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HomeMy Public PortalAbout2021-05-25 TC Mtg Agenda ADDENDUM POSTED 05/21/2021 1:30PM -A Watertown Town Council Administration Building 149 Main Street Watertown, MA 02472 ELECTED OFFICIALS: Phone: 617-972-6470 TOWN COUNCIL MEETING Mark S.Sideris, TUESDAY,MAY 25, 2021 AT 6:30 P.M. Council President MEETING WILL ONLY HAVE REMOTE OPPORTUNITIES Vincent J.Piccirilli,Jr., FOR PARTICIPATION WITH PUBLIC ACCESS Vice President& AGENDA District C Councilor Caroline Bays The Town Council of the City known as the Town of Watertown held a public Councilor At Large meeting on Tuesday,May 25,2021 at 6:30 p.m. in accordance with the Governor's Anthony J.Donato, Order Suspending Certain Provisions of the Open Meeting Law, G. L. c. 30A, §20, Councilor At Large relating to the 2020 COVID-19 emergency and to avoid group congregation, this John G.Gannon, meeting had only remote opportunities for participation with public access provided Councilor At Large as follows: ACCESS INFORMATION: Anthony Palomba, A. The meeting was televised through WCATV (Watertown Cable Access Councilor At Large Television): httv://vodwcaty.ora/CablecastPublicSite/?channel=3 Angeline B.Kounelis, B. The Public was able to join the virtual meeting online: htti)s://watertown- District A Councilor ma.zoom.us/i/92991331344 Lisa J.Feltner, C. Public was able to join the virtual meeting audio only by phone: (877) 853-5257 District B Councilor or(888) 475-4499 (Toll Free) and enter Webinar ID: 929 9133 1344# D. Public was able to comment through email: vniccirilli(r watertown-ma.izov 1. ROLL CALL 2. EXECUTIVE SESSION—6:30 P.M. To Discuss Strategy with Respect to Collective Bargaining with the DPW Union, Town Hall Associates Union, Library Union, Fire Union, Police Patrol Union,Police Supervisors Union, as an Open Meeting May Have a Detrimental Effect on the Town's Bargaining Position. 3. RETURN TO SESSION—7:00 P.M. 4. PLEDGE OF ALLEGIANCE 5. PUBLIC FORUM 6. EXAMINATION OF RECORDS OF PREVIOUS MEETINGS A. Minutes of the April 13, 2021 Town Council Meeting B. Minutes of the April 27, 2021 Town Council Meeting 1 of 2 POSTED 05/21/2021 7. PRESIDENT'S REPORT 1:30PM 8. MOTIONS, ORDINANCES, ORDER, AND RESOLUTIONS A. Resolution Authorizing Acceptance and Expenditure of Gifts of Funds in the Amount of$187,253 to the Watertown Food Pantry from 799 Donors Since June 22, 2020 in Response to the COVID-19 Pandemic. B. Resolution Authorizing Acceptance and Expenditure of Gifts of Funds in the Amount of$1,400 from Watertown Savings Bank and Eversource to Offset Expenses Related to the "Saltonstall Park Concert Series." C. Resolution Approving the Acceptance of Gift of Tangible Personal Property from Ben&Jerrv's for the "Saltonstall Park Concert Series." D. Resolution Approving the Acceptance of Gift of Tangible Personal Property from the "Perfect Crime" Band for the "Saltonstall Park Concert Series." E. An Order Relative to a Temporary Construction Easement Agreement relative to Propertv at 204 Arsenal Street among Watertown Gables LLC; BP3-BOS4 85 Walnut Street LLC and the Town of Watertown and Authorizing the Town Manager to Execute the Temporary Construction Easement Agreement on Behalf of the Town; and An Order Relative to an Amendment to Grant of Easements between Watertown Gables LLC and the Town of Watertown and Authorizing the Town Manager to Execute the Amendment to Grant of Easements on Behalf of the Town 9. REPORTS OF COMMITTEES AD Hoc Committee on District D Councilor Vacancy Report Regarding the Process for Filling the District D Vacancv, Anthony J. Donato, Chair ACTION ITEM: That the full Town Council adopt the process recommended by the Ad Hoc Committee on District D Councilor Vacancy 10. NEW BUSINESS A Referral to the Committees on Rules and Ordinances and Personnel and Town Organization for Consideration of an Ordinance Establishing the Position of a Research Analyst for Appointment by the Town Council. 11. COMMUNICATIONS FROM THE TOWN MANAGER Firearms Restrictions in Zoning 12. REQUESTS FOR INFORMATION/REVIEW OF LIST OF PENDING MATTERS 13. ANNOUNCEMENTS 14. PUBLIC FORUM 15. RECESS OR ADJOURNMENT 2 of 2 TOWN COUNCIL ATTENDANCE MEETING DATE: MAY 25, 2021 PRESENT ABSENT CAROLINE BAYS X ANTHONY J. DONATO X LISA J. FELTNER ARRIVED AT 6:41 P.M. JOHN G. GANNON X ANGELINE B. KOUNELIS X ANTHONY PALOMBA X VINCENTJ. PICCIRILLI X MARK S. SIDERIS, X COUNCIL PRESIDENT TOWN COUNCIL ROLL CALL VOTE MEETING DATE: MAY 25, 2021 YES NO PRESENT ANTHONY J. DONATO X LISA J. FELTNER X JOHN G. GANNON X ANGELINE B. KOUNELIS X ANTHONY PALOMBA X VINCENTJ. PICCIRILLI, JR. X CAROLINE BAYS X MARK S. SIDERIS, X COUNCIL PRESIDENT MOTION TO ENTER EXECUTIVE SESSION TO DISCUSS STRATEGY WITH RESPECT TO COLLECTIVE BARGAINING WITH THE DPW UNION, TOWN HALL ASSOCIATES UNION, LIBRARY UNION, FIRE UNION, POLICE PATROL UNION, POLICE SUPERVISORS UNION, AS AN OPEN MEETING MAY HAVE A DETRIMENTAL EFFECT ON THE TOWN'S BARGAINING POSITION TOWN COUNCIL ROLL CALL VOTE MEETING DATE: MAY 25, 2021 YES NO PRESENT ANTHONY PALOMBA X_ VINCENTJ. PICCIRILLI, JR. X CAROLINE BAYS X_ ANTHONY J. DONATO X_ LISA J. FELTNER X_ JOHN G. GANNON X_ ANGELINE B. KOUNELIS X_ MARK S. SIDERIS, X_ COUNCIL PRESIDENT MOTION TO ACCEPT THE MINUTES OF APRIL 13, 2021 AS WRITTEN TOWN COUNCIL ROLL CALL VOTE MEETING DATE: MAY 25, 2021 YES NO PRESENT VINCENTJ. PICCIRILLI X CAROLINE BAYS X ANTHONY J. DONATO X LISA J. FELTNER X JOHN G. GANNON X ANGELINE B. KOUNELIS X ANTHONY PALOMBA X MARK S. SIDERIS, X COUNCIL PRESIDENT MOTION TO ACCEPT THE MINUTES OF APRIL 27, 2021 AS CORRECTED. TOWN COUNCIL ROLL CALL VOTE MEETING DATE: MAY 25, 2021 YES NO PRESENT CAROLINE BAYS X ANTHONY J. DONATO X LISA J. FELTNER X JOHN G. GANNON X ANGELINE B. KOUNELIS X ANTHONY PALOMBA X VINCENTJ. PICCIRILLI X MARK S. SIDERIS, X COUNCIL PRESIDENT MOTION TO AUTHORIZE THE ACCEPTANCE AND EXPENDITURE OF GIFTS OF FUNDS IN THE AMOUNT OF $187,253 TO THE WATERTOWN FOOD PANTRY FROM 799 DONORS SINCE JUNE 22, 2020 IN RESPONSE TO THE COVID-19 PANDEMIC io Watertown Town Council4 Administration Building 149 Main Street Watertown,MA 02472 ELECTED OFFICIALS: Phone: 617-972-6470 { Mark S.Sideris, 1 Council President RESOLUTION#35 2021 -R-35 Vincent J.Piccirilli,Jr., Vice President& RESOLUTION APPROVING THE ACCEPTANCE District C Councilor AND EXPENDITURE OF GIFT OF FUNDS Caroline Bays Councilor At Large Anthony Donato, WHEREAS: From time to time, this community is the beneficiary of a gift Councilor At Large donated towards improving the quality and spirit of its inhabitants' lives; and Susan G.Falkoff, Councilor At Large WHEREAS: The Watertown Food Pantry continues to receive generous support of both food and cash donations from various individuals,groups,businesses and Anthony P At Large Councilor At foundations in response to the COVID-19 pandemic; and Angeline B.Kounelis, WHEREAS: Total cash gifts of$187,253 was received from 799 donor from District A Councilor June 22,20220-April 30, 2021, and Lisa J.Feltner, District Councilor WHEREAS: Donations of$1,000 or more are are as follows: June 22,2020-April 30, 2021 724 Donors totaling$170,125 direct to Watertown Food Panntry 75 Donors totaling $17,128 per Watertown Community Foundation credit card effort. $1,000 Anonymous(4) $1,165 Employees of Odysseys Unlimited $1,000 Kathleen Dorries&William Aldridge $1,320 VHB $1,000 Law Office of Nicholas Poser $1,400 Anonymous $1,000 Francis D.David Trust $1,500 AAPC Watertown Local Chapter 78100 $1,000 Kristin Engdahl $2,000 Kenneth Leinbach $1,000 Paul Bremmer $2,000 Cambridge Savings Bank(via Friends $1,000 Monica Fall of the Watertown COA/Senior Center) $1,000 Elizabeth Grieco $2,000 Watertown Commission on Disabilities $1,000 Mark Polin $2,200 Roche Brothers/Sudbury Farms $1,000 Amanda Cunningham $2,400 Margaret and David Civetti $1,000 Three Sons Auto Body $2,925 Mary Barry Cookbook Fundraiser $1,000 Law Offices of Nicholas Poser $2,951 Gerry Missal/Walk for Hunger $1,165 Employees of Odysseys Unlimited $7,388 VHB Employees&VHB Match $1,200 Addison Gobhai $7,500 Sens Foundation $1,000 David Meshoulam $10,000 Anonymous $,1000 Laurel Schaider $1,000 Catherine Raitto j WHEREAS: Donations are used to purchase food from our partners, including the Greater Boston Food Bank,Russo's, and various local grocers; and WHEREAS: $72,542 has been expended on food and products from July 1, 2020—May 7, 2021. NOW THEREFORE BE IT RESOLVED: That the Town Council of the City known as the Town of Watertown, hereby accepts and appropriates,pursuant to Massachusetts General Laws Chapter 44, Section 53A, monetary gifts from various individuals, groups, and foundations. s%/mow/" Co�cil Member I hereby certify that at a Meeting of the Town Council for which a quorum was present,the above Resolution was adopted by a vote of_8_for,_0_against,_0_ present on May 25, 2021. Marilyn .Pronovo I, Council Clerk Mark S. idc4ris, Council President TOWN COUNCIL ROLL CALL VOTE MEETING DATE: MAY 25, 2021 YES NO PRESENT ANTHONY J. DONATO X LISA J. FELTNER X JOHN G. GANNON X ANGELINE B. KOUNELIS X ANTHONY PALOMBA X VINCENTJ. PICCIRILLI, JR. X CAROLINE BAYS X MARK S. SIDERIS, X COUNCIL PRESIDENT MOTION TO AUTHORIZE THE ACCEPTANCE AND EXPENDITURE OF THE GIFTS OF FUNDS IN THE AMOUNT OF $1,400 FROM WATERTOWN SAVINGS BANK AND EVERSOURCE TO OFFSET EXPENSES RELATED TO THE "SALTONSTALL PARK CONCERT SERIES" i Watertown Town Council Administration Building 149 Main Street H�d.E coX Watertown, MA 02472 ELECTED OFFICIALS: Phone: 617-972-6470 j a Mark S.Sideris, Council President RESOLUTION#36 2021 —R—36 Vincent J.Piccirilli,Jr., Vice President& RESOLUTION APPROVING THE ACCEPTANCE District C Councilor AND EXPENDITURE OF GIFT OF FUNDS Caroline Bays Councilor At Large WHEREAS: From time to time, this community is the beneficiary of a gift Anthony Donato, donated towards improving the quality and spirit of its inhabitants lives; and L Councilor At Large Susan it Fat ar WHEREAS: The Town's free concerts series is in its 22'year and concerts will Councilor At Large be held twelve Wednesday evenings beginning July 23rd through September 8tn from 6:30 P.M.to 8:00 P.M. at Saltonstall Park; and Anthony Palomba, Councilor At Large WHEREAS: These generous donations were given to offset expenditures Angeline B.Kounelis, related to the 2021 Saltonstall Park Concert Series,where families and guests will District A Councilor enjoy a variety of musical performances and refreshments; and Lisa J.Feltner, District B Councilor WHEREAS: Watertown Savings Bank graciously donated$900 and Eversource has graciously donated$500;these sponsorships help support the Saltonstall Park Concerts Series continue this long-standing tradition in our community. NOW THEREFORE BE IT RESOLVED: That the Town Council of the City known as the Town of Watertown, hereby accepts and appropriates,pursuant to Massachusetts General Laws Chapter 44, Section 53A, a monetary gift in the amount$1,400.00. C cil Member I hereby certify that at a Meeting of the Town Council for which a quorum was present,the above Resolution was adopted by a vote of_8_for,_0_against,_0_ prese t on May 25,2021. �- Marilyn.Pronodost, Council Clerk Mark S. Sideris, Council President j TOWN COUNCIL ROLL CALL VOTE MEETING DATE: MAY 25, 2021 YES NO PRESENT LISA J. FELTNER X JOHN G. GANNON X ANGELINE B. KOUNELIS X ANTHONY PALOMBA X VINCENTJ. PICCIRILLI, JR. X CAROLINE BAYS X ANTHONY J. DONATO X MARK S. SIDERIS, X COUNCIL PRESIDENT MOTION TO APPROVE THE ACCEPTANCE OF GIFT OF TANGIBLE PERSONAL PROPERTY FROM BEN &JERRY'S FOR THE "SALTONSTALL PARK CONCERT SERIES." Watertown Town Council Administration Building 149 Main Street Watertown,MA 02472 I ELECTED OFFICIALS: Phone: 617-972-6470 i , Mark S.Sid Councilit President RESOLUTION#37 2021—R—37 e Vincent J.Piccirilli,Jr., Vice President& RESOLUTION APPROVING THE ACCEPTANCE District C Councilor OF A GIFT OF TANGIBLE PERSONAL PROPERTY Caroline Bays Councilor At Large WHEREAS: From time to time, this community is the beneficiary of a gift Anthony Donato, donated towards improving the quality and spirit of its inhabitants' lives; and Councilor At Large Susan G.Falkoff, WHEREAS: THE Town's free concerts series is in its 22�d year and concerts Councilor At Large will be held twelve Wednesday evenings beginning June 23 through September 8th,from 6:30 P.M.to 8:00 P.M., Saltonstall Park; and Anthony Palomba, Councilor At Large WHEREAS:Ben&Jerry's Watertown will graciously donate ice cream samples Angeline B.xounelis,_ at some of the 2021 Saltonstall Park Concert Series and this sponsorship helps District A Councilor support the Saltonstall Park Concert Series continue this long-standing tradition Lisa J.Feltner, in our community. District B Councilor NOW THEREFORE BE IT RESOLVED: That the Town Council of the City known as the Town of Watertown, hereby accepts, pursuant to Massachusetts j General Laws Chapter 44, Section 53A1/2, a gift of tangible personal property generously donated by Ben&Jerry's Watertown. .tom/ a%/yw," Cou#1 Member I hereby certify that at a Meeting of the Town Council for which a quorum was present,the above Resolution was adopted by a vote of_8_for,_0_against,_0_ present on May 25,2021. Marily .Pronov st, Council Clerk Mark S Si , ouncil President i TOWN COUNCIL ROLL CALL VOTE MEETING DATE: MAY 25, 2021 YES NO PRESENT JOHN G. GANNON X ANGELINE B. KOUNELIS X ANTHONY PALOMBA X VINCENTJ. PICCIRILLI, JR. X CAROLINE BAYS X ANTHONY J. DONATO X LISA J. FELTNER X MARK S. SIDERIS, X COUNCIL PRESIDENT MOTION TO APPROVE THE ACCEPTANCE OF A GIFT OF TANGIBLE PERSONAL PROPERTY FROM THE "PERFECT CRIME" BAND FOR THE "SALTONSTALL PARK CONCERT SERIES." ' Watertown Town Council Administration Building 149 Main Street P^De Cd Watertown,MA 02472 ELECTED OFFICIALS: Phone: 617-972-6470 Mark S.Sideris, RESOLUTION#38 2021 —R—38 Council President Vincent J.Piccirilli,Jr., RESOLUTION APPROVING THE ACCEPTANCE Vice President& OF A GIFT OF TANGIBLE PERSONAL PROPERTY District C Councilor Caroline Bays WHEREAS: From time to time, this community is the beneficiary of a gift Councilor At Large donated towards improving the quality and spirit of its inhabitants' lives; and Anthony Donato, WHEREAS: The Town's free concerts series is in its 22°d year and concerts will Councilor At Large be held twelve Wednesday evenings beginning June 23rd through September 8th, Susan G.Falkoff, from 6:30 P.M.to 8:00 P.M., Saltonstall Park; and Councilor At Large WHEREAS: This generous donation of live music as a way of"paying forward" Anthony Palomba, for police, fire, first responders, health care workers, and everyone else who Councilor At Large helped us all get through the COVID pandemic was given to the 2021 Staltonstall Angeline B.Kounelis, Park Concert Series, where families and guests will enjoy a variety of mucical District A Councilor performances and refreshments; and Lisa J.Feltner, District Councilor WHEREAS: The Perfect Crime Band will graciously donate their time and talents on August 25 h at the 2021 Saltonstall Park Concert Series and this sponsorship helps support the Saltonstall Park Concert Series continue this long- standing tradition in our community. NOW THEREFORE BE IT RESOLVED: That the Town Council of the City known as the Town of Watertown, hereby accepts, pursuant to Massachusetts General Laws Chapter 44, Section 53A1/2, a gift of tangible personal property generously donated by The Perfect Crime Band. Counc' Member I hereby certify that at a Meeting of the Town Council for which a quorum was present,the above Resolution was adopted by a vote of_8_for,_0_against,_0— present on May 25,2021. Marily . Pronodost, Council Clerk Mark S. i eris, eo>uncil President TOWN COUNCIL ROLL CALL VOTE MEETING DATE: MAY 25, 2021 YES NO PRESENT ANGELINE B. KOUNELIS ANTHONY PALOMBA VINCENTJ. PICCIRILLI CAROLINE BAYS ANTHONY J. DONATO LISA J. FELTNER JOHN G. GANNON MARK S. SIDERIS, _X_ COUNCIL PRESIDENT MOTION TO APPROVE THE ORDER RELATIVE TO A TEMPORARY CONSTRUCTION EASEMENT AGREEMENT RELATIVE TO PROPERTY AT 204 ARSENAL STREET AMONG WATERTOWN GABLES LLC BP3-BOS4 85 WALNUT STREET LLC AND THE TOWN OF WATERTOWN AND TO AUTHORIZE THE TOWN MANAGER TO EXECUTE THE TEMPORARY CONSTRUCTION AGREEMENT ON BEHALF OF THE TOWN G-163tl=� Watertown Town Council Administration Building 149 Main Street P4CE CCNC� Watertown,MA 02472 ELECTED oFFIclALs: Phone: 617-972-6470 Mark S.Sideris, Council President ORDER#39 2021- O - 39 Vincent J.Piccirilli,Jr., Vice President& District C Councilor AN ORDER RELATIVE TO A TEMPORARY CONSTRUCTION EASEMENT AGREEMENT RELATIVE TO PROPERTY AT 204 Caroline Bays ARSENAL STREET AMONG WATERTOWN GABLES LLC BP3-BOS4 85 Councilor At Large WALNUT STREET LLC AND THE TOWN OF WATERTOWN AND TO Anthony J.Donato, AUTHORIZE THE TOWN MANAGER TO EXECUTE THE TEMPORARY Councilor At Large CONSTRUCTION AGREEMENT ON BEHALF OF THE TOWN John G.Gannon Councilor At Large WHEREAS: BP3-BOS4 85 Walnut Street LLC is developing property located Anthony Palomba, at 85 Walnut Street; and Councilor At Large WHEREAS: Watertown Gables LLC owns contiguous property,located at 204 Angeline B. r , District A Councilor Arsenal Street, and, in connection with the development of that property, j Watertown Gables LLC conveyed certain utility and other easements to the Lisa J.Feltner, Town of Watertown; and District B Councilor WHEREAS: There is a municipal sewer sanitary line located at 204 Arsenal Street and 85 Walnut Street, which, in connection with the development of 85 Walnut Street, will be relocated; and WHEREAS: There is pedestrian path located at 204 Arsenal Street, known as the Birch Road Pedestrian Path, which, in connection with the development of 85 Walnut Street, will be modified, and connected to publicly accessible pedestrian paths to be located at 85 Walnut Street; and I WHEREAS: BP3-BOS4 85 Walnut Street LLC requires a temporary construction easement in order to perform the work at 204 Arsenal Street for the benefit of its property at 85 Walnut Street. NOW THEREFORE BE IT ORDERED: That the Town Council agrees, in connection with the relocation of the municipal sanitary sewer line and the modification of the Birch Road Pedestrian Path, to the grant of a temporary construction easement to BP3-BOS4 85 Walnut Street LLC at the property of Watertown Gables LLC at 204 Arsenal Street. i AND FURTHER: That the Town Council hereby authorizes the Town Manager to execute a Temporary Construction Easement Agreement on behalf of the Town. 16W.1 w _ Counci Me er i I hereby certify that at a regular meeting of the Town Council for which a quorum was present,the above Resolution was adopted by a vote_8_for,_0_against, and _0_present on May 25, 2021. p e , Marilyn . Pronov t, Council Clerk Mark S. Sideris,-'Council President I UPON RECORDING RETURN TO: Michael Seiden, Esq, Greenberg Traurig, LLP 1840 Century Park East, Suite 1900 Los Angeles,CA 90067 TEMPORARY CONSTRUCTION EASEMENT AGREEMENT This Temporary Construction Easement Agreement("Agreement"),dated as of[June__],2021, is entered into by WATERTOWN GABLES LLC, a Massachusetts limited liability company (the "204 Arsenal Owner"), BP3-BOS4 85 WALNUT STREET LLC, a Delaware limited liability company (the "85 Walnut Owner" and together with the 204 Arsenal' Owner, the o "Owners" and individually each an "Owner"), and the CITY KNOWN AS THE TOWN OF WATERTOWN, a Massachusetts municipal association(the"Town'). WHEREAS,,the 204 Arsenal Owner owns the property known and numbered as 204 0 Arsenal Street,Watertown,Massachusetts more particularly described in Exhibit A attached hereto U0 (the"204 Arsenal Property"), a portion of which is registered land, as set forth in Certificate of Title No. 258028 filed with the Middlesex South Registry District of the Land Court; [NOTE: THIS DOCUMENT WILL NEED TO BE FILED WITH THE REGISTERED LAND DIVISION,AND THEN RECORDED WITH THE RECORDED LAND DIVISION. 'PHIS 00 IS ACCOMPLISHED BY MAILING THE DOC TO THE"REGISTRY OF DEEDS,ATTN: LAND COURT DIVISION", WITH A COVER LETTER WANSTRUCTIONS. THE LAND COURT WILL REQUIRE ORIGINAL CEI2'I'IFICATES OF GOOD STANDING FROM THE MA SOS FOR BOTH 204 ARSENAL OWNER AND 85 WALNUT OWNER] WHEREAS, the 85 Walnut Owner owns the property known and numbered as 85 Walnut Street, Watertown, Massachusetts more particularly described in Exhibit B attached hereto (the "85 Walnut Property" and together with the 204 Arsenal Property, the "Properties" and CD individually each a"Property"); WHEREAS, the 204 Arsenal Owner entered into that certain Grant of Easements in favor of the Town dated as of February 21, 2018 and recorded with the Middlesex South Registry of Deeds in Book 70668, Page 230 (the "Grant of Easements") whereby the 204 Arsenal Owner granted the Town certain easements including the Utility Easement and Birch Road Pedestrian o Easement set forth therein. As used in this Agreement, the terms "Utility Easement," "Birch w Road Pedestrian Easement," "Utility Easement Premises" and "Pedestrian Easement Premises"shall have the meanings ascribed to them in the Grant of Easements; (S2740580;4) 549885448 WHEREAS, there is a municipal sewer line running across portions of each of the 204 Arsenal Property (within the Utility Easement Premises) and the 85 Walnut Property (the "Existing Sewer Line"),which Existing Sewer Line benefits both Properties,as well as the Town for the benefit of properties as determined by the Town as more particularly stated in the Grant of Easements; i WHEREAS, the 85 Walnut Owner intends to redevelop the 85 Walnut Property (the "Redevelopment"); WHEREAS, in connection with the Redevelopment, the 85 Walnut Owner intends to relocate the portion of the Existing Sewer Line located on the 85 Walnut Property around the footprint of its proposed improvements (the "85W Sewer Line Relocation," and such relocated portion of the Existing Sewer Line as relocated on the 85 Walnut Property, the "Relocated 85W Sewer Line"), for which Relocated 85W Sewer Line the 85 Walnut Owner intends to enter into appropriate easements in favor of the Town; WHEREAS,in connection with the 85W Sewer Line Relocation, a portion of the Existing i Sewer Line located on the 204 Arsenal Property will be relocated in order to connect to the Relocated 85W Sewer Line; WHEREAS,in connection with the foregoing,a portion of the Existing Sewer Line located on the 204 Arsenal Property and 85 Walnut Property will be decommissioned and abandoned; WHEREAS, there is a pedestrian path located on the 204 Arsenal Property (within the Birch Road Pedestrian Easement Premises) that the 85 Walnut Owner desires to connect to publicly accessible pedestrian paths to be located on the 85 Walnut Property in connection with the Redevelopment,for which for such pedestrian paths on the 85 Walnut Property the 85 Walnut Owner intends to enter into appropriate easements in favor of the Town; and WHEREAS,the 204 Arsenal Owner and the Town agree to amend the Grant of Easements upon completion of all work incident to the foregoing relocation of the Existing Sewer Easement and tie-in of pedestrian paths, in order to reflect the Town's acceptance thereof and add the same to the Utility Easement and Utility Easement Premises and the Birch Road Pedestrian Easement and Birch Road Pedestrian Easement Premises,as applicable, and to reflect the abandomnent and removal from the Utility Easement and Utility Easement Premises of the portion of the Utility Easement Premises in which the Existing Sewer Line is so decommissioned; NOW,THEREFORE, in consideration of the foregoing, the agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the patties hereto agree as follows: f 1. Temporary Construction Easement. The 204 Arsenal Owner hereby grants to the 85 Walnut Owner a non-exclusive temporary right and easement (the "Temporary Construction Easement")to conduct the following work in the following areas,at the 85 Walnut Owner's sole cost and expense: (i) to construct and install, within the slanted-hatched area (the "Proposed Sewer Easement Area") shown as the "Proposed Sanitary Sewer Easement"on the plan tS274058o;4} 2 54988544v8 attached hereto as Exhibit C entitled "Proposed Sanitary Sewer Easement/Decommission Easement Area" (the "Sewer Line Exhibit"), a sewer line (the "Tlc-In and Relocated Line"), to tic into the adjacent portion of the Existing Sewer Line located on the 204 Arsenal Property indicated by dashed lines and the reference "Existing Sanitary Sewer Line and Easement" as shown on the Sewer Line Exhibit (the portion of such line, the"Existing 204 Sewer Line"), so as to connect to the Relocated 85W Sewer Line; and to decommission and (remove the portion of the Existing Sewer Line (the � "Abandoned Sewer Lice") on the 204 Arsenal Property within the dotted area i shown as the "Existing Sanitary Sewer Line and Easement to be Abandoned" on the Sewer Line Exhibit (tile "Decommission Easement Area"), as well as the portion of such line located within the Proposed Sewer Easement Area to the point of tie-in, and replace the same with clean fill; and (iii) to construct and install, within the area (the. "Pedestrian Connection Area") shown as "Proposed 5' Foot Pedestrian Connection and Eascment" on the plan attached hereto as Exhibit D entitled"Pedestrian Easement Area"(the"Pedestrian Connection Exhibit") a pedestrian path (the"Connecting Path") connecting the existing pedestrian path in that location on the 204 Arsenal Property(the"Existing 204 Path")with pedestrian paths (to be accessible to the public)on the 85 Walnut Property,and to install in the fence at the property line an unlocked,gated opening reasonably satisfactory to the 204 Arsenal Owner and the Town. The Connecting Path shall be consistent in materials and design with the Connecting Path and reasonably satisfactory to the 204 Arsenal Owner. 2. Construction. All work and installations under the Tcmporary Construction Easement shall be in accordance with all applicable laws,ordinances,rules and orders,shall be carried out in a good and workmanlike manner, shall comply with all requirements of the Town for the Town's acceptance of the same and for the Town to enter into the amendment of the Grant of Easements contemplated herein, and shall otherwise be reasonably satisfactory to the Town and the 204 Arsenal Owner. Work shall commence not later than [outside(late], with not less than ten(10)business days' prior written notice to 204 Arsenal Owner, shall be prosecuted continuously and with reasonable speed consistent with good construction practices, and shall be completed not later than [th(ration]t after such commencement, subject, in each case, to Force Majeure as provided below, if applicable. Work shall be conducted so as to minimize noise,without interference to use of the 204 Arsenal Property, and without interruption in the use and operation of the Existing Sewer Line and the Existing 204 Path except for such unavoidable and limited interruption as shall be reasonably acceptable to the Town and the 204 Arsenal Owner. The 85 Walnut Owner shall be responsible for removing and replacing the existing wall, fencing, landscaping, pavement and other work related to the decommissioning of the Abandoned Sewer Line in the Decommission Easement Area, for installing landscaping and otherwise restoring the Proposed Sewer Easement Area, the Decommission Easement Area and the Pedestrian Connection Area(collectively,the"Easement Areas")and any damage to the 204 Arsenal NTD:Timing to be proposed following Town sign off on this agreement. (s2740580;4) 3 54988544v8 i I Property to its or their condition prior to the commencement of work under the Temporary Construction Easement(and in the case of landscaping in accordance with a plan for the initial installation of landscaping to be approved in writing by the 204 Arsenal Owner, which approval shall not be unreasonably withheld or delayed). For the avoidance of doubt,the Temporary Construction Easement confers no right to use any portion of the 204 Arsenal Property other than the Easement Areas, each for the applicable work described above, and all staging and laydown areas shall be located on the 85 Walnut Property. 3. Town Accentance: Amendment to Grant of Easements. Upon completion of the work permitted under this Temporary Construction Easement to the reasonable satisfaction of the Town and the 204 Arsenal Owner, the Town agrees to accept the same and the Town and the 204 Arsenal Owner shall promptly enter into and record an Amendment to Grant of Easements in the form pre-approved by the Town and the 204 Arsenal Owner prior to entering into this Agreement (subject to any changes therein mutually acceptable to the Town and the 204 Arsenal Owner(which changes shall not adversely affect the 85 Walnut Property in any material respect)) as contemplated in the final Whereas clause of the preamble hereto. j 4. Mechanics' Liens, The 85 Walnut Owner shall be responsible for payment for all work it undertakes pursuant to the Temporary Construction Easement and shall keep the 204 Arsenal Property free and clear of mechanics' and other liens attributable thereto. S. Force Maieure.. In case either Owner is prevented or delayed from making any repairs, alterations or improvements,or performing any other covenant or duty to be performed by such party, by reason of any cause reasonably beyond the performing party's control, including any labor dispute,such as but not limited to any strike or lockout,that affects the construction industry in the Town of Watertown, Massachusetts generally; or any breakdown or accident; or any permitting or other requirement, order or regulation of or by any governmental authority(including any delay in the Town's administrative processes not attributable to an act or omission of the performing Owner); or any failure of supply, or inability by the exercise of reasonable diligence to obtain supplies, parts or employees necessary to firrnish such services; or because of war, terrorism, epidemic, pandemic or other emergency (including, without limitation, public health emergency, including, without limitation, any government-ordered restriction or shutdown with respect thereto); or for any cause due to any act or neglect of the other Owner or the other Owner's servants, agents,employees, licensees or any person claiming by, through or under the other Owner (each, a"Force Majeure Event"), the performing party shall not be considered in breach or default hereunder. In the event that any Force Majeure Event shall occur, the time for performance of the affected covenant or duty shall be extended by a period of time equal to the period of the delay caused by such Force Majeure Event; provided, however, that the Owner whose performance is delayed shall promptly commence and thereafter diligently pursue all reasonable and available means and measures necessary to minimize or eliminate such delay and to mitigate the impact thereof. An Owner shall give written notice of any such delay to the other Owner within five(5)business days of such Owner's knowledge of the occurrence of Force Majeure Event that caused such delay. In no event shall any financial or economic problems of either Owner (or their respective affiliates, owners,shareholders,partners or members)ever be considered a cause beyond the control ts2740580;4} 4 54988544v8 I II of such party or any other Force Majeure Event. Nothing herein shall restrict either Owner from taking, in consultation with the other Owner, such ameliorative measures to address concerns arising from such delay due to Force Majeure Events as may be reasonable under the circumstances and will not subject the other Owner to increased cost or risk of liability. 6. Remedies. Each party shall have all rights and remedies at law or in equity arising by reason of any breach or default by the other party, including without limitation actual damages; provided that neither party shall be liable for consequential, indirect or punitive damages. 7. Indemnity. The 85 Walnut Owner shall indemnify and hold harmless the 204 Arsenal Owner, its affiliates and property manager, and their respective officers, directors, shareholders,partners, members, managers,equity owners,employees,and agents and the Town, its employees, representatives, officers and agents (collectively, "Indemnified Panties") from and against all costs, claims, losses, liabilities, damages and expenses (including without limitation reasonable attorneys' fees and costs) arising from bodily injury,death and property damage caused by the 85 Walnut Owner,its employees,property managers and contractors in connection with the exercise of rights under this Agreement, except to the extent caused by the gross negligence or willfut misconduct of the 204 Arsenal Owner the Town or other Indemnified Parties. 8, Estonnel Certificates. Each party will execute, acknowledge and deliver to the other or to any mortgagee of the other party within thirty(30) days after a written request therefor, a certificate certifying whether or not,to the knowledge of the certifying party,there are then existing any defaults under this Agreement(and if so,specifying the same. Upon request, any certificate given under this Section 8 shall be addressed to and may be relied upon by an proposed or actual lender, ur , Y p p , p chaser, assignee, or other transferee of all or any part of the interest of either Owner. 9. Notices. Any notice given pursuant to this Agreement shall be sent in writing and mailed by certified mail, postage prepaid, return receipt requested, or delivered by a nationally recognized overnight courier service which regularly maintains records of items delivered, addressed as follows and forwarded via .PDF attachment to e-mail: I 85 Walnut Owner: BP3-BOS4 85 WALNUT STREET LLC i 4380 La Jolla Village Drive, Suite 230 San Diego, California 92121 Attention: W. Neil Fox III, CEO; Mike Gerrity; Morgan Weinstein Email:fox@p3re.com,gerrity@p3re.com, and weinstein@1)3re.com p3re.com j with a copy to: Greenberg Traurig,LLP 1840 Century Park East Suite 1900 Los Angeles,CA 90067 Attention: Garin T. Muranaka;Michael A. Seiden E-mail: rnuranaka0a)atlaw.com:seidenmQatlaw.com (s2740590;4) 5 b4J88b44v8 204 A►:scnal Owner: Watertown Gables LLC 3399 Peachtree Road,N.E., Suite 600 Atlanta, GA 30326 Attention: David K.Reece With a copy to: Sullivan &Worcester LLP One Post Office Square Boston, MA 02109 Attention: Adam N.Weisenberg, Esq. E-mail: aweisenbere nsullivanlaw.com I Town: Town of Watertown Town Council Administration Building Watertown,MA 02472-4410 Attention: Michael J.Driscoll (Town Manager) with a copy to: KP Law 101 Arch Street, 12`'Floor Boston,MA 02110 Attention: Katharine Lord Klein E-Mail: kleinak-olaw.com Any party may change its notice address by notice given in like mamier to the ether parties. 10. Insurance. During the term of this Agreement, the 85 Walnut Owner shall require all contractors performing work in connection with the exercise of rights under this Agreement to carry customary and reasonable insurance and the policies so carried shall add as additional insureds the 204 Arsenal Owner, its direct and indirect owners and property manager of which the insuring party is given notice, and each of their respective affiliates, lenders, directors, officers, agents, successors, and assigns, and the Town, its employees, representatives, officers and agents (collectively and respectively, "Additional Insureds"). The 85 Walnut Owner will endeavor to require all insurance policies to provide provisions that they shall not be canceled or materially changed without at least thirty(30) days' advance written notice to the 204 Arsenal Owner and the Town. The 85 Walnut Owner shall provide certificates of insurance in form and substance acceptable to the 204 Arsenal Owner and the Town, evidencing the insurance required herein,prior to the commencement of applicable work, and in any event upon the 204 Arsenal Owner's or the Town's reasonable request. j 11. Successors and Assians. All covenants, conditions and agreements contained herein shall be deemed to be covenants ruruning with the land in the case of the Owners and shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. This Agreement may not be assigned by the 85 Walnut Owner except to a successor, in title to the 85 Walnut Property (including in connection { with any financing encumbering the 85 Walnut Property). (s2740580;4) 6 54988544v8 i 12. No Third-Party Beneficiaries. This Agreement is intended solely for the benefit of the parties hereto and not for the benefit of any third parties, and no third party shall have any right to enforce the provisions hereof,except as expressly stated herein. 13. Entire Aareement. Except as set forth in the Amendment to Grant of Easements referenced in Section 3 above, this Agreement embodies the entire agreement and understanding of the parties with respect to all subject matters addressed herein. There are no representations,warranties,covenants or undertakings other than those expressly set forth or referred to herein. This Agreement or any part thereof may be amended or modified only by an agreement in writing by the parties or their successors and assigns. 14. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 15. Severabilitv,. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall nonetheless remain in full force and effect. 16. Headings. All headings in this Agreement are for convenience of reference only and arc not intended to qualify the meaning of any provision of this Agreement. 17. Governina Law. This Agreement shall be construed and enforced in accordance with the laws of the Commonwealth of Massachusetts, without regard to principles of conflicts of laws. i 18. Waiver of Jury Trial. Each party waives its right to a trial by jury in any claim arising under this Agreement. 19. Limitation of Liabilitv. No member, manager, director, officer, principal, agent or consultant, whether direct or indirect, of either party shall be personally liable for the obligations of such party hereunder. 20. Further Assurances. Each party shall cooperate with the others and execute such instruments or documents and take such other actions as may reasonably be requested from time to time in order to carry out, evidence or confirm their rights or obligations under, or as may be reasonably necessary or helpful to give effect to, this Agreement. [signatures appear on following page(s)] j I (s2740580;4} 7 54988544VB Executed under seal as of the day and year first above written. 204 Arsenal Owner: Watertown Gables LLC, a Massachusetts limited liability company By: Lion Gables Realty Limited Partnership, a Delaware limited partnership, its sole member By: Gables GP LLC, a Texas limited liability company, its general partner i i By: Name: Title STATE OF GEORGIA County of On this— day of , 2021, before me,the undersigned notary public, personally appeared the above-named r as aforesaid,proved to me through satisfactory evidence of identification,which was , to be the person whose name is signed on the preceding or attached document,and acknowledged to me that he signed it voluntarily for its stated purpose as of ,as the voluntary act of said Notary Public: My Commission Expires: [AFFIXAMPRINT NOTARIAL SEAL] i i {s2740580;41 8 54988544v8 85 Walnut Owner': BP3-BOS4 85 Walnut Street LLC, a Delaware limited liability company By: Name: Title Authorized Signatory i STATE OF County of On this_day of ,2021,before me,the undersigned notary public, personally appeared the above-named _ , as aforesaid,proved to me through satisfactory evidence of identification,which was _ ,to be the person whose name is signed on the preceding or attached document, and acknowledged to me that lie signed it voluntarily for its stated purpose as Authorized Signatory of BP3- BOS4 85 Walnut Street LLC,as the voluntary act of said limited liability company. 1 I Notary Public: My Commission Expires: [AFFIXAMPRINT NOTARIAL SEAL] (82740580;4) 9 54988544v8 Town: CITY I{NOWN AS THE TOWN Or WATERTOWN By: Name: Title Approved as to form by Town Attorney By: Name: ' Title [NOTARY BLOCK TO BE INSERTI?n] I 1S2740580;4) 10 54988544VB Exhibit A Legal Description of 204 Arsenal Property (Lot A) A certain parcel of land located in the City of Watertown,County of Middlesex South, j Commonwealth of Massachusetts,being shown as Lot A on a plan entitled "Plan of Land, 58 Irving Street&202-204 Arsenal Street, Watertown, MA,Middlesex County (South Registry District)", dated October 16, 2014,prepared by SMC Surveying and Mapping Consultants, recorded with the Middlesex County South Registry of Deeds as.Plan 876 of 2014, and being more particularly bounded and described as follows: BEGINNING at a point at the northerly side of Arsenal Street,at the southwesterly corner of Lot A, and the southeasterly comer of Remainder Lot R-3,as shown on said plan: THENCE N 70 50'34" E by said Remainder of Lot R-3,by Remainder Lot R-2 and by Remainder Lot R-1, two hundred forty three and 80/100 feet(243.80')to a point at land of N/F Webster Yard Realty Trust; THENCE N 820 09' 26" W by said land N/F Webster Yard Realty Trust,one and 00/100 feet (1.001)to a point; THENCE N 70 50' 34" E by said land N/F Webster Yard Realty Trust, one hundred seventy one and 15/100 feet(171.15) to a point; THENCE N 280 42' 08" W by said land N/F Webster Yard Realty Trust and by land N/F Pobeda RT IL one hundred fifty seven and 11/100 feet(157.1 P)to a point at land N/F Christopher W. Kelly; THENCE N 470 32'34" E by said land N/F Christopher W.Kelly, one hundred fifty four and 00/100 feet(154.001)to a point at land N/F Patricia O'Meara and Joseph Morrissey; { THENCE S 360 36' 51" E by said land N/F Patricia O'Meara and Joseph Morrissey,one hundred forty three and 64/100 feet(143.64') to a point: THENCE N 440 23'49" E by said land N/F Patricia O'Meara and Joseph Morrissey,by land N/F David T. &Elizabeth T. Henneberry, by land N/F Brendon&Lou Toye and by land N/F Dumitru &Olga Ciuc, two hundred thirty nine and 68/100 feet(239,681)to a point at land N/F Jeanne L. Defarias&Ronan B. Ferias: THENCE S 400 23'40"E by said land N/F Jeanne L. Defarias &Ronan B.Farias,by the southwesterly side of Birch Road,by land N/F Salvatore G.Alonzo&Linsey Hurley,one hundred fifty eight and 60/100 feet(158.60')to a point at the northerly corner of Lot A-5; I THENCE S 490 35' 54" W by said Lot A-5, eight and 56/100 feet(8.56')to a point; i i (s2740580;4) 11 549885444 THENCE S 450 14'28" Eby said Lot A-5,one hundred one and 25/100 feet (101.25')to a point at land N/F Doble Engineering Company: THENCE S 410 50' 37" W by said land N/F Doble Engineering Company, sixty three and 97/100 feet(63.97') to a point: THENCE S 070 50'34" W by said land N/F Doble Engineering Company, three hundred and 00/100 feet(300.00') to a point: THENCE S 820 09' 26" E by said land N/F Doble Engineering Company, two and 00/100 feet (2.00')to a point: THENCE S 070 50' 34" W by said land N/F Doble Engineering Company, one hundred eighty- one and 61/100 feet(181.61 )to a point at land N/F The 222 Arsenal Street Nominee Trust: THENCE N 820 05'24" W by said land N/F 222 Arsenal Street Nominee Trust, seventy four aiui 10/100 feet(74.10')to a point at the northeasterly corner of Lot A-4: THENCE S 070 54'36" W by said land N/F 222 Arsenal Street Nominee Trust, thirty eight and 03/100 feet(38.03')to a point on the northerly side of said Arsenal Street: THENCE N 82°53'24" W by said Arsenal Street,tluee hundred thirty two and 85/100 feet (332.85')to the point of beginning; Including that certain registered land bounded and described as follows: NORTHEASTERLY by land now or formerly of Edward L. Merritt et al.,one hundred forty-three and 641100(143.64)feet; SOUTHEASTERLY by land now or formerly of Benjamin Brown et al.,Trustees,one hundred seventy-seven (177) feet; SOUTHWESTERLY by lands now or formerly of T. Swan & Son Co.,and of Mary J. Tracy, one hundred fifty-seven and 11/100(157.11)feet; and NORTHWESTERLY by land now or formerly of William Uberti et ux, one hundred and I fifty-four(154) feet; all of said boundaries are determined by the Land Court to be located as shown on a plan, as modified and approved by the Court,filed in the Land Registration Office in Boston as Land Court Plan No.26825A,a copy of a portion of which is filed with the Middlesex County South District of the Land Court, in Book 587,Page 107,with Certificate of Title No. 91457. Lot A contains approximately 273,436 square feet(6.277 acres). I {s27,10580;4) 12 549885440 i Exhibit B Legal Description of 85 Walnut Property Lots 1 and 2: Two certain parcels of land with, the buildings and improvements thereon situated in Watertown Middlesex County, Massachusetts,being bounded and described respectively as follows: PARCELI i Beginning on Walnut Street at land now or formerly of the American Soda Fountain Realty Corporation; thence running by said land South 421 29'4" West one hundred eighty-six and twenty-nine hundredths (186.29)feet and South 7° 50' 34"West four hundred seventy-five and four tentlis(475.4) feet to land now or formerly of the Boston and Maine Railroad at a point eighty-five(85) feet Northerly from and at right angles to the center line of the West bound main track of the Watertown Branch of said Railroad;thence turning and running North 82' 9'26" West by said Railroad land two hundred eighty-five(285)feet; thence turning and running still by land of said Railroad North 7° 50' 34"East three hundred fifly (350)feet and North 41°50' 37" East four hundred seventy-four and one hundredth(474.01)feet to said Walnut Street; thence turning and running South 39154' 16" East by said Street one hundred seventy(170) feet to the point of beginning,be all of said measurements more or less;said parcel containing about one hundred seventy-two thousand,six hundred ninety-three(172,693) square feet and being shown on a plan marked "Land in Watertown,Mass. Boston and Maine Railroad to William Underwood Co. C.J. Griffin,Prin. Asst. Engr, April, 1927",recorded with the Middlesex South Registry of Deeds,Book 5102,End, to which reference is hereby made for a further description of the premises hereby conveyed. PARCELII Beginning at a point,which point is North 7° 50' 34" Cast twenty and forty hundredths (20.40)feet fi-om Station 159+93.61 on Center Line of Location Boston Division Watertown Branch,Boston and Maine Railroad;thence running North 7° 50'34" East sixty-four and sixty hundredths (64.60)feet along other land now or formerly of the Boston and Maine Railroad; thence turning and running along land of the grantors and land now or formerly of Acme Engineering Co. South 82109 26"East three hundred thirty-four and forty-six hundredths (334,46) feet to a point;thence turning and running along land now or formerly of Boston and I Maine Railroad on the following four(4)courses: South 71 30' 34" West seventy-four and seventy-one hundredths(74.71)feet;thence turning and running North 82'09'26" West three hundred(300.00)feet to a chain link fence;thence turning and running North 7°50' 34" East ten and eleven hundredths (10.11)feet; thence turning and running North 82'091, 26"West thirty-four and forty-four hundredths'(34.44)feet to the point of beginning,be all of said measurements more or less, said parcel containing about twenty-four thousand, six hundred thirty-eight(24,638)square feet and being shown upon plan marked"Land in WATERTOWN MASS. Boston &Maine Railroad to William Underwood Co. J.F.Kerwin Ass't. Chief Engr. Scale: 1" -40'May, 1961" recorded with the Middlesex South Registry of Deeds,Book 10131, (S2740580;4) 13 1 549885440 I Page 136, to which reference is hereby made for a further description of the premises hereby conveyed. Lot 3; A certain parcel of land located northerly of Arsenal Street and westerly of School Street in the Town of Watertown, Massachusetts, The parcel is shown as Lot I on a plan entitled"Land in j Watertown, MA.,Boston and Maine Corporation to Doble Engineering, Scale 1"=20',Date November 18, 1998". Prepared by Vanasse Hangen Brustlin, Inc. and more particularly described as follows. Beginning at point on the railroad baseline of the Watertown Branch of the Boston and Maine Railroad at Station 157+07,25, thence running; S 07050'34" W a distance of 45.58' to a point,thence N 82009'26"W a distance of 286.92' to a point, thence N 07050'34" E a distance of 05 08' to a point, thence S 82009'26" E a distance of 35.00'to a point, thence S 07°50'34" W a distance of 10 1 1'to a point,thence S 82009'26" E a distance of251 92'to a point, thence S 07050'34"W a distance of 10,29'to a point. of beginning Said Lot I contains 16, 384 square feet,more or less. The above-referenced plan is recorded as Plan 175 of 1999 in Book 29842,Page 233. Excepting from the above described insured premises is "Lot B" shown on a plan entitled"Plan of Land in Watertown,Mass" dated August 9, 1979 by Everett M,Brooks Co.,Civil Engineers, recorded as Plan 1047 of 1979 in Plan Boole 13786, Page 468. For title reference see Deed of 10-85 Walnut Owner,LLC to BP3-BOS4 85 Walnut Street LLC dated December 29,2020,recorded with the Middlesex South Registry of Deeds in Book76574, Page 534. l i i (s2740580;4} 14 54988544v8 t Exhibit C Sewer•Line Exhibit (see attached) I i i 1 I �I i 1 (s27,10580;41 15 54988544VB I z0� O��d} n ;U, KK mZ now X 9 N ow qO S 10, W NN LLLL(e1l 1lLu�u^w LLI CLr�7 N-a Z0' o a° �N I41i 7Fo dadg ' amw� o ¢ELI z�� Jill Qm Nw F1U11=1') WIU T C)o W z� Za boa} Z4QZ �1 017U N2 OW? 0_ oQOO �OzO H k z cLW �7p1 w Zza aQ l zQat,x�Q Dz r. U CUP O U n (p0 •fir:, - LL� Y3 3zo� I • . I O�UF 1n I' Uw I. ' I i � I I- z P �czrz��a• ��i5� o ��NZ o a�rcw a —` lowmow 11, LS�u�aoo'z� ��,°�zc�a JB�kd 5� o a Uly Q mZ 7o a4 w o 1 �v I oo Q �R 13 L/ lJ Ao I v a� Q w z z 7 �nyu $ o ZS r��j�u�iocWi W 5�2. 1 =m 1 t5 boa W I b n 0.eDt4W7+au>3�11>n!41ltlslkNTaaVaEad Y�'111oA1!uvoY�µUW,i V;awvl bhuoacl i Exhibit D Pedestrian Easement Exhibit (see attached) i i i i i f' {S2740.580;4) 54988544v8 � ✓rt1•M ��� fib g V at�j J f•• �a ¢Q �-• Om s �z ,a LLI m to W LU W z u wo �aC, N =�p W C.,l7p d�a Sa7V t NN o{h pao� ���pZ 3�oa �o 1 ��apl2dp�F� om9e� a o�mW„,aQ�g a 7S,5m Fc0u p *E Om Y x 0. ,tea u' �ij 53W 13z a FFFFN q O o� SHEtjj BWW Win pd07= fr�an KOaC_1� ry O � a�ow Cl z a z aoz �SODU I cr 4'O (L 0 L) —�f oz4. Q ' t `� a Q � zN N P ma 4ISHR II ~ 6. Z gqg�z�d�z nn �� rcn• I n i $d8o•?K- V MOOLJ .I pVg 1- a a z fl IIIILLLL�U ZWO Z2Q: / 1 ' W o N nvptoVl3 nm�/unq�epad ul+ra'oolallgca�o/w�n x�51�µ1:uvnloleAlPMI:O:wirl DJ4CIQ CONSENT AND SUBORDINATION. NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY("Lender"),having a business and mailing address of720 E. Wisconsin Avenue,Milwaukee, WI 53202,holder of a Mortgage and Security Agreement dated as of March 27,2015 from WATERTOWN GABLES LLC, a Massachusetts limited liability company("Borrower"),to Lender, recorded with the Middlesex South Registry of Deeds (the"Re ist► ") in Book 65214,Page 264 and filed with the Middlesex South Registry District of the Land Court(the"Land Court")as Document No. 1696462 on Certificate of Title No. 258028 (the"COT")(as the same may be amended, j renewed,modified,consolidated,replaced,extended, increased or restated from time to time,the "Mortgage'),and an Absolute Assigrunent of Leases and Rents (With License Back)dated as of March 27,2015 from Borrower to Lender recorded with the Registry in Book 65214,Page 290 and filed with the Land Court as Document No. 1696463 on the COT(as the same may be amended,renewed, modified,consolidated,replaced, extended, increased or restated from time to time,the"Assignment"),encumbering the property referred to in the foregoing Temporary Construction Easement Agreement as the 204 Arsenal Property, hereby consents to the foregoing Temporary Construction Easement Agreement between Borrower and BP3-BOS4 85 WALNUT STREET LLC, a Delaware limited liability company, and subordinates and subjects the Mortgage and the Assigmnent to the foregoing Temporary Construction Easement Agreement with the same force and effect as if the Temporary Construction Easement Agreement had been executed,delivered and recorded with the Registry prior to the execution,delivery and recording of the Mortgage and the Assignment. IN WITNESS WHEREOF,this Consent and Subordination has been duly executed as of the day and year first above written. i THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY,a Wisconsin corporation By: Northwestern Mutual Investment Management Company,LLC,a Delaware limited liability company, its wholly-owned affiliate By: (corporate seal) Brian D. Bennett,Director (Remainder of page intentionally left blank; Acknowledgement of Lender on following page) i (S2740580;4) 549885440 (,lcknovvledgenient ofLenelei) STATE OF WISCONSIN ) )ss. COUNTY OF MILWAUKEE ) On this_day of ,2021, before me appeared Brian D. Bennett to me personally known,who being by me duly sworn did say that said Brian D. Bennett is the Director of Northwestern Mutual Investment Management Company,LLC,on behalf of THE j NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY; that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was executed in behalf of said corporation and its corporate seal affixed thereto by authority of its Board of Trustees;and said Brian D.Bennett acknowledged said instrument to be the free act and deed of said corporation. I My commission expires: I (S2740580;4) 54988544v8 I I TOWN COUNCIL ROLL CALL VOTE MEETING DATE: MAY 25, 2021 YES NO PRESENT ANTHONY PALOMBA X VINCENTJ. PICCIRILLI, JR. X CAROLINE BAYS X ANTHONY J. DONATO X LISA J. FELTNER X JOHN G. GANNON X ANGELINE B. KOUNELIS X MARK S. SIDERIS, X COUNCIL PRESIDENT MOTION TO APPROVE AN ORDER RELATIVE TO AN AMENDMENT TO GRANT OF EASEMENTS BETWEEN WATERTOWN GABLE LLC AND THE TOWN OF WATERTOWN AND TO AUTHORIZE THE TOWN MANAGER TO EXECUTE THE AMENDMENT TO GRANT OF EASEMENTS ON BEHALF OF THE TOWN �163� Watertown Town Council Administration Building 149 Main Street CE CONS Watertown, MA 02472 Phone: 617-972-6470 ELECTED OFFICIALS: ORDER# 40 2021- O -40 Mark S.Sideris, Council President AN ORDER RELATIVE TO AN AMENDMENT TO GRANT OF EASEMENTS Vice Presideennt& Vincent J. c3rilli,Jr., BETWEEN WATERTOWN GABLES LLC AND THE TOWN OF District C Councilor WATERTOWN AND AUTHORIZING THE TOWN MANAGER TO EXECUTE THE AMENDMENT TO GRANT OF EASEMENTS ON BEHALF OF THE Caroline Bays TOWN Councilor At Large 1 Anthony J.Donato, WHEREAS: Watertown Gables LLC and the Town of Watertown are parties to a Councilor At Large Grant of Easements entered into as of February 21, 2018, recorded with the John G.Gannon Middlesex South District Registry of Deeds in Book 70668, Page 230 in which Councilor At Large Watertown Gables LLC granted to the Town certain utility,roadway and pedestrian Anthony Palomba, access easements affecting its property located at 204 Arsenal Street; and Councilor At Large WHEREAS: In connection with the development of property located at 85 Walnut District A Couuncnciloilor AngelineB. is, Street, which is contiguous to 204 Arsenal Street, Watertown Gables LLC and the Town have agreed to relocate a portion of the municipal sanitary sewer line Lisa J.Feltner, easement and to modify a pedestrian path known as the Birch Road Pedestrian District B Councilor Easement located at 2024 Arsenal Street. NOW THEREFORE BE IT ORDERED: That the Town Council agrees that Watertown Gables LLC and the Town shall relocate a portion of the municipal sanitary sewer line easement and modify the Birch Road Pedestrian Easement located upon the property of the Waterton Gables LLC at 204 Arsenal Street. AND FURTHER: That the Town Council hereby authorizes the Town Manager to execute an Amendment to Grant of Easements on behalf of the Town. I Cor�cil mber I hereby certify that at a regular meeting of the Town Council for which a quorum was present, the above Resolution was adopted by a vote _8_ for, _0_ against, and _0_ present on May 25,2021. i j� arilyn .Pronov t, Council Clerk Mark S. deri , Council President AMENDMENT TO GRANT OF EASEMENTS, I This Amendment to Grant of Easements(this"Amendment") is made as of the day of , 20_by and between WATERTOWN GABLES LLC,a Massachusetts limited liability company("Grantor"),having a mailing address of 3399 Peachtree Road, Suite 0 ai 600,Atlanta, Georgia 30326,and the CITY KNOWN AS THE TOWN OF WATERTnWN, a Massachusetts municipal association("Town"),having its usual place of business at 149 Main I Street,Watertown,Massachusetts 02472. WITNESSETH: 00 Reference is made to the following facts which constitute the background to this �I instrument: b va A. Grantor and Town are parties to that certain Grant of Easements entered into as of Vj February 21,2018,recorded with the Middlesex South District Registry of Deeds in �r Book 70668,Page 230(the"Easement") in which Grantor granted to the Town certain utility,roadway and pedestrian access easements affecting Grantor's Parcel as a� described in the Easement,and the Town relocated and abandoned certain then- � I 0 a i (s2737s82;A) 1 I existing casements, all as set forth in the Easement. Capitalized terms used and not defined in this Amendment shall have the meanings ascribed to them in the Easement. B. In connection with development of a parcel of land adjacent to Grantor's Parcel(the i "Adiacent Parcel"), Grantor and the Town have agreed to relocate a portion of the i i Utility Easement on Grantor's Parcel to accommodate relocation of a sanitary sewer line on the Adjacent Parcel, and to modify the Birch Road Pedestrian Easement Premises by adding a connecting path to the Adjacent Parcel. i NOW TITEREFORE,for the sum of One Dollar($1.00)paid,and in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor and the Town hereby agree as follows: 1. Modification of Utilitv Easement. The Easement is hereby amended to modify the Utility Easement Premises as follows: a. there is added to the Utility Easement Premises the area(the"Relocated Sewer Area")shown as"Proposed Sanitary Sewer Easement"on the plan attached hereto as Exhibit C entitled"Proposed Sanitary Sewer Easement/Deconnnission Easement Area"prepared by RJ O'Connell & Associates, hie. (the"Sewer Relocation Plan,"); and i b. there is removed from the Utility Easement Premises the area(the "Abandoned Sewer Area")shown as"Existing Sanitary Sewer Line and Easement to be Abandoned"on the Sewer Relocation Plan. The Town hereby accepts the Relocated Sewer Area under the Utility Easement and abandons the Abandoned Sewer Area and the Utility Easement solely within the I (S2737882;1) 2 Abandoned Sewer Area. Accordingly, the Utility Easement attaches to the Relocated Sewer Area and no longer affects the Abandoned Sewer Area. 2. Modification of Birch Road Pedestrian Easement. The Easement is hereby amended to add to die Birch Road Pedestrian Easement Premises the area(the"Pedestrian Path Extension Area")shown as the"Proposed S Foot Pedestrian Connection and I Easement"on the plan attached hereto as Exhibit D. The Town hereby accepts the Pedestrian Path Extension Area under the Birch Road Pedestrian Easement and accordingly the Birch Road Pedestrian Easement attaches thereto. i 3. Effect of Amendment. As modified by this Amendment,the Easement continues and remains in full force and effect. For the avoidance of doubt,the provisions of Section 17 of the Easement remain in full force and effect henceforth,without waiver notwithstanding that the parties entered into this Amendment with respect to relocation of the sewer line and easement as provided herein. 4. Counterparts. This Amendment may be executed in counterparts,each of which shall be deemed an original and taken together shall constitute one and the same instrument. Several copies of this Amendment may be executed and each shall be deemed an original. i [signatures ort following page(s)] i ts2737882;1l 3 Executed under seal as of the day and year first above written, Grantor Watertown Gables LLC, a Massachusetts limited liability company By: Lion Gables Realty Limited Partnership, i a Delaware limited partnership, its sole member By: Gables GP LLC, a Texas limited liability company, its general partner By: Name: Title STATE OF GEORGIA County of i On this day of ,20_,before me,the undersigned notary public, personally appeared the above-named_ , as aforesaid,proved to me through satisfactory evidence of identification,which was__ to be the person whose name is signed on the preceding or attached document,and acknowledged to me that he signed it voluntarily for its stated purpose as of Gables GP LLC, as general partner of Lion Gables Realty Limited Partnership, as sole member of Watertown Gables LLC, as the voluntary act of each said entity. Notary Public: . i My Commission Expires: [AFFIXAMPRINT NOTARIAL SEAL] (S2737882;1) I I Town: CITY KNOWN AS THE �! TOWN OF WATERTOWN i By: Name: _ Title Approved as to form by Town Attorney By: Name: Title i [NOTARY BLOCK TO BE INSERTED] i I I I (S2737882;1) III CONSENT AND SUBORDINATION Northwestern Mutual Life Insurance Company("Lender''), having a business and mailing address of 720 E. Wisconsin Avenue,Milwaukee,WI 53202,holder of a Mortgage and Security Agreement dated as of March 27,2015 from Watertown Gables LLC, a Massachusetts limited liability company("Borrower"),to Lender,recorded with the Middlesex South District Registry of Deeds (the"Re istr ") in Book 65214, Page 264 and filed with the Middlesex South Registry District of the Land Court(the"Land Court")as Document No. 1696462 on Certificate of Title No. 258028 (the"COT") (as the same may be amended,renewed,modified,consolidated, replaced, extended, increased or restated from time to time,the"Mortaaae"),and an Absolute Assignment of Leases and Rents(With License Back)dated as of March 27,2015 fi•om Borrower to Lender recorded with the Registry in Book 65214,Page 290 and filed with the Land Court as Document No. 1696463 on the COT(as the same may be amended,renewed,modified, consolidated,replaced, extended, increased or restated from time to time, the"Assigmnnt"), encumbering the property referred to as the Grantor Parcel in the foregoing Amendment and Easement referenced therein,hereby consents to the foregoing Amendment between Borrower subjects the Mortgage and n as the Town of Watertown and subordinates and and the City Know J the Assignment to the foregoing Amendment with the same force and effect as if the Amendment had been executed,delivered and recorded with the Registry prior to the execution, delivery and recording of the Mortgage and the Assignment. IN WITNESS WHEREOF, this Consent and Subordination has been duly executed as of the_day of_ ,20_. NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY By: Name: Title: STATE OF County of On this day of , 20_,before me,the undersigned notary public, personally appeared the above-named )as aforesaid,proved to me through satisfactory evidence of identification,which was ,to be the person whose name is signed on the preceding document,and acknowledged to me that lie signed it voluntarily for its stated purpose. Notary Public: My Commission Expires: ts2737382;11 I Exhibit A. Reserved i i 1 i i (S2737882;1} I Exhibit B. �� ''i Reserved ;` I t l i ii I s�. 1 .� 1 '. :, 1 l (52737882+t} Exhibit C Sewer Relocation Flan i i i I i i f� 1 I i i I I (S2737882;1) i f Li t2 t On two � ul �J g8�oixapp m5 ? oic°�ui I S s 6 � ,+�� 00 rf) � o W o.Moto ry a p 1- ON in W UK w �r Z. JJwz o y d o pZ w a g WO�C) Qw e'0)W IL GN UZ W z z -WL r Kp Jr-JxLL 0Q Ka "'a �t'� Fww—a to ww w x z Z LAJWU W U41? t9J z'�Ca7 N"U' �jOQO ¢rz o Ld W og°� as M�/ vJ zacoa }ao� Q toN'W K w WUl aW VZi0000tDSW%W 0.ZfYQQ_' co O G a rJ Jr a C7�UV m iS I w rz0 • • I TNit z'zr L=0- aj L F l~il �y 4 .l0 ,h'IX U,�1 �m° Imo W� a- JL SaS$ i ul w kin I a Z OO{ p 1 Y d ECJ rah rr f V Vd I U �¢�owlLuI WO a 7.U{x0ei i cc I i I sazvzr•uoz'n Nw ... rwnrnr�s�.soJnra-Ww1J�iW'�3is:wa.,arw.msornuu��,�enawr.JJ',•Wr�w,�,.,� Exhibit D Pedestrian Path Extension Area i I I, i (S2737882;1) liwlt• IIbW]{�MW ntfilt\fi ] ,t F�f' t 1`Y,1 V R W v Oo� 5pp5y:# x ca � v,W �m a V ]lxuo � < d M b vi 6 ¢ k�k ui X A aye w LL z p f, u 01 g gnu �7 I TvvWWv111Woq - �44°>SoL�iFzq w vi ate^ g4R�� ' IIIa e0aw °Dp.,,A9EM 0 aaU�J O 0 ^I II I( Q (L I I qZ C,U 2 W O D U a In U V(� V 4 li WfK0 IlI Oc]0Ui 't• FF Z L, t.1 FOL, Cl re z�Wlll KUL�� ifrc it mo °I r=01'J�N�O OQ• -S1P�LLN��i 4 • �� �' a�Z©-20 J°' �'FZ � W o�foo$= S pO2OL7-����ffli I ••� I IqIL 111 OUIL ll Z04 0 1Ow0 Ox a sz aw W & Jo a_ f/ 6wlaa*J as.rn/anasM]do-lnn mtolsawrns*u�dr�mso�u�Nan�vm�o�xuN•w,uv]p TOWN COUNCIL ROLL CALL VOTE MEETING DATE: MAY 25, 2021 YES NO PRESENT VINCENTJ. PICCIRILLI X CAROLINE BAYS X ANTHONY J. DONATO X LISA J. FELTNER X JOHN G. GANNON X ANGELINE B. KOUNELIS X ANTHONY PALOMBA X MARK S. SIDERIS, X COUNCIL PRESIDENT MOTION TO ACCEPT THE AD HOC COMMITTEE ON DISTRICT D COUNCILOR VACANCY REPORT REGARDING THE PROCESS FOR FILLING THE DISTRICT D VACANCY TOWN COUNCIL ROLL CALL VOTE MEETING DATE: MAY 25, 2021 YES NO PRESENT CAROLINE BAYS X ANTHONY J. DONATO X LISA J. FELTNER X JOHN G. GANNON X ANGELINE B. KOUNELIS X ANTHONY PALOMBA X VINCENTJ. PICCIRILLI X MARK S. SIDERIS, X COUNCIL PRESIDENT MOTION TO ADOPT THE PROCESS RECOMMENDED BY THE AD HOC COMMITTEE ON DISTRICT D COUNCILOR VACANCY TOWN COUNCIL ROLL CALL VOTE MEETING DATE: MAY 25, 2021 YES NO PRESENT CAROLINE BAYS X ANTHONY J. DONATO X LISA J. FELTNER X JOHN G. GANNON X ANGELINE B. KOUNELIS X ANTHONY PALOMBA X VINCENTJ. PICCIRILLI X MARK S. SIDERIS, X COUNCIL PRESIDENT MOTION TO REFER TO THE COMMITTEES ON RULES AND ORDINANCES AND PERSONNEL AND TOWN ORGANIZATION FOR CONSIDERATION OF AN ORDINANCE ESTABLISHING THE POSITION OF A RESEARCH ANALYST FOR APPOINTMENT BY THE TOWN COUNCIL TOWN COUNCIL ROLL CALL VOTE MEETING DATE: MAY 25, 2021 YES NO PRESENT ANTHONY J. DONATO X LISA J. FELTNER X JOHN G. GANNON X ANGELINE B. KOUNELIS X ANTHONY PALOMBA X VINCENTJ. PICCIRILLI, JR. X CAROLINE BAYS X MARK S. SIDERIS, X COUNCIL PRESIDENT MOTION TO REFER TO THE COMMITTEE ON ECONOMIC DEVELOPMENT AND PLANNING A MATTER OF FIREARMS RESTRICTIONS IN ZONING TOWN COUNCIL ROLL CALL VOTE MEETING DATE: MAY 25, 2021 YES NO PRESENT LISA J. FELTNER X JOHN G. GANNON X ANGELINE B. KOUNELIS X ANTHONY PALOMBA X VINCENTJ. PICCIRILLI, JR. X CAROLINE BAYS X ANTHONY J. DONATO X MARK S. SIDERIS, X COUNCIL PRESIDENT MOTION TO ADJOURN AT 7:43 P.M.