

(b) Public Access to Premises During Construction Period

During the construction of Tenant's Work, Tenant shall be allowed to temporarily install fencing, place "no access" signs, and block driveways on land owned by the City in such areas of the Premises (which may include the entire Premises other than the Wharf), as are reasonably necessary to maintain security and safety within and around the construction site. Tenant and Landlord agree to work together in good faith to secure parking areas (which may change from time to time during the construction

period) so that the public will have continued access to, and use of, the Wharf. Notwithstanding the foregoing, any and all such fencing and signage shall be installed in such away so as to provide public access to the Wharf except as may be needed from time to time to ensure the safety of the public.

XI. MAINTENANCE AND MANAGEMENT OBLIGATIONS

(a) Tenant Obligations.

Tenant agrees throughout the Term of this Lease, at Tenant's sole cost and expense, to maintain, or cause to be maintained, the Premises and any and all buildings and/or structures located thereon (it being understood and agreed that Tenant shall have no responsibility to maintain the adjacent Ferry Way Landing parcel identified in the RF'P (the "Ferry Way Parcel") or the Wharf), and each and every part thereof, in good order and condition in all respects, subject to reasonable wear and tear, free of accumulation of rubbish, snow, and ice, and to make all necessary repairs, interior and exterior, structural and nonstructural, ordinary as well as extraordinary, foreseen as well as unforeseen, in order to maintain such areas as required hereby and in compliance with all Applicable Laws. When used in this Section XI, the term "repair" shall include replacements as and when necessary, and all such repairs shall be at least equal in quality and class to the original work. Tenant's maintenance obligations under this Section Xl(a) shall also include lighting, cleaning, and landscaping the Premises, and snow removal and refuse removal from the Premises. Any and all repairs and maintenance by Tenant shall be in a good and first-class workmanlike manner.

NIL ASSIGNMENT; SUBLEASING

(a) Subject to the provisions of this Section XII, Tenant shall have the right to assign this Lease or to sublease the Premises or any part thereof, or any building and/or structure constructed by Tenant or portion thereof, either absolutely or as security subject to Landlord's approval, which approval by Landlord shall not be unreasonably withheld, conditioned, or delayed, provided, however, that all the provisions of this Section XII and all Applicable Laws are complied with in full. Tenant must submit any such request to so assign or sublease to Landlord in writing, if such consent is required, and Landlord shall respond in writing to such Tenant request within thirty (30) days of receipt of same. Any written consent by Landlord shall be held to apply only to the specific transaction thereby authorized. Such written consent shall not be construed as a waiver of the obligation of Tenant to obtain from Landlord written consent to any other or subsequent assignment or sublease. The collection of Rent by Landlord from any assignee, subtenant, or other occupant shall not be deemed an acceptance of the assignee, subtenant, or occupant as tenant, or a release of Tenant from its obligations under this Lease. This right to assign and/or sublease the Premises contained herein is, and shall at all times be, subject to and conditioned upon Tenant's full compliance with all applicable laws, rules, and/or regulations, and compliance with the Project Agreement and any amendment thereto.

(b) Notwithstanding the provisions of Section KII(a), above, any proposed assignee or sublessee submitted to Landlord for approval (other than a sublessee of the area required for compliance with the Project Agreement) must have financial strength and/or financial health comparable to, or greater than, that of Tenant at the time Tenant was selected as the successful proposer in response to the RFP, and must qualify to obtain a liquor license at the Premises, if applicable. If Tenant requests permission to assign this Lease or sublet the Premises or any part thereof, Tenant shall, together with such request for consent thereto, inform Landlord of the rent arrangement and any other amounts to be paid by such assignee or subtenant in connection with such assignment or subletting regardless of the nomenclature such payment may take, the term of any subletting, and any financial information reasonably required or requested by Landlord to make the determination set forth in the first sentence of this Section Xil(b).

(c) Any written consent by Landlord to an assignment or subletting shall be deemed conditioned upon and subject to Tenant's continued compliance with the following provisions, and the failure to so comply shall be deemed to give Landlord reasonable cause for withholding or withdrawing its consent:

(1) The assignment or subletting must be, respectively, of all Tenant's leasehold interest or of the entire Premises and, in the case of an assignment, shall also transfer to the assignee all of Tenant's obligations and rights in and interests under this Lease.

(2) At the time of such assignment or subletting, this Lease must be in full force and effect without any breach or default hereunder on the part of Tenant.

(3) The assignee or sublessee shall assume, by written recordable instrument, in form and content satisfactory to Landlord, the due performance of all Tenant's obligations under this Lease, including any accrued obligations at the time of the assignment or subletting.

(4) A copy of the assignment or sublease and the original assumption agreement (both in form and content satisfactory to Landlord) fully executed and acknowledged by the assignee or sublessee, together with a certified copy of a properly executed corporate resolution authorizing such assumption agreement, shall be received by Landlord within ten (10) days from the effective date of such assignment or subletting.

(5) Such assignment or subletting shall be conditioned upon and subject to all of the provisions, terms, covenants, and conditions of this Lease including, without limitation, the use permitted hereby, and Tenant (and any assignee(s), subtenant(s), and guarantor(s) of this Lease) shall continue to be and remain primarily and unconditionally liable hereunder. In no event shall the Premises be used for any activity that is not in compliance with Beverly Zoning Ordinances and/or for any purpose that is not consistent with the purpose and objective of the zoning specifications in the Beverly Harbor District.

(6) Tenant shall reimburse Landlord for Landlord's reasonable attorneys' fees incurred in connection with the examination of, and/or preparation of, any documents in connection with such assignment or subletting.

(7) One hundred percent (100%) of any rent, sum, or other consideration to be paid or given in connection with such sublease or assignment, either initially or over time, in excess of the Annual Base Rent and/or Additional Rent and/or other charges to be paid under this Lease shall be paid directly to Landlord as if such amount were originally called for by the terms of this Lease as Additional Rent, and Tenant shall be liable to Landlord for all such amounts upon receipt of same from such assignee or sublessee by Tenant.

(d) Tenant has the authority to execute this Lease as reflected in the Manager's Certificate attached hereto as Exhibit C. If there shall occur any change in the majority ownership of, and/or power to vote the majority of the outstanding capital stock or membership interest or ownership interest in or of, Tenant, whether such change of ownership is by sale, assignment, bequest, inheritance, operation of law, or otherwise, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned, or delayed, then Landlord shall have the option to terminate this lease upon thirty (30) days' written notice to Tenant.

(e) Provided Tenant shall not be in default hereunder beyond any notice and cure period, Tenant may grant a leasehold mortgage on this Lease to an institutional lender providing financing for use at the Premises with the written consent of the Landlord, which consent shall not be unreasonably withheld, conditioned, or delayed, and provided that any such grant shall be subordinate in all respects to this Lease and the Landlord's interest in the Premises. Any leasehold mortgage shall be subject to the terms of this Lease, and any leasehold mortgagee shall not acquire any rights greater than that of the Tenant. Tenant shall provide Landlord written notice of such request to grant a leasehold mortgage and Landlord shall provide a written response to such a request within fourteen (14) days of receipt thereof and provide such mortgagee with a reasonable form of non-disturbance agreement.

(f) Notwithstanding any other provision of this Section XII to the contrary, Tenant shall not be required to obtain Landlord's consent for (a) any assignment or subletting to a

Related Affiliate, or (b) any assignment to a Tenant Restaurant Buyer, in each case so long as (i) such transfer was made for a legitimate business purpose and not for the purpose of transferring this Lease, (ii) no event of default is then continuing, (iii) the assignee agrees to assume all of the obligations of Tenant hereunder and to otherwise be bound by the terms of this Lease, (iv) Tenant shall remain liable for all Tenant obligations hereunder, (v) Tenant shall provide Landlord with at least thirty (30) days' prior written notice of such assignment or subletting and any evidence of compliance with the terms of this Lease with respect to same as may be reasonably requested by Landlord, and (vi) in connection with an assignment to a Tenant Restaurant Buyer, at least thirty (30) days' prior to the intended assignment, Tenant shall furnish Landlord with such information regarding the Tenant Restaurant Buyer as Landlord may reasonably require, including, without limitation, information regarding the good reputation, financial health, and business experience relating to the Permitted Uses, and Landlord determines in Landlord's sole but reasonable judgment that (x) such Tenant Restaurant Buyer, at the time of such assignment, is of good reputation, creditworthiness, and Tangible Net Worth (as hereinafter defined) at least equal to the greater of Tenant as of the date of this Lease or Tenant as of the date of the assignment, (y) such Tenant Restaurant Buyer has the business experience and good reputation necessary to (and will) conduct the business permitted hereunder in a manner consistent with the high quality of merchandising and marketing of Tenant herein named with consideration given to the criteria and purpose of the RFP, and (z) the transaction satisfies the requirements to qualify as a Tenant Restaurant Sale. A "Related Affiliate" shall mean a business entity that controls, is controlled by, or is under common control with, the Tenant A "Tenant Restaurant Buyer" is the assignee of this Lease in a Tenant Restaurant Sale. A "Tenant Restaurant Sale" shall mean the sale of all or substantially all of Tenant's assets (including its leasehold interest in this Lease) or member interests pursuant to a bona fide offer from a third party purchaser. As used herein, "control" shall mean ownership of fifty percent (50%) or more of the assets of Tenant As used herein, "Tangible Net Worth" shall mean total assets minus intangible assets (including goodwill, patents, trademarks, and copyrights) and total liabilities, all as calculated in accordance with generally accepted accounting principles consistently applied.

XIII. LANDLORD'S ACCESS

Landlord shall have the right at all reasonable times during non-business hours and with reasonable prior notice to Tenant during the Term of this Lease to enter upon the Premises for the purpose of inspecting the same and exercising its rights under this Lease, and during the twelve (12) month period prior to the expiration of the Term, Tenant will permit Landlord to enter upon the Premises at all reasonable times for the purpose of showing the same to prospective new tenants.

XIV. FIRE OR OTHER CASUALTY

(a) Damage.

In the event that during the Term any building and/or structure on the Premises shall be damaged or destroyed by fire or other casualty, the risk of which is covered by insurance payable to Tenant, this Lease shall remain in full force and effect so long as the net insurance proceeds payable to Tenant for such damage is sufficient in Tenant's reasonable determination to restore any building and/or structure to substantially the same condition as prior to the fire or other casualty. The Tenant shall promptly, after the determination and receipt of the net amount of insurance proceeds available to Tenant, expend so much as may be necessary of such net amount of insurance to restore the building and/or structure to substantially the same condition, but Tenant shall not be responsible for any delay which may result from any cause beyond the reasonable control of Tenant Should the net amount of insurance proceeds available to Tenant be insufficient to cover the cost of restoring any building and/or structure on the Premises, Tenant may, but shall have no obligation to, supply the amount of such insufficiency and restore the building and/or structure with all reasonable diligence, or Tenant may terminate this Lease by giving written notice to Landlord within thirty (30) days of Tenant determining the estimated net amount of insurance proceeds available to Tenant and the estimated cost of such restoration. In case of damage or destruction, as a result of a risk that is not covered by insurance available to Tenant, Tenant shall be entitled to rebuild the building and/or structure, all as aforesaid, unless Tenant, within ninety

(90) days after the occurrence of such event, gives written notice to Landlord of Tenant's election to terminate this Lease.

In the event that the Tenant decides not to repair or replace the portion of the Premises, building, and/or structure so damaged, Tenant may terminate this Lease by giving written notice to Landlord (the "Casualty Termination Notice"). After delivery of the Casualty Termination Notice to Landlord, (i) Tenant will vacate the Premises within thirty (30) days of giving such notice; and (ii) assign to Landlord all of its right, title, and interest in and to any and all insurance proceeds related to such casualty within thirty (30) days of giving such notice.

In the event Tenant elects to rebuild and restore the Premises a just and equitable abatement of Base Rent shall apply until such restoration is complete, provided that Tenant uses prompt and diligent efforts to complete such restoration work, and provided further that Tenant continues to pay all Tenant Expenses set forth in Section V hereof and all other costs and expenses which Tenant is obligated to pay hereunder.

XV. CONDEMNATION

(a) Entire Taking.

If the Premises and/or the whole of any building or structure constructed thereon shall be acquired or condemned under eminent domain proceedings, then the Term of this Lease shall cease and terminate when the Premises and/or any building and/or structure on the Premises is taken. All payment obligations of Tenant hereunder shall cease on said termination date.

(b) Partial Taking.

If, upon the taking of a portion of the Premises, and/or any building or structure located thereon, the total interior floor area remaining in any such building or structure or the Premises shall be reduced to less than ninety-five percent (95%) of such areas at the commencement of the Term hereof, then at the election of Tenant, this Lease may be terminated as of the date when Tenant is required to vacate the portion of the building or structure, or the Premises is so taken. In the event Tenant determines to remain in operation, all Base Rent due hereunder shall be equitably reduced, and Tenant shall, within six (6) months after said condemnation, rebuild the building and/or structure on the space available on the Premises, unless Tenant shall be delayed through causes beyond Tenant's control, including delay in receiving taking or insurance proceeds for the same; in which case Tenant shall rebuild the building and/or structure in as diligent a manner as possible.

(c) Taking Award.

In any event, Tenant shall have no claim against Landlord by reason of such taking or termination except as set forth below. To the extent permitted by law, Landlord and Tenant shall jointly prosecute and settle the proceedings for the determination and payment of the award payable on account of any such taking, and the cost of such proceedings shall be first charged against the award received. Except as otherwise expressly provided herein, the net award shall be divided between Landlord and Tenant as follows: first, Landlord shall be entitled to so much of the net award as is fairly allocable to the then fair market value of the land taken; and second, Landlord and Tenant shall share so much of the net award as is fairly allocable to the buildings and other improvements taken and Tenant's property on the basis of (i) the ratio of the number of months expired in the Lease Term divided by the number of months of the Lease Term shall represent the ratio belonging to the Landlord, and (ii) the ratio of (a) a number equal to the total Lease Term months minus the number of months expired in the Lease Term divided by (b) the total lease term months shall represent the ratio belonging to Tenant; and then, third, the balance, if any, shall be allocable to Tenant. Tenant's right and the right of subtenants of Tenant to receive compensation or damages for its or their trade fixtures or personal property or for moving expenses shall not be affected in any manner by any provision in this Section so long as the award for the taking referred to in Section XV(a) and (b) is not affected or reduced. In determining

fair market value, the parties acknowledge that the Base Rent may not be reflective of the fair market rent for the Premises.

In the event Tenant elects to rebuild and restore the Premises, a just and equitable abatement of Base Rent shall apply until such restoration is complete, provided that Tenant uses prompt and diligent efforts to complete such restoration work, and provided further that Tenant continues to pay all Tenant Expenses set forth in Section V hereof and all other costs and expenses which Tenant is obligated to pay hereunder.

XVI. DEFAULT

(a) Any of the following shall constitute a default by Tenant under this Lease:

(i) Tenant shall fail to make payment of any installment of Rent or any other sum herein specified and such default shall continue for five (5) business days after written notice thereof; or

Tenant shall fail to observe or perform any other of Tenant's covenants, agreements, or obligations hereunder and such failure of performance shall not be corrected within thirty (30) days after written notice thereof; provided that if the nature of such failure is such that the same cannot reasonably be cured within a thirty (30) day period, Tenant shall not be deemed to be in default if it diligently commences such cure within such period and thereafter diligently proceeds to rectify and cure such failure, but in no event exceeding a period of time in excess of one hundred and eighty (180) days after written notice thereof from Landlord, or

(iii) Tenant shall be declared bankrupt or insolvent according to law and has not been discharged from same within sixty (60) days of said declaration, or if any assignment shall be made of Tenant's property for the benefit of creditors, or

(iv) Any person shall levy upon, of take this leasehold interest or any part thereof upon execution, attachment, or other process of law, or

(v) A receiver, trustee, or assignee shall be appointed for the whole or any part of Tenant's property, or

(vi) If Tenant shall default in the payment of any sum of money due hereunder or of any other obligation under this Lease even if the same were cured within any applicable grace period and if there shall have been three (3) or more of any such cured defaults during any twelve (12) consecutive monthly period, or

(vii) If, after Tenant has initially opened any structure and/or building to operate for the Permitted Use, Tenant fails or ceases to do so for a period of thirty (30) consecutive days or more than forty-five (45) days in any twelve (12) month period, except for such reasonable periods of time as Tenant is closed for remodeling following prior written notice to the Landlord, or

Tenant fails to file complete applications for all Required Permits and Approvals and/or fails to comply with the terms of any license, permit, or approval, the Project Agreement, as amended, and/or the Tenant Contingencies, Or Tenant's failure and/or inability to comply with the deadlines set forth in Section VII and elsewhere in this Lease.

(b) In case of default, as described in Section XVI(a) above, Landlord shall have the right to the following remedies which are intended to be cumulative and in addition to any other remedies provided hereunder or under applicable law:

(i) Terminate this Lease without relieving Tenant from its obligation to pay damages.

Retake possession of the Premises by summary proceedings or otherwise, in which case Tenant's liability to Landlord for damages shall survive the tenancy.

Landlord may, after such retaking of possession, relet the Premises upon any reasonable terms. At Landlord's election, such reletting may be construed as an acceptance of a surrender of Tenant's leasehold interest

(iii) Recover damages caused by Tenant's default less any rent and other amounts collected by Landlord in mitigation of the damages caused by Tenant's default hereunder; and any and all other remedies available to Landlord including declaring the entire Rent reserved under this Lease to be due and payable

(iv) Make any payment or perform any obligation required of Tenant so as to cure Tenant's default, in which case Landlord will be entitled to recover all amounts so expended on Tenant's behalf from Tenant plus an administrative fee equal to fifteen percent (15%) of such amount(s). Notwithstanding anything contained herein to the contrary, Landlord shall use reasonable efforts to mitigate its damages.

(v) Recover reasonable attorneys' fees and/or costs incurred in the event of default.

(c) In the event of any alleged default in the obligations of Landlord under this Lease, Tenant will deliver to Landlord written notice and Landlord will have sixty (60) days following receipt of such notice to cure such alleged default, provided, however, that if the nature of such failure is such that the same cannot reasonably be cured within a sixty (60) day period, Landlord shall not be deemed to be in default if it diligently commences such cure within such period and thereafter diligently proceeds to rectify and cure such failure, but in any event not exceeding a period of time in excess of one hundred and eighty (180) days after written notice thereof from Tenant.

(d) Notwithstanding anything in this Section XVI to the contrary, if Tenant fails at any time to perform any obligation under any license, permit, approval, and/or the Project Agreement, Landlord shall have the right to seek enforcement of same.

XVIL NOTICE

All notices sent or required to be sent hereunder shall be in writing and sent by express mail or registered or certified mail, return receipt requested, postage prepaid, or by nationally-recognized overnight courier service, express charges prepaid; if sent to Landlord, the same shall be addressed to the City of Beverly Mayor's Office, located at 191 Cabot Street, Beverly, Massachusetts 01915, with a copy, similarly sent, to Office of the City Solicitor, City of Beverly, located at 191 Cabot Street, Beverly, MA 01915, or to such other person(s) or address(es) as Landlord may hereafter designate by written notice to Tenant; if sent to Tenant, the same shall be addressed to 50 Liberty Drive Unit 5D, Boston, MA 02210, with a copy to Martin C. Pomeroy, Esquire, Bemkopf Goodman LLP, 2 Seaport Lane, Ninth Floor, Boston, MA 02210. If Tenant has given written notice to Landlord of the name and address of any mortgagee of its leasehold interest in the demised Premises, a duplicate copy of every notice to Tenant shall be given to said mortgagee at said address, and such mortgagee shall have the same rights as Tenant to correct any failure of Tenant. If Landlord has given notice to Tenant of the name and address of any mortgagee of the fee of the Premises, a duplicate copy of every notice to Landlord shall be given to said mortgagee at said address and such mortgagee shall have the same rights as Landlord to correct any failure of Landlord.

XVIII. NOTICE OF LEASE Tenant agrees to record a Notice of Lease at the Essex South Registry of Deeds in accordance with all applicable rules and law. Tenant shall pay the cost of such recording.

NIX. ENVIRONMENTAL

19.1 In furtherance of Tenant's agreement to comply with all Applicable Laws and regulations, and not in limitation thereof, Tenant hereby agrees not to dump, flush, or in any way introduce any hazardous substances, hazardous material, oil, or any other toxic substances into the septic, sewage, or other waste disposal systems now or hereafter serving the Premises or Parcel, not to generate hazardous substances, hazardous material, oil, or any other toxic substances in or on the Premises, or dispose of hazardous substances, hazardous material, oil, or any other toxic substances from the Premises to any other location, except in compliance with the Resource Conservation

and Recovery Act of 1976, as amended, 42 U.S.C. §6901 et seq., the Massachusetts Hazardous Waste Management Act, as amended, M.G.L. c. 21C, and regulations 'adopted pursuant thereto, and successors to such acts and regulations, as may be enacted from time to time, and all other applicable laws, by-laws, and regulations; not to store hazardous substances, hazardous material, oil, or any other toxic substances on the Premises, except for materials commonly found in the cleaning or operation of any business which qualifies as a Permitted Use so long as the same is stored and used in compliance with all Applicable Laws. Notwithstanding the provisions hereof, Tenant has no obligation whatsoever with respect to Existing Environmental Conditions. If, as a result of any Existing Environmental Conditions, Tenant suffers any delays in obtaining any Tenant Required Permits and Approvals or is delayed in commencing Tenant's Work, then the Rent Commencement Date shall be extended on a day for day basis for any delay caused by such pre-existing conditions and any right of Landlord to terminate this Lease shall likewise be tolled on a day for day basis.

19.2 In the event that Tenant receives written notice from a state or federal agency or a written report from a duly licensed Massachusetts Licensed Site Professional ("LSP") that there exists Existing Environmental Conditions on the Premises that require response actions under the Massachusetts Contingency Plan, 310 C.M.R. 40.000 (the "MCP") and/or M.G.L. c. 21E, then Tenant shall give Landlord immediate notice of such in writing and request that Landlord take appropriate response actions, as such term is defmed in the MCP, if needed. In the event Landlord does not act diligently to comply with the deadlines and fulfill the requirements established by the MCP, then Tenant may elect to either (i) terminate this Lease upon written notice to Landlord, or (ii) take necessary response actions with respect to said Existing Environmental Conditions at its own cost and expense by providing written notice of same to Landlord before commencing any such actions, together with an estimate of, and reasonable supporting evidence for, the cost of such remediation work from a qualified third party retained by Tenant to complete such remediation work (the "Tenant Response Action Notice"). Upon receipt of a Tenant Response Action Notice, Landlord shall have a period not to exceed forty-five (45) days from receipt thereof to elect to either (i) complete the response actions itself, (ii) terminate this Lease (provided either the construction of the Restaurant and related work has either not yet commenced, or Landlord has agreed to reimburse Tenant for all documented hard and soft costs reasonably incurred by Tenant related to the construction of the Restaurant and related work through the date of termination of this Lease), or (i_ii) allow Tenant to complete the response actions work as set forth in the Tenant Response Action Notice. Landlord's failure to respond to Tenant in writing within the forty-five (45) day period discussed above shall be deemed to be an election to allow Tenant to proceed with completing the response actions as set forth in the Tenant Response Action Notice at Tenant's sole cost and expense. Following Tenant's completion of the remediation work as set forth in the Tenant Response Action Notice, and upon written notice to Landlord with any other supporting documentation Landlord may reasonably require, Tenant shall be entitled to receive an abatement of Base Rent equal to the cost of such response actions, provided, however, that Tenant shall not be entitled to an abatement of Base Rent for any such response actions in an amount that is more than the lesser of (i)the actual cost of such remediation work, or (ii) the total Base Rent due to Landlord under the Lease during the Initial Term. Notwithstanding any other provision of this Lease to the contrary, Landlord shall at no time be obligated under this Lease to remediate any Existing Environmental Conditions or to incur any costs or expenses related to same other than abatement of Base Rent as set forth above. The Tenant's right to self-help under this Lease with respect to Existing Environmental Conditions shall be available only if (i) the Tenant is not able to operate the Premises as a Restaurant or secure the necessary permits and approvals to permit such operation or (ii) in the written opinion of an LSP, there is a significant risk of liability to Tenant and/or harm to persons visiting the Restaurant on the Premises or to the environment due to Existing Environmental Conditions that are the subject of the aforementioned written notice from a state or federal agency or a written report from a LSP. Further, the Tenant's self-help right applies only to remediation and testing necessary in order to mitigate the circumstances described in (i) and (ii) of this paragraph, not simply recommended additional testing and/or remediation. Recommended additional testing absent any related required remediation shall be at the sole cost and expense of the Tenant. Nothing herein shall or is intended to alter the rights and/or obligations of the parties under the MCP or M.G.L. c. 21E.

In the event that Tenant performs any testing on the Premises, it shall collect split samples and share such samples with Landlord in order to allow Landlord to perform its own testing. Further, Tenant shall notify Landlord prior to notifying the Department of Environmental Protection ("PEP") of any alleged release and, further, shall provide Landlord with copies of any filing submitted by Tenant to DEP including, but not limited to, any filings submitted in connection with any effort to obtain "Eligible Tenant" status, as such term is defined in M.G.L. c. 21E.

19.3 Environmental Laws Defined. "Environmental Laws" means, collectively, any federal, state, or local law, rule, or regulation (whether now existing or hereafter enacted or promulgated, as they may be amended from time to time) pertaining to environmental regulations, contamination, clean-up, or disclosures, and any judicial or administrative interpretation thereof, including any judicial or administrative orders or judgments, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §§ 9601 et seq. ("CERCLA"); the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq. ("RCRA"); the Clean Water Act, 33 U.S.C. §§ 1251 et seq.; the Clean Air Act, 42 U.S.C. §§ 7401 et seq.; the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et seq. ("SARA"); the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq. ("TSCA"); the Hazardous Materials Transportation Act, 49 U.S.C. Appx. §§ 1801 et seq.; the Massachusetts Hazardous Waste Management Act, M.G.L. c. 21C §§ 1 et seq.; the Massachusetts Oil and Hazardous Material Release Prevention and Response Act, M.G.L. c. 21E §§ 1 et seq.; the Massachusetts Toxic Use Reduction Act, M.G.L. c. 211 §§ 1 et seq.; the Underground Storage Tank Petroleum Product Cleanup Fund, M.G.L. c. 21J §§ 1 et seq.; or any other applicable federal or state statute or city or county ordinance regulating the generation, storage, containment, or disposal of any Hazardous Materials (as such term is defined in Section 19.5) or providing for the protection, preservation, or enhancement of the natural environment, any rules or regulations promulgated pursuant to any of the foregoing statutes or ordinances, including, but not limited to, laws relating to groundwater and surface water pollution, air pollution, transportation, storage and disposal of oil and hazardous wastes, substances, and materials, storm water drainage, and underground and above ground storage tanks; and any amendments, modifications, or supplements of any such statutes, ordinances, rules, and regulations.

19.4 Tenant's Environmental Representations, Warranties, and Covenants. Tenant hereby represents, warrants, and covenants as follows:

(a) Except as may be permitted by and only in accordance with Environmental Laws, Tenant shall not allow any Hazardous Materials (a-s such term is defined in Section 19.5) not already present at the Premises to exist or be stored, located, discharged, possessed, managed, processed, or otherwise used or handled on the Premises, and shall strictly comply with all Environmental Laws affecting the Premises. Without limiting the generality of the foregoing, Tenant is not, and will not become, involved in operations at the Premises involving Hazardous Materials, except as expressly permitted by applicable Environmental Laws.

(b) No activity shall be undertaken, or permitted to be undertaken, on the Premises by Tenant which would cause (i) the Premises to be considered a hazardous waste treatment, storage, or disposal facility as defined under any Environmental Laws; (ii) a release or threatened release of Hazardous Materials into any watercourse, surface, or subsurface water or wetlands, or the discharge into the atmosphere of any Hazardous Materials in each case requiring a permit under any Environmental Laws and for which no such permit has been issued.

(c) Tenant shall, with all due diligence, at its own cost and expense and in accordance with all Environmental Laws (and in all events in a manner reasonably satisfactory to the Landlord), take all actions (to the extent and at the time or from time to time) as shall be necessary or appropriate for the remediation of all releases of Hazardous Materials at or from the Premises including all removal, containment, and remedial actions during the Term except any Existing Environmental Conditions. Tenant shall only be responsible for any such materials introduced by Tenant from and after the

Effective Date. Tenant shall pay or cause to be paid, at no expense to the Landlord, all clean-up, administrative, and enforcement costs of applicable government agencies or the parties protected by such Environmental Laws which may be asserted against the Premises on account of any such materials introduced by Tenant from and after the Effective Date and specifically excluding Existing Environmental Conditions.

(d) Tenant, upon execution of this Lease, shall furnish the Landlord with a copy of any Material Safety Data Sheets, and any updates thereto, or any list of substances listed on the so-called Massachusetts Substance List, established pursuant to M.G.L. c. 111F, which Tenant is required to prepare, file, or maintain pursuant to said chapter for any substances used or stored on the Premises. If said Material Safety Data Sheets or lists should be changed or updated during the Term of this Lease, Tenant shall promptly furnish a copy of such updated or changed Material Safety Data Sheets or list to the Landlord.

19.4 Landlord's Environmental Representations, Warranties, and Covenants: Landlord hereby represents, warrants, and covenants as of the Effective Date as follows:

(a) Landlord, to the best of its knowledge, and to the extent not otherwise disclosed to Tenant in writing (i) has not received any notice of any private or governmental lien or judicial or administrative notice, order, or action relating to Hazardous Materials or environmental liabilities or violations with respect to the Premises, nor (ii) is Landlord either in direct or indirect violation of any Environmental Laws.

(b) No activity shall be undertaken on the Premises by Landlord which would cause (i) the Premises to be considered a hazardous waste treatment, storage, or disposal facility as defined under any Environmental Laws; (ii) a release or threatened release of any Hazardous Materials into any watercourse, surface, or subsurface water or wetlands, or the discharge into the atmosphere of any Hazardous Materials in each case requiring a permit under any Environmental Laws and for which no such permit has been issued.

19.5 Hazardous Materials Defined. For purposes of this Lease, the term "Hazardous Materials" shall mean, but shall not be limited to, any oil, petroleum product, and any hazardous or toxic waste or substance, any substance which because of its quantitative concentration, chemical, radioactive, flammable, explosive, infectious, or other characteristics, constitutes or may reasonably be expected to constitute or contribute to a danger or hazard to public health, safety, or welfare, or to the environment, including, without limitation, any asbestos (whether or not friable) and any asbestos-containing materials, lead paint, waste oils, solvents and chlorinated oils, polychlorinated biphenyls (PCBs), toxic metals, explosives, reactive metals and compounds, pesticides, herbicides, radon gas, urea formaldehyde foam insulation, and chemical, biological, and radioactive wastes, or any other similar materials which are included under or regulated by any Environmental Law.

19.6 Notices.

(a) Tenant shall provide Landlord with complete copies of any and all notices of any releases of Hazardous Materials which are given by or on behalf of Tenant to any federal, state, or local agencies or authorities with respect to the Premises. Such copies shall be sent to Landlord concurrently with mailing or delivery to the governmental agencies or authorities. Tenant also shall provide Landlord with copies of any notices of responsibility or any other notices received by or on behalf of Tenant from any such agencies or authorities concerning any non-compliance with Environmental Laws on or about the Premises, including, but not limited to, notices regarding Hazardous Materials or substances located on or about the Premises. In addition, in connection with any litigation or threat of litigation affecting the Premises, Tenant shall deliver to Landlord any documentation or records as Landlord may reasonably request and which are in Tenant's possession and may be lawfully delivered to Landlord, and Landlord shall deliver to Tenant any documentation or records as Tenant may reasonably request and which are in Landlord's possession and may be lawfully delivered

to Tenant.

(b) Landlord shall provide Tenant with complete copies of any and all notices of any releases of Hazardous Materials which are given by or on behalf of Landlord to any federal, state, or local agencies or authorities with respect to the Premises. Such copies shall be sent to Tenant concurrently with mailing or delivery to the governmental agencies or authorities. Landlord also shall provide Tenant with copies of any notices of responsibility or any other notices received by or on behalf of Landlord from any such agencies or authorities concerning any non-compliance with Environmental Laws on or about the Premises, including, but not limited to, notices regarding Hazardous Materials or substances located on or about the Premises.

(c) Tenant or Landlord shall immediately notify the other party in writing should Tenant or Landlord become aware of (i) any release or threatened release of Hazardous Materials or the occurrence of any other environmental problem or liability with respect to the Premises or any real property adjoining or in the vicinity of the Premises or such other property which could subject Landlord, Tenant, or the Premises to a claim under any Environmental Laws or to any restriction in ownership, occupancy, transferability, or use of the Premises under any Environmental Laws; (ii) any lien filed, action taken, or notice given of the nature described in Sections 19.3(b) or 19.4(b), above; (iii) any notice given to Tenant from any occupant of the Premises or any notice from any governmental authority with respect to any release or threatened release of Hazardous Materials; or (iv) the commencement of any litigation or any information relating to any threat of litigation relating to any alleged unauthorized release of any Hazardous Materials or other environmental contamination, liability, or problem with respect to, or arising out of, or in connection with, the Premises.

19.7 Environmental Indemnity. Tenant hereby presently, unconditionally, irrevocably, and absolutely agrees to pay, indemnify, defend with counsel acceptable to Landlord, and save harmless Landlord for, from, and against any and all claims and expenses (including, without limitation, reasonable attorneys' and experts' fees and expenses, clean-up costs, waste disposal costs, and those costs, expenses, penalties, and fines 'within the meaning of CERCLA), of any kind or nature whatsoever which may at any time be imposed upon, incurred by, or asserted or awarded against Landlord and arising from any violation or alleged violation of any Environmental Laws, environmental problem, or other environmental matter described herein, relating to the Premises, or as a consequence of any of Tenant's or Landlord's interest in, or operation of, the Premises, including, without limitation, matters arising out of any breach of Tenant's covenants, representations, and warranties other than on account of Existing Environmental Conditions. Tenant does further agree and covenant that except as otherwise set forth in this Lease, Landlord shall not assume any liability or obligation for any loss, damage, fines, penalties, claims, or duties to clean up or dispose of any Hazardous Materials, or other wastes or materials, on or relating to the Premises regardless of any inspections or other actions made or taken by Landlord on such Premises or as a result of any re-entry by Landlord onto the Premises or otherwise. All warranties, representations, and obligations set forth herein shall be deemed to be continuing and shall survive termination of this Lease. In addition, the covenants and indemnities of Tenant contained herein shall survive any exercise of any remedy by Landlord under this Lease. Tenant agrees that the indemnification granted herein may be enforced by Landlord or any of Landlord's affiliates; provided, however, that nothing contained herein shall prevent Landlord from exercising any other rights under the Lease.

XX. ADDITIONAL PROVISIONS

(a) No Waiver. No release, discharge, or waiver of any provision hereof shall be enforceable against or binding upon either party hereto unless in writing and executed by both parties. The waiver by either party of any agreement, condition, or provision contained in this Lease will not be deemed to be a waiver of any subsequent breach of the same or any other agreement, condition, or provision contained in this Lease, nor will any custom or practice that may develop between the parties in the administration

of the terms of this Lease be construed to waive or lessen the right of either party to insist upon the performance by the other party in strict accordance with the terms of this Lease. The subsequent acceptance of any Rent by Landlord will not be deemed to be a waiver of any preceding breach by Tenant of any agreement, condition, or provision of this Lease.

(b) Attorney's Fees; Disputes. To the extent permitted by applicable law, the prevailing party in any dispute between Tenant and Landlord arising out of or in any way relating to this Lease shall be entitled to be reimbursed for reasonable attorney's fees and costs.

(c) Subordination and Estoppel Certificates. This Lease is and shall at all times be subject and subordinate to any and all matters of record that may now or hereafter affect the Premises. This provision shall be self-operative and no further instrument of subordination shall be necessary. However, in confirmation of this subordination, Tenant shall execute promptly any certificate or subordination that Landlord or its lender(s) may reasonably request. At any time and from time to time but within ten (10) days after written request by either party, the other party will execute, acknowledge, and deliver to the requesting party a certificate certifying (i) that this Lease is unmodified and in full force and effect or, if there have been modifications, that this Lease is in full force and effect, as modified, and stating the date and nature of each modification; (ii) the date, if any, to which Rent and other sums payable under this Lease have been paid; (iii) that no notice has been received by either party of any default which has not been cured, except as to defaults specified in the certificate; and (iv) such other matters as may be reasonably requested by the requesting party. Any such certificate may be relied upon by any prospective purchaser or existing or prospective mortgagee or beneficiary.

(d) Surrender. Tenant at the expiration or other termination of this Lease shall, as specified by Landlord, remove all of Tenant's property, furniture, trade fixtures, equipment, and other goods and effects from the Premises, and any building and/or structure thereon, (including, without hereby limiting the generality of the foregoing, all signs and lettering affixed or painted by Tenant, either inside or outside). Tenant shall deliver to Landlord any and all buildings located on the Premises, and all keys, locks, and security codes thereto, and all other fixtures connected therewith and all alterations and additions made to or upon any building and/or structure or the Premises, with the same being in good order, condition, and repair, in the same condition as existed at the time of the issuance of the original Certificate of Occupancy for any building or structure located on the Premises, except for subsequent improvements approved by the Landlord, reasonable wear and tear and damage from casualty excepted (but subject to Tenant's obligations to rebuild as set forth in this Lease), free and clear of all liens and encumbrances imposed as a result of Tenant's actions, free of all Tenant's personal property, and in broom clean condition. Upon the expiration or earlier termination of this Lease, any and all buildings or structures and all fixtures (other than Tenant's trade fixtures which are removed prior to the expiration or other termination of this Lease) connected therewith and all alterations and additions made to or upon any such buildings or struc,tures shall become the property of, and be owned by, Landlord without the requirement of any further action by Tenant. Without limiting the foregoing, Tenant agrees to execute and deliver any and all documents confirming the vesting of such ownership in Landlord. In the event of Tenant's failure to remove any of Tenant's property from any building or structure on the Premises or the Premises, Landlord is hereby authorized, without liability to Tenant for loss or damage thereto and without mitigating Tenant's obligation so to remove, and at the sole risk of Tenant, to remove and store any of Tenant's property at Tenant's sole expense, or to retain the same under Landlord's control or to sell at public or private sale, without notice, any or all of Tenant's property not so removed and to apply the net proceeds of the sale to the payment of any sum due hereunder, or to destroy such property.

(e) Holding Over. Tenant will have no right to remain in possession of all or any part of the Premises or any building and/or structure located thereon after the expiration of the Term hereof. If Tenant remains in possession of all or any part of the Premises or building or structure located thereon after the expiration of the Term hereof with the express or implied consent of Landlord: (i) such tenancy will be deemed to be a periodic tenancy from month-to-month only; (ii) such tenancy will not constitute a renewal or extension of this Lease for any further term; and (iii) such tenancy may be terminated

(f)

(g)

by Landlord upon the earlier of thirty (30) days' prior written notice or the earliest date peum.'tted by applicable law. In such event, monthly Base Rent will be increased to an amount equal to three hundred percent (300%) of the monthly Base Rent payable during the last month of the Term, and any other sums due under this Lease will be payable in the amount and at the times specified in this Lease. Such month-to-month tenancy will be subject to every other term, condition, and covenant contained in this Lease.

Quiet Enjoyment. Landlord agrees that upon Tenant's paying the Rent and performing and observing the agreements, conditions, and other provisions on its part to be performed and observed, Tenant shall and may peaceably and quietly have, hold, and enjoy the Premises during the Term of this Lease without any manner of hindrance or molestation from Landlord or anyone lawfully claiming under Landlord, subject, however, to the terms of this Lease and any instruments or other matters having a prior lien.

Severability. If any provision of this Lease proves to be illegal, invalid, or unenforceable, the remainder of this Lease will not be affected by such finding, and in lieu of each provision of this Lease that is illegal, invalid, or unenforceable, a provision will be added as apart of this Lease as similar in terms and intent to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable.

Written Amendment Required. No amendment, alteration, modification of, or addition to, this Lease will be valid or binding unless expressed in writing and signed by Landlord and Tenant

Entire Agreement. This Lease, the exhibits, and schedules attached hereto; if any, contain the entire agreement between Landlord and Tenant and may be amended only by subsequent written agreement executed by both Landlord and Tenant.

Time and Delays in Performance. Time is of the essence in every particular of this Lease, including, without limitation, obligations for the payment of money or the performance of obligations. In any case where either party hereto is required to do any act (other than make a payment of money) and experiences delays caused by or resulting from Act of God, war, terrorism, civil commotion, fire or other casualty, documented shortages of labor, materials, or equipment, government regulations, or other causes beyond such party's reasonable control, then such delays shall not be counted in determining the time when the performance of such act must be completed, whether such time be designated by a fixed time, a fixed period of time, or "a reasonable time".

(k) Authority.

(a) Tenant and the party executing this Lease on behalf of Tenant represent to Landlord that such party is duly authorized to do so by requisite action of the Tenant, and agrees, upon request, to certify same to Landlord by way of a corporate resolution or similar document to that effect; and

(b)Landlord and the party executing this Lease on behalf of Landlord represent to Tenant that such party is duly authorized to do so by requisite action of the Landlord, and agrees upon request to certify same to Tenant.

(1) Governing Law & Venue. This Lease shall be governed by and construed pursuant to the laws of the Commonwealth of Massachusetts. Any dispute arising out of or in any way relating to this Lease shall be heard in the Essex County Superior Court of the Commonwealth of Massachusetts.

Binding Effect. The covenants, conditions, and agreements contained in this Lease will bind and inure to the benefit of Landlord and Tenant and their respective successors and permitted assigns.

Negotiation. Both parties hereto have read this Lease and have had the opportunity to employ legal counsel and negotiate changes to the Lease. The Lease is the joint product of the parties and, in the event of any ambiguity herein, no inference shall be drawn against a party by reason of document preparation.

(o), No Brokers. Tenant hereby represents and warrants to Landlord that Tenant has not engaged, employed, or utilized the services of any business or real estate brokers, salesmen, agents, or finders in the initiation, negotiation, or consummation of the business and real estate transactions reflected in this Lease. Tenant hereby agrees to indemnify, save, and hold Landlord harmless from and against the payment of any commissions or fees to or claims for commissions or fees by any real estate or business broker, salesman, agent, or finder resulting from or arising out of any actions taken or agreements made by them with respect to the business and real estate transactions reflected in this Lease.

(p) No Partnership or Joint Venture. Landlord shall not, by virtue of this Lease, in any way or for any purpose, be deemed to be a partner of Tenant in the conduct of Tenant's business upon, within, or from the Premises or otherwise, or a joint venturer or a member of a joint enterprise with Tenant.

(q) Cumulative Rights. All rights and remedies of the parties herein created or otherwise existing at law or in equity are cumulative, and the exercise of one or more rights or remedies by either party may be exercised and enforced concurrently and whenever and as often as deemed desirable.

(r) Sale of Premises by Landlord; Limitations. In the event of any sale or conveyance of the Premises by Landlord or an assignment by Landlord of this Lease, Landlord shall be entirely freed and relieved of all liability under any and all of its covenants and obligations contained in or derived from this Lease arising out of any act, occurrence, or omission relating to the Premises or this Lease occurring after the consummation of such sale or exchange or assignment provided such purchaser assumes the then existing landlord's obligations under this Lease. The term "Landlord" shall be limited to mean only the owner at the time in question of the Premises and in the event of any transfer of title, Landlord shall be concurrently freed and relieved from and after the date of such transfer without any further action as respect the performance of any covenants or obligations on the part of Landlord contained in this Lease to be performed, it being the intention of the parties hereto that the obligations contain in this Lease to be performed by Landlord shall be binding on Landlord only during and in respect of its/their respective periods of ownership provided such purchaser assumes the then existing landlord's obligations under this Lease. Tenant, and its successors and assigns, shall not assert nor seek to enforce any claim for breach of this Lease against any of the Landlord's assets other than Landlord's interest in the Premises, and Tenant agrees to look solely to such interest for the satisfaction of any liability or claim against Landlord, it being specifically agreed that in no event whatsoever shall Landlord ever be liable for any such liability in excess of Landlord's interest in the Premises provided such purchaser assumes the then existing landlord's obligations under this Lease.

(s) Independent Covenants. It is the intention of the parties hereto that the obligations of Tenant hereunder shall be separate and independent covenants and agreements, and that Base Rent, Additional Rent, and all other sums payable by Tenant hereunder shall continue to be payable in all events except as otherwise provided in this Lease, and that the obligations of Tenant hereunder shall continue unaffected, unless the requirement to pay or perform the same shall have been terminated pursuant to the express provisions of this Lease. This Lease is intended to be a fully net lease and all Base Rent, Additional Rent, and all other sums payable hereunder by Tenant shall be paid without notice or demand, and without setoff, counterclaim, recoupment, abatement (except as otherwise provided in this Lease), suspension, deferment, diminution, deduction, reduction, or defense, except as specifically set forth in this Lease. Tenant agrees that it shall not take any action to terminate, rescind, or avoid this Lease notwithstanding any default by Landlord hereunder or under any other agreement between Landlord and Tenant except as specifically set forth in this Lease.

(t) Exhibits. All exhibits and schedules attached to this Lease shall, by this reference, be incorporated into this Lease.

(u) Counterparts. This Lease may be executed by the parties in one or more counterparts, which counterparts together shall constitute the agreement of the parties hereto.

(v) Non-Discrimination. With respect to its exercise of all rights and privileges granted herein, Tenant agrees that Tenant, its successors in interest, sublessees, licensees, operators, and assigns, shall not discriminate against any person, employee, or applicant for employment because of race, color, creed, religion, national origin, age, sex, sexual orientation, gender identity, marital status, handicap, veteran status, or any other basis prohibited by law in Tenant's use of the Premises, including the hiring and discharging of employees, the provision or use of services, and the selection of suppliers and contractors. Tenant shall defend, indemnify, and hold Landlord harmless from and against any and all claims of third persons resulting from Tenant's non-compliance with any of the provisions of this Section.

Utilities Access. Landlord agrees to provide reasonable access rights and/or easements over the Premises to utility companies for the purposes of bringing and connecting utility services to the Premises.

Captions. The captions of the various articles and sections of this Lease are for convenience purposes only and do not necessarily define, limit, describe, or construe the contents of such articles or sections.

Certification. By entering into this Lease, each of the parties hereto hereby certifies it has not engaged in fraud or collusion with any other person. As used in this certification, the word "person" shall mean any natural person, business, partnership, corporation, union, committee, club, or other organization, entity, or group of individuals. Tenant also hereby certifies to Landlord, pursuant to M.G.L. c. 62C, s. 49A(b), that it is in compliance with all laws of the Commonwealth of Massachusetts relating to taxes, reporting of employees and contractors, and withholding and remitting of child support. Tenant also hereby certifies that it shall not undertake any action in violation of M.G.L. c. 268A, the Commonwealth of Massachusetts Conflict of Interest Law.

(z) No Liability of Individuals The persons signing this Agreement on behalf of the Landlord and Tenant do so in their representative or fiduciary capacities, and only the principal or the estate represented shall be bound, and neither the person so executing, nor any official, member, or manager of Landlord or Tenant or any shareholder or beneficiary of any trust, shall be personally liable for any obligation, express or implied, hereunder.

(aaa) Warranties and Representations Tenant acknowledges that Tenant has not been influenced to enter into this Agreement nor has Tenant relied upon any warranties or representations not expressly set forth or otherwise incorporated into this Agreement.

(bbb) Tax Agreement. Landlord and Tenant are parties to that certain Special Tax Agreement of even date herewith relating to the Premises (the "Tax Agreement"). The Tax Agreement is subject to the prior approval of the Economic Assistance Coordinating Council for the City of Beverly (the "EACC Approval"). In the event the EACC Approval is not obtained by October 1, 2019, Tenant may terminate this Lease without recourse to Tenant, provided, however, that Tenant has acted with all due diligence to comply with the requirements of obtaining EACC Approval.

XXI. TE1IVI1NATION

(a) Either Tenant or Landlord may terminate this Lease by giving seven (7) days' written notice to the other party if Tenant fails and/or is otherwise unable to obtain all Required Permits and Approvals after all appears have been exhausted and/or appeals periods have expired.

(b) This Agreement may be terminated in accordance with the terms of this Agreement or by mutual written agreement of the parties hereto.

[SIGNATURES SHALL APPEAR ON THE FOLLOWING PAGE]

IN WITNESS WHEREOF, the Parties hereto have caused this Ground Lease Agreement to be executed under seal as of the date set forth above by their duly authorized representatives.

LANDLORD:

CITY OF BEVERLY

By: Name: Michael P. Cahill Title: Mayor

TENANT:

BEVERLY RESTAURANT ASSOCIATES LLC

By: Name: Marty Bloom Title: Manager

[SIGNATURE PAGE TO GROUND LEASE AGREEMENT]

EXHIBIT A PLAN OF PREMISES & PARCEL

See Attached Document

EXHIBIT B RFP DOCUMENTS

See Attached Documents

EXHIBIT C MANAGER'S CERTIFICATE


Referred to Legal Affairs

Council President Entertained a Motion to Accept a LATE FILE from His Honor the Mayor — Accepted — Vote: 9-0

LATE FILE #330A

Order Regarding Special Tax Assessment Agreement

WHEREAS, the City intends to enter into a Ground Lease Agreement (the "Lease") with Beverly Restaurant Associates LLC, a Massachusetts limited liability company, with its principal place of business at 50 Liberty Drive, Unit 5D, Boston, Massachusetts ("BRA") for a portion of the City-owned real property at 1 Water Street, Beverly, MA (Parcel ID# 1-85) and located on Beverly's waterfront (hereinafter the "Subject Property" or "1 Water Street") as more specifically described in the Lease;

WHEREAS, the City has been designated an Economic Target Area ("ETA") by the Economic Assistance Coordinating Council ("EACC");

WHEREAS, BRA intends to invest an estimated $3,500,000 in building construction and site improvements to the Subject Property (the "Project"), including construction of an approximately 11,000 square foot restaurant and making other improvements to the Subject Property and to create up to 60 jobs year-round jobs, and up to 125 jobs during the peak season, that will be available to residents of the ETA;

WHEREAS, the Project is a "real estate project" as defined in M.G.L. ch 23E, section 3A(b);

WHEREAS, the City strongly supports this increase in economic development to provide additional jobs for residents of the City, increased commercial and industrial activity within the City and, specifically, along its waterfront leading to the further development of a healthy and diverse economy while growing the tax base;

WHEREAS, the current assessed valuation for the Subject Property for fiscal year ending June 30, 2018 is $1,167,100.00, however, as the Subject Property is owned by the City and currently vacant, the City does not currently receive any real property taxes from anyone with respect to the property.

WHEREAS, the City seeks to offer and BRA has requested the attached Special Tax Assessment Agreement ("Agreement") for the Project pursuant to M.G.L. c. 23A, § 3E(c);

WHEREAS, the Project is a "real estate project" as defined in M.G.L. ch 23E, section 3A(b); and

WHEREAS, The City has determined that (i) BRA is undertaking a project or making other investment that will contribute to economic revitalization of the municipality and will significantly increase employment opportunities for residents of the municipality; (ii) the special tax assessment is reasonably necessary to enable BRA's investment in the project; and (iii) the total amount of local tax foregone is reasonably proportionate to the public benefits resulting from the special tax assessment.

Now therefore, it is ordered:

The proposed Agreement is hereby approved with the following percentages:

• FY 2021 100% exemption

• FY 2022 100% exemption • FY 2023 75% exemption • FY 2024 50% exemption • FY 2025 25% exemption

The Mayor is hereby authorized to those steps necessary to execute the Agreement and to modify it in order to correct scrivener or other errors or make changes that do not materially alter the substance of the Agreement.

SPECIAL TAX ASSESSMENT AGREEMENT BY AND BETWEEN THE CITY OF BEVERLY

AND BEVERLY RESTAURANT ASSOCIATES LLC

This Special Tax Assessment Agreement ("STA") ("Agreement") is made this day of 2019, between the City of Beverly, a municipal corporation with its principal place of business at 191 Cabot Street, Beverly, Massachusetts, acting by and through its Mayor upon authorization of the Beverly City Council (the "City"), and Beverly Restaurant Associates LLC, a Massachusetts limited liability company, with its principal place of business at 50 Liberty Drive, Unit 5D, Boston, Massachusetts ("BRA"), pursuant to Mass. Gen. Laws ch. 23A.

RECITALS

WHEREAS, the City has entered into a Ground Lease Agreement (the "Lease") with BRA with an effective date of .2019 for a portion of the City-owned real property at 1 Water Street, Beverly, MA (Parcel ID# 1-85) and located on Beverly's waterfront (hereinafter the "Subject Property" or "1 Water Street") as more specifically described in the Lease;


WHEREAS, BRA intends to invest an estimated $3,500,000 in building construction and site improvements to the Subject Property (the "Project"), including construction of an approximately 11,000 square foot restaurant and making other improvements to the Subject Property and to create up to 60 year-round jobs, and up to 125 jobs during the peak season, that will be available to residents of the ETA;

WHEREAS, BRA is seeking a STA for the Project from the City pursuant to M.G.L. c. 23A, § 3E(c);


WHEREAS, the City has determined that (i) BRA is undertalcing a project or making other investment that will contribute to economic revitalization of the municipality and will significantly increase employment opportunities for residents of the municipality; (ii) the special tax assessment is reasonably necessary to enable BRA's investment in the project; and (iii) the total amount of local tax foregone is reasonably proportionate to the public benefits resulting from the special tax assessment;


WHEREAS, the City is willing to enter into a STA in return for BRA's investment in this Project, the creation of up to 60 year-round jobs, redevelopment of a vacant waterfront property, as well as, the resulting improvement in the City's economy, tax base, job base, and overall business growth; and


AGREEMENT

NOW THEREFORE, in consideration of the mutual promises contracted herein, the City and BRA agree as follows:

1. The City, as authorized by the City Council at its meeting held on 2019, hereby enters into this Agreement with BRA with respect to the Subject Property, encompassing a portion of 1 Water Street (Parcel ID# 1-85) as more specifically identified and described in the Lease.

2. The Agreement will take effect only upon EACC's approval. BRA is required to submit an application to EACC for consideration and approval of the STA and the City shall submit all documents necessary for EACC's consideration and approval said application.

3. The Agreement shall be in effect for a term of five (5) fiscal years commencing on July 1, 2020 and expiring on June 30, 2026 (the "End Date").

4. The Agreement formula for the Subject Property will be calculated as prescribed in M.G.L. c. 23A, and regulated by the Massachusetts Department of Revenue. Subject to the terms and conditions of this Agreement, the tax reduction to be applied to the Subject Property is as follows:

FY 2021 100% exemption • FY 2022 100% exemption

FY 2023 75% exemption FY 2024 50% exemption FY 2025 25% exemption

5. The City is granting an STA in consideration of BRA's commitment to: a. Create up to 60 new, year-round jobs by hiring residents of the Economic Target

Area (ETA), the City of Beverly, and the greater Essex County region. b. Be responsible for payment of real estate taxes as described in Item 4 above. c. Invest $3,500,000 in building construction, site development, equipment and

technology upgrades within the Project by the End Date. 6. BRA will submit annual reports on job creation, retention, and new investment with respect

to the Subject Property to the Office of the Mayor by January 31 of each year for which tax exemptions are granted and enjoyed. The first of these reports are due by January 31,2021 and each year subsequent for the duration of this Agreement. The annual report must include: a. The number of permanent full-time jobs created and the number of people hired

within the ETA for the annual time period, and on a cumulative basis. b. The value of capital improvements invested by BRA in the Subject Property

annually and on a cumulative basis.

7. Should BRA fail to meet the job creation or investment and upgrade commitments as outlined under paragraph 6 of this Agreement, the City, acting through its City Council upon recommendation of the Mayor, may take action to request a reduction of the STA benefits still to be received as outlined under paragraph 5 of this Agreement as well as a reclamation of any benefits previously received by BRA. Such reduction or reclamation of benefits shall not exceed: a. The percentage which is determined by dividing the number of jobs actually

produced (as outlined in paragraph 5, section a. of the Agreement) by the total new job creation commitment of 60; or

b. The percentage which is determined by dividing the amount of investment in technology and operational upgrades (as outlined in paragraph 5, section c. of the Agreement) by the total investment commitment of $3,500,000.

c. If employment numbers after June 30, 2021 fall below 50% of 60 new jobs, the City, acting through its City Council upon the recommendation of the Mayor, shall be entitled to full reclamation of any prior benefits received by BRA under this Agreement as well as any and all costs associated with reclamation, including, but not limited to, reasonable attorneys' fees.

8. If BRA ceases to conduct business operations at the Subject Property during the term of this Agreement, this Agreement shall be immediately null and void and the City shall seek reclamation as provided in paragraph 8 of this Agreement.

9. This Agreement is not assignable in whole or in part. 10. This Agreement represents the entire and integrated Agreement between the City and BRA

with regard to the subject matter hereof, and this Agreement supersedes all prior negotiations, representations, or agreements of the Parties, whether written or oral. This Agreement may be altered or amended only by written instrument signed by both the City and BRA in accordance with M.G.L. ch. 23A, section 3E(c).

11. Unless otherwise expressly provided herein, all notices and other communications required or permitted to be given pursuant to this Agreement must be in writing and be sent to the Parties identified above by: a. First class, United States mail, postage prepaid, certified, with return receipt

requested, or b. Hand delivery to the intended address, or c. Nationally recognized overnight delivery service that provides written proof of

delivery. All such notices and other communications will be effective on the actual date of delivery, receipt, or rejection of delivery, if known, otherwise: i. In three (3) business days after deposit in United States mail in case of (a) above,

Actual delivery in case of (b) above, and The next business day in case of (c) above.

12. The law of the Commonwealth of Massachusetts shall govern the validity, interpretation, construction, and performance of this Agreement.

13. The sole and exclusive forum for determination of any question of law or fact or any dispute between the Parties shall be the Superior Court Department of the Trial Court of the Commonwealth of Massachusetts sitting in Essex County. It is the express intention of the Parties that all legal actions and proceedings related to this Agreement or to any rights or relationships of the Parties shall be solely and exclusively brought and heard in this court.

1N WITNESS WHEREOF, each of the Parties, intending to be legally bound, has executed this Agreement as a sealed instrument by their duly authorized representatives on the day and year first written above.

City of Beverly Beverly Restaurant Associates LLC

By: By: Michael P. Cahill, Mayor Martin A. Bloom, Manager


Communications from other City Officers & Boards:

#331

Communication — City Clerk —2019 Petroleum Licenses


#332

Communication — Chair, Conservation Commission — 163 Common LN Proposed Conservation Restriction


Communications, Applications & Petitions:

#333

Communication — Powers & Sullivan, LLC, CPAs, Comprehensive Annual Financial Report

("CAFR"), Management Letter & Reports on Federal Award Programs


#334

Communication — MA Department of Environmental Protection — Waterways License Application No. W18-5363 — Draft License, Bass River, 27 Riverview ST, Tentative Approval

Received and Placed on File — Vote: 9-0

#335

Communication — MA Department of Environmental Protection — Issuance of Chapter 91 Waterways License No. 14905 for Application No. W18-5397 — Proposed expansion of existing: deck, stairway & elevator totaling 667 square feet on filled tidelands, Jubilee Yacht Club, 127 Water Street, Beverly Harbor


#336

Application for License to Peddle (Renewal) — Shave Ice — Derrick Neal, Hawaiian Jim's of MA, 10 Moore ST / Wilmington


#337

Application — Sidewalk Dining Permitting Program — Gentile Brewing Company, 59 Park ST, Unit #1


Council President Entertained a Motion to Accept a LATE FILE — Accepted — Vote: 9-0

LATE FILE - #338

Communication— Beverly Farmers Market— 2019 Season

Approved on the Floor — Vote: 8-0-1 (Councilor Rand recused herself from the vote)

Unfinished Business: None

Motions and Orders (2nd Reading):

#327

ORDERED: Be it ordained by the City Council of the City of Beverly as follows: In the year two thousand and nineteen: An ordinance amending an ordinance entitled Chapter 26. Elective Offices, amending Article HE — Annual Budget Review, and correcting Section 26.18. Financial Forecasting Committee, part B Term of appointment; vacancies, reversing "even-numbered year" and "odd-numbered year" to correspond with the terms of office of elected officials, and two-year terms for citizen representatives,

First Reading: Monday, 18 March 2019 Published in the Salem News: Friday, 22 March 2019 Second Reading: Monday, 1 April 2019 Final Passage: Tuesday, 16 April 2019

Order read once and adopted — Vote: 9-0

Reports of Committees

#328

The Committee on Finance &Property to whom was referred the matter of Communication— Mayor—Grant — MA Department of Mental Health - $90K (FY2020) — MA Jail Arrest Diversion Program to fund the co-responder clinician position that assists police staff on calls for individuals who need mental health and/or substance use supports, have considered said matter and beg leave to report as follows, to wit:

Recommend the Council Approve the Request

Order read once and adopted — Vote: 8-0-1 (Councilor Flaherty absent)

#329

The Committee on Finance & Property to whom was referred the matter of Communication— Mayor—Grant — MA Historical Commission - $ISK Survey & Planning Grant to develop Beverly's first comprehensive, city-wide historical preservation plan along with a $ISK match as required from the Community Preservation Act administrative funds, have considered said matter and beg leave to report as follows, to wit:



#337

The Committee on Finance & Property to whom was referred the matter of Application — Sidewalk Dining Permitting Program — Gentile Brewing Company, 59 Park ST, Unit #1, have considered said matter and beg leave to report as follows, to wit:

Recommend the Application be granted


#321

The Committee on Legal Affairs, to whom was referred the matter of Communication — Mayor — Reappointment — Historic District Commission — Suzie Lamont, 2 Porter SThave considered said matter and beg leave to report as follows, to wit:

Recommend the Council Approve the Reappointment

Vote: 8-0-1 (Councilor Flaherty absent)

#323

The Committee on Legal Affairs, to whom was referred the matter of Communication — Mayor — Reappointments — Human Rights Committee — Renee Gannon, Esther Ngotho, Rabbi Alison Adler, have considered said matter and beg leave to report as follows, to wit:

Recommend the Council Approve the Reappointments

Order read once and adopted Vote: 8-0-1 (Councilor Flaherty absent)

#324

The Committee on Legal Affairs, to whom was referred the matter of Communication—Planning Board — Annual Update Of Inclusionary Housing "Submission Requirements, Procedures & Supplemental Regulations" — Code of Ordinance Appendix E "Fee in Lieu of Units" have considered said matter and beg leave to report as follows, to wit:



#330

The Committee on Legal Affairs, to whom was referred the matter of Communication—Mayor— Order for 1 Water ST Ground Lease, have considered said matter and beg leave to report as follows, to wit:

Submit the accompanying Order and recommend its adoption: ORDERED: That the Mayor be and the same is hereby authorized to execute a ground lease for

a portion of 1 Water Street, Beverly, Massachusetts that is in substantially the same form as the




conveyance.

Councilor Houseman put a Hold on the Order per the City's Home Rule Charter, Chapter 2-9 (b).

#331

The Committee on Legal Affairs, to whom was referred the matter of Communication—Mayor— Order for 1 Water ST Special Tax Agreement ("STA"), have considered said matter and beg leave to report as follows, to wit:

Submit the accompanying Order and recommend its adoption:









WHEREAS, The City has determined that (i) BRA is undertaking a project or making other investment that will contribute to economic revitalization of the municipality and will significantly increase employment opportunities for residents of the municipality; (ii) the special tax assessment is reasonably necessary to enable BRA' s investment in the project; and (iii) the total amount of local tax foregone is reasonably proportionate to the public benefits resulting from the special tax assessment.



• FY 2021 100% exemption • FY 2022 100% exemption • FY 2023 75% exemption • FY 2024 50% exemption • FY 2025 25% exemption


Councilor Houseman put a Hold on the Order per the City's Home Rule Charter, Chapter 2-9 (b).

#331

The Committee on Legal Affairs, to whom was referred the matter of Communication— City Clerk — 2019 Petroleum Licenses have considered said matter and beg leave to report as follows, to wit:

Recommend the Licenses be granted upon receipt of the necessary paperwork by the Clerk's Office, and issuance of the corresponding Petroleum Licenses by the Fire Department


#332

The Committee on Legal Affairs, to whom was referred the matter of Communication — Chair, Conservation Commission-163 Common LN Conservation Restriction, have considered said matter and beg leave to report as follows, to wit:



#336

The Committee on Legal Affairs, to whom was referred the matter of Application for License to Peddle — Shave Ice — Derrick Neal, Hawaiian Jim's of MA, 10 Moores ST / Wilmington (Renewal), have considered said matter and beg leave to report as follows, to wit

Recommend the License be granted


#320

The Committee on Public Services to whom was referred the matter of Communication — Mayor — Reappointment — Waste Reduction Committee — Toni Musante, 12 Willow Street, have considered said matter and beg leave to report as follows, to wit:

Recommend the Council Approve the Reappointment

Order read once and adopted— Vote: 9-0

Meeting Adjourned: 9:26 Attest: D. PM Wesley Slate, Jr.

City Clerk

297

Special Meeting - Beverly City Council, Beverly, MA MINUTES —DRAFT- Monday, 8 April 2019 @7:00 PM Beverly City Hall, 191 Cabot Street, 3 rd Floor Council Chamber-Called to Order ® 7:08 PM

Roll Call: Timothy P. Flaherty, Julie R. Flowers, John P. Frates Jr.-Vice President, Scott D. Houseman, David J. Lang, James F. Latter (absent), Donald G. Martin, Estelle M. Rand, Paul M. Guanci-President.

Pledge of Allegiance to the Flag: Councilor Lang

Moment of Silence: None

Presentations, Awards and Memorials: None

Resolutions: None


Acceptance of Minutes of Previous Meetings: None

Communications from His Honor the Mayor: None

Communications from other City Officers & Boards:

Council President Entertained a Motion to Accept a LATE FILE from Councilor Houseman — Accepted — Vote: 8-0

LATE FILE - #330B

Communication Ccouncilor Houseman — Tax Increment Financing Special Tax Assessment McDonalds site Memo re Beverly Restaurant Associates LLC


Council President Entertained a Motion to Accept a LATE FILE from the City Solicitor — Accepted — Vote: 8-0

LATE FILE - #330C

Communication City Solicitor — Written responses provided to Councilor Houseman before he submitted his questions as a LATE FILE


Communications, Applications &Petitions: None

Unfinished Business:

#330

The Committee on Legal Affairs, to whom was referred the matter of Communication—Mayor— Order for 1 Water Street Ground Lease, have considered said matter and beg leave to report as follows, to wit:


Order for 1 Water Street, Beverly, MA Ground Lease

ORDERED: That the Mayor be and the same is hereby authorized to execute a ground lease for

a portion of 1 Water Street, Beverly, Massachusetts that is in substantially the same form as the




conveyance.

GROUND LEASE AGREEIVIENT

July 2, 2019

This Ground Lease Agreement (the "Lease") is made as of the 2nd day of July, 2019 (the "Effective Date") by and between the City of Beverly, with a principal place of business at 191 Cabot Street, Beverly, Massachusetts 01915, its successors and/or assigns (the "Landlord" or "City") and Beverly Restaurant Associates LLC, a Massachusetts limited liability company with a principal place of business located at 50 Liberty Drive, Unit 5D, Boston, MA 02210 (the "Tenant"). Landlord and Tenant may hereafter be referred to as the "Parties").

I.PREMISES

Landlord, for and in consideration of the covenants and agreements hereinafter set forth to be kept and performed by both parties hereto, demises and leases to Tenant, approximately Thirty Five Thousand Eight Hundred Ninety Eight (35,898) square feet (the "Premises") of a Forty One Thousand Six Hundred Sixty Eight (41,668) square foot parcel owned by Landlord and located at 1 Water Street, Beverly, Massachusetts, and also known and numbered as Lot 85 on the City of Beverly's Assessor's Map 1 (the "Parcel"), as more particularly shown in the "Plan of Land Property of the City of Beverly Situated on Cabot & Water Streets Beverly, Massachusetts November 2006" attached hereto as Exhibit A and incorporated herein by reference. The Parcel is also identified and described in the City of Beverly RFP #18-031, dated October 4, 2018 (the "RFP"). Reference is made to that portion of the Parcel known as Grover's Wharf (the "V/hart" ), which Wharf is located at the far southern end of the parcel and identified in the RFP. Although the Wharf is part of the Parcel, it is not part of the Premises. Tenant has only the same rights as the general public to

use the Wharf. Unless otherwise expressly provided herein, Tenant shall have only the same right to use the Wharf as the general public and may not exclude the general public from traveling through or across the Premises for the purposes of travelling to and from the Wharf but may limit such access to dedicated areas on the Premises to the extent permitted herein.

1.1 CONDITION OF THE PREMISES. Except as otherwise provided herein, Tenant acknowledges that it has leased the Premises and agreed to construct the improvements and except as otherwise expressly provided in this Lease, accepts the Premises in the same condition in which they or any part thereof now are, and waives all rights to object to the condition thereof and assumes all risks in connection therewith, without any representation or warranty, express or implied, in fact or by law, on the part of the City of Beverly and any other board, commission, or committee of the City and without recourse to the City or any other board, commission, or committee of the City.

TI. TERM

The term of this Lease shall be for an initial period of forty (40) years commencing on the Rent Commencement Date (as defined in Section IV, subsection (a) below) and ending at the end of the day on the day immediately preceding the fortieth (40th) anniversary of the Rent Commencement Date, unless sooner terminated (the "Initial Term"). The Tenant shall have the right, at its sole option, exercisable by giving written notice thereof to Landlord not less than nine (9) months prior to the expiration of the Term of this Lease, to extend the Term of this Lease for two (2) additional five (5) year periods (each, an "Extended Term"). These options to extend the Term shall not be available to the Tenant if the Tenant is then in default under the Lease beyond any notice and cure period. The terms and conditions of any Extended Term shall be as set forth herein, except thr the amount of Base Rent. The Initial Term and any Extended Term are hereinafter referred to as the "Term". Upon occurrence of the Rent Commencement Date, either party hereto shall, upon the request of the other party, execute a memorandum in recordable form confirming such date and all other dates set forth in this Lease that are determined with reference to such date.

DI. RFP DOCUMENTS

The parties hereto agree that they intend to be bound in accordance with the terms set forth in this Lease. Additionally, the Landlord and Tenant agree that the project shall proceed in a manner that is consistent with the terms of the RFP and the proposal submitted by Tenant in response thereto and dated November 21, 2018 (the "Proposal") both of which are attached hereto as Exhibit B. The RFP and Proposal, including any attachments thereto, are incorporated herein by this reference. In the event of any conflict or inconsistency between the terms of this Lease and the terms of the RFP and/or the Proposal, the terms of this Lease shall control.

IV. RENT

Tenant shall pay to Landlord base rent (the "Base Rent") beginning on the Rent Commencement Date, as defined in Section IV(a) below, throughout the Term. All Base Rent shall be payable in equal monthly installments of one-twelfth (1/12th) of the annual amount thereof, in advance, on the first (1') day of each calendar month during the Term. Base Rent and any Additional Rent (singly and collectively sometimes referred to as "Rent" or "rent") payable to Landlord hereunder shall be paid to Landlord at the address provided for in Section XVII below, or at such other address that Landlord may from time to time designate by written notice to Tenant. Base Rent shall be paid to Landlord without notice, demand, deduction, abatement, or set-off of any kind, except as otherwise provided herein. If the Rent Commencement Date shall not be on the first (1') day of a calendar month, then Base Rent for any portion of a calendar month at the beginning or at the end of the Term shall be pro-rated for each day of a partial month.

(a) For purposes of this Lease, the term "Rent Commencement Date" shall mean the date that is thirty (30) days after the date on which Tenant receives a Certificate of Occupancy and all other Required Permits and Approvals which may be reasonably necessary for Tenant to open and operate its restaurant business. During the Term, the Tenant shall pay to the Landlord Base Rent at the annual rates set forth herein, with the terms "Year" or "Lease Year" being defined as each twelve (12) month period. Starting on the Rent Commencement Date and continuing through the end of the Term, including, any Extended Term, if applicable, the annual Base Rent shall be:

Lease Year Annual Base Rent

Year 1 $6,250.00 Year 2 $6,250.00 Year 3 $6,250.00 Year 4 $12,500.00 Year 5 $18,750.00 Years 6-10 $25,000.00 Years 11-15 $27,500.00 Years 16-20 $30,250.00 Years 21-25 $33,275.00 Years 26-30 $36,602.50 Years 31-35 $40,262.75 Years 36-40 $44,289.03 Years 41-45 $48,717.93 Years 46-50 $53,589.72

(b) If Tenant shall fail to pay, within ten (10) business days after the same is due and payable, any Rent, Tenant shall also pay, as Additional Rent, and in addition to the amounts due, an amount which is equal to the greater of (i) ten percent (10%) of the amount due, or (ii) five percent (5%) of the amount due for each month that the amount remains unpaid in full on each such obligation from the day it is due until the day it is received by Landlord (the "Default Rate"). If Landlord, in compliance with the provisions of this Lease, shall make any expenditure for which Tenant is responsible or liable under this Lease, or if Tenant shall become obligated to Landlord under this Lease for any sum other than Base Rent as herein above provided, Landlord shall notify Tenant in writing of any such expenditure or obligation, together with reasonable documentation evidencing such expenditure or obligation, and the amount thereof shall be deemed also to constitute Additional Rent and shall be due and payable by Tenant to Landlord within thirty (30) days after Tenant's receipt of such notice, or such longer period as may be provided in this Lease. In no event shall the Default Rate be computed in a way that is contrary to any applicable law.

V. TENANT EXPENSES (TAXES, MAINTENANCE, INSURANCE, AND UTILITIES)

Commencing upon the Effective Date, Tenant shall pay the following amounts with respect to the Premises:

(a) Tenant shall pay one hundred percent (100%) of all water and sewer charges assessed on any building and/or structure on the Premises from and after the Effective Date. Tenant shall pay when due such water and sewer charges directly to the water department.

(b) Tenant shall pay directly to the taxing authority one hundred percent (100%) of all Taxes, which term, for purposes of this Lease, shall mean all real estate, general, and special taxes, including, but not limited to, all betterment assessments, water and sewer taxes, rent, other taxes, and any other governmental charges which may be lawfully charged, assessed, or imposed upon the Premises, including, but not limited to, any building and/or structure thereon. Furthermore, in the event of any change in the method or system of taxation from that which is now applicable, including, without limitation, any change in the essential nature of the ad valorem real estate tax, such changed method or system of taxation shall be deemed Taxes for purposes of this Lease. If any betterments assessments are payable by law in installments, said betterments assessments are deemed payable not for the period in which the same are assessed, but in installments for the periods in which the installments thereof are payable. Taxes shall not include any franchise, capital levy, or transfer tax of Landlord, or any income tax of Landlord.

(0) Tenant shall pay when due all general and special taxes imposed upon all fixtures, equipment, and personal property of every type and description that Tenant maintains in any building and/or structure on the Premises directly to the taxing authority.

(d) Tenant shall obtain and pay for one hundred percent (100%) of the cost of all of the insurance to be maintained on the Premises and/or any building or structure located thereon as provided herein by Tenant. Tenant shall pay when due all such insurance premiums directly to the insuring agency.

(e) Tenant shall make payment when due directly to the appropriate suppliers for all oil, gas, electricity, light, heat, telephone, power, and other utilities and communications services used by Tenant on the Premises throughout the Term. Landlord shall have no obligation to provide utilities or equipment other than the utilities and equipment present in the Premises as of the Effective Date. In the event Tenant requires any additional utilities or equipment, the installation and maintenance thereof shall be Tenant's sole obligation.

Tenant shall pay for one hundred percent (100%) of the cost of performing Tenant's maintenance obligations as provided herein.

Landlord and Tenant acknowledge and agree that both Parties intend that this Lease shall be and constitute what is generally referred to as a "triple net" or "absolute net" lease, such that, except as may otherwise be expressly provided herein, Tenant shall be obligated hereunder to pay any and all costs and expenses incurred with respect to, and associated with, the Premises, including any building(s) thereon and the business(es) operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, together with any and all other assessments, charges, costs, and expenses of any kind or nature whatsoever related to, or associated with, the Premises. Tenant shall be responsible for the maintenance and repair of the Premises and for all costs related thereto. Except as otherwise expressly provided in this Lease, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Premises during the Term.

VI. USE OF LEASED PREMISES

(a) Tenant shall use the Premises, including any building(s) to be constructed thereon, only for a first class approximately two hundred (200) seat restaurant and bar operation serving food and alcoholic and non-alcoholic beverages with an outdoor seasonal deck for functions for up to one hundred fifty (150) people (the "Restaurant"), and for such additional uses that are reasonably necessary or incidental thereto, including take-out food services and such other incidental uses to the restaurant and outdoor food and beverage service on the deck to be constructed, for parking, and for no other purposes (the "Permitted Use" or "Permitted Uses"). Tenant shall not use the Premises for any purpose or use other than a Permitted Use without the express, prior written consent of the Landlord.

(b) Tenant acknowledges the EEA Amended Project Agreement, dated August 30, 2017, and attached to the RFP as Appendix D (the "Project Agreement") and agrees that any and all such use of the Premises shall at all times comply with the terms of the Project Agreement and any amendment thereto executed in connection with the RFP. Within sixty (60) days of the Effective Date, Tenant shall submit a written plan to the Landlord demonstrating how Tenant's design and operation of the Premises will satisfy the requirements of the Project Agreement.

(c) Tenant acknowledges that any such use of the Premises and any building or structure thereon shall comply with all federal, state, county, regional, municipal, local, and/or governmental authority written determinations, laws, codes, regulations, ordinances, rules, permits, approvals, conditions, and/or licenses (singly and collectively, the "Applicable Laws").

(d) Tenant shall operate the Premises and any building or structure thereon in a manner that shall comply with the Project Agreement and any amendment thereto.

(e) Nothing will be done by, or permitted to be done by, Tenant upon or about the Premises or any building and/or structure located thereon which shall be unlawful or contrary to any Applicable Laws. Tenant shall only use the Premises and any building and/or structure thereon in accordance with any and all Applicable Laws.

(g) The public shall at all times during the Term continue to have a right of access through and upon the Premises and to any buildings or structures constructed thereon.

VII. TENANT COVENANTS

Tenant's rights and obligations under this Lease are subject to Tenant satisfying the following conditions (the "Tenant's Contingencies"):

(a) Tenant shall, at its sole expense, obtain and maintain all permits, approvals, and licenses from any and all applicable governmental authorities which are or may be required for the construction, occupancy, and/or use of the Premises as intended, including, but not limited to, a seven day all alcoholic beverage license, and for any other alterations, removals, installations, additions, replacements, or improvements of any kind (the "Required Permits and Approvals"), and shall, promptly provide Landlord with a copy of each. Tenant may occupy all or part of the Premises under temporary or conditional Certificates of Occupancy, subject to approval of the City's Department of Municipal Inspections, but shall not be relieved from the obligation to obtain the Required Permits and Approvals.

(b) Time is of the essence and Tenant shall be obligated to proceed promptly and diligently in obtaining any and all Required Permits and Approvals. The Tenant shall file complete copies of all required permit applications needed for the Project as soon as possible, and not later than one hundred twenty days (120) following the Effective Date. The Landlord agrees to reasonably cooperate with the Tenant and/or the Tenant's agents and to execute any instruments or appear at any hearings that may be reasonably necessary to allow Tenant to obtain the Required Permits and Approvals and to fulfill the purposes of this Lease.

(c) Tenant shall have obtained a Certificate of Occupancy for every building constructed on the Premises and shall have opened each such building for business by September 30, 2020.

VIII. LANDLORD COVENANTS

(a) Landlord hereby covenants and agrees to comply with all of its obligations under this Lease throughout the Term to the extent permitted by law.

(b) Landlord shall promptly execute and deliver any reasonable documents and instruments requested by Tenant which may be necessary to obtain or maintain any Required Permits and Approvals, and shall further reasonably cooperate with Tenant in obtaining or maintaining any Required Permits and Approvals as Tenant may from time to time reasonably request; provided, however, that where Landlord's execution of petitions, application, appeals, or other documents, or joinder in proceedings may be required as a condition to Tenant's proposed action, Landlord shall in no event be required to join in or become a party to any document or proceeding in which it will oppose the City of Beverly or the Commonwealth of Massachusetts or any agency, authority, branch, Landlord, division, office, or subdivision of or for the City or the Commonwealth of Massachusetts, nor shall Landlord be required in connection with any such document or proceeding or otherwise to oppose in any way any policy previously established by the City nor to take a position inconsistent with a position previously taken by the City. Landlord shall not be required to incur any costs in connection with any documentation under this section. Tenant agrees to reimburse Landlord, within thirty (30) days of receipt of Landlord's written request, for any reasonable third-party costs Landlord may incur in connection with the review of such documentation.

(c) Following the Effective Date, Landlord shall install a new six inch (6") water line to the Premises and stub for purposes of providing fire suppression to the new building(s) to be located on the Premises.

(d) Following the Effective Date, Landlord shall use diligent and prompt efforts, provided adequate funding is available, to raze the existing building on the Premises and all other improvements thereon, and remove all debris including the existing foundation and footings, and bacicfill and compact the site to prepare it for Tenant's new construction.

(e) Landlord agrees to make available to Tenant to rent, at Tenant's sole election, each Year throughout the Term, up to four (4) City of Beverly-owned boat slips located in the Glover Wharf recreational marina at the same rent charged to the general public at the time of any rental or renewal. This agreement is subject, at all times, to the availability of such boat slips.

IX. INSURANCE AND INDEMNITY

(a) At all times during the Term of this Lease, Tenant shall maintain, at Tenant's sole expense, such insurance policies and in such amounts as may be reasonably required by Landlord from time to • time and which are customary for similarly situated properties. Tenant shall cause all of Tenant's general contractors to maintain all such required insurance policies, to the extent applicable to Tenant's Work, as such term is defined herein, during the construction of Tenant's Work.

(b) All insurance policies required to be carried by Tenant and/or its general contractor(s) hereunder shall: (i) insure Tenant and Landlord as an additional named insured; (ii) contain a provision that they cannot be cancelled or amended, insofar as they relate to any building or structure at any time located on the Premises, without at least thirty (30) days' prior written notice to Landlord; and (iii) contain provisions under which the insurer agrees to save, defend, indemnify and hold harmless Landlord from and against all costs, expenses, and/or liability arising out of, resulting from, or based upon any and all claims, accidents, injuries, and/or damages incurred by Landlord excluding those caused by the gross negligence or willful misconduct of the Landlord or third parties using the Premises to access the Wharf or Ferry Landing Way. Further, in no event shall Tenant have any responsibility to Landlord or any other party for the remediation of any environmental conditions and compliance with Environmental Laws, including remediation of Hazardous Materials, existing in or about the Premises prior to the Effective Date ("Existing Environmental Conditions"). On or before the Effective Date, and at least thirty (30) days before any such policy shall expire, Tenant (and/or Tenant's contractor(s), as the case may be) shall deliver certificates of such insurance coverage to Landlord.

(c) Tenant agrees to indemnify, save, defend, and hold harmless Landlord, including Landlord's officers, employees, and/or agents, from and against any and all claims and demands of any third parties (including, but not limited to, those for death, for personal injuries, or for loss of, or damage to, property) occurring in or arising, directly or indirectly, out of or in connection with Tenant's use and occupancy of the Premises and/or any building(s) thereon, any business conducted therein or thereon, or (without limiting the foregoing) as a result of any acts, omissions, or negligence of Tenant or any of Tenant's licensees, invitees, agents, servants, employees, subtenants, or other persons in or about the Premises or any building(s) thereon excluding those caused by the gross negligence or willful misconduct of the Landlord or third parties using the Premises to access the Wharf or Ferry Landing Way. Further, in no event shall Tenant have any responsibility to Landlord for the remediation of any Existing Environmental Conditions. This indemnity shall include indemnity against all costs, expenses, and liabilities (including court costs and reasonable attorneys' fees) incurred in connection with any such claim or proceeding brought thereon and the defense thereof.

(d) To the extent permitted by law, and except to the extent otherwise provided herein or arising from the gross negligence or willful misconduct of Landlord or its agents, employees, contractors, or licensees or from the Existing Environmental Conditions, Landlord shall not be liable to Tenant, its employees, agents, business invitees, licensees, customers, clients, or guests for any damage, injury, loss, compensation, or claim, including, but not limited to, claims for the interruption of or loss to Tenant's business, based on, arising out of, or resulting from, any cause including, but not limited to: (a) repairs to any portion of the Premises; (b) interruption in Tenant's use of the Premises; (c) any accident or damage resulting from the use or operation (by Tenant or any other person or persons) of any equipment within the Premises, including without limitation, heating, cooling, electrical, or plumbing equipment or apparatus; (d) the termination of this Lease by reason of the condemnation or destruction of the Premises in accordance with the provisions of this Lease; (e) any fire, robbery, theft, or other casualty; (f) the actions of any other person or persons; and (g) any leakage or seepage in or from any part or portion of the Premises, whether from water, rain, or other

precipitation that may leak into, or flow from, any part of the Premises, or from drains, pipes, or plumbing fixtures on the Premises.

X. ALTERATIONS AND IMPROVEMENTS

(a) Tenant's Work

Subject to the work required of Landlord in this Lease ("Landlord's Work"), Tenant accepts the Premises in its "as is" condition as of the Effective Date. Subject to Landlord's Work, Tenant acknowledges that Tenant shall be responsible, at its sole cost and expense, for making any and all alterations and improvements necessary to make the Premises suitable for the Permitted Use, and for constructing, in a good and first class workmanlike rammer, the building(s) from which Tenant (and any subtenants) will conduct business in a manner consistent with the Permitted Use (the `;Tenant's Work"), unless the Landlord otherwise has expressly agreed in writing to do any such work.

(b) Public Access to Premises During Construction Period

During the construction of Tenant's Work, Tenant shall be allowed to temporarily install fencing, place "no access" signs, and block driveways on land owned by the City in such areas of the Premises (which may include the entire Premises other than the Wharf), as are reasonably necessary to maintain security and safety within and around the construction site. Tenant and Landlord agree to work together in good faith to secure parking areas (which may change from time to time during the construction period) so that the public will have continued access to, and use of, the Wharf. Notwithstanding the foregoing, any and all such fencing and signage shall be installed in such a way so as to provide public access to the Wharf except as may be needed from time to time to ensure the safety of the public.

XI. MAINTENANCE ANT) MANAGEMENT OBLIGATIONS

(a) Tenant Obligations.

Tenant agrees throughout the Term of this Lease, at Tenant's sole cost and expense, to maintain, or cause to be maintained, the Premises and any and all buildings and/or structures located thereon (it being understood and agreed that Tenant shall have no responsibility to maintain the adjacent Ferry Way Landing parcel identified in the RFP (the "Ferry Way Parcel") or the Wharf), and each and every part thereof, in good order and condition in all respects, subject to reasonable wear and tear, free of accumulation of rubbish, snow, and ice, and to make all necessary repairs, interior and exterior, structural and nonstructural, ordinary as well as extraordinary, foreseen as well as unforeseen, in order to maintain such areas as required hereby and in compliance with all Applicable Laws. When used in this Section XI, the term "repair" shall include replacements as and when necessary, and all such repairs shall be at least equal in quality and class to the original work. Tenant's maintenance obligations under this Section XI(a) shall also include lighting, cleaning, and landscaping the Premises, and snow removal and refuse removal from the Premises. Any and all repairs and maintenance by Tenant shall be in a good and first-class workmanlike manner

XLI. ASSIGNMENT; SUBLEASING

(a) Subject to the provisions of this Section XII, Tenant shall have the right to assign this Lease or to sublease the Premises or any part thereof, or any building and/or structure constructed by Tenant or portion thereof, either absolutely or as security subject to Landlord's approval, which approval by Landlord shall not be unreasonably withheld, conditioned, or delayed, provided, however, that all the provisions of this Section XII and all Applicable Laws are complied with in full. Tenant must submit any such request to so assign or sublease to Landlord in writing, if such consent is required, and Landlord shall respond in writing to such Tenant request within thirty (30) days of receipt of same. Any written consent by Landlord shall be held to apply only to the specific transaction thereby authorized. Such written consent shall not be construed as a waiver of the obligation of Tenant to obtain from Landlord written consent to any other or subsequent assignment or sublease. The collection of Rent by Landlord from any

assignee, subtenant, or other occupant shall not be deemed an acceptance of the assignee, subtenant, or occupant as tenant, or a release of Tenant from its obligations under this Lease. This right to assign and/or sublease the Premises contained herein is, and shall at all times be, subject to and conditioned upon Tenant's full compliance with all applicable laws, rules, and/or regulations, and compliance with the Project Agreement and any amendment thereto.

Notwithstanding the provisions of Section XII(a), above, any proposed assignee or sublessee submitted to Landlord for approval (other than a sublessee of the area required for compliance with the Project Agreement) must have financial strength and/or fmancial health comparable to, or greater than, that of Tenant at the time Tenant was selected as the successful proposer in response to the RFP, and must qualify to obtain a liquor license at the Premises, if applicable. If Tenant requests permission to assign this Lease or sublet the Premises or any part thereof, Tenant shall, together with such request for consent thereto, inform Landlord of the rent arrangement and any other amounts to be paid by such assignee or subtenant in connection with such assignment or subletting regardless of the nomenclature such payment may take, the term of any subletting, and any financial information reasonably required or requested by Landlord to make the determination set forth in the first sentence of this Section YII(b).

Any written consent by Landlord to an assignment or subletting shall be deemed conditioned upon and subject to Tenant's continued compliance with the following provisions, and the failure to so comply shall be deemed to give Landlord reasonable cause for withholding or withdrawing its consent:

(1) The assignment or subletting must be, respectively, of all Tenant's leasehold interest or of the entire Premises and, in the case of an assignment, shall also transfer to the assignee all of Tenant's obligations and rights in and interests under this Lease.

(2) At the time of such assignment or subletting, this Lease must be in full force and effect without any breach or default hereunder on the part of Tenant.

(3) The assignee or sublessee shall assume, by written recordable instrument, in form and content satisfactory to Landlord, the due performance of all Tenant's obligations under this Lease, including any accrued obligations at the time of the assignment or subletting.

(l) A copy of the assignment or sublease and the original assumption agreement (both in form and content satisfactory to Landlord) fully executed and acknowledged by the assignee or sublessee, together with a certified copy of a properly executed corporate resolution authorizing such assumption agreement, shall be received by Landlord within ten (10) days from the effective date of such assignment or subletting.

(5) Such assignment or subletting shall be conditioned upon and subject to all of the provisions, terms, covenants, and conditions of this Lease including, without limitation, the use permitted hereby, and Tenant (and any assignee(s), subtenant(s), and guarantor(s) of this Lease) shall continue to be and remain primarily and unconditionally liable hereunder. In no event shall the Premises be used for any activity that is not in compliance with Beverly Zoning Ordinances and/or for any purpose that is not consistent with the purpose and objective of the zoning specifications in the Beverly Harbor District.

(6) Tenant shall reimburse Landlord for Landlord's reasonable attorneys' fees incurred in connection with the examination of, and/or preparation of, any documents in connection with such assignment or subletting.

(7) One hundred percent (100%) of any rent, sum, or other consideration to be paid or given in connection with such sublease or assignment, either initially or over time, in excess of the Annual Base Rent and/or Additional Rent and/or other charges to be paid under this Lease shall be paid directly to Landlord as if such amount were originally called for by the terms of this Lease as Additional Rent,

and Tenant shall be liable to Landlord for all such amounts upon receipt of same from such assignee or sublessee by Tenant.

(d) Tenant has the authority to execute this Lease as reflected in the Manager's Certificate attached hereto as Exhibit C. If there shall occur any change in the majority ownership of, and/or power to vote the majority of the outstanding capital stock or membership interest or ownership interest in or of, Tenant, whether such change of ownership is by sale, assignment, bequest, inheritance, operation of law, or otherwise, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned, or delayed, then Landlord shall have the option to terminate this lease upon thirty (30) days' written notice to Tenant.

(e) Provided Tenant shall not be in default hereunder beyond any notice and cure period, Tenant may grant a leasehold mortgage on this Lease to an institutional lender providing financing for use at the Premises with the written consent of the Landlord, which consent shall not be unreasonably withheld, conditioned, or delayed, and provided that any such grant shall be subordinate in all respects to this Lease and the Landlord's interest in the Premises. Any leasehold mortgage shall be subject to the terms of this Lease, and any leasehold mortgagee shall not acquire any rights greater than that of the Tenant. Tenant shall provide Landlord written notice of such request to grant a leasehold mortgage and Landlord shall provide a written response to such a request within fourteen (14) days of receipt thereof and provide such mortgagee with a reasonable form of non-disturbance agreement.

(f) Notwithstanding any other provision of this Section XII to the contrary, Tenant shall not be required to obtain Landlord's consent for (a) any assignment or subletting to a Related Affiliate, or (b) any assignment to a Tenant Restaurant Buyer, in each case so long as (i) such transfer was made for a legitimate business purpose and not for the purpose of transferring this Lease, (ii) no event of default is then continuing, (iii) the assignee agrees to assume all of the obligations of Tenant hereunder and to otherwise be bound by the terms of this Lease, (iv) Tenant shall remain liable for all Tenant obligations hereunder, (v) Tenant shall provide Landlord with at least thirty (30) days' prior written notice of such assignment or subletting and any evidence of compliance with the terms of this Lease with respect to same as may be reasonably requested by Landlord, and (vi) in connection with an assignment to a Tenant Restaurant Buyer, at least thirty (30) days' prior to the intended assignment, Tenant shall furnish Landlord with such information regarding the Tenant Restaurant Buyer as Landlord may reasonably require, including, without limitation, information regarding the good reputation, financial health, and business experience relating to the Permitted Uses, and Landlord determines in Landlord's sole but reasonable judgment that (x) such Tenant Restaurant Buyer, at the time of such assignment, is of good reputation, creditworthiness, and Tangible Net Worth (as hereinafter defined) at least equal to the greater of Tenant as of the date of this Lease or Tenant as of the date of the assignment, (y) such Tenant Restaurant Buyer has the business experience and good reputation necessary to (and will) conduct the business permitted hereunder in a manner consistent with the high quality of merchandising and marketing of Tenant herein named with consideration given to the criteria and purpose of the RFP, and (z) the transaction satisfies the requirements to qualify as a Tenant Restaurant Sale. A "Related Affiliate" shall mean a business entity that controls, is controlled by, or is under common control with, the Tenant. A "Tenant Restaurant Buyer" is the assignee of this Lease in a Tenant Restaurant Sale. A "Tenant Restaurant Sale" shall mean the sale of all or substantially all of Tenant's assets (including its leasehold interest in this Lease) or member interests pursuant to a bona fide offer from a third party purchaser. As used herein, "control" shall mean ownership of fifty percent (50%) or more of the assets of Tenant. As used herein, "Tangible Net Worth" shall mean total assets minus intangible assets (including goodwill, patents, trademarks, and copyrights) and total liabilities, all as calculated in accordance with generally accepted accounting principles consistently applied.

KOEI. LANDLORD'S ACCESS

Landlord shall have the right at all reasonable times during non-business hours and with reasonable prior notice to Tenant during the Term of this Lease to enter upon the Premises for the purpose of inspecting the same and exercising its rights under this Lease, and during the twelve (12) month

period prior to the expiration of the Term, Tenant will permit Landlord to enter upon the Premises at all reasonable times for the purpose of showing the same to prospective new tenants.

XIV. FIRE OR OTHER CASUALTY

(a) Damage.

In the event that during the Term any building and/or structure on the Premises shall be damaged or destroyed by fire or other casualty, the risk of which is covered by insurance payable to Tenant, this Lease shall remain in full force and effect so long as the net insurance proceeds payable to Tenant for such damage is sufficient in Tenant's reasonable determination to restore any building and/or structure to substantially the same condition as prior to the fire or other casualty. The Tenant shall promptly, after the determination and receipt of the net amount of insurance proceeds available to Tenant, expend so much as may be necessary of such net amount of insurance to restore the building and/or structure to substantially the same condition, but Tenant shall not be responsible for any delay which may result from any cause beyond the reasonable control of Tenant. Should the net amount of insurance proceeds available to Tenant be insufficient to cover the cost of restoring any building and/or structure on the Premises, Tenant may, but shall have no obligation to, supply the amount of such insufficiency and restore the building and/or structure with all reasonable diligence, or Tenant may terminate this Lease by giving written notice to Landlord within thirty (30) days of Tenant determining the estimated net amount of insurance proceeds available to Tenant and the estimated cost of such restoration. In case of damage or destruction, as a result of a risk that is not covered by insurance available to Tenant, Tenant shall be entitled to rebuild the building and/or structure, all as aforesaid, unless Tenant, within ninety (90) days after the occurrence of such event, gives written notice to Landlord of Tenant's election to terminate this Lease.

In the event that the Tenant decides not to repair or replace the portion of the Premises, building, and/or structure so damaged, Tenant may terminate this Lease by giving written notice to Landlord (the "Casualty Termination Notice"). After delivery of the Casualty Termination Notice to Landlord, (i) Tenant will vacate the Premises within thirty (30) days of giving such notice; and (ii) assign to Landlord all of its right, title, and interest in and to any and all insurance proceeds related to such casualty within thirty (30) days of giving such notice.

In the event Tenant elects to rebuild and restore the Premises a just and equitable abatement of Base Rent shall apply until such restoration is complete, provided that Tenant uses prompt and diligent efforts to complete such restoration work, and provided further that Tenant continues to pay all Tenant Expenses set forth in Section V hereof and all other costs and expenses which Tenant is obligated to pay hereunder.

XV. CONDEMNATION

(a) Entire Taking.

If the Premises and/or the whole of any building or structure constructed thereon shall be acquired or condemned under eminent domain proceedings, then the Term of this Lease shall cease and terminate when the Premises and/or any building and/or structure on the Premises is taken. All payment obligations of Tenant hereunder shall cease on said termination date.

(b) Partial Taking.

If, upon the taking of a portion of the Premises, and/or any building or structure located thereon, the total interior floor area remaining in any such building or structure or the Premises shall be reduced to less than ninety-five percent (95%) of such areas at the commencement of the Term hereof, then at the election of Tenant, this Lease may be terminated as of the date when Tenant is required to vacate the portion of the building or structure, or the Premises is so taken. In the event Tenant determines to remain in operation, all Base Rent due hereunder shall be equitably reduced, and Tenant shall, within six (6) months after said condemnation, rebuild the building and/or structure on the space available on the Premises, unless Tenant shall be delayed through causes

(0)

beyond Tenant's control, including delay in receiving taking or insurance proceeds for the same; in which case Tenant shall rebuild the building and/or structure in as diligent a manner as possible.

Taking Award.

In any event, Tenant shall have no claim against Landlord by reason of such taking or termination except as set forth below. To the extent permitted by law, Landlord and Tenant shall jointly prosecute and settle the proceedings for the determination and payment of the award payable on account of any such taking, and the cost of such proceedings shall be first charged against the award received. Except as otherwise expressly.provided herein, the net award shall be divided between Landlord and Tenant as follows: first, Landlord shall be entitled to so much of the net award as is fairly allocable to the then fair market value of the land taken; and second, Landlord and Tenant shall share so much of the net award as is fairly allocable to the buildings and other improvements taken and Tenant's property on the basis of (i) the ratio of the number of months expired in the Lease Term divided by the number of months of the Lease Term shall represent the ratio belonging to the Landlord, and (ii) the ratio of (a) a number equal to the total Lease Term months minus the number of months expired in the Lease Term divided by (b) the total lease term months shall represent the ratio belonging to Tenant; and then, third, the balance, if any, shall be allocable to Tenant. Tenant's right and the right of subtenants of Tenant to receive compensation or damages for its or their trade fixtures or personal property or for moving expenses shall not be affected in any manner by any provision in this Section so long as the award for the taking referred to in Section XV(a) and (b) is not affected or reduced. In determining fair market value, the parties acknowledge that the Base Rent may not be reflective of the fair market rent for the Premises.

In the event Tenant elects to rebuild and restore the Premises, a just and equitable abatement of Base Rent shall apply until such restoration is complete, provided that Tenant uses prompt and diligent efforts to complete such restoration work, and provided further that Tenant continues to pay all Tenant Expenses set forth in Section V hereof and all other costs and expenses which Tenant is obligated to pay hereunder.

XVI. DEFAULT

(a) Any of the following shall constitute a default by Tenant under this Lease:

(i) Tenant shall fail to make payment of any installment of Rent or any other sum herein specified and such default shall continue for five (5) business days after written notice thereof; or

Tenant shall fail to observe or perform any other of Tenant's covenants, agreements, or obligations hereunder and such failure of performance shall not be corrected within thirty (30) days after written notice thereof; provided that if the nature of such failure is such that the same cannot reasonably be cured within a thirty (30) day period, Tenant shall not be deemed to be in default if it diligently commences such cure within such period and thereafter diligently proceeds to rectify and cure such failure, but in no event exceeding a period of time in excess of one hundred and eighty (1,80) days after written notice thereof from Landlord, or

(iii) Tenant shall be declared bankrupt or insolvent according to law and has not been discharged from same within sixty (60) days of said declaration, or if any assignment shall be made of Tenant's property for the benefit of creditors, or

(iv) Any person shall levy upon, of take this leasehold interest or any part thereof upon execution, attachment, or other process of law, or

(v) A receiver, trustee, or assignee shall be appointed for the whole or any part of Tenant's property, or

(vi) If Tenant shall default in the payment of any sum of money due hereunder or of any other obligation under this Lease even if the same were cured within any

applicable grace period and if there shall have been three (3) or more of any such cured defaults during any twelve (12) consecutive monthly period, or

(vii) If, after Tenant has initially opened any structure and/or building to operate for the Permitted Use, Tenant fails or ceases to do so for a period of thirty (30) consecutive days or more than forty-five (45) days in any twelve (12) month period, except for such reasonable periods of time as Tenant is closed for remodeling following prior written notice to the Landlord, or

(viii) Tenant fails to file complete applications for all Required Permits and Approvals and/or fails to comply with the terms of any license, permit, or approval, the Project Agreement, as amended, and/or the Tenant Contingencies, Or

(ix) Tenant's failure and/or inability to comply with the deadlines set forth in Section VII and elsewhere in this Lease.

(b) In case of default, as described in Section XVI(a) above, Landlord shall have the right to the following remedies which are intended to be cumulative and in addition to any other remedies provided hereunder or under applicable law:

(i) Terminate this Lease without relieving Tenant from its obligation to pay damages.

(ii) Retake possession of the Premises by summary proceedings or otherwise, in which case Tenant's liability to Landlord for damages shall survive the tenancy. Landlord may, after such retaking of possession, relet the Premises upon any reasonable terms. At Landlord's election, such reletting may be construed as an acceptance of a surrender of Tenant's leasehold interest.

(iii) Recover damages caused by Tenant's default less any rent and other amounts collected by Landlord in mitigation of the damages caused by Tenant's default hereunder; and any and all other remedies available to Landlord including declaring the entire Rent reserved under this Lease to be due and payable

(iv) Make any payment or perform any obligation required of Tenant so as to cure Tenant's default, in which case Landlord will be entitled to recover all amounts so expended on Tenant's behalf from Tenant plus an administrative fee equal to fifteen percent (15%) of such amount(s). Notwithstanding anything contained herein to the contrary, Landlord shall use reasonable efforts to mitigate its damages.

(v) Recover reasonable attorneys' fees and/or costs incurred in the event of default.

(c) In the event of any alleged default in the obligations of Landlord under this Lease, Tenant will deliver to Landlord written notice and Landlord will have sixty (60) days following receipt of such notice to cure such alleged default, provided, however, that if the nature of such failure is such that the same cannot reasonably be cured within a sixty (60) day period, Landlord shall not be deemed to be in default if it diligently commences such cure within such period and thereafter diligently proceeds to rectify and cure such failure, but in any event not exceeding a period of time in excess of one hundred and eighty (180) days after written notice thereof from Tenant.

(d) Notwithstanding anything in this Section XVI to the contrary, if Tenant fails at any time to perform any obligation under any license, permit, approval, and/or the Project Agreement, Landlord shall have the right to seek enforcement of same.

NOTICE

All notices sent or required to be sent hereunder shall be in writing and sent by express mail or registered or certified mail, return receipt requested, postage prepaid, or by nationally-recognized overnight courier service, express charges prepaid; if sent to Landlord, the same shall be addressed to the City. of Beverly Mayor's Office, located at 191 Cabot Street, Beverly, Massachusetts 01915, with a copy, similarly sent, to Office of the City Solicitor, City of Beverly, located at 191 Cabot Street, Beverly, MA 01915, or to such other person(s) or address(es) as Landlord may hereafter

designate by written notice to Tenant; if sent to Tenant, the same shall be addressed to 50 Liberty Drive Unit 5D, Boston, MA 02210, with a copy to Martin C. Pomeroy, Esquire, Bemkopf Goodman LLP, 2 Seaport Lane, Ninth Floor, Boston, MA 02210. If Tenant has given written notice to Landlord of the name and address of any mortgagee of its leasehold interest in the demised Premises, a duplicate copy of every notice to Tenant shall be given to said mortgagee at said address, and such mortgagee shall have the same rights as Tenant to correct any failure of Tenant. If Landlord has given notice to Tenant of the name and address of any mortgagee of the fee of the Premises, a duplicate copy of every notice to Landlord shall be given to said mortgagee at said address and such mortgagee shall have the same rights as Landlord to correct any failure of Landlord.

XVIII NOTICE OF LEASE

Tenant agrees to record a Notice of Lease at the Essex South Registry of Deeds in accordance with all applicable rules and law. Tenant shall pay the cost of such recording.

XIX. ENVIRONMENTAL

19.1 In furtherance of Tenant's agreement to comply with all Applicable Laws and regulations, and not in limitation thereof, Tenant hereby agrees not to dump, flush, or in any way introduce any hazardous substances, hazardous material, oil, or any other toxic substances into the septic, sewage, or other waste disposal systems now or hereafter serving the Premises or Parcel, not to generate hazardous substances, hazardous material, oil, or any other toxic substances in or on the Premises, or dispose of hazardous substances, hazardous material, oil, or any other toxic substances from the Premises to any other location, except in compliance with the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. §6901 et seq., the Massachusetts Hazardous Waste Management Act, as amended, M.G.L. c. 21C, and regulations adopted pursuant thereto, and successors to such acts and regulations, as may be enacted from time to time, and all other applicable laws, by-laws, and regulations; not to store hazardous substances, hazardous material, oil, or any other toxic substances on the Premises, except for materials commonly found in the cleaning or operation of any business which qualifies as a Permitted Use so long as the same is stored and used in compliance with all Applicable Laws. Notwithstanding the provisions hereof, Tenant has no obligation whatsoever with respect, to Existing Environmental Conditions. If, as a result of any Existing Environmental Conditions, Tenant suffers any delays in obtaining any Tenant Required Permits and Approvals or is delayed in commencing Tenant's Work, then the Rent Commencement Date shall be extended on a day for day basis for any delay caused by such pre-existing conditions and any right of Landlord to terminate this Lease shall likewise be tolled on a day for day basis.

19.2 In the event that Tenant receives written notice from a state or federal agency or a written report from a duly liCensed Massachusetts Licensed Site Professional ("LSP") that there exists Existing Environmental Conditions on the Premises that require response actions under the Massachusetts Contingency Plan, 310 C.M.R. 40.000 (the "MCP") and/or M.G.L. c. 21E, then Tenant shall give Landlord immediate notice of such in writing and request that Landlord take appropriate response actions, as such term is defined in the MCP, if needed. In the event Landlord does not act diligently to comply with the deadlines and fulfill the requirements established by the MCP, then Tenant may elect to either (i) terminate this Lease upon written notice to Landlord, or (ii) take necessary response actions with respect to said Existing Environmental Conditions at its own cost and expense by providing written notice of same to Landlord before commencing any such actions, together with an estimate of, and reasonable supporting evidence for, the cost of such remediation work from a qualified third party retained by Tenant to complete such remediation work (the "Tenant Response Action Notice"). Upon receipt of a Tenant Response Action Notice, Landlord shall have a period not to exceed forty-five (45) days from receipt thereof to elect to either (i) complete the response actions itself, (ii) terminate this Lease (provided either the construction of the Restaurant and related work has either not yet commenced, or Landlord has agreed to reimburse Tenant for all documented hard and soft costs reasonably incurred by Tenant related to the construction of the Restaurant and related work through the date of termination of this Lease), or (iii) allow Tenant to complete the response actions work as set forth in the Tenant Response Action Notice. Landlord's failure to respond to Tenant in writing within the forty-five (45) day period

discussed above shall be deemed to be an election to allow Tenant to proceed with completing the response actions as set forth in the Tenant Response Action Notice at Tenant's sole cost and expense. Following Tenant's completion of the remediation work as set forth in the Tenant Response Action Notice, and upon written notice to Landlord with any other supporting documentation Landlord may reasonably require, Tenant shall be entitled to receive an abatement of Base Rent equal to the cost of such response actions, provided, however, that Tenant shall not be entitled to an abatement of Base Rent for any such response actions in an amount that is more than the lesser of (i) the actual cost of such remediation work, or (ii) the total Base Rent due to Landlord under the Lease during the Initial Term. Notwithstanding any other provision of this Lease to the contrary, Landlord shall at no time be obligated under this Lease to remediate any Existing Environmental Conditions or to incur any costs or expenses related to same other than abatement of Base Rent as set forth above. The Tenant's right to self-help under this Lease with respect to Existing Environmental Conditions shall be available only if (i) the Tenant is not able to operate the Premises as a Restaurant or secure the necessary permits and approvals to permit such operation or (ii) in the written opinion of an LSP, there is a significant risk of liability to Tenant and/or harm to persons visiting the Restaurant on the Premises or to the environment due to Existing Environmental Conditions that are the subject of the aforementioned written notice from a state or federal agency or a written report from a LSP. Further, the Tenant's self-help right applies only to remediation and testing necessary in order to mitigate the circumstances described in (i) and (ii) of this paragraph, not simply recommended additional testing and/or remediation. Recommended additional testing absent any related required remediation shall be at the sole cost and expense of the Tenant. Nothing herein shall or is intended to alter the rights and/or obligations of the parties under the MCP or M.G.L. c. 21E.

In the event that Tenant performs any testing on the Premises, it shall collect split samples and share such samples with Landlord in order to allow Landlord to perform its own testing. Further, Tenant shall notify Landlord prior to notifying the Department of Environmental Protection ("DEP") of any alleged release and, further, shall provide Landlord with copies of any filing submitted by Tenant to DEP including, but not limited to, any filings submitted in connection with any effort to obtain "Eligible Tenant" status, as such term is defmed in M.G.L. c. 21E.

19.3 Environmental Laws Defined. "Environmental Laws" means, collectively, any federal, state, or local law, rule, or regulation (whether now existing or hereafter enacted or promulgated, as they may be amended from time to time) pertaining to environmental regulations, contamination, clean-up, or disclosures, and any judicial or administrative interpretation thereof, including any judicial or administrative orders or judgments, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §§ 9601 et seq. ("CERCLA"); the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq. ("RCRA"); the Clean Water Act, 33 U.S.C. §§ 1251 et seq.; the Clean Air Act, 42 U.S.C. §§ 7401 et seq.; the Superftind Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et seq. ("SARA"); the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq. ("TSCA"); the Hazardous Materials Transportation Act, 49 U.S.C. Appx. §§ 1801 et seq.; the Massachusetts Hazardous Waste Management Act, M.G.L. c. 21C §§ 1 et seq.; the Massachusetts Oil and Hazardous Material Release Prevention and Response Act, M.G.L. c. 21E §§ 1 et seq.; the Massachusetts Toxic Use Reduction Act, M.G.L. c. 211 §§ 1 et seq.; the Underground Storage-Tank Petroleum Product Cleanup Fund, M.G.L. c. 213 §§ 1 et seq.; or any other applicable federal or state statute or city or county ordinance regulating the generation, storage, containment, or disposal of any Hazardous Materials (as such term is defined in Section 19.5) or providing for the protection, preservation, or enhancement of the natural environment, any rules or regulations promulgated pursuant to any of the foregoing statutes or ordinances, including, but not limited to, laws relating to groundwater and surface water pollution, air pollution, transportation, storage and disposal of oil and hazardous wastes, substances, and materials, storm water drainage, and underground and above ground storage tanks; and any amendments, modifications, or supplements of any such statutes, ordinances, rules, and regulations.

19.4 Tenant's Environmental Representations, Warranties, and Covenants. Tenant hereby represents, warrants, and covenants as follows:

(a) Except as may be permitted by and only in accordance with Environmental Laws, Tenant shall not allow any Hazardous Materials (as such term is defined in Section 19.5) not already present at the Premises to exist or be stored, located, discharged, possessed, managed, processed, or otherwise used or handled on the Premises, and shall strictly comply with all Environmental Laws affecting the Premises. Without limiting the generality of the foregoing, Tenant is not, and will not become, involved in operations at the Premises involving Hazardous Materials, except as expressly permitted by applicable Environmental Laws.

(b) No activity shall be undertaken, or permitted to be undertaken, on the Premises by Tenant which would cause (i) the Premises to be considered a hazardous waste treatment, storage, or disposal facility as defmed under any Environmental Laws; (ii) a release or threatened release of Hazardous Materials into any watercourse, surface, or subsurface water or wetlands, or the discharge into the atmosphere of any Hazardous Materials in each case requiring a permit under any Environmental Laws and for which no such permit has been issued.

(c) Tenant shall, with all due diligence, at its own cost and expense and in accordance with all Environmental Laws (and in all events in a manner reasonably satisfactory to the Landlord), take all actions (to the extent and at the time or from time to time) as shall be necessary or appropriate for the remediation of all releases of Hazardous Materials at or from the Premises including all removal, containment, and remedial actions during the Term except any Existing Environmental Conditions. Tenant shall only be responsible for any such materials introduced by Tenant from and after the Effective Date. Tenant shall pay or cause to be paid, at no expense to the Landlord, all clean-up, administrative, and enforcement costs of applicable government agencies or the parties protected by such Environmental Laws which may be asserted against the Premises on account of any such materials introduced by Tenant from and after the Effective Date and specifically excluding Existing Environmental Conditions.

(d) Tenant, upon execution of this Lease, shall furnish the Landlord with a copy of any Material Safety Data Sheets, and any updates thereto, or any list of substances listed on the so-called Massachusetts Substance List, established pursuant to M.G.L. c. 111F, which Tenant is required to prepare, file, or maintain pursuant to said chapter for any substances used or stored on the Premises. If said Material Safety Data Sheets or lists should be changed or updated during the Term of this Lease, Tenant shall promptly furnish a copy of such updated or changed Material Safety Data Sheets or list to the Landlord.

19.4 Landlord's Environmental Representations, Warranties, and Covenants. Landlord hereby represents, warrants, and covenants as of the Effective Date as follows:

(a) Landlord, to the best of its knowledge, and to the extent not otherwise disclosed to Tenant in writing (i) has not received any notice of any private or governmental lien or judicial or administrative notice, order, or action relating to Hazardous Materials or environmental liabilities or violations with respect to the Premises, nor (ii) is Landlord either in direct or indirect violation of any Environmental Laws.

(b) No activity shall be undertaken on the Premises by Landlord which would cause (i) the Premises to be considered a hazardous waste treatment, storage, or disposal facility as defined under any Environmental Laws; (ii) a release or threatened release of any Hazardous Materials into any watercourse, surface, or subsurface water or wetlands, or the discharge into the atmosphere of any Hazardous Materials in each case requiring a permit under any Environmental Laws and for which no such permit has been issued.

19.5 Hazardous Materials Defined. For purposes of this Lease, the term "Hazardous Materials" shall mean, but shall not be limited to, any oil, petroleum product, and any hazardous or toxic waste or substance, any substance which because of its quantitative concentration, chemical, radioactive, flammable, explosive, infectious, or other

characteristics, constitutes or may reasonably be expected to constitute or contribute to a danger or hazard to public health, safety, or welfare, or to the environment, including, without limitation, any asbestos (whether or not friable) and any asbestos-containing materials, lead paint, waste oils, solvents and chlorinated oils, polychlorinated biphenyls (PCBs), toxic metals, explosives, reactive metals and compounds, pesticides, herbicides, radon gas, urea formaldehyde foam insulation, and chemical, biological, and radioactive wastes, or any other similar materials which are included under or regulated by any Environmental Law.

19.6 Notices.

(a) Tenant shall provide Landlord with complete copies of any and all notices of any releases of Hazardous Materials which are given by or on behalf of Tenant to any federal, state, or local agencies or authorities with respect to the Premises. Such copies shall be sent to Landlord concurrently with mailing or delivery to the governmental agencies or authorities. Tenant also shall provide Landlord with copies of any notices of responsibility or any other notices received by or on behalf of Tenant from any such agencies or authorities concerning any non-compliance with Environmental Laws on or about the Premises, including, but not limited to, notices regarding Hazardous Materials or substances located on or about the Premises. In addition, in connection with any litigation or threat of litigation affecting the Premises, Tenant shall deliver to Landlord any documentation or records as Landlord May reasonably request and which are in Tenant's possession and may be lawfully delivered to Landlord, and Landlord shall deliver to Tenant any documentation or records as Tenant may reasonably request and which are in Landlord's possession and may be lawfully delivered to Tenant.

(b) Landlord shall provide Tenant with complete copies of any and all notices of any releases of Hazardous Materials which are given by or on behalf of Landlord to any federal, state, or local agencies or authorities with respect to the Premises. Such copies shall be sent to Tenant concurrently with mailing or delivery to the governmental agencies or authorities. Landlord also shall provide Tenant with copies of any notices of responsibility or any other notices received by or on behalf of Landlord from any such agencies or authorities concerning any non-compliance with Environmental Laws on or about the Premises, including, but not limited to, notices regarding Hazardous Materials or substances located on or about the Premises.

(0) Tenant or Landlord shall immediately notify the other party in writing should Tenant or Landlord become aware of (i) any release or threatened release of Hazardous Materials or the occurrence of any other environmental problem or liability with respect to the Premises or any real property adjoining or in the vicinity of the Premises or such other property which could subject Landlord, Tenant, or the Premises to a claim under any Environmental Laws or to any restriction in ownership, occupancy, transferability, or use of the Premises under any Environmental Laws; (ii) any lien filed, action taken, or notice given of the nature described in Sections 19.3(b) or 19.4(b), above; (iii) any notice given to Tenant from any occupant of the Premises or any notice from any governmental authority with respect to any release or threatened release of Hazardous Materials; or (iv) the commencement of any litigation or any information relating to any threat of litigation relating to any alleged unauthorized release of any Hazardous Materials or other environmental contamination, liability, or problem with respect to, or arising out of, or in connection with, the Premises.

19.7 Environmental Indemnity. Tenant hereby presently, unconditionally, irrevocably, and absolutely agrees to pay, indemnify, defend with counsel acceptable to Landlord, and save harmless Landlord for, from, and against any and all claims and expenses (including, without limitation, reasonable attorneys' and experts' fees and expenses, clean-up costs, waste disposal costs, and those costs, expenses, penalties, and fines within the meaning of CERCLA), of any kind or nature whatsoever which may at any time be imposed upon, incurred by, or asserted or awarded against Landlord and arising from any violation or alleged violation of any Environmental Laws, environmental

problem, or other environmental matter described herein, relating to the Premises, or as a consequence of any of Tenant's or Landlord's interest in, or operation of, the Premises, including, without limitation, matters arising out of any breach of Tenant's covenants, representations, and warranties other than on account of Existing Environmental Conditions. Tenant does further agree and covenant that except as otherwise set forth in this Lease, Landlord shall not assume any liability or obligation for any loss, damage, fines, penalties, claims, or duties to clean up or dispose of any Hazardous Materials, or other wastes or materials, on or relating to the Premises regardless of any inspections or other actions made or taken by Landlord on such Premises or as a result of any re-entry by Landlord onto the Premises or otherwise. All warranties, representations, and obligations set forth herein shall be deemed to be continuing and shall survive termination of this Lease. In addition, the covenants and indemnities of Tenant contained herein shall survive any exercise of any remedy by Landlord under this Lease. Tenant agrees that the indemnification granted herein may be enforced by Landlord or any of Landlord's affiliates; provided, however, that nothing contained herein shall prevent Landlord from exercising any other rights under the Lease.

)OC. ADDITIONAL PROVISIONS

(a) No Waiver. No release, discharge, or waiver of any provision hereof shall be enforceable against or binding upon either party hereto unless in writing and executed by both parties. The waiver by either party of any agreement, condition, or provision contained in this Lease will not be deemed to be a waiver of any subsequent breach of the same or any other agreement, condition, or provision contained in this Lease, nor will any cuStom or practice that may develop between the parties in the administration of the terms of this Lease be construed to waive or lessen the right of either party to insist upon the performance by the other party in strict accordance with the terms of this Lease. The subsequent acceptance of any Rent by Landlord will not be deemed to be a waiver of any preceding breach by Tenant of any agreement, condition, or provision of this Lease.

(b) Attorney's Fees; Disputes. To the extent permitted by applicable law, the prevailing party in any dispute between Tenant and Landlord arising out of or in any way relating to this Lease shall be entitled to be reimbursed for reasonable attorney's fees and costs.

(c) Subordination and Estoppel Certificates. This Lease is and shall at all times be subject and subordinate to any and all matters of record that may now or hereafter affect the Premises. This provision shall be self-operative and no further instrument of subordination shall be necessary. However, in confirmation of this subordination, Tenant shall execute promptly any certificate or subordination that Landlord or its lender(s) may reasonably request. At any time and from time to time but within ten (10) days after written request by either party, the other party will execute, acknowledge, and deliver to the requesting party a certificate certifying (i) that this Lease is unmodified and in full force and effect or, if there have been modifications, that this Lease is in full force and effect, as modified, and stating the date and nature of each modification; (ii) the date, if any, to which Rent and other sums payable under this Lease have been paid; (iii) that no notice has been received by either party of any default which has not been cured, except as to defaults specified in the certificate; and (iv) such other matters as may be reasonably requested by the requesting party. Any such certificate may be relied upon by any prospective purchaser or existing or prospective mortgagee or beneficiary.

(d) Surrender. Tenant at the expiration or other termination of this Lease shall, as specified by Landlord, remove all of Tenant's property, furniture, trade fixtures, equipment, and other goods and effects from the Premises, and any building and/or structure thereon, (including, without hereby limiting the generality of the foregoing, all signs and lettering affixed or painted by Tenant, either inside or outside). Tenant shall deliver to Landlord any and all buildings located on the Premises, and all keys, locks, and security codes thereto, and all other fixtures connected therewith and all alterations and additions made to or upon any building and/or structure or the Premises, with the same being in good order, condition, and repair, in the same condition as existed at the time of the issuance of the original Certificate of Occupancy for any building or structure located on the Premises, except for subsequent improvements approved by the

Landlord, reasonable wear and tear and damage from casualty excepted (but subject to Tenant's obligations to rebuild as set forth in this Lease), free and clear of all liens and encumbrances imposed as a result of Tenant's actions, free of all Tenant's personal property, and in broom clean condition. Upon the expiration or earlier termination of this Lease, any and all buildings or structures and all fixtures (other than Tenant's trade fixtures which are removed prior to the expiration or other termination of this Lease) connected therewith and all alterations and additions made to or upon any such buildings or structures shall become the property of, and be owned by, Landlord without the requirement of any further action by Tenant. Without limiting the foregoing, Tenant agrees to execute and deliver any and all documents confirming the vesting of such ownership in Landlord. In the event of Tenant's failure to remove any of Tenant's property from any building or structure on the Premises or the Premises, Landlord is hereby authorized, without liability to Tenant for loss or damage thereto and without mitigating Tenant's obligation so to remove, and at the sole risk of Tenant, to remove and store any of Tenant's‘ property at Tenant's sole expense, or to retain the same under Landlord's control or to sell at public or private sale, without notice, any or all of Tenant's property not so removed and to apply the net proceeds of the sale to the payment of any sum due hereunder, or to destroy such property.

(e) Holding Over. Tenant will have no right to remain in possession of all or any part of the Premises or any building and/or structure located thereon after the expiration of the Term hereof. If Tenant remains in possession of all or any part of the Premises or building or structure located thereon after the expiration of the Term hereof with the express or implied consent of Landlord: (i) such tenancy will be deemed to be a periodic tenancy from month-to-month only; (ii) such tenancy will not constitute a renewal or extension of this Lease for any further term; and (iii) such tenancy may be terminated by Landlord upon the earlier of thirty (30) days' prior written notice or the earliest date permitted by applicable law. In such event, monthly Base Rent will be increased to an amount equal to three hundred percent (300%) of the monthly Base Rent payable during the last month of the Term, and any other sums due under this Lease will be payable in the amount and at the times specified in this Lease. Such month-to-month tenancy will be subject to every other term, condition, and covenant contained in this Lease.

(f) Quiet Enjoyment. Landlord agrees that upon Tenant's paying the Rent and performing and observing the agreements, conditions, and other provisions on its part to be performed and observed, Tenant shall and may peaceably and quietly have, hold, and enjoy the Premises during the Term of this Lease without any manner of hindrance or molestation from Landlord or anyone lawfully claiming under Landlord, subject, however, to the terms of this Lease and any instruments or other matters having a prior lien.

(g) Severability. If any provision of this Lease proves to be illegal, invalid, or unenforceable, the remainder of this Lease will not be affected by such finding, and in lieu of each provision of this Lease that is illegal, invalid, or unenforceable, a provision will be added as a part of this Lease as similar in terms and intent to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable.

Written Amendment Required. No amendment, alteration, modification of, or addition to, this Lease will be valid or binding unless expressed in writing and signed by Landlord and Tenant.

Entire Agreement. This Lease, the exhibits, and schedules attached hereto; if any, contain the entire agreement between Landlord and Tenant and may be amended only by subsequent written agreement executed by both Landlord and Tenant.

Time and Delays in Performance. Time is of the essence in every particular of this Lease, including, without limitation, obligations for the payment of money or the performance of obligations. In any case where either party hereto is required to do any act (other than make a payment of money) and experiences delays caused by or resulting from Act of God, war, terrorism, civil commotion, fire or other casualty, documented shortages of labor, materials, or equipment, government regulations, or other causes beyond such party's reasonable control, then such delays shall not be counted in determining the time when the performance of such act must be completed,

whether such time be designated by a fixed time, a fixed period of time, or "a reasonable time".

(k) Authority.

(a) Tenant and the party executing this Lease on behalf of Tenant represent to Landlord that such party is duly authorized to do so by requisite action of the Tenant, and agrees, upon request, to certify same to Landlord by way of a corporate resolution or similar document to that effect; and

(b)Landlord and the party executing this Lease on behalf of Landlord represent to Tenant that such party is duly authorized to do so by requisite action of the Landlord, and agrees upon request to certify same to Tenant.

(1) Governing Law & Venue. This Lease shall be governed by and construed pursuant to the laws of the Commonwealth of Massachusetts. Any dispute arising out of or in any way relating to this Lease shall be heard in the Essex County Superior Court of the Commonwealth of Massachusetts.

(m) Binding Effect. The covenants, conditions, and agreements contained in this Lease will bind and inure to the benefit of Landlord and Tenant and their respective successors and permitted assigns.

(n) Negotiation. Both parties hereto have read this Lease and have had the opportunity to employ legal counsel and negotiate changes to the Lease. The Lease is the joint product of the parties and, in the event of any ambiguity herein, no inference shall be drawn against a party by reason of document preparation.

(o) No Brokers. Tenant hereby represents and warrants to Landlord that Tenant has not engaged, employed, or utilized the services of any business or real estate brokers, salesmen, agents, or finders in the initiation, negotiation, or consummation of the business and real estate transactions reflected in this Lease. Tenant hereby agrees to indemnify, save, and hold Landlord harmless from and against the payment of any commissions or fees to or claims for commissions or fees by any real estate or business broker, salesman, agent, or finder resulting from or arising out of any actions taken or • agreements made by them with respect to the business and real estate transactions reflected in this Lease.

(P) No Partnership or Joint Venture. Landlord shall not, by virtue of this Lease, in any way or for any purpose, be deemed to be a partner of Tenant in the conduct of Tenant's business upon, within, or from the Premises or otherwise, or a joint venturer or a member of a joint enterprise with Tenant.

(q) Cumulative Rights. All rights and remedies of the parties herein created or otherwise existing at law or in equity are cumulative, and the exercise of one or more rights or remedies by either party may be exercised and enforced concurrently and whenever and as often as deemed desirable.

(r) Sale of Premises by Landlord; Limitations. In the event of any sale or conveyance of the Premises by Landlord or an assignment by Landlord of this Lease, Landlord shall be entirely freed and relieved of all liability under any and all of its covenants and obligations contained in or derived from this Lease arising out of any act, occurrence, or omission relating to the Premises or this Lease occurring after the consummation of such sale or exchange or assignment provided such purchaser assumes the then existing landlord's obligations under this Lease. The term "Landlord" shall be limited to mean only the owner at the time in question of the Premises and in the event of any transfer of title, Landlord shall be concurrently freed and relieved from and after the date of such transfer without any further action as respect the performance of any covenants or obligations on the part of Landlord contained in this Lease to be performed, it being the intention of the parties hereto that the obligations contain in this Lease to be performed by Landlord shall be binding on Landlord only during and in respect of its/their respective periods of ownership provided such purchaser assumes the then existing landlord's obligations under this Lease. Tenant, and its successors and assigns, shall not assert nor seek to enforce any claim for breach of this Lease against any of the

Landlord's assets other than Landlord's interest in the Premises, and Tenant agrees to look solely to such interest for the satisfaction of any liability or claim against Landlord, it being specifically agreed that in no event whatsoever shall Landlord ever be liable for any such liability in excess of Landlord's interest in the Premises provided such purchaser assumes the then existing landlord's obligations under this Lease.

(s) Independent Covenants. It is the intention of the parties hereto that the obligations of Tenant hereunder shall be separate and independent covenants and agreements, and that Base Rent, Additional Rent, and all other sums payable by Tenant hereunder shall continue to be payable in all events except as otherwise provided in this Lease, and that the obligations of Tenant hereunder shall continue unaffected, unless the requirement to pay or perform the same shall have been terminated pursuant to the express provisions of this Lease. This Lease is intended to be a fully net lease and all Base Rent, Additional Rent, and all other sums payable hereunder by Tenant shall be paid without notice or demand, and without setoff, counterclahn, recoupment, abatement (except as otherwise provided in this Lease), suspension, deferment, diminution, deduction, reduction, or defense, except as specifically set forth in this Lease. Tenant agrees that it shall not take any action to terminate, rescind, or avoid this Lease notwithstanding any default by Landlord hereunder or under any other agreement between Landlord and Tenant except as specifically set forth in this Lease.

(t) Exhibits. All exhibits and schedules attached to this Lease shall, by this reference, be incorporated into this Lease.

(u) Counterparts. This Lease may be executed by the parties in one or more counterparts, which counterparts together shall constitute the agreement of the parties hereto.

(v) Non-Discrimination. With respect to its exercise of all rights and privileges granted herein, Tenant agrees that Tenant, its successors in interest, sublessees, licensees, operators, and assigns, shall not discriminate against any person, employee, or applicant for employment because of race, color, creed, religion, national origin, age, sex, sexual orientation, gender identity, marital status, handicap, veteran status, or any other basis prohibited by law in Tenant's use of the Premises, including the hiring and discharging of employees, the provision or use of services, and the selection of suppliers and contractors. Tenant shall defend, indemnify, and hold Landlord harmless from and against any and all claims of third persons resulting from Tenant's non-compliance with any of the provisions of this Section.

Utilities Access. Landlord agrees to provide reasonable access rights and/or easements over the Premises to utility companies for the purposes of bringing and connecting utility services to the Premises.

Captions. The captions of the various articles and sections of this Lease are for convenience purposes only and do not necessarily define, limit, describe, or construe the contents of such articles or sections.

Certification. By entering into this Lease, each of the parties hereto hereby certifies it has not engaged in fraud or collusion with any other person. As used in this certification, the word "person" shall mean any natural person, business, partnership, corporation, union, committee, club, or other organi7ation, entity, or group of individuals. Tenant also hereby certifies to Landlord, pursuant to M.G.L. c. 62C, s. 49A(b), that it is in compliance with all laws of the Commonwealth of Massachusetts relating to taxes, reporting of employees and contractors, and withholding and remitting of child support. Tenant also hereby certifies that it shall not undertake any action in violation of M.G.L. c. 268A, the Commonwealth of Massachusetts Conflict of Interest Law.

(z) No Liability of Individuals The persons signing this Agreement on behalf of the Landlord and Tenant do so in their representative or fiduciary capacities, and only the principal or the estate represented shall be bound, and neither the person so executing, nor any official, member, or manager of Landlord or Tenant or any shareholder or beneficiary of any trust, shall be personally liable for any obligation, express or implied, hereunder.

(aaa) Warranties and Representations

Tenant acknowledges that Tenant has not been influenced to enter into this Agreement nor has Tenant relied upon any warranties or representations not expressly set forth or otherwise incorporated into this Agreement.

(bbb) Tax Agreement. Landlord and Tenant are parties to that certain Special Tax Agreement of even date herewith relating to the Premises (the "Tax Agreement"). The Tax Agreement is subject to the prior approval of the Economic Assistance Coordinating Council for the City of Beverly (the "EACC Approval"). In the event the EACC Approval is not obtained by October 1, 2019, Tenant may terminate this Lease without recourse to Tenant, provided, however, that Tenant has acted with all due diligence to comply with the requirements of obtaining EACC Approval.

Va. TERMINATION

(a) Either Tenant or Landlord may terminate this Lease by giving seven (7) days' written notice to the other party if Tenant fails and/or is otherwise unable to obtain all Required Permits and Approvals after all appears have been exhausted and/or appeals periods have expired.

(b) This Agreement may be terminated in accordance with the terms of this Agreement or by mutual written agreement of the parties hereto.

[SIGNATURES SHALL APPEAR ON THE FOLLOWING PAGE] IN WITNESS 'WHEREOF, the Parties hereto have caused this Ground Lease Agreement to be executed under seal as of the date set forth above by their duly authorized representatives.

LANDLORD:

CITY OF BEVERLY

By: Name: Michael P. Cahill Title: Mayor

TENANT:

BEVERLY RESTAURANT ASSOCIATES LLC

By: Name: Marty Bloom Title: Manager

[SIGNATURE PAGE TO GROUND LEASE AGREEMENT]

EXHIBIT A PLAN OF PREMISES & PARCEL

See Attached Document

EXHIBIT B RFP DOCUMENTS


EXHIBIT C MANAGER'S CERTIFICATE


Order read once and adopted - Vote: 8-0

#330A

The Committee on Legal Affairs, to whom was referred the matter of Communication—Mayor— Order for Special Tax Agreement ("STA"), have considered said matter and beg leave to report as follows, to wit:


Order Regarding Special Tax Assessment Agreement


WHEREAS, the City has been designated an Economic Target Area ("ETA") by the Economic Assistance Coordinating Council ('EACC");


WHEREAS, the Project is a "real estate project" as defined in M.G.L. ch 23E, section 3A(h);





WHEREAS, The City has determined that (i) BRA is undertaking a project or making other investment that will contribute to economic revitalization of the municipality and will significantly increase employment opportunities for residents of the municipality; (ii) the special tax assessment is reasonably necessary to enable BRA' s investment in the project; and (iii) the total amount of local tax foregone is reasonably proportionate to the public benefits resulting from the special tax assessment.



• FY 2021 - 100% exemption • FY 2022 100% exemption • FY 2023 75% exemption • FY 2024 50% exemption • FY 2025 25% exemption


SPECIAL TAX ASSESSMENT AGREEMENT BY AND BETWEEN THE CITY OF BEVERLY

AND BEVERLY RESTAURANT ASSOCIATES LLC

This Special Tax Assessment Agreement ("STA") ("Agreement") is made this day of 2019, between the City of Beverly, a municipal corporation with its principal place of business at 191 Cabot Street, Beverly, Massachusetts, acting by and through its Mayor upon authorization of the Beverly City Council (the "City"), and Beverly Restaurant Associates LLC, a Massachusetts limited liability company, with its principal place of business at 50 Liberty Drive, Unit 5D, Boston, Massachusetts ("BRA"), pursuant to Mass. Gen. Laws ch. 23A.

RECITALS

WHEREAS, the City has entered into a Ground Lease Agreement (the "Lease") with BRA with an effective date of , 2019 for a portion of the City-owned real property at 1 Water Street, Beverly, MA (Parcel lD# 1-85) and located on Beverly's waterfront (hereinafter the "Subject Property" or "1 Water Street") as more specifically described in the Lease;


WHEREAS, BRA intends to invest an estimated $3,500,000 in building construction and site improvements to the Subject Property (the "Project"), including construction of an approximately 11,000 square foot restaurant and making other improvements to the Subject Property and to create up to 60 year-round jobs, and up to 125 jobs during the peak season, that will be available to residents of the ETA;

WHEREAS, BRA is seeking a STA for the Project from the City pursuant to M.G.L. c. 23A, § 3E(c);

WHEREAS, the Project is a "real estate project" as defined in M.G.L. ch 23E, section 3A(h);

WHEREAS, the City has determined that (i) BRA is undertaking a project or making other investment that will contribute to economic revitalization of the municipality and will significantly increase employment opportunities for residents of the municipality; (ii) the special tax assessment is reasonably necessary to enable BRA' s investment in the project; and (iii) the total amount of local tax foregone is reasonably proportionate to the public benefits resulting from the special tax assessment;


WHEREAS, the City is willing to enter into a STA in return for BRA's investment in this Project, the creation of up to 60 year-round jobs, redevelopment of a vacant waterfront property, as well as, the resulting improvement in the City's economy, tax base, job base, and overall business growth; and


AGREEMENT

NOW THEREFORE, in consideration of the mutual promises contracted herein, the City and BRA agree as follows:

1. The City, as authorized by the City Council at its meeting held on 2019, hereby enters into this Agreement with BRA with respect to the Subject Property, encompassing a portion of 1 Water Street (Parcel ID# 1-85) as more specifically identified and described in the Lease.

2. The Agreement will take effect only upon EACC's approval. BRA is required to submit an application to EACC for consideration and approval of the STA and the City shall submit all documents necessary for EACC's consideration and approval said application.

3. The Agreement shall be in effect for a term of five (5) fiscal years commencing on July 1, 2020 and expiring on June 30, 2026 (the "End Date").

4. The Agreement formula for the Subject Property will be calculated as prescribed in M.G.L. c. 23A, and regulated by the Massachusetts Department of Revenue. Subject to the terms and conditions of this Agreement, the tax reduction to be applied to the Subject Property is as follows:

• FY 2021 100% exemption • FY 2022 100% exemption • FY 2023 75% exemption • FY 2024 50% exemption • FY 2025 25% exemption

5. The City is granting an STA in consideration of BRA's commitment to: a. Create up to 60 new, year-round jobs by hiring residents of the Economic Target

Area (ETA), the City of Beverly, and the greater Essex County region. b. Be responsible for payment of real estate taxes as described in Item 4 above. c. Invest $3,500,000 in building construction, site development, equipment and

technology upgrades within the Project by the End Date.

6. BRA will submit annual reports on job creation, retention, and new investment with respect to the Subject Property to the Office of the Mayor by January 31 of each year for which tax exemptions are granted and enjoyed. The first of these reports are due by January 31,2021 and each year subsequent for the duration of this Agreement. The annual report must include: a. The number of permanent full-time jobs created and the number of people hired

within the ETA for the annual time period, and on a cumulative basis. b. The value of capital improvements invested by BRA in the Subject Property

annually and on a cumulative basis.

7. Should BRA fail to meet the job creation or investment and upgrade commitments as outlined under paragraph 6 of this Agreement, the City, acting through its City Council upon recommendation of the Mayor, may take action to request a reduction of the STA benefits still to be received as outlined under paragraph 5 of this Agreement as well as a reclamation of any benefits previously received by BRA. Such reduction or reclamation of benefits shall not exceed: a. The percentage which is determined by dividing the number of jobs actually

produced (as outlined in paragraph 5, section a. of the Agreement) by the total new job creation commitment of 60; or

b. The percentage which is determined by dividing the amount of investment in technology and operational upgrades (as outlined in paragraph 5, section c, of the Agreement) by the total investment commitment of $3,500,000.

c. If employment numbers after June 30, 2021 fall below 50% of 60 new jobs, the City, acting through its City Council upon the recommendation of the Mayor, shall be entitled to full reclamation of any prior benefits received by BRA under this Agreement as well as any and all costs associated with reclamation, including, but not limited to, reasonable attorneys' fees.

8. If BRA ceases to conduct business operations at the Subject Property during the term of this Agreement, this Agreement shall be immediately null and void and the City shall seek reclamation as provided in paragraph 8 of this Agreement.

9. This Agreement is not assignable in whole or in part.

10. This Agreement represents the entire and integrated Agreement between the City and BRA with regard to the subject matter hereof, and this Agreement supersedes all prior negotiations, representations, or agreements of the Parties, whether written or oral. This Agreement may be altered or amended only by written instrument signed by both the City and BRA in accordance with M.G.L. ch. 23A, section 3E(c).

11. Unless otherwise expressly provided herein, all notices and other communications required or permitted to be given pursuant to this Agreement must be in writing and be sent to the • Parties identified above by: a. First class, United States mail, postage prepaid, certified, with return receipt

requested, or b. Hand delivery to the intended address, or c. Nationally recognized overnight delivery service that provides written proof of

delivery. All such notices and other communications will be effective on the actual date of delivery, receipt, or rejection of delivery, if known, otherwise: i. In three (3) business days after deposit in United States mail in case of (a) above,

Actual delivery in case of (b) above, and The next business day in case of (c) above.

12. The law of the Commonwealth of Massachusetts shall govern the validity, interpretation, construction, and performance of this Agreement.

13. The sole and exclusive forum for determination of any question of law or fact or any dispute between the Parties shall be the Superior Court Department of the Trial Court of the Commonwealth of Massachusetts sitting in Essex County. It is the express intention of the Parties that all legal actions and proceedings related to this Agreement or to any rights or relationships of the Parties shall be solely and exclusively brought and heard in this court.

IN WITNESS WHEREOF, each of the Parties, intending to be legally bound, has executed this Agreement as a sealed instrument by their duly authorized representatives on the day and year first written above.

City of Beverly Beverly Restaurant Associates LLC

By: By: Michael P. Cahill, Mayor Martin A. Bloom, Manager


Motions and Orders: None

Reports of Committees: None

Meeting Adjourned: 7:30 PM Attest: D. Wesley Slate, Jr.

City Clerk

CITY of BEVE Y OFFICE of the MAYOR

191 Cabot Street

Beverly, Massachusetts 01915 Phone (978) 921-6000

Fax (978) 922-0285

qr '

Z019 "'", ' Mayor

Michael P Cahill

Chief of Staff Kevin Harutu /Ilan

Executive Secretary Martha A. Lewis

April 16, 2019



hereby appoint subject to your review and recommendation Mr. Marc Menard, 54 Glendale Avenue, Peabody, MA 01960 to serve as Constable in the City of Beverly for the express purpose of serving Civil Process.

Attached is Mr. Menard's application, which has been approved by Police Chief John LeLacheur.

Mr. Menard's term will be effective until April 30, 2022.

Sincerely yours,


MPC/mal

Attachment

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APPROVED:

Date: 3/ to / l9

APPLICATION FOR APPOINTMENT AS CONSTABLE IN THE CITY OF BEVERLY, MA

To: Mayor

Application is hereby made:bntler Chapter 128 of the Acts of 194forappointment as a Constable in

the City of Beverly, Massachusetts:

APPLICANT NAME t'Aci‘r N\e.Y1C:tid -^

DATE OF BIRTH 06 C, I S6 SOCIAL SECURITY # _

HOME PHONE # 'CELL PHONE # .2.) I 504 T)(2)512)

PERMANENT ADDRESS: S -1 G tevibs„te_ i4o'

Peakor:A / N A 0 1 cricio

PREVIOUS ADDRESS: tn; titze - 6 NAA008)

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REASON FOR APPOINTMENT AND. INFORMATION AS TO FITNESS!: E vit ke-1-11

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Present Employer:

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lifftletts-E-rnvitrver Cut Q i—

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WE, THE UND.ERSIGNED, (one of which must be an attorney) CONSIDER THE ApPLICANT TO BE OF GOOD MORALCHARACTER:

City of Beverly, MA

Occupation:

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Occupation:

Der m4-1 cov\sirdale.

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To:

CITY of MEDI • FFICE of the MAYOR

191 Cabot Street Beverly, Massachusetts 01915

Phone (978) 921-6000 Fax (978) 922-0285

r's •

Mayor Michael]? Cahill

Chief of Staff Kevin Harutunian


April 16, 2019



I hereby appoint subject to your review and recommendation Ms. Gabriele Mongiello, 55 Eastman Avenue, Swampscott, MA 01907 to serve as Constable in the City of Beverly for the express purpose of serving Civil Process.

Attached is Ms. Mongiello's application, which has been approved by Police Chief John LeLacheur.

Ms. Mongiello's term will be effective until April 30, 2022.

Sincerely yours


MPC/mal

Attachment

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/04cy g 5,0

Cli-A0t- h Pelf filro em e cit,0

DATE: 0/4/ APPROVED:

ice Department

444'

t

Date: 'ktrA


To: Mayor A,- ivei rakw City of Beverly, MA

Application is hereby made under Chapter 128 of the Acts of 1933 for appointment as a Constable in


/ APPLICANT NAME 6,-/b6rei(-;) 4-2 NCO DATE OF BIRTH 'c..7""k4?-."-- /6T-A2 SOCIAL SECURITY # :7

HOME PHONE # .7e/ -. CELL PHONE #

PERMANENT ADDRESS: 1 -((s-11-11ci7

cwal os- (0/7 41 e2/9a./

PREVIOUS ADDRESS: /rime

REASON FOR APPOINTMENT AND INFORMATION AS TO FITNESS: a4 76V65.‘1/

r:945-1 -21,/, 10 YIP 1 -0-ain CP7LT -1 tWita / /7/

Zia/A /eJ(;"611 J11jj4 710 r(vi7171-/' 7;5 .5"?i:/// /11 A7( tei-iy Present Employer: Occupation: From: To:

4orgcjai2:9 =l7ia5/Kze3 fra-f :77)1y- ,200/

Previous Employer: Occupation: From: To:

4. A4P. /9 ;̀7.6

WE, THE UNDERSIGNED, (one of which must be an attorney) CONSIDER THE APPLICANT TO BE OF

GOOD MORAL CHARACTER:

SIGNATURE

JaVA A

TYPE OR PRINT NAME

17\1 1N f<

Lut LA RR 17-i

7/691c2/9

CITY of itEVERLy OFFICE of the MAYOR


Phone (978) 921-6000 Fax (978) 922-0285 Mayor

Michael P cahill



April 16, 2019



hereby reappoint subject to your review and recommendation Mr. Timothy J. Rubchinuk, 4 Shorten Avenue, Beverly to serve as Constable in the City of Beverly for the express purpose of serving Civil Process.

Attached is Mr. Rubchinuk's application for reappointment, which has been approved by Police Chief John LeLacheur.

Mr. Rubchinuk's term will be effective from June 30, 2019 until June 30, 2022.

Sincerely yours,


MPC/mal

Attachment

4,1,c,ie oz

,

764

OalfrL -Dun lit Too r Tts'YJ

BeverW Police Department

DATE :O7/4'7/408 APPROVED:

Date:3 3̀•Z


To: Mayor C6J-j, 11 City of Beverly, MA

Application is hereby made under Chapter 128 of the Acts of 1933 for appointment as a Constable in


/ APPLICANT NAME t e",4b7;:yi 4 r4 DATE OF BIRTH V j.„ SOCIAL SECURITY It

HOME PHONE II CELL PHONE it 97e 9(„ Rsyy PERMANENT ADDRESS: 4/ iTi1 t Al< it-'e

PREVIOUS ADDRESS:

REASON FOR APPOINTMENT AND INFORMATION AS TO FITNESS: •Pr -,c...1,

Present Employer: Occupation: From: To:

Previous Employer: Occupation: From: To:

WE, THE UNDERSIGNED, (one of which must be ao attorney) CONSIDER THE APPLICANT TO BE OF

GOOD MORAL CHARACTER:

SIGNATURE TYPE OR PRINT NAME

.tc-‘ -17.)e4 /47; IN - 4°1 e S

Sincerely yours,

CITY of ILEVERLY OFFICE of the MAYOR


Phone (978) 921-6000 Fax (978) 922-0285

Mayor Michael]? Cahill



f

April 16, 2019



I hereby reappoint, subject to your review and recommendation, the following citizens to serve on the Cultural Council:

Mr. Michael Miller, 12 Lothrop Street, Unit 5 Mr. Andrew Houle, 41r Front Street Ms. Alison Avezzie Hanchett, 14 Smith Street

Their terms are to be effective until April 30, 2022.


Michael P. Cahill

CITY of I EYERLY OFFICE of the MAYOR


Phone (978) 921-6000 Fax (978) 922-0285 Mayor

Michael]? Cahill



April 16, 2019



I hereby appoint, subject to your review and recommendation Mr. William Beckman, 5 Penny Lane, Beverly to serve as a member of the Beverly Licensing Board. Mr. Beckman will fulfill the term of Mr. Joseph Trainor who stepped down from the Board.

His term is to be effective until June 30, 2024.

Sincerely yours,

Mayor

2K

CITY OF BEVERLY DEPARTMENT OF FINANCE i IT ' . 1)F ervERLy

191 Cabot Street •EDDRfl Beverly Massachusetts 01915

261g APR A e: 2b

Telephone 978-921-6000

Facsimile 978-921-6195

OPERATING OFFICES: Board of Assessors Office of Collections Office of Reasury Office of Accounting

April 11,2019


I request your approval to use FY2019 funds toward the payment of three (3) prior year invoices totaling $ 4,018.25. The attached invoices will be paid out of the respective department's fiscal year 2019 budget with your approval. Per MGL Chapter 44 Section 64, the required certifications have been filed with the City Auditor.

I kindly request your approval to resolve these matters. Thank you for your consideration.

Sincerely,

Bryant Ales, Finance Director

SIGNET INVOICE REMIT PAYMENT TO:

SIGNET Electronic Systems, Inc. 90 Longwater Drive, Norwell, MA 02061

Date: 10/30/2018

Invoice No: 132237

Bill to: Beverly Dept of Procurement & Contract Administration Attn: Accounts Payable

191 Cabot St

Beverly, MA 01915

Customer ID: 10-05407

Description: Work Order 131195 -System Trouble

Terms: NET Due Upon Receipt

Misc Instrs: Reference: Work Order 131195 PO Number: Dan McPherson

Description of Services Provided:

5/30 Installed cameras and tested. System now working 100 percent 4/10 Troubleshot another down camera that needs replacement 3/27 Troubleshot two of the outdoor cameras.Both are broken and needs replacement

Service at: Beverly Harbor Master 11 Cabot St Beverly, MA 01915

*Effective 4/1/2017 our corporate office has moved to 90 Longwater Drive Norwell, MA 02061.

Item Part # Description Quantity Unit Price Amount

Labor

4/10/2018 Troubleshoot/Repair 3.50 125.00 437.50

3/27/2018 Troubleshoot/Repair 1.00 125.00 125.00

5/30/2018 Troubleshoot/Repair 2.00 .125.00 250.00

,

Labor Subtotal $812,50

(Parts

5/30/2018 WARRANTY Warranty 3.00 0.00 0.00

5/30/2018 5N07084R Samsung SNO-7084R WiseNet Ill Network IR 3.00 0.00 0.00

i

Parts Subtotal $0.00

For the best in life safety system design, installation and service there is only Subtotal: $812.50

one name you need to know. For more information about our full product offering

or to speak with a SIGNET service professional, please contact

F - us at:

ac • - , visA

Sales Tax:

Payments:

$0.00

[email protected] ' •-• $0.00

800-444-9614 , ..„..:.

Serving New England with locations in Massachusetts, Rhode Island, New Hampshire and Maine Total Due: $812.50

January 7, 20101

Mr. Bryant Ayles Director of Municipal Finance City of Beverly 191 Cabot Street Beverly, MA 01915

Re: Gas supply consulting

Dear Bryant:

When we managed the competitive procurement for natural gas supply, Direct Energy was the low bidder, and on November 7, 2017, the City executed a three-year contract with Direct Energy for service to begin in December 2017. The Direct Energy bid did not include our annual consulting fee, which is $5,307 ($.015 per theun based on total annual consumption of 353,834 therms).

David Gelineau asked that I send you one invoice for FY 2018, and thereafter, one annual invoice. Enclosed please find our first invoice, originally sent on June 19, 2018, to cover the seven months in which the Direct Energy contract was effective during fiscal year 2018. Also enclosed is the second invoice for 12 months in FY 2019.

Last summer, we moved our office from Newburyport to Boston. I have enclosed an updated W-9 listing the Boston office location.

Please let me know if I can help answer any questions about our gas supply consulting fees.

Sincerely,

Susan Shortsleeve

Cc: David Gelineau

15 Court Square • Suite 740 • Boston, MA 02108 • phone: 978-882-3107

BILL TO

Mr. Bryant Ayles Director of Municipal Finance City of Beverly 191 Cabot Street Beverly, MA 01915

Seven Gas supply consulting services for the period of

$3095.75 December 2017 through June 2018

Please issue payment to Bay State Consultants, LLC

Thank you.

10 State Street • Suite 309 • Newburyport, MA 01950 • phone: 978-255-2194

espectfully Submitted,

Wee of the Citp Clerk 191 Cabot Street • Beverly, Massachusetts 01915-5849

D. Wesley Slate, Jr. Lisa E. Kent

City Clerk Assistant City Clerk

Tel 978-605-2326 Tel 978-605-2325

Fax 978-921-8511

Date: March 20, 2019

To: Carol Augulewicz, City Auditor

Pursuant io Massachusetts General Law Chapter 44 Section 64, and in relation to prior year invoices that were unpaid in the year that services were received, I, D. Wesley Slate, Jr. hereby state under the penalties of perjury that the services for which the attached bill from Brett Bauer, totaling $110.00 were ordered under the authority of my department and by approval of the Chair of the Beverly Harbor Management Authority, and that such services were delivered and actually received by the City.

D. Wesley Slate, Jr. City Clerk

Brett Bauer 13 Congress St

Beverly, MA 01915 503-679-09113

Vendor\ # 40440

f:q2

I

1t119 i4P,R 20 P V 3

I I I' .A.q.) (1! • . T .11

Date of Invoice 3/20/2019

Beverly Harbor Management Authority Beverly City Hall 191 Cabot Street Beverly, MA 01915

INVOICE # 190320-1

DATE BOARD HOURS PER HOUR TOTAL 5/16/2018 BHIVIA .75 $40.00 $30.00 6/20/2018 BHMA 2 $40.00 $80.00 TOTALS

$110.00

THE COMMONWEALTH OF MASSACHUSETTS

CITY of BEVERLY

APPLICATION FOR LICENSE (GENERAL)

PAWNBROKERS PERMIT

TO THE LICENSING AUTHORITIES:

The undersigned hereby applies for a License in accordance with the provisions

%" c7 A / a/0 raik

No.

c.1-f."1. BrVE.RL'?

, CI_LOS OFF1CL

ZOO PPR -3 A to, (1(1

of the Statutes relating thereto

(Full name of person, firm or corporation making application)

STATE CLEARLY PURPOSE FOR WHICH LICENSE IS REQUESTED

To

GIVE LOCATION BY STREET AND NUMBER

At /gr ei,/e2,

Mn

in said said City of e-Ua Town

in accordance with the rules and regulations made under authority of said Statutes.

I certify under the penalties of perjury that I, to my best knowledge and belief, have filed all state tax returns and paid all state taxes required under law.

za *signatnreopindividual

or Corporate Mame (Mandatory) By: Corporate Officer

(Mandatory, if Applicable)

This license will not be issued unless this certification clause is signed by the applicant.

** Your social security number will be furnished to the Massachusetts Department of Revenue to determine whether you have met tax filing or tax payment obligations. Licensees who fail to correct their non-filing or delinquency will be subject to license suspension or revocation. This request is made under the authority of Mass. G.L. c. 62C s. 49A.

nia Za I/0 n nyQki Signature al Applicant

P.M

Address

Approved

Licence Granted

FORM 460 Qum HOBBS 8, WARREN .

Received

AM Hour

Miranda P. Gooding [email protected] Direct Dial (978) 720-3122

LOVS Y Counselors-at-Law

I 'T. OF I-?L.Y

Lic4 Arn P 13

April 4, 2019

BY HAND

Beverly City Council Beverly City Hall 191 Cabot Street Beverly, MA 01915

Re: 268B Cabot Street - Request for Approval of National Grid Easement

Dear Honorable Council:

This letter is submitted on behalf of Overlook Cabot LLC ("Overlook"), the owner of the property at 268B Cabot Street (the "Property"), to request approval for the City to grant an underground utility easement in favor of Massachusetts Electric Company in the Pond-Chapman Municipal Parking Lot, that is needed to relocate an existing pole and overhead electric wires underground. A copy of the proposed Easement is attached to this correspondence, along with a copy of the existing conditions/demolition plan and photographs illustzating the location of the utility line in question.

As background, Overlook received Site Plan approval in 2018 for the construction of a mixed-use addition at the rear of the Property. The approved Site Plan proposed to relocate of the existing above-ground wires underground, at Overlook's expense. This plan was reviewed with the Engineering Department and by the Planning Board as part of the Site Plan process and there was agreement that relocating the wires below ground would be beneficial and desirable for the project, as well as for the City's parking lot.

National Grid staff have informed the contractor for the project that an easement from the City is required before National Grid will relocate the utility line (apparently there is no easement of record for the existing pole line which serves multiple commercial properties adjoining the parking lot). Accordingly, we now request the Council to approve the Grant of Easement to Massachusetts Electric in substantially the faun submitted with this letter, and offer the following items in support of this request:

(m"" ight Washington Street Beverly, MA 01915 Tel: 978.922.5000 www.glovsky.com

.

iranda P':.0Coding

Beverly City Council April 4, 2019 Page 2

• The relocation work will be done at the sole cost and expense of Overlook; • Burying this line underground will eliminate the unsightly overhead line and

remove the existing utility pole, improving the appearance and functionality of the City's parking lot without detracting from its current operations;

• Burying the line will increase the reliability of service and minimize weather disruptions; and

• The line will be buried adjacent to an existing underground utility corridor and will cause minimal disruption to the operation of the municipal lot.

We suggest the following proposed Orders, prepared by the City Solicitor's office, for the Council's adoption:

Be it ordered by the City Council of the City of Beverly as follows: The City of Beverly hereby conveys to Massachusetts Electric Company a permanent utility easement that will traverse the public parking lot located at 10 Pond Street, as set forth in the written easement and plan attached to this Order;

Be it further ordered that the Mayor be authorized to execute, record and revise, if necessary, any documents necessary to convey this easement for the City.

Thank you for your consideration of this request. Should you require any further information, please do IVA hesitate to contact me.

MPG/Enclosures cc: Kevin Corridan, Assistant City Solicitor

(00187570-1

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Bev

GRANT OF EASEMENT

THE CITY OF BEVERLY, a body politic duly organized under the laws of the Commonwealth of Massachusetts, of Beverly, Massachusetts 01915 (hereinafter referred to as the Grantor), for consideration of One ($1.00) Dollar, grants to MASSACHUSETTS ELECTRIC COMPANY, a Massachusetts corporation with its usual place of business at 40 Sylvan Road, Waltham, Massachusetts 02451 (hereinafter refeiTed to as the Grantee) with quitclaim covenants, the perpetual right and easement to install, construct, reconstruct, repair, replace, add to, maintain and operate for the transmission of high and low voltage electric current and for the transmission of intelligence, an "UNDERGROUND ELECTRIC DISTRIBUTION SYSTEM" (hereinafter referred to as the "UNDERGROUND SYSTEM") located in Beverly, Essex County, Massachusetts, consisting of lines of buried wires and cables and lines of wires and cables installed in underground conduits, together with all equipment and appurtenances thereto for the transmission of intelligence and the furnishing of electric service to the herein described premises and to service others, and without limiting the generality of the foregoing, but specifically including the following equipment; nudely: manholes, manhole openings, bollards, handholes, junction boxes, transformers, transformer vaults, padmounts, padmount transformers and all housings, connectors, switches, conduits, cables and wires all located within the easement area of the hereinafter described property.

Said "UNDERGROUND SYSTEM" is located in, through, under, over, across and upon a parcel of land situated on the southerly side of Pond Street and off the easterly side of Chapman Street, being more particularly shown as 40,111 sq. ft. on a Plan of Land recorded with Plan No. 267 of 1955.

WR# 25716806 Address of Grantee: After recording return to: Mass El. — 40 Sylvan Road, Waltham, Massachusetts 02451 Carol Barrows

National Grid USA Service Company, Inc.

05 BEVEMA GEN 40 Sylvan Road Waltham, MA 02451

And further, said "UNDERGROUND SYSTEM" (locations of the electrical equipment and other facilities on the hereinbefore referred to premises of the Grantor) is approximately shown on a sketch entitled: "NationalGrid, Peter Lutts Overlook Cabot, LLC, 268-274 Cabot' Street Beverly, MA 01915," Date December 12, 2018, Drawn By: S. Mahabier, Work Request: 25716806, a reduced copy of said sketch is attached hereto as "Exhibit A", copies of which are in the possession of the Grantor and Grantee herein, but the final definitive locations of said "UNDERGROUND SYSTEM" shall become established by and upon the installation and erection thereof by the Grantee.

Also with the further perpetual right and easement from time to time to pass and repass over, across and upon said land of the Grantor as is reasonable and necessary in order to renew, replace, repair, remove, add to, maintain, operate, patrol and otherwise change said "UNDERGROUND SYS IEM" and each and every part thereof and to make such other excavation or excavations as may be reasonably necessary in the opinion and judgment of the Grantee, its successors and assigns, and to clear and keep cleared the portions and areas of the premises wherein the "UNDERGROUND SYSTEM" is located as shown on the sketch herein referred to, of such trees, shrubs, bushes, above ground and below ground structures, objects and surfaces, as may in the opinion and judgment of the Grantee interfere with the safe and efficient operation and maintenance of the "UNDERGROUND SYSTEM" and other related electrical equipment. However, said Grantee, its successors and assigns, will properly backfill said excavation or excavations and restore the surface of the land to as reasonably good condition as said surface was in immediately prior to the excavation or excavations thereof.

If said herein referred to locations as approximately shown on the sketch herein also referred to are unsuitable for the purposes of the Grantee, its successors and assigns, then said locations may be changed to areas mutually satisfactory to both the Grantor and the Grantee herein; and further, said newly agreed to locations shall be indicated and shown on the sketch above referred to by proper amendment or amendments thereto. The Grantor, for itself, its successors and assigns, covenant and agrees with the Grantee, for itself, its successors and assigns, that this Grant of Easement and the location of the Underground System may not be changed or modified without the written consent of the Grantee, its successors and assigns, which consent may be withheld by the Grantee in its sole discretion.

WR# 25716806

It is the intention of the Grantor to grant to the Grantee, its successors and assigns, all the rights and easements aforesaid and any and all additional and/or incidental rights needed to install, erect, maintain and operate within the Grantor's land an "UNDERGROUND SYSTEM" for the transmission of intelligence and for supplying electric service for the building, buildings or proposed buildings shown on the last herein refened to sketch or amended sketch and the right to service others from said "UNDERGROUND SYSTEM".

It is agreed that said "UNDERGROUND SYSTEM" and all necessary appurtenances thereto, shall remain the property of the Grantee, its successors and assigns, and that the Grantee, its successors and assigns, shall pay all taxes assessed thereon.

For Grantor's title, see deed dated March 15, 1955, recorded with the Essex South County Registry of Deeds in Book 4157, Page 360.

WR# 25716806

IN WITNESS, WHEREOF, the City of Beverly has caused its seal to be hereto affixed and these presents to be signed in its name and behalf by Michael P. Cahill, Mayor being thereto duly authorized this day of , 201 .

THE CITY OF BEVERLY

,By: MICHAEL P. CAHILL Its: Mayor

WR# 25716806 The provisions of Massachusetts General Laws, Chapter 183

Section 6B, are not applicable.

Commonwealth of Massachusetts

County of Essex} ss.

On this the day of , before me, the undersigned Day Month Year

personally, appeared Michael P. Cahill, proved to me through satisfactory evidence of identity, which was

to be the person whose name is signed on the preceding Grant of Easement, and acknowledged to me that he signed it voluntarily for its stated purpose, as Mayor for The City of Beverly.

Signature of Notary Public

Printed Name of Notary

My Commission Expires Place Notary Seal and/or Any Stamp Above

WR# 25716806 The provisions of Massachusetts General Laws, Chapter 183

Section 6B, are not applicable.

05 BEVEMA GEN

THE CITY OF BEVERLY

TO

MASSACHUSETTS ELECTRIC COMPANY

GRANT OF EASEMENT

AFTER RECORDING RETURN TO:

CAROL BARROWS NATIONAL GRID USA SERVICE COMPANY, INC. 40 SYLVAN ROAD WALTHAM, MA 02451

Approved By:

POND STREET SIDEWALic

o\''G

Existing Bldg 272 Cabot St. 0 0

0' +1-

0 0 q

Existing Building 268 Cabot St.

HH 326-3

1D3?

: 11S

108V

0

Proposed Addition

P4ri

nun. Ott

Exhibit A — Not to Scale The exact location of saidtaci ties to be established by and upon the installation and erection of the Facilities thereof.

ELECTRIC DISTRIBUTION CONSTRUCTION EASEMENT

LEGEND nationalgrid Owner(s): Address:

Peter Lutts 268-274 Cabot Street Overlook Cabot LLC Beverly, MA 01915

Proposed 2-4" PVC Conduits Encased in Concrete

Existing Manhole

Proposed Padmounted Transformer

Proposed Handhole

Date: 12-12-2018 Drawn By: S. Mahabier

DRAWING NOT TO SCALE. DISTANCES ARE APPROXIMATE

Sketch to Accompany Easement for: the Installation of 73' +/- 2-4" PVC Conduits Encased in Concrete, 1 Padmounted Transformer, 45 +/_ of 2-4" PVC Conduits to Heavy Duty Handhole and all Appurtenances in the Property of 268-274 Cabot St., Beverly, MA 01915 WR# 12-18-25716806

• -

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...LuttoLE WIDTH)

tsc

VGC 14' SIGN DETE TABLE STRIP 'STOP"

SIGN IICAP (INV

PROP. CONSTRUCTION TRAIUR 8E1100< MD STACK LIGHT AND UGHT POST (DISPOSE OF FOOTING) 11111Y PC41 TO BE REMOVED BY NATIONAL GRID

\ \\NN.

CST.O TREES TO PROP. TEMPORARY

BE REMOVED CONSTRUCTION FENCE

\\

NN

(PROMDE TEMPORARY LIGHTING FOR MUNICIPAL PARKING LOT ALONG MICE) RELOCATE OVERHEAD IMRE TO UNDERGROUND CONDUIT (COORDINATE 88Th NATIONAL GRID)

pl

N/F OVERLOOK CABOT, U.0 272 CABOT STREET DEED BOOK 359E14, PAGE 311 / /

/o. ENSURE FIRE ESCAPE IS NOT OBSTRUCTED (COORDINATE WITH ARCHITECT)

N/F CITY OF BEVERLY 10 POND STREET REMOVE DECK AND BUILDING OVERHANGS (COORDINATE MTH ARCHITECT)

DOSE CITY PARKING SPACES 161-65 INACCESSIBLE DURING CONSTRUCTION EASEMENT TO BE EXTINGUISHED N/F OVERLOOK CABOT, LIG 268 CABOT STREET DEED BOOK 35984, PAGE 311

AT KIOSK' PROP. TEMPORARY CONSTRUCTION EASEMENT 2,050k sr. (COORDINATE WITH CITY OF BEVERLY) PROP. MULCH SOCK

REMOVE AND STACK UGHT AND LIGHT POLE (DISPOSE Of FOOTING) SIGN a. 'HANDICAP PARKING'

(Yr° SIGN 'HANDICAP PARKING"

MAINTENANCE EASEMENT OK 6949, PG 800) PLANTING AREA

N/F JAMES R. PEARSON 266 CABOT STREET DEED BOOK 7709, PAGE 275

CATCH BASIN GRATE CATCH BASIN 0 SILT SACK

CATCH BASIN GRATE SILT SACK PLAN SCALE: I" 10' Er-vivel

ammitawl mum Numme, mem

0 5 10 DVANS" RESTRAINT 20

rrnnn.

NOTES: I. INSTALL SOT SACKS IN FASTING CATCH BASINS. INSTALL SILT SACKS IN NEW CATCH BASINS AFTER INSTALLATION. 2. GRATES TO BE PLACED WIER SILT SACKS. 1" REBAR FOR 3. SILTSACK SHALL BE INSPECTED PERIODICALLY AND BAG REMOVAL AFTER ALL STORM EVERTS MD CLEANING OR REPLACEMENT SHALL BE PERFORMED WHEN DEPTH OF SEDINSIT IS YJTHIN r OF GRATE. ELAN. CII T C` A PI/ crnitirL, TO All

' The Commonwealth of Massachusetts

City of Beverly

APPLICATION FOR SECOND HAND JUNK DEALERS LICENSE

FEE: $100.00

Date:

To the Licensing Authorities

The undersigned hereby applies for a License in accordance with the provision of the Stakytes_. "

relating thereto ,

(4/7 yao

, :71 r—

CII /A/ C

(Full Name of person, firm or corporation making application)

Give Location

By Street Address

*Items to be Sold

In said City of Beverly in

Owner's Name

Address

Phone Number

Email Address

l/ / • " — tac a04•ef .c,i / 7/Z7/..r/cZe4

accordance with the rules and regulations made under authority of said Statutes

• I na lei 71- ilu a "7 /

4/09` Je/-&•-ec or- )e-f,re' /71/1 - 0,477j —

992

co-s4,0,i/e_2(y. ed-44r

I certify under the penalties of perjury that I, to my best knowledge and belief, have:filed all

state tax returns and paid all state taxes required under law.

4 7/a ZaV • di a /7 ya

*Signature of Individual_otrarnrr_ato Name (Mandatory) By: Corporate Officer (Mandatory, if Applicable)

ntification Number

• This license will not be issued unless. this certification clause is signed by the applicant

** Your Social Security number will be furnished to the Massachusetts Department of Revenue to determine whether you have met tax

filing or tax payment obligations. Licensees who fail to correct their non-filing or delinquency will be subject to license suspension or

revocation. This request is made under the authority of Mass. G.L c. 62C s.49A.

Signature of Applicant:

Address

License Granted

Received

Approved

tP2 ! 0 40 CITY OF BEVERLY

APPLICATION FOR PERMIT TO MAINTAIN SANDWICH

P

Revised October, 2017

OARD SIGN

FILE ONE (I) COPY OF THE COMPLETED APPLICATION FORM AND ALL REQUIRED ATTACHMENTS WITH CITY CLERK

AFTER OBTAINING AUTHORIZATION FROM THE my COUNCIL, THE APPLICANT MUST OBTAIN A SIGN PERMIT FROM THE BUILDING INSPECTOR BERFORE ERECTING ANY SIGN

APPLICATION FEE: $50.00

COMPLETELY FILL OUT APPLICATION

i\krvi- C(‘ qiA_ Name of Sign/Business Owner: I

Street: G ( a lAt. CIA an La' City: 6.e.X/02-r-tt./ State:PM- Zip: 0 (

Telephone #:T7 (f.-F2K- 01 63 (h) 9,7 --9s 2- I —0 ytt Cc_v)(0) .q F—F2E"— 016.3 (cell)

Does applicant own the property where sign will be located? Yes No

If not, Name of Property Owner: U OV Se_ e.

Street: ( Cr-115-e- ST-. City: AN.Anc)ite.C-kr State: K.4 Zip: 0 I os—

Telephone #: 1 2- S-2i9 (h) (o) q7e- s-o 0- 6-7 g7(ccio

Name of Sign Manufacturer: V)Lk,‘, ( Ct. . Street: ((S24. StoAd4,a(io1/4,)-Dr city: A-(441;1 state:T5(- Zip: 7ff. 75(1

Permit Issued: Expiration Date:

Permit #:

1.Address Where Sign Will Be Located: 2_ W -84 2. Name of Road Sign Will Face: W e-S

3. Name of Business/Establishment to''be Adveitised: kA)1 ( c( 0 aufS. Fo g?ire e roer b04,4

4. Text of Sign (each face):

ATTACH THE FOLLOWING:

I-

a. Color sketch of sign (indicate lettering type, colors, materials, and dimensions) b. Photographs showing storefront, building(s), other existing signs, abutting properties, and the

streetscape surrounding proposed sign location. c. Sketch of proposed sign location (drawn to scale) d. Proof of liability insurance in the amount of Two Hundred Dollars ($200.00) e. Copy of application form .filed with the Design Review Board f. Copy of approval letter from the Design Review Board g. Copies of all variances obtained from the Zoning Board of Appeals, if any

I certify that to the best of my knowledge and belief that the information in this application is true and complete.

3(t-71(? Date

Signature of Sign/Business Owner of Representative

ignature of Prop wner (if different)

Date

Space below line for official use only.

Received by: Date:

Amount paid:

Sincerely,

Emily Hutchings Associate Planner

CITY of BEVERLY DESIGN REVIEW BOARD

191 Cabot Street

Beverly Massachusetts 01915

Phone (978) 921-6000 Fax (978) 921-6187

, F

I •

Mayor Michael P. Cahill

Chairperson Sandra Cook

ildenibers Ellen Flannel), Emily Hutchings Caroline Baird Mason Rachel Poor Joel Margolis Matthew Ulrich

April 5, 2019

Tammy Marciano 6 1/2 Mechanic Street Beverly, MA 01915

RE: Sign Recommendation — 12 West Street — Wild Oats Health Food Store

At the April 4, 2019 meeting of the Beverly Design Review Board (the "Board"), members of the Board reviewed an application for one sandwich board sign for the above-referenced location. The proposed sandwich board sign will be 42"H x 24"W, and will contain plastic. The sandwich board sign will have blue and green lettering on a white background, and will describe various products sold in the store. At the conclusion of the discussion, the Board unanimously voted to recommend the City Council approve the proposed sandwich board sign (pleased see attached).

Your next step is to complete an application for a Sandwich Board Sign Permit with the City Council. Please contact Wes Slate, City Clerk, at the City Clerk's Office at 191 Cabot Street for additional information.

Please do not hesitate to contact me at 978-921-6000 if you have questions or concerns.

CC: File Christine Eng Wes Slate Daniel Senecal (property owner)

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BUSINESSOWNERS RENEWAL CERTIFICATE

Renewal -

POLICY NO: 8008030007133

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IPLIA! OF 8008030007133

Agency Code : 2 0 7 5

ACCOUNT NUMBER: NAMED INSURED AND MAILING ADDRESS

AGENCY AND MAILING ADDRE,5$ Wr.T.TT 0,,Mew 72TaTTI, Tiesofte,

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12 WEST ST BEVERLY,MA 01915

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271 CABOT STREET BEVERLY, MA 01915

POLICY PERIOD: FROM 08/01/2018 TO 08/01/2019 AT 1201 AM STANDARD TIME AT YOUR MAILING ADDRESS SHOWN Aonlic

THE NAMED INSURED IS: individual- -

IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL TERMS OF THIS POLICY, WE AGREE '4!

WITH YOU TO PROVIDE THE INSURANCE AS STATED IN THIS POLICY.

DESCRIBED PREMISES Prem. Bldg.

No. No. Premises Address: 1 12 WEST ST, Beverly, MA 01915

SECTION I — PROPERTY ,

Business ,

Type Of Property

--- - Personal

(Building Or Busigtass And

Actual Cash Value Of

Automatic incr-ease Bldg.

Property — Seasonal

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Prem. bldg. Classification versonai bldg. Option Limit Increase Limit Of

No. No. No. Property) (Yes Or No) (Percentage)** (Percentage) Insurance* Premium 1 1 1 Business No % 25% $20,000 $192

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US DEC 1000 12 15 Pap 1 of 4

I Premium for Endorsements 104 I J

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RENEWAL CERTIFICATE

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POLICY NO: 8008030007133 INSURED: WILD OATS HEALTH FOOD STORE

EFFECTIVE DATE: 08/01/2018 AGENT: CLEMENT C ARCHER INS. AGCY, INC.

Location: 1

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Liability Premium 156

Coverage

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US DEC 1000 12 15

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DESIGN REVIEW BOARD

Revised October, 2017

CITY OF BEVERLY

I-68TM fr.111-1N9 * Complete this application form, including signature from the Associate Planner. • File EIGHT (8) COPIES of the completed application: application form and plans, sketches and photographs with

the Planning Department e Please Note: An APPLICATION FEE of $2.00 per square foot must be submitted at the time of filing. • Attend the Design Review Board meeting to discuss your sign proposal.

COMPLETELY FILL OUT APPLICATION

Applicant's Name

Strt I)

Telephone: Home

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Business d(W oats 14e_ct. (14 r(

state fv rt. Zip (4-.

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Address _ 11 c7 (1 -1 e‘e. 14.0 1:0 (.„:3 4-1 A r.-1 •0 7 -1--1 "1- 1 Pon P /

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I. Address where sign will be located

2. Zoning District 'C,

12 UU el*

3. Length of primary facade /

4 Distance of building kern Public iMiv

Name-of road(s) sign(s) is intended to face vQ0S S-4-. 6. Number of establishments in building or complex

7. Type of sign(s): A. WAN Sign (primary fai.-4,1::,) R. Wall Sign. (secondary facade) C. Freestanding Sign D. Projecting Sign

8. Size of Sign(s): (Circle Letter) A,B,C,D,E,F,G,H (Circle Letter)

E. Awning Sign F. Window Sign G. 'Iandwich Board Sign _ . H. ' Other (explain)

Lí r '

Window Signs Only Size of Window Height: - Length:

9. Heigr6f Letters: A, Ri C, D, E, F, G, H _ (Circie Letter) A, B, C, D, E, F, G, H (Circle Letter)

S.

10.Hei4f Sign(s): A, B, C, D, E, F, G, H: Highest Point: (Circle Letter) A, B, C, D, E, F, 0, H: Highest Point: (Circle Letter)

Lowest Point:

Lowest Point:

11.Sign(s) to be constructed of: t

12.Text of Sign(s): $4ce /

pro oc <GIN% 6(.44 ct-re A C. eraz r / , A

13.Type of Illumination, Circle One: External Internal No Illumination

14.Color Scheme: Letters f LL Backar ound LD I iL

ATTACH THE FOLLOWING:

a. sketch of sign in color (indicate lettering type, colors, materials, and dimensions), b. site plan (for freestanding sign only) -

c. photograph (indicating existing building)

I cefify that to the best of my knowledge and belief that the information in this application is true and complete.

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Property owner's signature Of different)

Print 'name of sign owner or representative

Signattreofi,n ciwirisia or presemativ Date

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(Aort.,CG ctik 0 "3(7:1 ( Date

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To be reviewed and checked by the Associate Planner before submission to Design Review Board

I have reviewed this application and the attached plan and have determined that the proposed signage o complies with Zoning Ordinance. o requires a special permit(s). 0 has received the, required special pcliat

Associate Planner, Beverly Planning Department

Space below for official use only

Received by: Date:

Amount paid:

Date

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STORE J ESTABLISHMENT .

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Applicants must sketch 'in pmposed location of sandwich board tip. as well as any poles, hydrants, trees, or other features within the public right of way adjacent to the 1

establishment. Applie-Ant must also provide exact measurements, in inches, for distances between proposed sandwich board sign and building(s), poles, hydrants, trees and all other features within the public or private right of way/Sidewalk adjacent to the establishment.

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Signs • Magnetics • Banners • Stickers & Decals • License Plates • Stakes & Frames • Custom Flags • Shirts • More. •

PROMO .APPLIED: 25% OFF ALL PRODUCTS!* Ships Next Bay!**

Sandwich Board Blank

Quantity-Price Breakdown

Quantity I 5 and up

Pricelltem $42.35 546.40

Quantity Price

1 $ 42.35 Each

Product Details

Shop All A-frames

• Durable plastic collapsible sign holder

• Dimensions: 46"h x 25'w x 3"d (when collapsed)

• Weight: 18 lbs (additional 10 lbs when filled with ballast)

• Material: Rugged Polystyrene Plastic

• Easily attach two 36"h x 24"w corrugated plastic signs

• Molded handle for easy portability

• Ballast holes allow for added stability (can add sand or water)

• For Indoor/Outdoor Use

Includes:

• Sandwich Board Blank

▪ Funnel

• (12) Velcro squares

Signs sold separately

I Submit

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CITY OF BEVERLY rITT 9F Br YE-PL.(

SIDEWALK DINING PERMITTING PROGRAM . I.

APPLICATION APP 1 SECTION 1: APPLICANT INFORMATIOZ7

NAME OF INDIVIDUAL SUBMII IING APPLICATION: M I K.q APPLICANT "DOING BUSINESS AS":

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BUSINESS ADDRESS OF APPLICANT: 1112,.4~t ± e e l tIA

(STREET)

(CITY) (STATE)

ADDRESS OF APPLIC NT (IF DIFFEREV T BUSINESS ADDRESS):

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APPLICANTS EMAIL DRESS: oni icg_61-mon , U.Sci e,1° to 4 7m ;1.4044 APPLICANT'S PHONE NUMBER: ej-g. - si421 - 33 RELATIONSHIP OF APPLICANT TO BUSINESS OWNER: I IS Y1 CS

SECTION 2: PROPERTY OWNER INFORMATION (ONLY COMXLETE IF THE APPLICANT IS NOT THE PROPERTY OWNER)

ORTYCtE0 CiGrR: j )41 --L LAC1C700 NAME OF PROPERTY OWNER: K MAILING ADDRESS OF PR s+ .

(STREET)

(CIT'Y) ,„ PHONE NUMBER OF PROPERTY OWNER:10A (STATE)1b - . (.:04Q &DAC EMAIL ADDRESS OF PROPERTY OWNER:

SECTION 3: PARTICIPATING RESTAURANTS NAME OF PARTICIPA'pING,RE ,STAURANT: v--;4-ciee." ADDRESS: -

(STR

CURRENT FOOD LICENSE NUMBER: I •-• 5513 CURRENT LIQUOR LICENSE NUMBER: o koo

SECTION 4: INFORMATION ABOUT OPERATIONS PLAN NUMBER OF EXISTING INDOOR SEATS: NUMBER OF PROPOSED OUTDOOR SEATS: 3 44 CURRENTLY PERMI ft ED OCCUPANCY LOAD: 120 PROJECTED OCCUPANCY LOAD FOR PROPOSED SIDEWALK DINING AREA: 3 WIDTH OF SIDEWALK FROM RESTAURANT FRONT TO CURB FACE (wthout obstructions) 0.461:1-54 -- 12 tt WIDTH OF PROPOSED OUTDOOR DINING AREA: Ca bth' iq yLtgams 3' I 5 D " PROPOSED HOURS OF OPERATION: Mon: Tues: Wed: 9 Thurs: Fri: 10 Sat: L. Sun:

SECTION 5: APPLICANT CHECKLIST FOR REQUIRED SUBMISSION DOCUMENTS Completed application plus six copies Seven (7) copies of design plan and any supporting materials as described in Section VII.b.

8.5"x11" scaled plan showing precise dimensions and location of the outdoor dining area; the arrangement of outdoor dining furniture, perimeter fencing, umbrellas and any other furniture or obstruction; the width of the sidewalk available for pedestrian/wheelchair access Written description of the colors and materials to be used in the outdoor dining area accompanied by color photographs of proposed furniture materials

Proof of insurance Two hundred dollar ($200.00) bond payable to the City of Beverly Copy of organizational papers filed with the Secretary of the Commonwealth of Massachusetts

SECTION 6: APPLICANT CERTIFICATION

OlGUS—

(ZIP)

5n)tryNe..r st; 02. 1 43 (ZIP)

I, lzn CA , the applicant, certify under penalties of perjury that the above information is frue, that I have read and agree to abide by the regulations promulgated by the City of Beverly relative to the Sidewalk Dining Program, and that I have complied with all of the laws of the Commonwealth of Massachusetts relating to taxes, reporting of employees and contractors, and withholding and remitting child support.

Date: Apr 1 2 , zeli Applicants signature:

For office use only: e

Depailment: Signature Date

Health

Licensing Board

Municipal Inspections

Fire

Police

Planning and Development

CITY OF BEVERLY SIDEWALK DINING PERMITTING PROGRAM

MEMORANDUM

To: Wes Slate CC: Aaron Clausen From: Denise Descham 4tikor Date: 4-1149 Re: Monika Simon (Tartine) Request for Outdoor Dining Permit

Dear Wes,

Attached is an application for an outdoor dining permit submitted by Monika Simon, co-owner of Tartine. Ms. Simon hoped that the application would appear on the City Council's April 16 agenda.

Just so you are aware there are some remaining questions regarding the plan for the outdoor dining area as expressed by at least one department head. The questions will be communicated to Ms. Simon as soon as possible in the hope that they can be addressed prior to the next City Council meeting.

I will make you aware as soon as the questions have been addressed.

Denise

ghe aommonwea //ksoweiumett&

(kr-P-aa.:(iyged amino-neveakk flute, ,c_Zees- oto,z J.emackteettsi a WSS

William Francis Galvin Secretary of the Commonwealth

Date: June 10, 2016

To Whom It May Concern:

I hereby certify that a certificate of organization of Limited Liability Company was filed

in this office by

TA TINE, LILC

in accordance with the provisions of Massachusetts General Laws, Chapter 156C, on

January 11, 2016.

I further certify that said Limited Liability Company has not filed a Certificate of Cancellation;

that said Limited Liability Company has not been administratively dissolved; and that, so far as

appears of record, said Limited Liability CompanY has legal existence.

In testimony of which,

I have hereunto affixed the

Great Seal of the Commonwealth

on the date first above written.

Secretary of the Commonwealth

Certificate N.um ben 16069880510

Verify this Certificate at: http://corp,sec.state.ma.us/ColpWeb/Certificates/Verify.aspx

Processed by: jrau

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE

.7":• - /(.../

City of Beverly

191 Cabot St

Beverly, MA 01915

! cio ACRD CERTIFICATE OF LIABILITY INSURANCE

DATE (MWDD/YYYY) 03/28/2019

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER Phil Richard Insurance, Inc.

27 Garden Street

Unit 1B

Danvers, MA 01923

CONTACT Maureen Valeri NAME: 978-774-4338 X 103 FAX 978-774-1318 PHONE

soi N2j: (A/C. No. E-MAIL [email protected] ADDRE SS:

NAJC # INSURER(S) AFFORDING COVERAGE

INSURER A : Arbella Protection 41360

INSURED Tartine LLC

192 Cabot St

Beverly, MA 01915

INSURER B: Hartford Insurance 37478

INSURER C:

INSURER 0:

INSURER E:

INSURER F:

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTA N, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR LTR TYPE OF INSURANCE

ADDL INSD

SUBR WVO POLICY NUMBER

POLICY EFF (MM/DD/YYYY)

POLICY EXP (MM/DD/YYYY) LIMITS

A

COMMERCIAL GENERAL LIABILITY

7520061373 12/15/2018 12/15/2019 EACH OCCURRENCE $ 1,000,000

CLAIMS-MADE

OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 50,000

MED EXP (Anyone person) $ 10,000

PERSONAL & ADV INJURY $ 1,000,000

GEN'L AGGREGATE

POLICY

OTHER:

LIMIT APPLIES PRO- JECT

PER:

LOC

GENERAL AGGREGATE $ 2,000,000

PRODUCTS - COMP/OP AGO 2,000,000

A AU

— 1

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OMOBILE LIABILITY

ANY AUTO

?1/4t7rNoEsDONLY I_ HIRED . AUTOS ONLY ti

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NON-OWNED AUTOS ONLY

7520061373 12/15/2018 12/15/2019 gMacB

cIC

,/renDeNGLE LIMIT $ 1,000,000

BODILY INJURY (Per person) $

BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $

$

A V UMBRELLA LIAB

EXCESS LIAB

OCCUR

CLAIMS-MADE

4600069372 12/15/2018 12/15/2019 EACH OCCURRENCE $ 1,000,000

AGGREGATE $ 1,000,000

DED I RETENT ON $ 10,000

$ B WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below

Y / N N/A

08WECAA2HM2 04/01/2018

04/01/2019

04/01/2019

04/01/2020 /

PER ERRTUTE OTH-

E.L. EACH ACCIDENT $ 500,000

EL. DISEASE - EA EMPLOYEE $ 500,000

E.L. DISEASE - POLICY LIMIT $ 500,000

A Liquor Liability

7520061373 12/15/2018 12/15/2019 Each Occurrence Aggregate

$1,000,000 $2,000,000

DESCRIPTION OF OPERATIONS / LOCATIONS! VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

Outdoor Seating

CERTIFICATE HOLDER CANCELLATION

0 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD

/ FULL-SERVICE OUTDOOR DINING PERMIT

Pilot Program 2013

Revised May 29, 2013

City of Beverly

The City Of.Beverly encourages the development of full-service outdoor dining areas especially within the Beverly Main

Streets Downtown District to enhance the visitor and shopper experience in Beverly and to assist in improving the

economic viability of downtown businesses.

This Permit process is designed to provide a consistent set of conditions for all outdoor dining areas with food service.

All establishments interested in securing an outdoor dining permit must comply with the following:

1. The indoor and outdoor dining areas of the restaurant comprise one facility.

2. Receive approval for outdoor tables from the City of Beverly Licensing Board and the MA Alcohol Beverage

Control Commission if alcohol is to be served.

3. The design of all outdoor seating areas, including proposed tables and chairs, and containment mechanism must

be reviewed and approved by the Beverly City Council. Advertising of the restaurant name only is allowed on the

perimeter fencing; no other advertising is allowed on furniture, umbrellas, etc. unless it is either approved by

the Design Review Board or required by the Commissioner of Municipal Inspections/Buildings.

4. All furniture and perimeter fencing must be made of sturdy metal, wood or fiberglass.

5. Seating areas must be of a size large enough to accommodate safe, easy and uninterrupted pedestrian travel (a

minimum of 36'',on the sidewalk), as well as access to and from tables. A Minimum of 3' of accessible sidewalk

area must be left open for handicap access, including but not limited to pedestrian and wheelchair passage.

Since the outdoor dining area is part of the facility, the seating must comply with Architectural Access Board 521

CMR 17.00: Restaurants. Since the size of tables and seating areas may vary, the Commissioner of Buildings

reserves the right to determine whether or not adequate space exists for the creation of an outdoor dining area.

6. Plumbing inspector to confirm that there are adequate plumbing facilities to handle the increase occupant load

of the outdoor dining area.

7. All restaurants must petition the Beverly City Council for approval in accordance with the attached application

and provide a $200 bond that holds the City harmless as required in Ord. Section XXII.20 Signs, awnings, etc.

8. Restaurants must provide a minimum amount of insurance in the amount of One Million ($1,000,000.00) Dollars

per occurrence combined single limit, which shall cover any accident, injuries or damage suffered on, about or

within the Premises including the outdoor seating area or as a result of the exercise of rights granted pursuant

to this Permit. The Certificate of Insurance shall be in the name of the City of Beverly as an additional insured,

and the original Certificate shall be provided to the City Council prior to obtaining any permits.

9. All tables and chairs, as well as the surrounding area, must be maintained in a clean and safe manner.

10. All tables and chairs must be safely secured in a vandal proof manner or must be brought inside every night. The

storage or security system must be approved by the City Council.

11. Outside service of food and/or alcohol must stop at 11pm

12. Outside music and/or speakers must be turned off at 10pm

13. No smoking is allowed in the outdoor dining area.

14. Trash receptacles are not allowed in the outdoor dining area

15. The sidewalk In front of the restaurant must be swept daily and kept free of trash

16. No food preparation may be done in the outdoor dining area

17. Restaurants shall not allow doors or windows to the main restaurant facility to be left or propped open.

18. Only battery operated candles may be used on outdoor dining tables per order of the Beverly Fire Department,

19. No electrical cords may be used in the outdoor dining area

20. All outdoor dining permits will be issued to restaurants for a one-season trial period June 1 — October 15, 2013.

During this time period restaurants will be closely monitored by all appropriate City departments and agencies

to ensure that they comply with the provisions of this policy. Following completion of a satisfactory outdoor

season, the City Council via the City Clerk's office may issue an outdoor dining permit to the restaurant annually

pending submission of new permit agreement/application and all required attachments, approvals, insurance,

bonds, etc.

21, Outdoor dining permits may be revoked by the City council for non-compliance with the provisions of this

policy, or if the outdoor dining area becomes dangerous, unsafe or inaccessible to handicapped persons, or any

other breach of the permit conditions or non-compliance with city or state laws/regulations, at any time.

22. Applicant agrees to participate In a post-pilot program review and recommend changes to the full program

planned for 2014

By signing below, I certify that I have read and understand the provisions listed above and I agree to comply with all the requirements of this permit and any attached plans which are mandated by the City of Beverly.

Signed and sealed this n 4-- day of 201

Beverly City Clerk Petitioner _ < Name: kOn ; Ka (.._)i'inar) Titlet)CupeAP Business Namef1F-ftTh—a-17% Business Address:

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TARTINE ADDITION 192 Cabot Street

Beverly, MA 01915

Stool Oslo 2 AprIl 2019

I7101726M11.1.1.11.1111 OVERALL FIRST FLOOR

CODE PLAN A0.1

WALLIS STREET

ARIAS

00511160 DINING AREA: 762 SF PROPOSED DINING AREA:486 SF garAt 00511160 AREA 1.677 SF) TOTAL SEATING AREA (INCLUDES EXIT EGRESS): 5.24059

SEATING 1.4

SEASONAL OUTSIDE TOTAL

NEW SEATING MT. RESTAURANT

51 24 77 24 75

_8 34

_22 108 TOTAL SEATS

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EGRESS

EXISTING ACCESSIBLE DST THROUGH BACK OF MING RESTAURANT 75 INDOOR SEATS.] EMPLOYEES. 82 MAX OCCUPANCY

50 SO EXIT DOOR SWINGS MUST OPEN OUT <100 50 PANIC HARDWARE IS NOT REQUIRED

NATHROOMREQUIBLMENTS

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INDOOR SEATING. 75 INDOOR SEATS.] EMPLOYEES . B2 / 2.41 PER SEX FETAALE: 41/30 . RIME& 1 LAV

IX/STING HC TOILET UPSTAIRS. 1 MORE DOWNSTAIRS MALE:41/60 .1 TOILET. 1 LAY Hoisting HC upsloln)

EXISTING MC TOILET UPSTAIRS

INDOOR + OUTDOOR SEATING. 75 INDOOR SEATS +34 OUTDOOR SEA1S + 7 EMPLOYEES .4 116 / 2.58 PER SEX FEMALG 60/30 .42 TOILE1S, I LAY

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CITY of BEVERLY 191 Cabot Street

Beverly, Massachusetts 01915

Phone (978-605-2326)

OF BF VERLY

I

L]Lqpfli! P 52

FEE $ 100

Application for License to Peddle

(Under the provisions of Chapter 101, General Laws, and Amendments and additions thereto.)

This form of application must be filled out as directed, duly signed, and returned to this office with the full amount of

the fee, before a license will be issued,

CASH, CERTIFIED CHECK, REGISTERED CHECK OR MONEY ORDER: Make check payable to the City of

Beverly. Do not mail cash.

To: Beverly City Clerk's Office, 191 'Cabot Street, Beverly, MA 01915, 978-605-2326

I, the undersigned, hereby apply for a license to peddle 1-CE cr -;,41-01 (type of goods, wares, or

merchandise) in the City of Beverly. I declare that the answers to the following questions to be true and I

understand that such license, if granted, shall not authorize peddling by any person other than myself.

TYPE OF GOODS SOLD: IrCi C t/ FA , C: -Nrj 1/41/4/ .=)kt .(vV

NAME: ‘..1-s‘e..3 Aki) • SSNii OR FED 1D#: (712.. /3"

ADDRESS: (\'o Q.i.)l\ 1 A-3 c,k-

CITY:1-) i J.e_O STALL,: M c. Z113: a(ci

? DATE OF BIRTH: 0 .-- (c3\ PHO 2.2NE NO: "1 r e --' EMAR., ADDRESS: ge,-,/c--,6-6-) vic-0 -"sfit o, -ii't L'')(17

1. Do you use a motor vehicle? YES NO RegistrationNo. \i/ 2- 5- Oci 2. Have you been convicted of any offense against the laws of this state or the ordinances or by 'laws of any city or town?

YES 7, NO if yes state fully the nature of the offense, the court where convicted, data of conviction and penalty imposed. Have you had a license to peddle within the last five years? YES NO If yes, License Number

4. PuRSUANT TO 1VIASSACELSTETTS GENERAL LAW CHAP tat 62C SECTION 49A, I CERTIFY UNDER DIE PENALTIES OFPELWRY THAT I, TO TEE BEST OF MY KNOWLEDGE AND BELIEF, HAVE FILED ALL STAT.E T S AND RAM STATE TAXES REQUIRED UNDER LAW.

Signature of Applicant: 0,01

Date: (-/-

CERTIFICATE OF CHARACTER:

(Must be signed by Chief of Police of the city .or town in which applicant resides.)

I, the undersigned, of the City/Town of

hereby certify that to the best of my knowledge and belief that,

applicant, is of good repute for morals and integrity.

SIGNED: Chief of Police Date:

* Please check withJeach Community for local rules and regulation pertaining to sales from stationary or fixed

locations.

the, above named

SPECIAL MESSAGE

IF THIS VEHICLE IS NEWLY ACQUIRED, IT MUST BE INSPECTED WITHIN SEVEN (7) DAYS OF REGISTRATION.

CHANGE OF ADDRESS

STREET ADDRESS

On STATE, ZIP CODE

. Every person operating a motor vehicle shall have the Certifi-cate of Registration for the motor vehicle and for the trailer, if any, and his/her license to operate, upon his/her person or in the vehicle, in some easily accessible place.

. By law, you must report any change of address to the RMV within 30 days in writing. Address changes can be made on the RMV website: wwvv.mass.gov/rmv or by mail to: RMV, P.O. Box 55889, Boston, MA 02205-5889. Once you have reported the address change to the RIVIV, please write corrected address in box provided above.

. Return the registration plates to the RMV immediately if:

- The vehicle has been sold or junked and the registration is not going to be transferred to another vehicle. Keep a copy of the Bill of Sale, Title, and completed Reassignment of Title for your records to document the transfer.

- You move to another state and you register the vehicle in that state.

- The insurance policy is not renewed or is cancelled and there is

no plan to obtain a new policy.

Transferring Your Plates: Massachusetts law (M.G.L. Chapter 90, Section 2) allows you to transfer valid registration plates from this vehicle to a newly acquired new or used motor vehicle or trailer while you obtain insurance and a new registration. All of the following must

be met: 1.You are at least 18 years of age and you own the motor vehicle or trailer identified on this Registration Certificate; 2.You transfer

ownership of this vehicle to another person or permanently lose possession of it (such as through repossession, etc.); 3.The newly acquired vehicle is of the same vehicle type (passengdr vehicle to passenger vehicle, trailer to trailer, etc.); the same registration type (passenger to passenger, commercial to commercial); and has the same number of wheels; and, 4. The seller and buyer properly

complete the Assignment of the Certificate of Title (for the newly acquired "used" vehicle) or Certificate of Origin (if a "new" vehicle). If all of the above are met, you may operate the newly acquired vehicle with the transferred plates up to 5:00 pm of the 7th calendar day following

the date of transfer (or loss of possession). The day of transfer or loss is day #1. During those 7 days, you must carry the Bill of Sale (or the

dealer's Purchase Contract) for the newly acquired vehicle and this Registration Certificate when operating the vehicle. See FAQs About the

Seven-Day Registration Transfer Law on the RMV' s website at www.mass.gov/rmv.

Be first in line by going online at www.mass.gov/rmv Schedule a Road Test Renew Your Driver's License Renew Your Registration Pay Citations/Court Hearing Fee Replace Your Driver's License

Request a Duplicate Title Request a Duplicate Registration Change Your Address Cancel My Plate/Registration Order a Special Plate

NEED TO VISIT AN RMV k ICE?

SAVE TIME Complete Your

Application Online!

VISIT OUR VVEBSIIE FOR A FULL LIST OF AVAILABLE TRANSACTIONS

massDOT CERTIFICATE OF REGISTRATION RMV Division . MnuMuseuVemarmmOhmapomMn

mom Regtrtry of Motor Vehrdes M.G.L. Chapter 90 Section 249 makes it a crime to alter this Certificate PLATE TYPE

CON REGISTRATION NUMBER

V25097 REGISTRATION TYPE

COMMERCIAL EFFECTIVE DATE

04/10/19 EXPIRES LAST DAY OF --II,-

MONTH YEAR

12 20 TRANSACTION NUMBER

02910073070103

MFRS MODEL YEAR

1989 MAKE

GMC MODEL

FORCNT BODY STYLE/TYPE

VAN COLOR

WHITE Not valid without Official

signature of Registrar

IF VEHICLE CARRYING PASSENGERS FOR HIRE: MAXIMUM NUMBER OF PASSENGERS THAT CAN BE SEATED.

TOTAL REGISTERED WEIGHT FOR A COMMERCIAL VEHICLE OR TRAILER.

004000

VEHICLE IDENTIFICATION NUMBER

1GDGP32T2K3502699

INSURANCE COMPANY

UNITED FINANCIAL

TITLE NUMBER

BS481561

'REGISTRAR

RESIDENTIAL ADDRESS (IF DEFERENT)

NAME(S) OF OWNER(S) AND MAILING ADDRESS

WRIGHT, STEVEN J 116 COLLINS STREET DANVERS, MA 01923-3502

FEES

REGISTRATION

TITLE

SPECIAL PLATES

SALES TAX

TOTAL

160.00 0.00

0.00

0 . 00

16 0 . 0 0

MASSACHUSETTS DEPARTMENT OF TRANSPORTATION REGISTRY OF MOTOR VEHICLES DIVISION

The records of the RMV database constitute the official status of the vehicle registration. .

Important Information for Vehicle Owners

No Insurance Card Required: Massachusetts's law does not require an insurance card. The law, M.G.L. Chapter 90, Section 34A and

Chapter 175, Section 1131\ requires the vehicle's owner to maintain a compulsory motor vehicle liability insurance policy or bond for bodily injury

coverage and property damage insurance. If an insurer is identified on the face of this Registration Certificate, it is required by law to

electronically notify the RMV (Registry of Motor Vehicles) if coverage lapses. The vehicle owner is then notified by the RMV to obtain new

insurance within 10 days or the registration will be revoked. Bonds are filed with the State Treasurer office.

SPI306)T08/2018

MIR

Licensee: Crfrr ertutttunturraltil a ix aggarkitor

DIVISION OF STANDARDS

4-26-19 Expires:

Steven Wright 116 Collins Street Danvers, MA 01923 ONE ASHBURTON PLACE, BOSTON

SPECIAL STATE LICENSE Take care of your license.

Hawker or Pedler Lost license will not be replace

Fee: $60.00

W. 125321A Display $2.00

9 — 1 0-81 Date of Birth •

Above portion must be worn in a visible and conspicuous manner on outer clothing.

Date 42718

it kninun unto all to whom these presents come, that the above-named person is here licensed to go about as a HAWKER or PEDLER in all the Cities and Towns in this Comm wealth, and to sell or expose for sale or barter any meats, butter, cheese, fish, fruits, vegetabl or other goods, wares or merchandise; except jewelry, furs, wines, spirituous liquors, small ax ficial flowers or miniature flags.

This license is not valid until after the licensee has endorsed his usual signature in the s134 provided in the margin hereof, and the license is dated and stamped with the official stamp signature of the Director. The portion of the license indicating the license number, licensee's nal and the date of expiration must be worn in a visible and conspicuous manner on outer clothil otherwise he will be liable to the same penalty as if he had no license.

' /I 7

rITY OF BEVERLY , 1.1RECORPELL

ERKS OFFICE

N19 APR 1 1 P 14= I 3

Keolis Commuter Services 2019 Yearly Operational Plan, prepared in accordance with the Massachusetts Rights-of-Way Management Regulations (333 CMR 11.00), can be found at:

FDCErailroadvegetation.com NOIN4 KEOLIS Commuter Services

inim* Environmental Monitor Notice an* 2019 Yearly Operational Plan

"YOUR MUNICIPALITY" .1014 Right-of-Way Maps

The Right of Way Maps reflect those recently approved by the Commission in the Request for Determination filed by Fair Dermody Consulting Engineers. The identification on the maps of private drinking water supply wells remains an ongoing process. Please notify Fair Dermody Consulting Engineers and the Department of Agricultural Resources of any omissions. Please also review your mailing address and the ten-digit police department emergency telephone number listed in the Plan and notify us of any revisions.

The herbicide application as proposed in the 2019 Yearly Operational Plan is scheduled as follows:

Rights-of-Way 1 - 30 June 2019 Cut Stump/Basal Application 1 June - 30 November 2019 Touch-up Application 5 August - 5 September 2019 Brush Application (non-sensitive areas) 5 August - 5 September 2019

The location of signs marking the limited and no-spray zones will be verified prior to the application. Hard copies of all documents are available upon request, please email [email protected].

PUBLIC NOTICES :

LEGAL-AD #2019-327 CITY OF BEVERLY '

Be it ordained by the City Qouncll oflhe City of Beverly as follows::

" In:the yearivo thousand and :nlner : ' ." •

An !ordinance amending an ordtr hanCe entitled Chapter .28. •Elective

: Office's; ,amending Article •-.• 'An-

• nual Budget Review, and correcting section 26.18. FinandiatForecasting CoMmittee,,part'B Term of appoint-ment; N.aaancies, reversing ."eyen-

. nuinberad year" and "oddglumbered •yeaei7lo,-cerrespond with the tern*

:-- -of office of elected officials, and tWo , • year: terms for citizen rePresenta-

• : fives; ?Copies of :the 'Completed Ordi-

nance aie:On tile In the Office of the City'cletk: and are available for pub-

ic review.: : ' First Reading: Monday, 18 March

?019 ' - Second Reading: Monday; 1 April

: Ordinance to ' take effect upon .; Publication kFinal Passage.

Final Passage: Tuesday;16,April

Attest; D. Wesley Slate,:Jr. : city Clerk

er of the pity pou9pli