On the agenda: Lowell meeting — Flock Camera (Nov 3)

Date: November 3, 2026
Time: 6:30 PM
Location: City Council Chamber, 375 Merrimack Street, 2nd Floor, Lowell, MA / Zoom (Hybrid)

1. ROLL CALL
2. MAYOR'S BUSINESS
2.1. Communication Remote / Zoom Participation:
Meetings Will Be Held In Council Chamber With Public Welcome And By Using
Remote Participation As Follows: Members Of The Public May View The Meeting
Via LTC.Org (On-Line; Live Streaming; Or Local Cable Channel 6). Those Wishing
To Speak Regarding A Specific Agenda Item Shall Register To Speak In Advance
Of The Meeting By Sending Email To City Clerk Indicating The Agenda Item And A
Phone Number To Call So That You May Be Issued Zoom Link To The Meeting.
Email Address Is [email protected]. If No Access To Email You May
Contact City Clerk At 978-674-4161. All Request Must Be Done Before 4:00 PM
On The Day Of Meeting. For Zoom - HTTPS://SUPPORT.ZOOM.US/HC/ENUS/ARTICLES/201362193-JOINING-A-MEETING

2.2. Proclamation - Lung Cancer Awareness
3. CITY CLERK
3.1. Minutes Of City Council Regular Meeting October 27th For Acceptance.
Documents:
2026 OCTOBER 27 CC MINUTES.PDF
3.2. Release - Executive Minutes October 6, 2026 (Flock Cameras).
4. UTILITY PUBLIC HEARING (Scheduled For 7PM)
4.1. Boston Gas - Request Replacement Of Existing Gas Mains At 217-250 Westford
Street And Portion Of Lane And Fernald Streets.
HTTPS://WWW.LOWELLMA.GOV/AGENDACENTER/VIEWFILE/ITEM/36373?
FILEID=107185
4.2. National Grid - Request Installation Of Underground Electric Conduit Along Robeson
Street For Service At 225 Middlesex Street.
HTTPS://WWW.LOWELLMA.GOV/AGENDACENTER/VIEWFILE/ITEM/36372?
FILEID=107184

4.2. National Grid - Request Installation Of Underground Electric Conduit Along Robeson
Street For Service At 225 Middlesex Street.
HTTPS://WWW.LOWELLMA.GOV/AGENDACENTER/VIEWFILE/ITEM/36372?
FILEID=107184
4.3. Zayo Enterprise Networks - Request Installation Of Underground Fiber Optic Conduit
At 174 South Street.
HTTPS://WWW.LOWELLMA.GOV/AGENDACENTER/VIEWFILE/ITEM/36374?
FILEID=107186
5. CITY COUNCIL - MOTIONS
5.1. C. Nuon - Req. City Mgr. Collaborate With Parks And Recreation To Brief The City
Council On The Future Outlook Of The Summer Youth Program.
5.2. C. Nuon - Req. City Mgr. Direct The Appropriate Department To Update The City
Council On The Status Of The Public And Sustainability Council Feedback Regarding
The Specialized Building Code.
5.3. C. Nuon - Req. City Mgr. Coordinate With The Relevant Department To Present A Fire
Station Repair Update To The Public Safety Subcommittee.
5.4. C. Nuon - Req. City Clerk Prepare The Executive Session Minutes Regarding The
LHA TIF For The City Council And The Solicitor Review Ahead Of Their Release.
5.5. C. Robinson - Req. City Mgr. Provide An Updated Replanting Plan Complete With
Locations And Tree Types In Centralville. (Woodward And Curran Original Plan).
5.6. C. Robinson - Req City Mgr. Have The Proper Department Provide A Report On What
Is Being Done To Enforce The Approval Conditions Of The Apple Orchard Project As
Well As How Occupancy Permits And All Other Permitting Continues Without Being In
Compliance.
5.7. C. McDonough - Req. The City Mgr. Work With The Appropriate Department To
Explore The Implications Of Adopting The Residential Tax Exemption (M.G.L. C. 59,
S. 5C ) And The 'Good Landlord Tax Abatement' (M.G.L. C. 59, S. 5O) Simultaneously
To Ensure That Working Families Are Taxed Fairly While Maintaining City Revenue
And Protecting Naturally Occurring Affordable Housing.
5.8. C. Juran - Req. Finance SC And City Finance Team Meet As Needed To Prepare For
FY28 Budget Process, To Ensure Coordination And Communication Between City
Council And City Administration.
5.9. C. Juran - Req. City Council To Go Into Executive Session To (A) Review Unreleased
Executive Session Minutes, (B) Approve Final Minutes, (C) Determine Which
Portions, If Any, Of Such Approved Minutes Are Ready For Release, And (D) Agree
On A Timeline For Ongoing Review Of Minutes And Determination Of Portion Which, If
Any, Minutes Should Be Released.
6. COMMUNICATIONS FROM CITY MANAGER
6.1. Motion Responses
A) Motion Response - Westford and Stedman Streets
B) Motion Response - South Loring and Shaw
C) Motion Response - Princeton and Baldwin
D) Motion Response - Mt Pleasant and 1st
E) Motion Response - Lawrence and Billerica
F) Motion Response - Gorham and Manchester
G) Motion Response - Elm and Chapel
H) Motion Response - Pine and Georgia
I) Motion Response - Alcohol, Bar License

C) Motion Response - Princeton and Baldwin
D) Motion Response - Mt Pleasant and 1st
E) Motion Response - Lawrence and Billerica
F) Motion Response - Gorham and Manchester
G) Motion Response - Elm and Chapel
H) Motion Response - Pine and Georgia
I) Motion Response - Alcohol, Bar License
Documents:
A) MOTION RESPONSE - WESTFORD AND STEDMAN STREETS.PDF
B) MOTION RESPONSE - SOUTH LORING AND SHAW.PDF
C) MOTION RESPONSE - PRINCETON AND BALDWIN.PDF
D) MOTION RESPONSE - MT PLEASANT AND 1ST.PDF
E) MOTION RESPONSE - LAWRENCE AND BILLERICA.PDF
F) MOTION RESPONSE - GORHAM AND MANCHESTER.PDF
G) MOTION RESPONSE - ELM AND CHAPEL.PDF
H) MOTION RESPONSE - PINE AND GEORGIA.PDF
I) MOTION RESPONSE - ALCOHOL, BAR LICENSE.PDF
6.2. Communication - Reappointments To Various Boards And Commissions
Documents:
COMMUNICATION - REAPPOINTMENTS TO VARIOUS BOARDS AND
COMMISSIONS.PDF
6.3. Communication - City Manager Request (1) Out Of State Travel DPD.
Documents:
2026 NOVEMBER 3 OST (1) DPD.PDF
7. VOTES FROM THE CITY MANAGER
7.1. Vote - Authorize Amendment To Acre Urban Renewal Plan - 276 Broadway Street
Documents:
VOTE - AUTHORIZE AMENDMENT TO ACRE URBAN RENEWAL PLAN 276 BROADWAY STREET.PDF
7.2. Vote - Authorize Purchase Of The Senior Center - 276 Broadway Street
Documents:
VOTE - AUTHORIZE PURCHASE OF THE SENIOR CENTER - 276
BROADWAY STREET.PDF
7.3. Vote - Confirm Executive Session Votes For Draper Laboratory
Documents:
VOTE - CONFIRM EXECUTIVE SESSION VOTES FOR DRAPER
LABORATORY.PDF
8. REPORTS (SUB/COMMITTEE, IF ANY)
9. PETITIONS
9.1. Claim - (3) Property Damage
9.2. Misc. - David Trainor Request To Address City Council Regarding Flock Cameras

8. REPORTS (SUB/COMMITTEE, IF ANY)
9. PETITIONS
9.1. Claim - (3) Property Damage
9.2. Misc. - David Trainor Request To Address City Council Regarding Flock Cameras
Documents:
2026 NOVEMBER 3 DAVID TRAINOR REQ TO ADDRESS CC FLOCK
CAMERAS.PDF
9.3. Misc. - Ourn Chak Request Installation Of A Handicap Parking Sign At 57 Ware
Street.
Documents:
2026 NOVEMBER 3 OURN CHAK HP SIGN.PDF
9.4. Misc. - William J. McAllister Request Installation Of A Handicap Parking Sign Located
At 105 Jewett St.
Documents:
2026 NOVEMBER 3 WILLIAM J. MCALLISTER REQUEST HANDICAP
PARKING SIGN AT 105 JEWETT ST..PDF
10. ANNOUNCEMENTS
11. ADJOURNMENT
Office of the City Clerk - 375 Merrimack Street - Phone: 978.674.4161

Office of the City Clerk
City Hall • 375 Merrimack Street • Lowell, MA 01852
P: 978.674.4161 • F: 978.970.4162
www.LowellMA.gov

CITY COUNCIL MINUTES

Michael Q. Geary
City Clerk

Date:
October 27, 2026
Angela M. Gitschier
Assistant City Clerk
Time:
6:30 PM
Location: City Council Chamber, 375 Merrimack Street, 2nd Floor,
Lowell, MA / Zoom (Hybrid)
1. ROLL CALL
Roll Call showed 10 present (C. Chau, C. Descoteaux, M. Gitschier, C.
Juran, C. Liang, C. McDonough, C. Mercier, C. Nuon, C. Robinson, C.
Scott).
M. Gitschier presiding.
At the conclusion of the meeting C. Descoteaux offered a moment of
silence in darkened chamber for Maureen Keene, wife of Interim Fire Chief
David Keene.
2. MAYOR'S BUSINESS
2.1. Communication Remote / Zoom Participation.
In City Council, Motion “To accept and place on file” by C. Scott, seconded
by C. Chau. So voted.
2.2. Proclamation - Breast Cancer Awareness.
In City Council, Motion “To accept and place on file” by C. Descoteaux,
seconded by C. Juran. So voted. M. Gitschier read the proclamation.
2.3. Citation - Kolthyda (Nina) Hok.
In City Council, Motion “To accept and place on file” by C. Chau, seconded
by C. McDonough. So voted. M. Gitschier read the citation noting Ms.
Hok’s journey to becoming a business owner (Nails Express) in the City.
Ms. Hok thanked the Council and noted her appreciation. C. Chau
recognized the accomplishments of Ms. Hok.

Office of the City Clerk
City Hall • 375 Merrimack Street • Lowell, MA 01852
P: 978.674.4161 • F: 978.970.4162
www.LowellMA.gov

Motion by C. Mercier, seconded by C. Nuon to take Item #5.3 out of order.
Michael Q. Geary
So voted.
City Clerk
Angela M. Gitschier
3. CITY CLERK
Assistant City Clerk
3.1. Minutes of Non-Profit Organization SC October 20th; City Council
Regular Meeting October 20th, for acceptance.

In City Council, Motion “To accept and place on file” by C. Liang, seconded
by C. Juran. So voted.
4. CITY COUNCIL - MOTIONS
4.1. C. McDonough - Req. City Mgr. have the appropriate departments
work with community partners such as the LDNA, small businesses,
event organizers, and others to identify underutilized public spaces
and explore potential improvements to increase foot traffic in and
around the downtown.
In City Council, seconded by C. Liang, referred to City Manager. So voted.
C. McDonough noted the number of ideas that are suggested for use and
that they should be organized so that some can assist with using City for
property for open space. C. Robinson suggested open space use for part
of City property on Market Street. C. Robinson noted downtown area is a
neighborhood.
4.2. C. McDonough - Req. City Mgr. provide information regarding the
anticipated opening of the Bicentennial Park on Jackson Street.
In City Council, seconded by C. Mercier, referred to City Manager. So
voted. C. McDonough noted it was approved green space that needs to be
open to the public.
Motion by C. Nuon, seconded by C. Liang to take Item #6.5 out of order.
So voted.
4.3. C. Robinson - Req. City Mgr. have the proper department examine
and address through proper channels the on-ramp leading to the
Hunts Falls rotary from Centralville, including yield signage.
In City Council, seconded by C. Mercier, referred to City Manager. So
voted. C. Robinson noted this was a hot button issue for residents. C.

Office of the City Clerk
City Hall • 375 Merrimack Street • Lowell, MA 01852
P: 978.674.4161 • F: 978.970.4162
www.LowellMA.gov

Juran questioned what the issue was in the area, noting she did not notice
Michael Q. Geary
any. C. Robinson described the challenges and noted the number of
City Clerk
complaints by the residents of the City.
Angela M. Gitschier
4.4. C. Robinson / C. Descoteaux - Req. City Mgr. have the properAssistant City Clerk

departments work together to offer a public Flock Camera
demonstration with a question-and-answer session.
In City Council, no second needed, referred to City Manager. So voted.
Registered speaker, Ron Peacetree (comment – noted concerns with the
system and how the company uses it, must follow legal protocol) and
Joseph Boyle (comment – noted the need for an open process for residents
and not to force it upon them), addressed the body. C. Robinson
commented on his review of the system and the process by the police and
that it is helpful to law enforcement. C. Descoteaux commented on the
presentation by the Lowell Police and that the company could be added as
well for presentations. C. Descoteaux commented on the audit protections
in the system and that it was a deterrent to crime. C. Nuon noted public
information builds trust. C. McDonough noted a public conversation must
be done. C. McDonough questioned the release of recent executive
session minutes regarding Flock. M. Gitschier outlined the process.
Motion by C. McDonough, seconded by C. Nuon to review for possible
release executive session minutes regarding use of the Flock Camera
System by Law Department and City Council. Adopted per Roll Call vote 8
yeas (C. Chau, C. Juran, M. Gitschier, C. Liang, C. McDonough, C. Nuon,
C. Robinson, C. Scott), 2 nays (C. Descoteaux, C. Mercier). So voted. City
Solicitor Williams noted review by the Law Department is necessary as a
step to release such minutes and that they are confidential until release. C.
Robinson indicated that another executive session is forthcoming regarding
Flock and questioned if release would be proper. C. Juran noted a process
must be developed regarding release of the executive minutes. C. Chau
questioned if he could vote to release minutes if he was not at the executive
session. City Solicitor Williams indicated he could. C. Mercier noted topic
was in executive session and that the motion should be referred there.
Chair released to Vice Chair Nuon at 8:45 PM. M. Gitschier questioned bid
process for this vendor and noted that they should not be at any
presentation as it would just be a sales pitch. Chair returned at 8:47 PM.
C. Robinson noted first step is to have the police provide public
demonstration of Flock.

Office of the City Clerk
City Hall • 375 Merrimack Street • Lowell, MA 01852
P: 978.674.4161 • F: 978.970.4162
www.LowellMA.gov

4.5. C. Robinson / M. Gitschier - Req. City Mgr. and the Council send
a
Michael Q. Geary
letter clearly stating opposition to repurposing the ICC into any type
City Clerk
of shelter due to the City’s economic and developmental goals and
Angela M. Gitschier
objectives.
Assistant City Clerk

In City Council, no second needed, referred to City Manager. So voted.
Registered speaker, Ron Peacetree (comment – gave economics of using
the ICC for a shelter and that the need will be there), addressed the
Council. Chair released to Vice Chair Nuon at 8:50 PM. M. Gitschier noted
UML owns the site and that they have a process and a plan for it which
does not seem to be for a shelter based upon meeting with UML Chacellor
Chen. Chair returned at 9:00 PM. C. Robinson noted the need for clear
information. C. McDonough noted it was a false headline and that they
must know the UML process.
4.6. M. Gitschier - Req. City Mgr. provide the City Council with a report
on the yearly cost of providing a freeze on property tax increases for
any senior citizen over the age of 75 who have lived in and owned
their current residence for more than 30 years.
In City Council, seconded by C. Nuon, referred to City Manager. So voted.
C. Juran commented on the motion indicating that there are many variables
that may offend people and that there should be possible reimbursement
when property is sold. Chair released to Vice Chair Nuon at 9:06 PM. M.
Gitschier noted with every legislation there are always others who wants it
and that possible reimbursement may be favorable. Chair returned at 9:10
PM. C. Scott recognized the difficulty in administering it and that seniors
should be made aware of all programs available to them. C. McDonough
noted the available programs to the seniors.
5. COMMUNICATIONS FROM CITY MANAGER
5.1. Motion Responses.
A) Motion Response - Tree Committee October 2026 Update - In City
Council, Motion “To accept and place on file” by C. McDonough, seconded
by C. Mercier. So voted. Chair released to Vice Chair Nuon at 9:12 PM.
M. Gitschier noted language should say regulatory and advisory powers to
committee. Chair returned at 9:15 PM. C. Robinson noted appoints are
approved by Council.
B) Motion Response - Father Maguire - In City Council, Motion “To

Office of the City Clerk
City Hall • 375 Merrimack Street • Lowell, MA 01852
P: 978.674.4161 • F: 978.970.4162
www.LowellMA.gov

accept and place on file” by C. Descoteaux, seconded by C. Juran. So Michael Q. Geary
voted. C. Mercier noted the amount of work done at the site and that
City Clerk
exercise equipment will be available in the future which is a great start. C.
Angela M. Gitschier
Robinson indicated that there is available grant money for such expansion.
Assistant City Clerk
C. Juran noted the need to know how projects are prioritized for completion
in the City. Yovani Baez-Rose (DPD) outlined that process, and it is
needed to ensure gran funding.
C) Motion Response - 105 Market Street - In City Council, Motion “To
accept and place on file” by C. Mercier, seconded by C. Nuon. So voted.
C. McDonough commented on improvements in the area and that police
calls have increased over the years and that should be addressed. C.
Descoteaux questioned when report regarding bars versus restaurants
licenses will be available. City Solicitor Williams indicated next meeting will
have such a report.
D) Motion Response – Non-Profit PILOT Letter - In City Council, Motion
“To accept and place on file” by C. Scott, seconded by C. McDonough. So
voted. C. Robinson noted the need to set up a process and that asking is
the first step as there is a need for funding.
5.2. Informational Reports
Informational Report - Traffic Ordinance - In City Council, Motion “To
accept and place on file” by C. Mercier, seconded by C. Nuon. So voted.
C. Juran questioned Warren Street language.
Informational Report - Career Center Performance FY2026 - In City
Council, Motion “To accept and place on file” by C. Mercier, seconded by
C. Nuon. So voted. Shawn Machado (Asst. City Manager) highlighted
portions of the report noting the number of clients served along with the
meeting of goals set by the organization. Mr. Machado noted the efforts of
the staff and director, Nancy Gagnon. C. Juran questioned aspects of the
report. Ms. Gagnon commented on differences in ratings. C. Robinson
noted the report and indicated that area will suffer more job losses. Mr.
Machado noted the recent award to Ms. Gagnon. C. Scott recognized the
effort of the department. M. Gitschier thanked the organization.
5.3. Communication - Appointment of New Members to Various
Boards and Commissions.

Office of the City Clerk
City Hall • 375 Merrimack Street • Lowell, MA 01852
P: 978.674.4161 • F: 978.970.4162
www.LowellMA.gov

In City Council, Motion “To Adopt” by C. Robinson, seconded by C. Scott.
Michael Q. Geary
Adopted per Roll Call vote 10 yeas (C. Chau, C. Descoteaux, C. Juran, M. City Clerk
Gitschier, C. Liang, C. McDonough, C. Mercier, C. Nuon, C. Robinson, C.
Angela M. Gitschier
Scott). So voted. Jennifer Guilbeault was appointed to the Community
Assistant City Clerk
Preservation Committee and Timoth Hovey was appointed to the Zoning
Board of Appeals. Ms. Guilbeault thanked the Council and was honored to
serve the City.
Motion by C. Robinson, seconded by C. Nuon to take Item #5.2
(Informational Reports) out of order. So voted.
6. VOTES FROM THE CITY MANAGER
6.1. Vote - MRF FY2027.
In City Council, Given 1st Reading. Motion to refer to Public Hearing on
November 10, 2026 @ 7 PM by C. Nuon, seconded by C. Liang. So voted.
6.2. Vote - Amend JAM Plan - 278 Middlesex Street.
In City Council, Given 2nd reading. Motion “To Adopt” by C. Nuon,
seconded by C. McDonough. Adopted per Roll Call vote 10 yeas (C. Chau,
C. Descoteaux, M. Gitschier, C. Juran, C. Liang, C. McDonough, C.
Mercier, C. Nuon, C. Robinson, C. Scott). So voted. Ms. Baez-Rose
commented on the change and the need for the change which would be
developed by Heritage Properties.
6.3. Vote - $1.5mil Supplemental Appropriation – Fire.
In City Council, Given 2nd reading. Motion “To Adopt” by C. Mercier,
seconded by C. Chau. Adopted per Roll Call vote 10 yeas (C. Chau, C.
Descoteaux, M. Gitschier, C. Juran, C. Liang, C. McDonough, C. Mercier,
C. Nuon, C. Robinson, C. Scott). So voted. C. Juran questioned the tax
implications. Conor Baldwin (CFO) noted need to vote on matter before tax
rate is set noting that setting a future tax levy is based on estimates but
would not affect current rate. C. Juran noted support as it would not
increase taxes. C. Juran noted it would not correct overtime wages in the
short term. Manager Golden, Jr. laid out the financial aspects of the vote
and noted long term planning which would be affected by retirements and
other occurrences in the department. Mr. Baldwin noted time will tell
regarding overtime use. Manager Golden, Jr. Noted meetings with fire

Office of the City Clerk
City Hall • 375 Merrimack Street • Lowell, MA 01852
P: 978.674.4161 • F: 978.970.4162
www.LowellMA.gov

unions. C. Nuon noted the need to hire and questioned time frame.
Michael Q. Geary
Registered speaker, Bill Harland (LFD Union) voiced his support of the vote City Clerk
and commented on hiring process for new fire fighters. C. Scott noted
effect of retirements on staffing in the department. Mr. Baldwin noted Angela
it is M. Gitschier
Assistant
City Clerk
best if there is advanced notice of retirements but that does not always
happen but there seems to be 3-4 per year. C. Robinson noted contract
with union is due next year. C. Descoteaux commented on training for new
fire fighters and noted concern for overtime. C. Mercier noted support of
the vote and the need to hire in the department. C. McDonough noted
better time is to discuss these matters when developing the budget. Chair
released to Vice Chair Nuon at 8:02 PM. M. Gitschier commented on the
depletion of the staff and that vote would not reduce overtime wages. M.
Gitschier noted the City provides too many sick days to employees so they
can expect overtime wages. Chair returned at 8:09 PM. C. Liang noted
there is no quick relief for overtime wages and must see how it goes in the
long run. C. Robinson noted the need to streamline the hiring process. C.
Descoteaux requested LFD report regarding spending.
Motion by C. Descoteaux, seconded by C. Chau to take Item #8.2 out of
order. So voted.
6.4. Vote - Transfer $180,430 - PEG Fund.
In City Council, Given 2nd reading. Motion “To Adopt” by C. Robinson,
seconded by C. Juran. Adopted per Roll Call vote 7 yeas (C. Chau, C.
Descoteaux, M. Gitschier, C. Juran, C. Mercier, C. Nuon, C. Scott), 2 nays
(C. McDonough, C. Robinson. So voted. C. McDonough questioned where
funds went. Mr. Baldwin noted it was part of the Comcast Franchise
Agreement and money would go to City and Lowell Telecommunications
Corporation (LTC) for support of municipal programming. C. McDonough
noted that LTC still has not resolved contract with workers. C. Liang noted
he would recuse self from vote and discussion of the matter as a board
member. C. Robinson commented on job contract with LTC. Mr. Baldwin
noted City was not privy to that contract. Austin Ball (Asst. CFO) noted
funds would go to costs to LTC for municipal programming. Motion by C.
McDonough, second by C. Robinson to reduce amount to $152,000.00.
DEFEATED per Roll Call vote 3 yeas (M. Gitschier, C. McDonough, C.
Robinson), 6 nays (C. Chau, C. Descoteaux, C. Juran, C. Mercier, C. Nuon,
C. Scott), 1 recuse (C. Liang). So voted.

Office of the City Clerk
City Hall • 375 Merrimack Street • Lowell, MA 01852
P: 978.674.4161 • F: 978.970.4162
www.LowellMA.gov

6.5. Vote - Transfer $1.1mil - Free Cash LPD.

Michael Q. Geary
City Clerk

In City Council, Given 2nd reading. Motion “To Adopt” by C. Nuon,
Angela M. Gitschier
seconded by C. Descoteaux. Adopted per Roll Call vote 7 yeas (C. Chau,
City Clerk
C. Descoteaux, C. Juran, C. Liang, C. Mercier, C. Nuon, C. Robinson),Assistant
3
nays (M. Gitschier, C. McDonough, C. Scott). So voted. C. Nuon noted
transfer was to support police infrastructure and resources and questioned
amount remaining in Free Cash. Mr. Baldwin indicated the total remaining
and there were sufficient funds to complete scheduled projects. C.
Robinson questioned if vehicles have maintenance plan. Dept. Supt.
LeBlanc noted maintenance is done in-house and outlined the rotation of
older vehicles. C. McDonough noted reduction in number of vehicles
should have been planned during budget talks. Mr. Baldwin noted
equipment is part of capital plan but indicated that police vehicles differ due
to excessive use and mileage. C. Scott questioned age of vehicles when
rotated and if transfer is for body cameras as well. Dept. Supt. LeBlanc
outlined rotation of vehicles and indicated that tasers are part of the funding
as well. C. Descoteaux commented on the use of cameras. Dept. Supt.
LeBlanc noted contract allows for replacements. Chair released to Vice
Chair Nuon at 7:01 PM. M. Gitschier stated that discussion and funding
should have been done during budget session. Dept. Supt. LeBlanc
commented on the timing and the need for the funding and the savings that
will be realized by this vote. Motion by M. Gitschier, seconded by C.
McDonough to refer matter to Finance SC. After discussion motion was
withdrawn by M. Gitschier with no objection by C. McDonough. Chair
returned at 7:07 PM. C. Descoteaux questioned the remaining Free Cash.
C. Robinson questioned if cemetery work would be affected by the transfer.
Mr. Baldwin indicated that the work was not funded by Free Cash. C. Nuon
questioned if proper use of Free Cash. Mr. Baldwin noted funds were being
reallocated and was within statute. C. Mercier noted public safety is
number one priority and that there is no effect on taxes. C. McDonough
noted concern with Free Cash and that issue should have been addressed
at budget time. C. Liang noted support but needed to know earlier. C.
Chau noted need to support police to ensure safety of the public. C. Juran
noted the immediate need for public safety but commented that such
matters should go before the Finance SC. C. Scott recognized the
immediate need for the police and that same standard should apply for fire
department. Chair released to Vice Chair Nuon at 7:25 PM. M. Gitschier
commented that questions should be formulated at budget creating time.
Manager Golden, Jr. noted the need to fill budget gaps. M. Gitschier

Office of the City Clerk
City Hall • 375 Merrimack Street • Lowell, MA 01852
P: 978.674.4161 • F: 978.970.4162
www.LowellMA.gov

indicated a no vote is not against public safety but that a yes vote is against
Michael Q. Geary
support for school building repair. Chair returned at 7:34 PM.
City Clerk
7. REPORTS (SUB/COMMITTEE, IF ANY)
7.1. Non-Profit Organization SC October 20, 2026.

Angela M. Gitschier
Assistant City Clerk

In City Council, C. Liang provided report outlining discussion of smaller
non-profits being on same footing as bigger ones. C. Liang noted that
Community Teamwork could not provide the presentation and that there
were two smaller non-profits (Lowell Caribbean Festival and Roberto Clemente
League) there describing their organizations. Motion by C. Mercier,
seconded by C. McDonough to accept the report as a report of progress.
So voted.
8. PETITIONS
8.1. Claims -(2) Property Damage.
In City Council, Motion to refer to Law Department for report and
recommendation by C. Robinson, seconded by C. Mercier. So voted.
8.2. Misc. - Ryan Underwood request permission to address Council
regarding stability of tree encroaching property at 38 Foch Street.
In City Council, Motion to refer to City Manager/DPW for report and
recommendation by C. Mercier, seconded by C. Descoteaux. So voted.
Mr. Underwood provided pictures and described the tree encroaching on
his property. C. Mercier noted concern with this type of tree. C.
Descoteaux requested petitioner be kept informed.
Motion by C. Mercier, seconded by C. Scott to bundle and refer Items #8.3
to #8.6, inclusive. So voted.
8.3. Boston Gas - Request replacing gas main at 61 Durant Street.
In City Council, Given 1st Reading. Motion to refer to Public Hearing on
November 10, 2026 @ 7 PM by C. Mercier, seconded by C. Scott. So
voted.
8.4. Boston Gas - Request installation of gas main on Old Ferry Road
to Pawtucket Boulevard.

Office of the City Clerk
City Hall • 375 Merrimack Street • Lowell, MA 01852
P: 978.674.4161 • F: 978.970.4162
www.LowellMA.gov
Michael Q. Geary

In City Council, Given 1st Reading. Motion to refer to Public Hearing on
City Clerk
November 10, 2026 @ 7 PM by C. Mercier, seconded by C. Scott. So
Angela M. Gitschier
voted.
Assistant City Clerk

8.5. Boston Gas - Request replacement of existing gas main on 18th
Street alongside 598 Beacon Street.
In City Council, Given 1st Reading. Motion to refer to Public Hearing on
November 10, 2026 @ 7 PM by C. Mercier, seconded by C. Scott. So
voted.
8.6. National Grid - Request installation on handhole in sidewalk in
front of 114 Merrimack Street.
In City Council, Given 1st Reading. Motion to refer to Public Hearing on
November 10, 2026 @ 7 PM by C. Mercier, seconded by C. Scott. So
voted.
9. CITY COUNCIL - EXECUTIVE SESSION
9.1. Executive Session - To Consider and Discuss Potential Tax
Increment Exemption (TIE) Agreement with 78-80 Middlesex Street,
LLC, Public Discussion Of Which Could Have A Detrimental Effect On
The City’s Position; And Further to Discuss Ongoing Negotiations
Relative to HCID Parcel 2A (Cabot, Cabot & Forbes), Public
Discussion Of Which Could Have A Detrimental Effect On The City’s
Position.
In City Council, M. Gitschier stated purpose of the session, Motion to enter
executive session and adjourn from that session by C. McDonough,
seconded by C. Chau. (9:47 PM). Adopted per Roll Call vote 10 yeas (C.
Chau, C. Descoteaux, M. Gitschier, C. Juran, C. Liang, C. McDonough, C.
Mercier, C. Nuon, C. Robinson, C. Scott). So voted.
10. ANNOUNCEMENTS
In City Council, Manager Golden, Jr. Noted upcoming Massachusetts
Municipal Association breakfast.
11. ADJOURNMENT

Office of the City Clerk
City Hall • 375 Merrimack Street • Lowell, MA 01852
P: 978.674.4161 • F: 978.970.4162
www.LowellMA.gov
Michael Q. Geary
City Clerk

In City Council, Motion to Adjourn from Executive Session by C. Mercier,
seconded by C. McDonough. So voted.
Meeting adjourned from Executive Session at 10:10 PM.
___________________________________
Michael Q. Geary, City Clerk

Angela M. Gitschier
Assistant City Clerk

The City of Lowell • Department of Planning and Development
JFK Civic Center • 50 Arcand Drive • Lowell, MA 01852
P: 978.674-4252 • F: 978.970.4262
www.LowellMA.gov
Yovani Baez-Rose
Assistant City Manager/DPD Director
Camilo Espitia
Deputy Director

MEMORANDUM
TO:

Thomas A. Golden, Jr., City Manager

FROM:

Yovani Baez-Rose, Assistant City Manager/DPD Director

CC:

Elizabeth Oltman, PE, Transportation Engineer

SUBJECT:

MOTION RESPONSE # 15754 - 9/22/2026 - Mayor Gitschier Request City
Manager have the City Engineer provide the City Council with an updated accident
reporting since the new signals were installed on Westford at Stedman Streets

The traffic signal has been in full operation since November 2025 and was evaluated for timing
changes in December 2025. Several adjustments were made to extend the green time on Stedman
Street during peak hours. The following outlines the crashes experienced by the intersection before
and after installation of the traffic signal as reported to MassDOT’s IMPACT Portal and through
a review of LPD crash reports:
2022: 9 crashes (3 angle, 2 rear-end, 2 sideswipe, 2 single vehicle)
2023: 6 crashes (4 angle, 1 rear-end, 1 unknown)
2024: 7 crashes (2 angle, 3 rear-end, 1 head-on, 1 sideswipe)
2025: 8 crashes (3 angle, 2 sideswipe, 3 unknown)
2026: 2 crashes (1 angle, 1 sideswipe)
The installation of the traffic signal has significantly reduced the number and severity of the
crashes that occur at this intersection.
The MUTCD and FHWA guidance recommend reassessing a new traffic signal installation at a
one-year benchmark.
EMO

The City of Lowell • Department of Planning and Development
JFK Civic Center • 50 Arcand Drive • Lowell, MA 01852
P: 978.674-4252 • F: 978.970.4262
www.LowellMA.gov

MEMORANDUM

Yovani Baez-Rose
Assistant City Manager/DPD Director
Camilo Espitia
Deputy Director

TO:

Thomas A. Golden, Jr., City Manager

FROM:

Yovani Baez-Rose, Assistant City Manager/DPD Director

CC:

Elizabeth Oltman, PE, Transportation Engineer

SUBJECT:

MOTION RESPONSE: #13041 - 5/19/2026 – Councilor Nuon Request City Manager
have the appropriate department look to install a four-way stop sign on the corner of
South Loring and Shaw Streets

The City Transportation Engineer conducted an evaluation of South Loring Street with Shaw Street for
implementation of all-way traffic control. Currently, the South Loring Street approaches are under stop
sign control and Shaw Street is free-flowing. Shaw Street is used as an alternative route to Chelmsford
Street for vehicles traveling from the west and north. Both Shaw Street and South Loring Street are
classified as Local Roadways. A site visit to the intersection was performed during the afternoon weekday
peak commuter hours. During the site visit, it was observed that sight distances are somewhat restricted
on the northeast and southeast corners of the intersection due to solid fences at the back of sidewalks. This
does require drivers to stop twice at the intersection – once at the stop bar to look for pedestrians and a
second time after crossing the crosswalk to check for oncoming vehicles. This is a typical two-stage
approach required at many urban intersections. Stop signs are present on Shaw Street approximately 800
feet in each direction at Wilder Street and School Street.
The Manual on Uniform Traffic Control Devices (MUTCD) provides warrants for application of multiway stop control. These include a minimum volume requirement, a notable crash history, and the similar
operating characteristics of the two roadways. The MUTCD specifically prohibits the use of stop signs as
a traffic calming device.
The review of recent crash data at the intersection showed that three (3) crashes were recorded at the
intersection since 2022, with one (1) angle crash in 2026, as reported to MassDOT’s IMPACT Portal and
through a review of LPD crash reports. This crash history does not meet the minimum crash requirements.
The implementation of an all-way stop condition where not warranted for crash occurrence, vehicular
volume or other criteria as required by the MUTCD can cause a decrease in safety due to driver noncompliance. The Transportation Engineer does not recommend that a change in traffic control to an allway stop be installed at the intersection of South Loring Street with Shaw Street as a traffic calming
solution.
EMO

The City of Lowell • Department of Planning and Development
JFK Civic Center • 50 Arcand Drive • Lowell, MA 01852
P: 978.674-4252 • F: 978.970.4262
www.LowellMA.gov
Yovani Baez-Rose
Assistant City Manager/DPD Director

MEMORANDUM

Camilo Espitia
Deputy Director

TO:

Thomas A. Golden, Jr., City Manager

FROM:

Yovani Baez-Rose, Assistant City Manager/DPD Director

CC:

Elizabeth Oltman, PE, Transportation Engineer

SUBJECT:

MOTION RESPONSE: #14866 - 8/11/2026 – Councilor Descoteaux Request City
Manager have the Transportation Engineer provide an update on safety improvement at
the intersection of Princeton Boulevard and Baldwin Street/Foster Street

The intersections of Princeton Boulevard with Foster Street and with Baldwin Street are under
MassDOT jurisdiction. MassDOT has been requested to review these intersections for any
interventions as appropriate. The intersection of Princeton Boulevard and Baldwin Street is a signalized
intersection that is MassDOT’s responsibility to address. The City is continuing to paint pavement
markings through November and will address the crosswalks and stop bars at Princeton Boulevard and
Foster Street if they are in poor condition when we are at nearby City intersections.
EMO

The City of Lowell • Department of Planning and Development
JFK Civic Center • 50 Arcand Drive • Lowell, MA 01852
P: 978.674-4252 • F: 978.970.4262
www.LowellMA.gov
Yovani Baez-Rose
Assistant City Manager/DPD Director

MEMORANDUM

Camilo Espitia
Deputy Director

TO:

Thomas A. Golden, Jr., City Manager

FROM:

Yovani Baez-Rose, Assistant City Manager/DPD Director

CC:

Elizabeth Oltman, PE, Transportation Engineer

SUBJECT:

MOTION RESPONSE: #14876 - 8/11/2026 - Councilor Robinson Request City
Manager have the traffic engineer install a flashing all-way stop at bottom of Mt
Pleasant and 1st Street Boulevard

The City has only recently installed “flashing” stop signs in one location in Centralville through an
equipment grant from MassDOT. Prior concerns regarding the brightness of the LED flashing borders
and abutting resident complaints have not been realized. The flashing stop signs at West 6th Street and
Bunker Hill Avenue have had questionable durability over the last 10 months but have generally
remained partially functional. Several high-crash all-way stop intersections are being reviewed via a
grant through MassDOT’s LEAP program for low-cost, high-impact improvements. Recommendations
that include the installation of flashing stop signs are anticipated, as these are now preferred in many
locations by MassDOT.
Due to minimal streetlight presence and the skewed geometric alignment of 1st Street Boulevard and
Mt. Pleasant Street at their intersection with VFW Highway, flashing stop signs would be appropriate
in this location. The Transportation Engineer will work with the LPD Sign Shop to order and install
these signs. It is noted that each solar-powered LED stop sign is approximately $1,500 and requires 34 hours to assemble and install.
EMO

The City of Lowell • Department of Planning and Development
JFK Civic Center • 50 Arcand Drive • Lowell, MA 01852
P: 978.674-4252 • F: 978.970.4262
www.LowellMA.gov
Yovani Baez-Rose
Assistant City Manager/DPD Director
Camilo Espitia
Deputy Director

MEMORANDUM
TO:

Thomas A. Golden, Jr., City Manager

FROM:

Yovani Baez-Rose, Assistant City Manager/DPD Director

CC:

Elizabeth Oltman, PE, Transportation Engineer

SUBJECT:

MOTION RESPONSE: #18986 - 6/30/2026 - Councilor Juran and Councilor Scott
Request City Manager ask the proper department to consider options for addressing
safety concerns at the intersection of Lawrence Street and Billerica Street

The City Transportation Engineer conducted a safety evaluation of the intersection of Billerica Street
with Lawrence Street. Currently, the Billerica Street approach is under stop sign control and Lawrence
Street is free-flowing. Lawrence Street is classified as a minor arterial and Billerica Street is classified
as a local roadway. Billerica Street intersects Lawrence Street just south of a grade separated
MBTA/CSX rail bridge that significantly restricts sight distances for turning vehicles exiting Billerica
Street and for vehicles approaching the intersection traveling south on Lawrence Street.
A total of seven (7) crashes were recorded in 2025 and 2026, as reported to MassDOT’s IMPACT
Portal and through a review of LPD crash reports. A mirror is maintained on the bridge abutment
opposite Billerica Street to aid vehicles exiting.
In 2026, the Engineering Department and DPD collaborated to improve the safety of several
unsignalized intersections with targeted reconstruction or realignment through the Engineering
Department’s ADA sidewalk improvement contract, including: East Merrimack Street with High
Street, Chapel Street with Central Street, Parker Street with Wilder Street, and Broadway Street with
Dummer Street. The intersection of Billerica Street with Lawrence Street would be a good candidate
for this type of intervention in 2027.
EMO

The City of Lowell • Department of Planning and Development
JFK Civic Center • 50 Arcand Drive • Lowell, MA 01852
P: 978.674-4252 • F: 978.970.4262
www.LowellMA.gov
Yovani Baez-Rose
Assistant City Manager/DPD Director
Camilo Espitia
Deputy Director

MEMORANDUM
TO:

Thomas A. Golden, Jr., City Manager

FROM:

Yovani Baez-Rose, Assistant City Manager/DPD Director

CC:

Elizabeth Oltman, PE, Transportation Engineer

SUBJECT:

MOTION RESPONSE: #13999 - 6/30/2026 - Mayor Gitschier Request City
Manager have the Traffic Engineer look at adding active crosswalk signals on
Gorham Street at Manchester Street along with school zone signage

The Transportation Engineer will be issuing an Invitation for Bid for several Rapid Rectangular
Flashing Beacons (RRFB) to be placed at high-pedestrian crossings throughout the City. The
Gorham Street crossing at Manchester Street is a priority location for a new RRFB. It is noted that
ADA-compliant curb ramps are present at this crossing. A compliant school zone and associated
signage exists along Gorham Street. Additional pavement markings were installed in September
in accordance with a Safe Routes To School study and recommendation prepared for the Butler
Middle School.
EMO

The City of Lowell • Department of Planning and Development
JFK Civic Center • 50 Arcand Drive • Lowell, MA 01852
P: 978.674-4252 • F: 978.970.4262
www.LowellMA.gov
Yovani Baez-Rose
Assistant City Manager/DPD Director
Camilo Espitia
Deputy Director

MEMORANDUM
TO:

Thomas A. Golden, Jr., City Manager

FROM:

Yovani Baez-Rose, Assistant City Manager/DPD Director

CC:

Elizabeth Oltman, PE, Transportation Engineer

SUBJECT:

MOTION RESPONSE: #14870 - 8/11/2026 - Councilor McDonough Request City
Manager work with the appropriate department to explore the feasibility of traffic
calming measures at the intersection of Chapel and Elm Streets

The intersection of Chapel Street and Elm Street is a known location for “near miss” occurrences. On
three of the four corners, residential buildings are located at or close to the back of sidewalk. This
condition restricts the sight distances for vehicles entering the intersection, with the most restricted sight
distances to/from the west of the intersection. There is no on-street parking permitted on Elm Street near
Chapel Street, which maximizes the sight distances possible.
The review of recent crash data at the intersection showed that two (2) crashes were recorded at the
intersection in 2026, as reported to MassDOT’s IMPACT Portal and through a review of LPD crash
reports.
The intersection was previously reviewed for the installation of all-way stop control. Due to the impact
on the adjacent roadway system, implementation of all-way stop control remains not recommended.
The considerable roadway depression on Elm Street within the intersection was removed through the
localized paving program, improving the safety for vehicles traveling the street at night.
The pavement markings on Elm Street were recently updated through the Engineering Department’s
pavement preservation project. A double-yellow centerline and shoulder markings were installed along
the length of Elm Street. The presence of pavement markings can aid in reducing speeds and keeping
drivers on the correct side of the street, where they can be anticipated by vehicles turning from the side
streets, reducing the potential for conflicts.
EMO

The City of Lowell • Department of Planning and Development
JFK Civic Center • 50 Arcand Drive • Lowell, MA 01852
P: 978.674-4252 • F: 978.970.4262
www.LowellMA.gov
Yovani Baez-Rose
Assistant City Manager/DPD Director

MEMORANDUM

Camilo Espitia
Deputy Director

TO:

Thomas A. Golden, Jr., City Manager

FROM:

Yovani Baez-Rose, Assistant City Manager/DPD Director

CC:

Elizabeth Oltman, PE, Transportation Engineer

SUBJECT:

MOTION RESPONSE: #13043 - 5/19/2026 - Councilor Chau Request City Manager
direct the Department of Public Works and the Traffic Engineering Division to conduct
a comprehensive traffic and pedestrian safety study at the intersection of Pine Street and
Georgia Avenue, with particular attention to school bus pick-up and drop-off operations

The City Transportation Engineer conducted an evaluation of Pine Street with Georgia Avenue for
pedestrian safety. Currently, the Georgia Avenue approaches are under stop sign control and Pine Street
is free-flowing. Both Pine Street and Georgia Avenue are classified as Local Roadways. A site visit to the
intersection was performed during the morning weekday peak commuter hours when school was in
session. During the site visit, it was observed that sight distances are clear in both directions for vehicles
exiting Georgia Avenue. Crosswalks with ADA-compliant curb ramps are present on all approaches to
the intersection. Sidewalks are present on both sides of Pine Street and Georgia Avenue. Pedestrian
crossing signs are present on Pine Street in both directions.
Pine Street does have a curve to the west of the intersection which may cause some pedestrians to be
concerned when attempting to cross. The measured sight distance for vehicles approaching from the west
is approximately 250 feet, which is sufficient stopping distance for a vehicle traveling 35 mph to come to
a stop should they see a pedestrian crossing in the crosswalk.
The review of recent crash data at the intersection showed that one (1) single vehicle crash was recorded
at the intersection since 2023, as reported to MassDOT’s IMPACT Portal and through a review of LPD
crash reports. No specific concerns were received from the School Department regarding this intersection.
Pine Street as a corridor between Westford Street and Stevens Street has 14-foot travel lanes with no onstreet parking, which may cause some increase in vehicle speeds. The Transportation Engineer and the
Engineering Department will continue to review the corridor for opportunities to reduce speeds through
geometric changes.
EMO

City of Lowell - Law Department

375 Merrimack Street, 3rd Floor • Lowell MA 01852-5909
Tel: 978.674.4050 • Fax: 978.453.1510 • www.lowellma.gov
Corey F. Williams

City Solicitor
Garrett Beaulieu
Michael Broderick
First Assistant Citi; Solicitors

MEMORANDUM

cJ7

TO:

Thomas A. Golden, Jr., City Manage

FROM:

Corey F. Williams, City Solicitor

DATE:

November 3, 2026

� W.

Timothy A. French
Assistant Citi; Solicitor/
Tax Title/Land Use Attornei;
Olivia C. Hart-Paulson
Thomas G. Wood
Assistant Citi; Solicitors

SUBJECT: MOTION RESPONSES:
June 30, 2026 - C. Descoteaux -Req. City Mgr. provide the necessary steps in order
to increase the number of "all alcohol" package store licenses #13987
August 11, 2026 - C. Gitschier - Req. City Mgr. provide the City Council with a
report on the pros and cons of creating an ordinance closing all bars and
restaurants at midnight throughout the City #14879
July 14, 2026 - C. Mercier - Req. the City Manager have the City Solicitor and
License Commission re-visit the law concerning "Bar Licenses" (re: no bars in
Lowell) that allow minors to be in said establishments and change this policy,
establish a cutoff time for minors, look at Curfew Ordinance, call it a bar and revert
back to the way it was for the sake of our children. #14310
July 14, 2026 - C. Robinson -Req. the City Mgr. have the proper department provide
a draft of re classifying establishments that serve alcohol and provide a pathway
forward to regulating age requirements #14320
July 14, 2026 - C. McDonough/C. Descoteaux - Req. the City Mgr. work with the
appropriate department and license commission to, as quickly as possible, take all
necessary steps to create separate licensing requirements for bars/taverns/nightclubs
and restaurants #14321
I.

Increasing the number of "all alcohol" Package Store Licenses
The Commonwealth's Liquor Control Act (General Laws chapter 138, § 17) sets a

population-based quota for alcoholic beverages licenses for each city or town. The statutory quota

Office of the City Manager
City Hall • 375 Merrimack Street • Lowell, MA 01852
P: 978.970.4000 • F: 978.970.4007
www.LowellMA.gov
Thomas A. Golden, Jr.
City Manager
Shawn Machado
Assistant City Manager

November 3, 2026
Mayor Erik R. Gitschier
And
Members of the City Council
RE:

Reappointments

Dear Mayor Gitschier and Members of the City Council:
Pursuant to the authority vested in me as the City Manager, I am reappointing the following
persons to various Boards and Commissions in the City of Lowell:
Maria Sheehy (Memorial Auditorium Board)
(which term shall expire 12/17/2029, or until such a time thereafter as a successor is
appointed and qualified); and
Richard Cote (Veterans Commission)
(which term shall expire 9/10/2028, or until such a time thereafter as a successor is
appointed and qualified); and
James J. Gaffney III (Veterans Commission)
(which term shall expire 8/13/2028, or until such a time thereafter as a successor is
appointed and qualified); and
Confirmation by the City Council is required for these reappointments and is hereby requested. I
would be happy to answer any inquiry you may have concerning these reappointments.
Very truly yours,

Thomas A. Golden, Jr.
City Manager

COMMONWEALTH OF MASSACHUSETTS
CITY OF LOWELL
In City Council
VOTE
Authorizing the City Manager on behalf of the City of Lowell to request approval
for the following plan change to the Acre Urban Revitalization and Development Plan from
the Commonwealth of Massachusetts Department of Housing and Community
Development (DHCD).
------The Acre Urban Revitalization and Development Plan was approved and accepted
by the City Council by Vote dated June 8, 1999, which Plan was further approved by the
Department of Housing and Community Development of the Commonwealth of
Massachusetts on January 27, 2000; and was amended by the City Council on December
10, 2002 (approved by DHCD on December 31, 2002) and further amended by the City
Council on January 14, 2003 (approved by DHCD on February 5, 2003), and on February
25, 2003 (approved by DHCD on March 10, 2003), and on July 22, 2003 (approved by
DHCD on August 7, 2003); and on November 25, 2003 (approved by DHCD on December
17, 2003); and on April 6, 2004 (approved by DHCD on May 5, 2004); and on February 1,
2005 (approved by DHCD on March 1, 2005); and on August 14, 2007 (approved by
DHCD October 1, 2007); and on November 13, 2007 (approved by DHCD on December
19, 2007), and on June 12, 2012 (approved by DHCD on June 27, 2012); and on September
10, 2013 (approved on November 15, 2013) and on March 31, 2015 (approved by DHCD
on May 7, 2015) and on December 12, 2017 (approved by DHCD on March 12, 2018) and
on November 12, 2019 (approved by DHCD on January 7, 2020) and on January 4, 2022
(approved by DHCD on March 25, 2022) and on December 3, 2024 (approved by DHCD
on December 17, 2024).
A “Notice of Approval of the Plan and Declaration of Restrictions” was duly
recorded with Middlesex North District Registry of Deeds on April 12, 2000 in Book
10761, Page 2; and
In furtherance of said Plan a minor change under 760 CMR 12:03(1). The proposed
amendment will add the entirety of 276 Broadway Street as an Acquisition Parcel,
including all three units (the Lowell Senior Center, Former Walgreen’s unit, and the
Blacksmith Shop Building unit) and the surface parking area;
WHEREAS, 760 CMR 12:03 (1) requires that requests for plan changes submitted
to DHCD require a resolution from the operating agency adopting the plan change;

NOW, THEREFORE, BE IT VOTED BY A TWO-THIRDS VOTE:
That in furtherance of the Acre Urban Revitalization and Development Plan the
City Manager, in the name of the City of Lowell, is authorized to request the following
plan change from DHCD:
(1)
Amend Map G,I,J (Acquisitions, Demolitions, and Rehabilitations) to include 276
Broadway Street as a property to be acquired. This area can be referenced as Acre Plan
Parcels 205, 211, 212, and the portions of Parcel 210 that remain as a parking lot today.
BE IT FURTHER VOTED:
That the City Manager be and is hereby authorized, in the name of the City of
Lowell, to submit a request for approval of the aforementioned plan change to DHCD and
to execute any documents as may be necessary in connection therewith.

VoteRevitalizationPlansPlanChangeAcreAmend

Office of the City Manager
City Hall • 375 Merrimack Street • Lowell, MA 01852
P: 978.674.4400 • F: 978.970.4007
www.LowellMA.gov

2

Thomas A. Golden, Jr.
City Manager

October 29, 2026
Mayor Erik R. Gitschier
and
Members of the Lowell City Council
REFERENCE: Authorization to Request Acre Plan Amendment #17

Dear Mayor Gitschier and Members of the Lowell City Council,
The Department of Planning and Development respectfully requests a vote authorizing the City
Manager to request an amendment to the Acre Urban Renewal Plan. The proposed plan change will
add the entirety of 276 Broadway Street as an Acquisition Parcel, including all three units (the
Lowell Senior Center, Former Walgreen’s unit, and the Blacksmith Shop Building unit) and the
surface parking area. This is a required step prior to acquisition by the city.
The requested plan change will amend Map G,I,J (Acquisitions, Demolitions, and Rehabilitations)
to include 276 Broadway Street as a property to be acquired. This area can be referenced as Acre
Plan Parcels 205, 211, 212, and the portions of Parcel 210 that remain as a parking lot today. See
Figure 1 attached to this document for an outline of the area.
Please do not hesitate to reach out with any further questions.
Sincerely,

Thomas A. Golden, Jr.
City Manager
CC:

Yovani Baez-Rose, Assistant City Manager/DPD Director
Camilo Espitia, Deputy Director DPD
Jesse Strod, Urban Renewal Project Manager

2

Office of the City Manager
City Hall • 375 Merrimack Street • Lowell, MA 01852
P: 978.674.4400 • F: 978.970.4007
www.LowellMA.gov
Thomas A. Golden, Jr.

Figure 1: Acre Plan G,I,J Map with the relevant parcels outlined in black. These parcels will be City Manager
added as properties to be acquired.

COMMONWEALTH OF MASSACHUSETTS
CITY OF LOWELL
In City Council

VOTE

Authorizing the City of Lowell (“Buyer”) through its City Council to enter into a Purchase
and Sale Agreement with Nicholas C. Sarris, Trustee of the City Barns Condominium Trust
(“Seller”) for the purchase of property located at 276 Broadway Street in the City of Lowell.
--------WHEREAS, Nicholas C. Sarris, Trustee of the City Barns Condominium Trust is the owner
of 276 Broadway Street, hereinafter referred to as the “Real Property”, as further shown on
attachment “A” and certain Intangible Property, Leases, Property Documents, and Personal
Property and is desirous of selling the aforementioned property; and
WHEREAS, the City of Lowell is desirous of acquiring said Real Property; and
WHEREAS, the Buyer and the Seller have agreed to a Purchase and Sale Agreement which
is incorporated herein and made a part hereof;
WHEREAS, the City of Lowell deems that such purchase is in the best interest of the City.
NOW, THEREFORE, BE IT VOTED BY THE CITY COUNCIL OF THE CITY OF
LOWELL, as follows:
That the City of Lowell, through this Council, hereby authorizes the purchase of 276
Broadway Street in the City of Lowell.
BE IT FURTHER VOTED:
That the City of Lowell hereby ratifies and confirms all actions taken to date by its City
Manager in connection with or in furtherance of this acquisition of real property.
BE IT FURTHER VOTED:
That the City Manager on behalf of the City of Lowell is hereby authorized to enter into a
Purchase and Sale Agreement with Nicholas C. Sarris, Trustee of the City Barns Condominium
Trust, (“Seller”) for the purchase of the 276 Broadway Street in the City of Lowell for sum of
Three Million and 00/100 ($3,000,000.00) Dollars.

BE IT FURTHER VOTED:
That the Purchase and Sale Agreement and any amendments thereto contain such other
terms and conditions as the City Manager deems to be in the best interest of the City of Lowell.
BE IT FURTHER VOTED:
That City Manager is authorized to execute and deliver, and to accept on behalf of City of
Lowell any and all other documents related to this matter.

V:RealEstate/SeniorCenter

PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (“Agreement”) is made as of the ____
day of October, 2026, by and between Nicholas C. Sarris, Trustee of the City Barns
Condominium Trust, established under a Declaration of Trust dated October 5, 2001 , and
recorded with the Middlesex North District Registry of Deeds in Book 12237, Page 280
(“Seller”) and the City of Lowell, a municipal corporation with a principal place of business
at City Hall, 375 Merrimack Street, Lowell, MA 01852-5909 (“Buyer”), and is joined in for
the limited purposes set forth herein by Attorney George Theodorou as escrow agent (“Escrow
Agent”). The parties acknowledge that Attorney George Theodorou will act as the Escrow Agent
herein for the limited purpose of holding the deposit in his Rockland Trust IOLTA Account but
acts at the Attorney For Seller in the transaction.
BACKGROUND
A.
WHEREAS, Seller is the owner of that certain real property located on 276
Broadway Street, Lowell, MA comprising Units 2 & 3 of The City Barns Condominium
("Property"), consisting of all and/or a portion of the land described as Units 2 and 3 as well as
common areas in a certain condo declaration recorded with the Middlesex North Registry of
Deeds in Book 39391, page 18 (the “Property”) on the plan attached hereto as Exhibit A (the
“Plan”); and
B.
WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase from
Seller, pursuant to the terms and provisions of this Agreement, the Property.
TERMS AND CONDITIONS
In consideration of the mutual covenants and agreements herein contained, and intending
to be legally bound hereby, the parties hereto agree:
1.

General.

1.1.
Sale and Purchase. Seller hereby agrees to sell, transfer and convey title
to the Property to Buyer and Buyer hereby agrees to purchase and accept the Property from
Seller, in each case for the Purchase Price (as defined below), for the purpose of continued
operation of a Senior Center and general municipal purposes thereon and subject to the other
terms and conditions set forth in this Agreement. Included in the Sale are all the fixtures,
equipment, elevator, and appliances, if any, belonging to the Seller. The extent of the fixtures
and appliances that belong to the Seller may be governed by the provisions contained in the
Condominium Documents. Specifically excluded from this sale is Unit 1 of the condominium,
which the Seller desires to donate to the City through a separate Deed which shall be
acknowledged as a Charitable Donation in accordance with IRS Regulations for the present
value of TBD. The Buyer shall co-operate with the Seller in providing all necessary
documentation to effectively ensure the charitable donation of Unit 1.

1.2.
Title Deed. Said Property is to be conveyed by a good and sufficient
quitclaim deed running to the Buyer (the “Deed”) and said Deed shall convey a good and clear
record and marketable title thereto, free from encumbrances, except:
(i)
Provisions of existing building and zoning laws;
(ii)
Such taxes for the then current year as are not due and payable on the date
of the delivery of such deed;
(iii) Any liens for municipal betterments assessed after the date of this
agreement; and
(iv)
Easements, restrictions and reservations of record, if any, so long as they do
not interfere with Buyer’s anticipated or proposed use of the Property.
2.

Purchase Price.

2.1.
Purchase Price. The agreed purchase price for the Property shall be Three
Million and 00/100 Dollars ($3,000,000.00) (the “Purchase Price”).
2.2.
The Parties will enter into another agreement concurrent with this
Purchase and Sales Agreement which will address items including but not limited to
compensation for past Common Charges up to the date of closing which currently total
$443,443.46 to October 28, 2026 The sale of Units 2 & 3 as well as the donation of Unit 1 is
contingent on the payment of all outstanding common charges to Seller on the day of
closing.Time for Performance and Delivery of Deed. Such Deed is to be delivered at 10:00 a.m.
at the City of Lowell, Law Department, 375 Merrimack Street, City Hall, 3rd Floor, Lowell, MA,
on December 4, 2026, (the “Closing”). It is agreed that time is of the essence of this Agreement.
2.3.
Deposit. Concurrent with the execution and delivery of this Agreement by
Buyer, Buyer shall deliver to Escrow Agent to be held in escrow and delivered in accordance
with this Agreement in a non-interest-bearing account, in the amount of One Thousand and
00/100 Dollars ($1,000.00). The Deposit shall be held in escrow-by-Escrow Agent subject to the
terms of this Agreement, provided however that in the event of any disagreement the Escrow
Agent may retain said Deposit pending instructions in writing mutually given by the Seller and
the Buyer.
2.4.
Release of Deposit. The Deposit shall be applied against the Purchase
Price at the Closing. If the Seller shall fail to fulfill the Seller’s agreements herein, the deposit
shall be refunded immediately to the Buyer. If the Buyer shall fail to fulfill the Buyer's
agreements herein, the Deposit shall be retained by the Seller subject to the terms of this
Agreement The parties acknowledge that the purchase of this property by Buyer and the
Donation of Unit 1 is part of a settlement of a dispute between Buyer and Seller, in part, for the
collection of unpaid rent and common charges from March 2023 to date, which the Buyer
disputes. In the event that this transaction is not consummated, both parties retain all remedies
both at law and equity. In the event of any termination of this Agreement because of any default
by Seller, then Buyer shall be entitled to pursue all remedies available to it in law and in equity,
including without limitation specific performance. In the event of any termination of this
Agreement by Buyer, or the failure of Buyer to pay all outstanding common charges under the

terms of the Settlement Agreement of the parties, the Seller shall retain its rights to damages for
lost rent, common area charges and for possession of Unit 1
2.5.
Payment at Closing; Funding Agreement. At the Closing, Buyer shall
deliver to Seller payment in an amount equal to the Purchase Price less the Deposit. The
Purchase Price, subject to adjustments and apportionments as set forth herein, shall be paid at
Closing by wire transfer of immediately available federal funds, transferred to the order or
account of Seller. The delivery and recording of documents and the disbursement of funds shall
be effectuated at the Closing by a duly licensed Massachusetts Attorney at Law in accordance
with customary conveyancing practices (hereinafter the “Closing Agent”).
3.
Representations of Seller. With respect to the condition of the premises, the
Buyer acknowledges that the Seller has made no representations or warranties regarding the
condition of the Property and that the Property is accepted in its “AS IS” condition. Subject to all
matters disclosed in any document delivered to Buyer by or on behalf of Seller or on any exhibit
attached hereto, and any information discovered by Buyer or other information disclosed in
writing to Buyer by Seller or any other person prior to the Closing (all such matters and
information being referred to herein as “Exception Matters”), without making any inquiry and
having no obligation to make any inquiry as to the same, Seller represents and warrants to Buyer
as follows:
3.1.
Authority. Seller is duly organized and validly existing under the laws of
the Commonwealth of Massachusetts and has all requisite corporate power and authority to enter
into this Agreement and perform its obligations hereunder and under all closing documents to be
executed by Seller and such instruments, obligations and actions are valid and legally binding
upon Seller, enforceable in accordance with their respective terms. To the best of Seller’s actual
knowledge, the execution and delivery of this Agreement and all closing documents to be
executed by Seller and the performance of the obligations of Seller hereunder or thereunder will
not (x) result in the violation of any Applicable Laws (as defined below) or any provision of
Seller’s formation or other organizational documents, (y) conflict with any order of any court or
governmental instrumentality binding upon Seller, or (z) conflict or be inconsistent with, or
result in any default under, any contract, agreement or commitment to which Seller is bound. As
used in this Agreement, “Applicable Laws” shall mean all applicable municipal, county, State or
Federal statutes, codes, ordinances, laws, rules or regulations.
3.2.
No Conflict. To the best of Seller’s actual knowledge, execution and
delivery of this Agreement and the consummation of the transactions contemplated hereunder on
the part of Seller do not and will not conflict with or result in the breach of any material terms or
provisions of, or constitute a default under, or result in the creation or imposition of any lien,
charge, or encumbrance upon any of the Property or assets of the Seller by reason of the terms of
any contract, mortgage, lien, lease, agreement, indenture, instrument or judgment to which Seller
is a party, which will not be discharged, assumed or released at Closing.
3.3.
Seller’s Financial Condition. No petition has been filed by Seller, nor has
Seller received written notice of any petition filed against Seller under the Federal Bankruptcy
Code or any similar Laws.

3.4.
No Litigation. Seller has not received any written notice of any current or
pending litigation against Seller or the Property (including, without limitation, any condemnation
proceedings).
3.5.
No Violations of Law. Seller has not received any written notice from any
governmental authority of any violation of any Applicable Law applicable to the Property.
3.6.
Patriot Act Compliance. Seller is not acting, directly or indirectly for, or
on behalf of, any person, group, entity or nation named by any Executive Order (including the
September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With
Persons Who Commit, Threaten to Commit, or Support Terrorism) or the United States Treasury
Department as a terrorist, “Specially Designated National and Blocked Person,” or other banned
or blocked person, entity, or nation pursuant to any Applicable Law that is enforced or
administered by the Office of Foreign Assets Control and Seller is not engaging in this
transaction, directly or indirectly, on behalf of, or instigating or facilitating this transaction,
directly or indirectly, on behalf of, any such person, group, entity or nation. Seller is not
engaging in this transaction, directly or indirectly, in violation of any Applicable Laws relating to
drug trafficking, money laundering or predicate crimes to money laundering. None of the funds
of Seller have been or will be derived from any unlawful activity with the result that the
investment of direct or indirect equity owners in Seller is prohibited by Applicable Law or that
the transaction or this Agreement is or will be in violation of Applicable Law. Seller has and
will continue to implement procedures, and has consistently and will continue to consistently
apply those procedures, to ensure the foregoing representations and warranties remain true and
correct at all times prior to Closing.
3.7.

Leases.

Full possession of the premises, inclusive of all tenants and occupants, is to be delivered at the
time of delivery of the deed. Unit 2 is subject to a lease with Walgreen Eastern Co., Inc., which
shall expire on March 31, 2028. Unit 3 is occupied by Pro-Rehab Physical Therapy as a Tenant
At Will with no lease.
3.8.
FIRPTA. Seller is not a “foreign person” as defined in Section 1445(f)(3)
of the Internal Revenue Code.
3.9.
Limitations Regarding Representations. Notwithstanding any provision
contained in this Agreement to the contrary, Seller shall have no liability whatsoever to Buyer
with respect to any Exception Matters, either before or after Closing. All of Seller’s
representations under this Agreement and any Rider or Addendum hereto are subject to the
Seller’s actual knowledge, made without conducting any independent investigation or inquiry
and are not intended to imply or create any obligation for the Seller to take additional actions or
make further inquiry with regard to any topics contained in this Agreement, and are not intended
to survive the delivery of the deed. Furthermore, it is acknowledged and agreed by the Parties
that any such representations shall not constitute a representation or warranty against the
existence of such conditions about which the Seller has no knowledge.

4.
Conditions Precedent to Buyer’s Obligations. Buyer’s obligations to consummate
the transaction contemplated by this Agreement (expressly excluding Buyer’s indemnity
obligations) are conditioned on the satisfaction at or before the time of Closing hereunder of each
of the following conditions (any one or more of which may be waived in writing in whole or in
part by Buyer, at Buyer’s option):
4.1.
Accuracy of Representations. All of the representations of Seller
contained in this Agreement subject to paragraph 3.9 shall have been true and correct in all
material respects when made, and shall be true and correct in all material respects on the date of
Closing with the same effect as if made on and as of such date, subject to all Exception Matters.
4.2.
Performance. Seller shall have, in all material respects, performed,
observed and complied with all material covenants, agreements and conditions required by this
Agreement to be performed, observed and complied with on its part prior to or as of Closing
hereunder. The acceptance of the Deed by Buyer shall be deemed to be a full performance and
discharge of every agreement and obligation of the Buyer, herein contained or expressed, except
as may be expressly provided herein to the contrary.
4.3.
Documents and Deliveries. All instruments and documents required under
this Agreement on Seller’s part to effectuate the Closing shall be delivered to Buyer at closing
and shall be in form and substance consistent with the requirements herein.
5.

Access; Purchase “As Is”.

5.1.
Except as expressly set forth in Section 3 of this Agreement, it is
understood and agreed that Seller is not making and has not at any time made any warranties or
representations of any kind or character, express or implied, with respect to the Property,
including, but not limited to, any warranties or representations as to habitability, merchantability
or fitness for a particular purpose.
5.2.
Buyer acknowledges that Buyer has had the opportunity to make such
inspections of the Premises as Buyer has deemed necessary to determine the condition of the
Premises and all improvements thereon, therein and thereunder, including all mechanical,
electrical, heating and other systems and services in the Premises, and Buyer accepts the
Premises in its present “AS IS” condition, reasonable wear and tear excepted. Buyer
acknowledges that any Disclosure Statement, Statement of Property Condition, or the like
prepared by Seller and provided to Buyer was done so for informational purposes only and is not
to be relied upon by Buyer, and that Buyer is relying solely upon such inspections, or on Buyer’s
own judgment if Buyer elected not to perform inspections, in its decision to purchase the
Premises and not on information provided by Seller. Seller has made no warranties or
representations on which Buyer has relied with respect to the Premises, other than as stated in
this Agreement and it is the understanding of the parties that the entire agreement of the parties
with respect to the transaction which is the subject of this Agreement is fully and accurately set
forth in the Agreement. Buyer’s agreements in this paragraph shall survive the delivery of the
deed

6.

Title Matters.

6.1.
Deed. The Property is to be conveyed by a good and sufficient quitclaim
deed running to the Buyer (the “Deed”) and said Deed shall convey a good and clear record and
marketable title thereto, free from encumbrances, except Permitted Exceptions (as defined
below).
6.2.
Title Inspection. Buyer shall have thirty forty-five (30) days from the date
of execution of this Agreement to examine the title to the Property (the “Title Inspection
Period”). Buyer shall have the right to object to any title matters disclosed in the title
examination, other than: (i) provisions of existing building and zoning laws; (ii) such taxes for
the then current year as are not due and payable on the date of the delivery of such deed; (iii) any
liens for municipal betterments assessed after the date of this agreement; or (iv) easements,
restrictions and reservations of record, if any, so long as they do not interfere with Buyer’s
anticipated or proposed use of the Property (collectively, “Permitted Exceptions”).
6.3.
Buyer’s Title Objections. If Buyer objects to any matter disclosed in the
title examination, other than a Permitted Exception, Buyer shall notify Seller in writing,
specifying the objectionable title encumbrances (a “Title Notice”). If Buyer fails to give such
Title Notice prior to the expiration of the Title Inspection Period, Buyer will be deemed to have
approved the matters set forth in the title examination, all of which shall be deemed Permitted
Exceptions. If Buyer timely gives such Title Notice, all matters set forth in the title examination
which are not objected to in Buyer’s Title Notice shall be deemed Permitted Exceptions.
6.4.
Gap Notice. Buyer may, prior to Closing, notify Seller in writing (a “Gap
Notice”) of any title matters (i) first arising between the date of Buyer’s title examination and
Closing and (ii) not disclosed in writing to or otherwise actually known to Buyer prior to the
expiration of the Title Inspection Period; provided that Buyer must notify Seller of such
unacceptable exceptions within five (5) business days of being made aware of the existence of
such exceptions. If Buyer sends a Gap Notice to Seller, Buyer and Seller shall have the same
rights and obligations with respect to such notice and the exceptions set forth therein as apply to
a Title Notice and the title matters exceptions set forth therein pursuant to this Article 6.
6.5.
Required Removal Exceptions. Prior to the Closing, Seller shall be
required to use diligent, good faith efforts to remove of record (the “Required Removal
Exceptions”) any matters raised in Buyer’s Title Notice: (i) to the extent that such title objections
are any of: (a) liens evidencing the first mortgage loan encumbering the Property; (b) liens for
real estate taxes that are due and payable prior to the Closing; or (c) other liens or encumbrances
created as a result of the intentional acts or omissions of Seller from and after the date of this
Agreement in violation of the terms of this Agreement; and (ii) that Seller has elected to cure,
pursuant to Section 6.6, below. Seller’s diligent good faith efforts hereunder shall not require
Seller to expend more than $2,500.00, exclusive of sums paid to discharge mortgages, monetary
liens and/or municipal charges. Seller may use any portion of the Purchase Price to remove or
cause to be removed any Required Removal Exceptions, provided that all instruments so
procured are recorded simultaneously with the Deed or, with respect to institutional mortgages

only, as soon as possible thereafter in accordance with applicable laws and conveyancing
practices.
6.6.
Other Title Objections. With respect to any matters in Buyer’s Title
Notice that are not Required Removal Exceptions:
6.6.1. Seller may elect, in its discretion, to attempt to cure any such title
matters prior to the Closing. Within five (5) business days after receiving Buyer’s Title Notice
(the “Seller’s Title Notice Period”), Seller shall notify Buyer if Seller intends to attempt to cure
any such title matters in Buyer’s Title Notice, in which case such title matters shall be deemed
Required Removal Exceptions. Failure of Seller to respond to Buyer’s Title Notice prior to the
expiration of Seller’s Title Notice Period shall be deemed an election by Seller to not attempt to
cure such title objections.
6.6.2. If Seller elects, or is deemed to have elected, not to cure one or
more of Buyer’s title objections (other than the Required Removal Exceptions), then within five
(5) business days of such election or deemed election, Buyer may elect in writing to either (i)
terminate this Agreement, in which event any payments made under this Agreement shall be
forthwith refunded and all other obligations of the parties hereto shall cease and this agreement
shall be void without recourse to the parties hereto; or (ii) waive such title objections and
proceed to Closing without any reduction of or credit against the Purchase Price. The parties
shall remain boundby the terms of paragraph 2.4 of this Agreement.
6.7.
Buyer’s Remedies. If, despite Seller’s diligent and good faith efforts,
Seller is unable to remove any Required Removal Exceptions prior to the Closing, Buyer shall at
Closing elect as its sole and exclusive remedy to either: (i) terminate this Agreement, in which
event any payments made under this Agreement shall be forthwith refunded and all other
obligations of the parties hereto shall cease and this agreement shall be void without recourse to
the parties hereto; or (ii) accept such exceptions to title and the Closing shall occur as herein
provided without any reduction of or credit against the Purchase Price.In any event, the parties
shall remain bound by the terms of paragraph 2.4 of this Agreement.
6.8.
Acceptance of Deed. The acceptance and recording of a Deed by the
Buyer shall be deemed to be the full performance and discharge of every agreement and
obligation herein contained or expressed, except such as are, by the terms hereof, to be
performed after the delivery of said Deed.
7.

Closing; Deliveries.

7.1.
Seller Deliveries. At Closing, Seller shall deliver to Buyer the following,
and it shall be a condition to Buyer’s obligation to close that Seller shall have delivered the a
duly executed and acknowledged Quitclaim Deed to the Property from Seller to Buyer,
conveying good and clear record and marketable title free from encumbrances other than the
Permitted Exceptions. Buyer acknowledges and agrees that the Deed will contain a recitation
that “The Property is conveyed subject to all easements, restrictions, covenants, conditions and
other matters of record.”

7.1.1. Such affidavits or letters of indemnity as Buyer’s title insurer shall
reasonably require in order to omit from the owner’s policy of title insurance issued at Closing
exceptions for unfiled mechanics’ or materialmen’s liens for work performed by Seller prior to
Closing or for rights of parties in possession. With the exception of a customary form Mechanic
Lien/Parties in Possession Affidavit, Seller shall not be required to sign a so-called survey
affidavit or any document that makes any representation as to boundaries, title, encroachments,
or compliance with zoning, building or other laws and shall not be considered in default if seller
refuses to do so at Closing.
7.1.2. A Non-Foreign Affidavit as required by the Foreign Investors in Real
Property Tax Act (“FIRPTA”), as amended.
7.1.3. A certification by Seller that all representations made by Seller in Article 3
of this Agreement are true and correct in all material respects on the date of Closing, except as
may be set forth in such certificate to the extent that any such changed facts or circumstances do
not violate the terms and provisions of this Agreement.
7.1.4. Documentation, reasonable in scope and format, to establish to the Buyer’s
reasonable satisfaction Seller’s legal authority and due authorization to consummate the
transaction contemplated by this Agreement, including Seller’s execution of this Agreement and
the closing documents required to be delivered by Seller.
7.1.5. A mutually acceptable form of a joint closing statement, setting forth the
prorations and adjustments to the Purchase Price payment of all outstanding common area
charges up to closing, the acknowledgement of the Charitable Donation pursuant to IRS
Regulations respecting the Property to be made pursuant to this Agreement.
7.1.6. All other instruments and documents reasonably required to effectuate this
Agreement and the transactions contemplated thereby, or as may be reasonably requested by
Buyer’s title insurer.
7.2.
Buyer Deliveries. At Closing, Buyer shall deliver to Seller, through the
settlement agent, the following, and it shall be a condition to Seller’s obligation to close that
Buyer shall have delivered, subject to customary conveyancing practices.
7.2.1. In accordance with Seller’s instructions, a wire transfer in the amount of the
Purchase Price, less the Deposit held by Seller (subject to the adjustments provided for in this
Agreement), transferred to the order or account of Seller upon the delivery of the deed into
Buyer. Also, upon the delivery of the deed, the settlement funds shall be transferred to the
account of the Seller in accordance with the settlement agreement of the parties.
7.2.2. A certification by Buyer that all representations made by Buyer in
Article 15 of this Agreement are true and correct in all material respects on the date of Closing,
subject to the restrictions of paragraph 3 of this Agreement except as may be set forth in such
certificate.

7.2.3. All other instruments and documents reasonably required to effectuate this
Agreement and the transactions contemplated thereby, including, without limitation, all
documentation necessary and appropriate to evidence the authority of the Buyer and the
authority of the person(s) executing the subject closing documents.
8.

Apportionments; Taxes; Expenses.
8.1.

Apportionments.

8.2.
Taxes. If any real estate taxes or assessments, provided said assessments
have been made on or before the date of this Agreement, are charged against the Property, the
same shall be prorated on a per diem basis as of the date of Closing. Expenses. Each party will
pay all its own expenses incurred in connection with this Agreement and the transactions
contemplated hereby, including, without limitation, (1) all costs and expenses stated herein to be
borne by a party, and (2) all of their respective accounting, legal and appraisal fees. Seller, in
addition to its other expenses, shall pay at Closing (1) the deed stamps for recording of the deed
and (2) fees, costs and expenses of Escrow Agent.
9.

Damage or Destruction; Condemnation.

9.1.
If at any time prior to the date of Closing any portion of the Property is
condemned or taken by eminent domain proceedings by any public authority, or any portion of
the Property is damaged or destroyed by fire or other casualty, the cost of repair of which will in
Buyer’s good faith determination exceed $100,000, then Seller shall so notify Buyer promptly in
writing, and thereafter at Buyer’s option by notice given to Seller within ten (10) business days
following written notice of such condemnation or casualty (but in no event later than the
scheduled time of Closing), this Agreement shall terminate, and the Deposit shall be returned to
Buyer, and except as expressly set forth herein, neither party shall have any further liability or
obligation to the other hereunder.
9.2.
If there is any condemnation, taking, fire or casualty as above set forth,
and if Buyer elects not to terminate this Agreement as herein provided, then there shall be no
reduction to the Purchase Price and all condemnation and insurance proceeds paid or payable to
Seller shall belong to Buyer and shall be paid over and assigned to Buyer at Closing, less in any
costs of collection and any sums expended in restoration.
10.

Remedies.

10.1. Buyer Default. In the event Buyer breaches or fails, without legal excuse,
to complete the purchase of the Property or to perform its obligations under this Agreement, then
Seller shall, be entitled to receive and retain the Deposit, and peruse all legal and equitable
remedies as set forth in paragraph 2.4 herein.
11.
Seller Default. In the event Seller breaches or fails, without legal excuse, to
complete the sale of the Property or to perform its material obligations under this Agreement to
be performed prior to Closing, Buyer may, either (i) enforce specific performance against Seller

of Seller’s obligation to convey to Buyer such title to the Real Property as is then held by Seller,
or (ii) terminate this Agreement and receive a return of the Deposit
The parties acknowledge that the sale of units 2 & 3 along with the Charitable Donation of Unit
1, is part of a settlement of disputed claims between the parties. If there is an alleged breach this
Agreement by either party is asserted , and this Sale is not consummated, each party shall retain
their right to bring any and all actions both in law and equity against the other.
12.
Possession. Possession of the Property, subject to all tenants and occupants and
in its “AS IS” condition as of the date of this Agreement, reasonable wear and tear excepted,
shall be surrendered to Buyer at Closing.
13.
Notices. All notices and other communications provided for herein shall be in
writing and shall be sent to the address set forth below (or such other address as a party may
hereafter designate for itself by notice to the other parties as required hereby) of the party for
whom such notice or communication is intended:
13.1.

If to Seller:
Nicholas Sarris
87 Pevey Street
Lowell, MA 01851
With a copy to:
George Theodorou
491 Dutton Street, Ste 206
Lowell, MA 01854

13.2.

If to Buyer:
Thomas A. Golden, Jr., City Manager
City of Lowell
375 Merrimack Street/ City Hall 2nd Floor
Lowell, MA 01852
With a copy to:
Corey F. Williams, City Solicitor
City of Lowell
375 Merrimack Street/ City Hall 3rd Floor
Lowell, MA 01852
[email protected]

Any such notice or communication shall be sufficient if sent by registered or certified mail,
return receipt requested, postage prepaid; by hand delivery; by overnight courier service; or by

telecopy (with confirmation of transmission report), with an original by regular mail. Any such
notice or communication shall be effective when delivered or when delivery is refused.
14.
Brokers. Buyer and Seller each represents to the other that it has not dealt with
any broker or agent in connection with this transaction other than Newmark Real Estate of Mass
(“Broker”). Seller shall pay Broker a commission pursuant to a separate agreement, if, as and
when the Closing occurs and Seller receives the Purchase Price, but not otherwise. Each party
hereby indemnifies and holds harmless the other party from all loss, cost and expense (including
reasonable attorneys’ fees) arising out of a breach of its representation or undertaking set forth in
this Section 13. The provisions of this Section 13 shall survive Closing or the termination of this
Agreement.
15.
Escrow Agent. Escrow Agent shall hold the Deposit in accordance with the terms
and provisions of this Agreement, subject to the following:
15.1. Obligations. Escrow Agent undertakes to perform only such duties as are
expressly set forth in this Agreement and no implied duties or obligations shall be read into this
Agreement against Escrow Agent.
15.2. Reliance. Escrow Agent may act in reliance upon any writing or
instrument or signature which it, in good faith, believes, and any statement or assertion contained
in such writing or instrument, and may assume that any person purporting to give any writing,
notice, advice or instrument in connection with the provisions of this Agreement has been duly
authorized to do so. Escrow Agent shall not be liable in any manner for the sufficiency or
correctness as to form, manner and execution, or validity of any instrument deposited in escrow,
nor as to the identity, authority, or right of any person executing the same, and Escrow Agent’s
duties under this Agreement shall be limited to those provided in this Agreement.
15.3. Disputes. Any notice sent by Seller or Buyer (the “Notifying Party”) to
the Escrow Agent – in its duty as escrow agent – shall be sent simultaneously to the other noticed
parties (the “Notice Parties”). I Interest. All deposits into the escrow while held by Escrow
Agent shall be held by the Escrow Agent in the Escrow Agent’s non- interest-bearing
Conveyancing IOLTA Account in accordance with the terms of this Agreement.
16.

Representations of Buyer. Buyer represents and warrants that:

16.1. Authority. Buyer is a municipality, duly organized, validly existing and in
good standing under the laws of the Commonwealth of Massachusetts and Thoams A. Golden,
Jr., City Manager has all requisite power and authority to enter into this Agreement and to
perform its obligations hereunder, subject to the necessary municipal approvals contemplated by
this Agreement. The execution and delivery of this Agreement by Buyer has been duly
authorized.
16.2. No Conflict. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereunder on the part of Buyer does not and will
not violate any applicable law, ordinance, statute, rule, regulation, order, decree or judgment,
conflict with or result in the breach of any material terms or provisions of, or constitute a default

under, or result in the creation or imposition of any lien, charge, or encumbrance upon any of the
property or assets of the Buyer by reason of the terms of any contract, mortgage, lien, lease,
agreement, indenture, instrument or judgment to which Buyer is a party or which is or purports
to be binding upon Buyer or which otherwise affects Buyer, which will not be discharged,
assumed or released at Closing.
16.3. Source of Funds. Buyer acknowledges and agrees that its obligations
hereunder are not contingent upon Buyer obtaining financing for the purchase of the Property,
other than the appropriation at City Council contemplated hereby. Notwithstanding the
foregoing sentence, Buyer shall have the right to borrow funds and obtain grants from state,
municipal and private sources to complete the acquisition and development of the Property.
17.

Miscellaneous.

17.1. Assignability. Buyer may not assign or transfer all or any portion of its
rights or obligations under this Agreement to any other individual, entity or other person, save an
entity set up by or department designated by Buyer to hold title to Property, without the written
consent thereto by Seller, which consent shall be in the Seller’s sole and unfettered discretion.
17.2. Governing Law; Bind and Inure. This Agreement shall be governed by
the laws of the Commonwealth of Massachusetts and shall bind and inure to the benefit of the
parties hereto and their respective heirs, executors, administrators, successors, assigns and
personal representatives.
17.3. Recording. This Agreement or any notice or memorandum hereof shall
not be recorded in any public record. A violation of this prohibition shall constitute a material
breach of Buyer, entitling Seller to terminate this Agreement.
17.4.

Time of the Essence. Time is of the essence of this Agreement.

17.5. Headings. The headings preceding the text of the paragraphs and
subparagraphs hereof are inserted solely for convenience of reference and shall not constitute a
part of this Agreement, nor shall they affect its meaning, construction or effect.
17.6. Exhibits. All Exhibits which are referred to herein and which are attached
hereto or bound separately and initialed by the parties are expressly made and constitute a part of
this Agreement.
17.7. Submission not an Offer or Option. The submission of this Agreement or
a summary of some or all of its provisions for examination or negotiation by Buyer or Seller
does not constitute an offer by Seller or Buyer to enter into an agreement to sell or purchase the
Property, and neither party shall be bound to the other with respect to any such purchase and sale
until a definitive agreement satisfactory to the Buyer and Seller in their sole discretion is
executed and delivered by both Seller and Buyer.
17.8. Entire Agreement; Amendments. This Agreement and the Exhibits hereto
set forth all of the promises, covenants, agreements, conditions and undertakings between the

parties hereto with respect to the subject matter hereof, and supersede all prior and
contemporaneous agreements and understandings, inducements or conditions, express or
implied, oral or written, except as contained herein. This Agreement may not be changed orally
but only by an agreement in writing, duly executed by or on behalf of the party or parties against
whom enforcement of any waiver, change, modification, consent or discharge is sought.
17.9. Title and Practice Standards. Any matter or practice arising under or
relating to this Agreement which is the subject of a Title Standard or a Practice Standard of the
Real Estate Bar Association of Massachusetts shall be governed by said Standard or Practice to
the extent applicable.
17.10. Counterparts; Electronic Signatures. This Agreement may be executed in
counterparts, each of which shall be an original and all of which counterparts taken together shall
constitute one and the same agreement. Signatures to this Agreement transmitted by electronic
means shall be valid and effective to bind the party so signing. Each party agrees to promptly
deliver an execution original to this Agreement with its actual signature to the other party, but a
failure to do so shall not affect the enforceability of this Agreement.
17.11. Business Days. As used in this Agreement, the term “business day” shall
mean any day other than a Saturday, Sunday or recognized federal holiday or a recognized state
holiday of the Commonwealth of Massachusetts. If the last date for performance by either party
under this Agreement occurs on a day which is not a business day, then the last date for such
performance shall be extended to the next occurring business day.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of
the date first above written.

[Signature Pages Follow]

Office of the City Manager
City Hall • 375 Merrimack Street • Lowell, MA 01852
P: 978.970.4000 • F: 978.970.4007
www.LowellMA.gov
Thomas A. Golden, Jr.
City Manager
Shawn Machado
Assistant City Manager

November 3, 2026
Mayor Erik R. Gitschier
And
Members of the Lowell City Council
Dear Mayor Gitschier and Members of the City Council:
Enclosed with this letter, please find a vote to approve the execution of a Purchase and Sale
Agreement with Nicholas C. Sarris, Trustee of the City Barns Condominium Trust, for property
located at 276 Broadway Street. The acquisition of this property would allow the City to
continue operation of the Lowell Senior Center, among other general municipal purposes.
The Law Department has prepared the necessary vote to authorize the execution of a Purchase
and Sale Agreement, and a copy of said Agreement is attached.
Please do not hesitate to let me know if there are any questions.
Sincerely,

Thomas A. Golden, Jr.
City Manager

COMMONWEALTH OF MASSACHUSETTS
CITY OF LOWELL
In City Council
VOTE
Confirm votes taken in Executive Session to enter into and execute a Parking Agreement,
Tax Increment Financing Agreement (Parcel 15), and Right of First Refusal (Parcel
16) with Charles Stark Draper Laboratory, Inc. for property located in the Hamilton Canal
Innovation District.
---------In an Executive Session on October 6, 2026, the City Council voted to grant the City
Manager the authority to enter into and execute a Parking Agreement, Tax Increment Financing
Agreement (Parcel 15), and Right of First Refusal (Parcel 16) with Charles Stark Draper
Laboratory, Inc. for property located in the Hamilton Canal Innovation District; and
The City Council would like to confirm these votes.
NOW, THEREFORE, BE IT VOTED:
The City Council of the City of Lowell hereby confirm votes taken in Executive Session
on October 6, 2026 to grant the City Manager the authority to enter into and execute a Parking
Agreement, Tax Increment Financing Agreement (Parcel 15), and Right of First Refusal (Parcel
16) with Charles Stark Draper Laboratory, Inc. for property located in the Hamilton Canal
Innovation District.

V:DraperConfirmation

TAX INCREMENT FINANCING AGREEMENT
Between
THE CITY OF LOWELL

THE CHARLES STARK DRAPER LABORATORY, INC.
And
LOWELL 1.0 PROJECT OWNER, LLC

THIS TAX INCREMENT FINANCING AGREEMENT (the “Agreement”) is made this _____
day of ______ 2026, by and among the CITY OF LOWELL (hereinafter referred to as the
"City"), THE CHARLES STARK DRAPER LABORATORY, INC. (hereinafter referred to as the
"Company") and LOWELL 1.0 PROJECT OWNER, LLC (hereinafter referred to as the
"Property Owner").
WHEREAS, the City is a Massachusetts municipal corporation duly organized under the laws of
the Commonwealth of Massachusetts, having a principal place of business at 375 Merrimack
Street, Lowell, MA 01852; and
WHEREAS the Company is a Massachusetts nonprofit research and development corporation
having its principal place of business at 555 Technology Square, Cambridge, MA 02139; and
WHEREAS the Property Owner is a Delaware limited liability company having its principal
office at 4 N. Martin Luther King Jr. Boulevard, Suite 500, Baltimore, MD 21201; and
WHEREAS the Property Owner intends to purchase the property at 256.2 Market Street and
256.1 Dutton Street, Lowell, MA, known as “Parcel 15” within the City’s Hamilton Canal
Innovation District (HCID), which land area is set forth in great detail in Exhibit A: Parcel Map
(“the Property”)
WHEREAS the Property Owner intends to lease the Property to the Company in connection with
the Project (an approximately 112,000 square-foot advanced microelectronics research,
development, and manufacture facility); and
WHEREAS, the Company provides transformative engineering solutions to ensure U.S. national
security and prosperity; and
WHEREAS, the City strongly supports increased economic development to provide additional
jobs, expand business within the City, and to develop a healthy economy and stronger tax base;
and
1

WHEREAS, on ________, the Lowell City Council approved this TIF Agreement, a copy of
which approval is attached hereto as Exhibit “A”
WHEREAS, Shawmut Design and Construction, construction manager for the Property owner,
has tendered a letter to the City of Lowell outlining its commitment to the City of Lowell and
anticipated work with local Unions, which letter is attached hereto as Exhibit “C”.
WHEREAS, the Company has likewise tendered a Community Impact Statement outlining
anticipated engagement with, and benefits for the community, which Statement is attached hereto
as Exhibit “D”
NOW THEREFORE, in consideration of the mutual promises of the parties contained herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
A. The City’s Obligation
1. A Tax Increment Financing (“TIF”) exemption (the “Exemption”) of $10,000,000 is
hereby granted to the Property Owner and the Company by the City in accordance with
Chapter 23A, Sections 3A to 3F; Chapter 40, Section 59, and Chapter 59, Section 5,
Clause Fifty-first of the Massachusetts General Laws and the applicable regulations
thereto. The Exemption for real estate taxes shall be for a period of fifteen (15) years (the
“Exemption Term”), commencing in the fiscal year following the date that the Project is
placed into service (i.e., pursuant to a certificate of occupancy; hereinafter referred to as
the “Start Date"), and shall provide an exemption from taxation of the new incremental
value of the Property resulting from the project as follows, subject to such revision as
may be required to ensure the authorized Exemption amount of $10,000.000 is allocated:
Fiscal Year
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8
Year 9
Year 10
Year 11
Year 12
Year 13
Year 14
Year 15

Exemption Percentage
75.00%
75.00%
75.00%
75.00%
60.00%
50.00%
50.00%
50.00%
50.00%
50.00%
20.00%
20.00%
20.00%
20.00%
10.51%

2

2. The base valuation shall be the assessed value of the Property for the fiscal year prior to
the fiscal year beginning July 1st in which the Property first becomes eligible under 760
CMR 22.05(4) for exemption pursuant to this Agreement.
3. The Base Valuation shall be adjusted annually by an adjustment factor, which reflects the
increased commercial and industrial property values within the community, as provided
in Chapter 40, Section 59 of the Massachusetts General Laws and 760 CMR 22.05(4)(b).

B. The Company’s Obligations
The Exemption granted to the Company by the City hereby is in consideration of the
Company’s following commitments:
1. The Company plans to invest in the Project approximately $25 million for machinery and
equipment.
2. The Company shall bring one hundred (100), permanent, full-time jobs to the project
location over a ten (10) year period to commence six months after Draper’s receipt of a
permanent certificate of occupancy for the project location. In meeting this commitment,
Draper shall be obligated to satisfy an annual growth target equivalent to 10-percent of
the total 100-job commitment. Pursuant to this commitment, no fewer than 10 full-time
jobs at the Draper Facility shall have been established by the end of the first full calendar
year following the start of the 10-year period; no fewer than 20 such jobs shall have been
created by the end of the second year following the start of the 10-year period; and so
continuing until no fewer than 100 such jobs shall have been established by the end of the
tenth year following the start of the 10-year period. Draper jobs satisfying this
commitment shall identify the project location as the location of work and shall be
scheduled to work no fewer than 35 hours per week.
3. The Company shall submit reports pursuant to General Laws Chapter 23A, Section 3F to
the Massachusetts Office of Business Development. The Company shall submit reports as
required by General Laws Chapter 40, Section 59(vii) to the Lowell City Clerk. t
4. The City has the right to recapture the tax exemption benefits received by the Company
for any year Company fails to meet the job establishment obligations of Paragraph 2 of
this section or the reporting obligations of Paragraph 3 of this section, provided the City
has given the Company not less than 30 days’ notice of the alleged noncompliance and
provided a period of not less than 120 days in which Draper may cure any
noncompliance. Any action taken by the City pursuant to this section must be taken
within the 12-month period following the end of the year in which the Company’s
noncompliance is alleged to have occurred.
5. The City may discontinue the Tax Increment Financing Exemption benefits if Company
breaches its obligations specified in Paragraphs 2, and 3 of this Section, then fails to cure
said breach through the process described below. . Prior to taking any action, the City
3

shall give written notice of the alleged default to the Company and provide it with a
reasonable opportunity to meet with the City officials to discuss a remedy for the alleged
default. The Company shall have thirty (30) days from the receipt of such written notice
to respond to the City regarding any alleged default and one-hundred and twenty (120)
days from the receipt of such written notice to remedy such alleged default. The City
shall consider general economic conditions, regional or industry issues affecting the
Company directly or indirectly, the Company’s potential ability to meet hiring
projections, and any other relevant factors. If the City is satisfied that the Company has
made a good faith effort to meet its obligations under this Agreement, the parties will
attempt to negotiate a mutually acceptable and reasonable resolution, which may result in
the City shall not taking action to recapture any tax exemption benefits. This section is
subject to the Disputes provisions of Section D.3. of this Agreement.
6. Subject to the provisions of this Agreement, the Company shall pay all real estate taxes
owed to the City relating to the Property in a timely fashion. The Company shall also pay
the real estate taxes as assessed by the City on any partial construction completion in full
and in a timely manner.
7. The matters described above as obligations of the Company are only conditions to the
eligibility for tax exemptions under this agreement and do not create any enforceable
obligations or covenants of the Company. The City’s sole remedies for failure by the
Company to satisfy any of its obligations and conditions are the procedures set forth in
paragraph B.4 and B.5 above.
C. The Property Owner’s Obligations
1. Provided the Property Owner receives the necessary and appropriate governmental and
regulatory approvals to do so, the Property Owner plans to invest an estimated $160
million for soft and hard construction costs and plans to develop the Property in
connection with the Project.
2. The Property Owner shall use commercially reasonably efforts to have the Project
Completed no later than December 31, 2028, and in the event of construction delays not
later than 12 months after such date.

3. The Property Owner agrees, whenever commercially reasonable, to generate local
economic development benefits to the City throughout the construction phase of the
Property by implementing local procurement of goods and services, and/or by the
anticipated employment of Lowell residents for skilled trade jobs performed at the
Property.
4

D. Additional Provisions
1. The Company may convey, assign or otherwise transfer its interests in the Property to a
wholly owned subsidiary or affiliate without prior approval of the City. The Company
shall provide notice to the City of any such transfer and both the Company and the new
Property owner shall provide all reasonably requested assurances to the City regarding
compliance with this Agreement. However, the Company may not otherwise convey,
assign or transfer this TIF, or its rights hereunder to another party without the express and
advance written consent of the City, which consent may not be unreasonably withheld or
denied by the City. Any transaction, or series of transactions, which results in a change of
control of the Company, or a transfer of the Property whether by the sale of a majority of
its voting stock, merger, acquisition or otherwise, shall be deemed to be a transfer within
the meaning of this paragraph.
2. The City and the Company acknowledge and agree that there is no public construction
contemplated by this Agreement and, therefore, no betterment schedule referred to in
Massachusetts General Laws Chapter 40, Section 59 is required. This Agreement and the
Tax Increment Financing Exemption provided for hereunder shall apply only to the
Property. No other building at the Property shall be eligible for a Tax Increment
Financing Exemption unless specifically approved by Lowell City Council.
3. This Agreement is governed by the laws of the Commonwealth of Massachusetts. If any
provision of this Agreement shall be found invalid for any reason, such invalidity shall be
construed as narrowly as possible and the balance of this Agreement shall be deemed to
be amended to the minimum extent necessary to provide to the City and the Company
substantially the benefits set forth in this Agreement. Disputes related to the interpretation
or performance of this Agreement may be brought in any court of competent jurisdiction
in the Commonwealth of Massachusetts.
4. This agreement is subject to Massachusetts General Laws Chapter 23A, Sections 3A to
3F, Chapter 40, Section 59, and Chapter 59, Section 5, Clause Fifty-first and the
applicable regulations thereto.
5. The time within which the Company or Property Owner shall be required to perform any
of its obligations under this agreement shall be extended in the event the performance of
such obligation is delayed by a force majeure event such as an act of God, earthquake,
fire, act of terrorism, war, labor dispute, delay or restriction by a government body, or any
other cause beyond the reasonable control of the Company or Property Owner.

5

6. All notices permitted or required under the provisions of the Agreement shall be in
writing, and shall be sent by registered or certified mail, postage prepaid or shall be
delivered by private express carrier to the addresses listed below or at such other address
as may be specified by a party in writing and served upon the other in accordance with
this section. Such notices shall be deemed given when delivered or when delivery is
refused.

To the City:

With copies to:

City of Lowell
c/o Department of Planning and Development
50 Arcand Drive, 2nd Fl
Lowell, MA 01852
[email protected]
City of Lowell
c/o City Manager’s Office
375 Merrimack Street, Fl #2
Lowell, MA 01852
[email protected]

To the Company:

The Charles Stark Draper Laboratory
c/o Facilities Department
555 Technology Square
Cambridge, MA 02139

With copies to:

The Charles Stark Draper Laboratory
c/o Legal Department
555 Technology Square
Cambridge, MA 02139

To the Property Owner

Lowell 1.0 Project Owner, LLC
c/o Wexford Development, LLC
4 N Martin Luther King, Jr. Boulevard
Attn: General Counsel
Telephone 443-800-1191
Email [email protected]

With copies concurrently to:

Ballard Spahr LLP
1735 Market Street, 51st Floor
Philadelphia, PA 19103
Attention: Bart Mellits, Esq.
Telephone 215-864-8701
Email [email protected]

6

7. The Company agrees to allow the City to monitor compliance with this Agreement. The
Company shall provide to the City, upon reasonable request, access to such information
as the City may deem necessary to monitor the Company’s compliance. All requests for
information related to Company’s operations or physical access to Company’s facilities
or materials shall be subject to reasonable limitations imposed by Draper’s Security
office as required to meet U.S. Government security requirements. Nothing in this
Agreement shall be construed to require Draper to release the Personal Information, as
that term is defined in 201 CMR, § 17.02, of its employees to the City or the
Massachusetts Office of Business Development.
8. This Agreement shall not be binding, and shall not go into effect until fully executed by
the parties thereto, and until such time as this Agreement has been approved by Lowell
City Council.

[SIGNATURE PAGE TO FOLLOW]

7

WITNESS the execution and delivery of this Agreement by the City, the Company and the
Property Owner as an instrument under seal as of the date first above written.

Approved as to Form:
_____________________________
By: Corey F. Williams
City Solicitor

Date:__________________

AGREED TO:
The Company:
Charles Stark Draper Laboratory, Inc.

______________________________
By: Carrie George
Vice President, Chief Financial Officer &
Treasurer

City of Lowell

_____________________________
By: Thomas A. Golden, Jr
City Manager, City of Lowell

The Property Owner:
____________________________

____________________________

By: Lowell 1.0 Project Owner, LLC

By: Ellen Brideau
Chief Assessor

8

Exhibit A
Property Map

9

Exhibit B
City of Lowell- Tax Increment Financing (TIF) Schedule

(insert revised schedule to be approved by CM)

10

Shawmut Design and Construction

10/28/2026
Sean Burgo
Wexford Development, LLC
4 North Martin Luther King, Jr. Boulevard
Suite 500
Baltimore, Maryland 21201
Re: Shawmut Design and Construction – City of Lowell, Greater Merrimack Valley, and Trade Engagement
Commitment

Dear Mr. Burgo and whom it may concern,
Wexford Development, LLC has retained Shawmut Design and Construction as construction manager for the
300 Canal St. Draper IMPACT Center project. The project will transform an existing parking lot into an
approximately 118,000-square-foot microelectronics manufacturing facility.
To support its commitment to the City of Lowell and the greater Merrimack Valley region, the project team—
Shawmut Design and Construction and Wexford Development, LLC, have proactively met with the Merrimack
Valley Trades Council and will engage the broader greater Merrimack Valley in the following ways:
•

Shawmut Design and Construction and its sister company, Starlite, are signatories to the Laborers’
and Carpenters’ unions. Through these agreements, Shawmut has been a longtime supporter of
union hiring and apprenticeship programs and will guarantee union jobs for project work claimed by
those unions. Typically, this includes project requirements, sitework, concrete, rough carpentry,
millwork, door/frame/hardware install, window install, ext. panel install, drywall, carpet/resilient
flooring install, acoustical ceiling install, specialties/signage install, window treatment install, and
landscaping. Shawmut has long-standing, strong relationships with these unions and is committed
to maintaining those partnerships throughout construction of the Lowell project.
All Laborer and Carpentry related scopes will be drawn from union trade subcontractors. All other
trade packages will include union bidders. To date, five trade packages have been bid and awarded,
all of which have all been awarded to union trade subcontractors including:
-

Precast Façade – Union Ironworkers
Structural Steel – Union Ironworkers
Curtainwall/Glazing – Union Glaziers and Carpenters
Steel Piles – Union Carpenters / Pile drivers
Clean Rooms – Union Carpenters

We will continue to work with the union bidders in all trades to maximize union participation and value
for our client.
•

Shawmut’s direct project management team including our Senior Project Manager, Project Manager,
Assistant Project Manager1 and Project Administrator each reside within the greater Merrimack Valley
region. In addition to this, 24 total staff at Shawmut live within 10 miles of Lowell, and an additional 42
staff (66 total Shawmut staff) live within 20 miles of Lowell.

560 HARRISON AVENUE | BOSTON, MA 02118

617-622-7000

shawmut.com

•

Construction is expected to last approximately 24 months, followed by about six months of
equipment installation and training. The project will employ more than 300 workers over its duration,
with up to 100 people on site during peak periods. To encourage participation by residents of Lowell
and greater Merrimack Valley region, Shawmut will host a job fair within the first six months after
construction mobilization, connecting Greater Merrimack Valley residents with local unions and
project employment opportunities.

•

In addition to the initial job fair, Shawmut will post an on-site QR code linked to a job-interest form.
Shawmut will connect qualified respondents with the trades they identify and with relevant
apprenticeship opportunities.

•

As part of its broader commitment to promoting the trades, Shawmut regularly partners with
organizations such as YouthBuild, AGC MA pre-apprenticeship programs, and local technical
schools. During this project, Shawmut will partner with local unions to present at Greater Lowell
Technical High School about the construction industry and potential career opportunities in the
trades.

•

Shawmut will also offer two project internships through the University of Massachusetts Lowell: one
in summer 2027 and one in summer 2028.

•

Through Shawmut’s Community Spark program, we will seek to unite the project team with local nonprofits within the City of Lowell and Greater Merrimack Valley to make immediate, tangible
improvements to a community space during the project’s construction.

•

When local or Greater Merrimack Valley suppliers can meet project material needs, Shawmut and its
trade partners will make best efforts to purchase from them. Materials manufacturers are specified
by the design specifications and are sourced in accordance with the contract documents. Typically,
local purchase materials might include office supplies, signage, lumberyards/tool supplies,
equipment supplies/rentals, dumpsters, etc.

•

Shawmut will use local restaurants to cater jobsite meals whenever possible. Typically, catered
events include milestone events such as Topping Off Ceremonies, quarterly team-building dinners
and at times monthly team meetings onsite. At times we also reach out to local food truck vendors to
have daily site visits during lunch time – however due to the sensitive nature of this project these
would need to be coordinated outside the site proper and would require additional coordination
before commitment. The workforce will also often choose to eat lunch or coffee break at nearby
restaurants.

Shawmut Design and Construction is committed to working with the project team to create meaningful
opportunities for residents of Lowell and the Greater Merrimack Valley and to demonstrating that
commitment through concrete action.
Regards,

Christopher Maury
Head of Preconstruction
Shawmut Design and Construction

560 HARRISON AVENUE | BOSTON, MA 02118

617-622-7000

shawmut.com

Draper IMPACT Center
Lowell Community Impact Statement
The Charles Stark Draper Laboratory, Inc. (Draper), a non-profit engineering innovation
company based in Cambridge, Massachusetts, will be leasing as the sole tenant a new
three-story 111,000 square foot building located in the Lowell Innovation Network Corridor
(LINC). The Developer of the project will be Wexford Science and Technology LLC. Draper
has existing offices in Lowell at the Wannalancit Mills building.

The Project will house multiple Draper programs including the Integrated Microelectronics
Production & Advanced Chip Technology (IMPACT) Center, an advanced microelectronic
design, production, and packaging facility that will deliver cutting-edge technology to
Draper's customers.
The total Project Budget exceeds $160 million of which approximately $96 million will be
hard costs expended into the supply and work force. The Project will produce a significant
Public Benefit to the City of Lowell, the surrounding communities and the State of
Massachusetts. These estimated benefits consist of economic and public benefits as
outlined in this Community Impact Statement.

1

1. Community Engagement
a. Draper will provide $25,000 to the City of Lowell for discretionary spending
on Parcel 13, adjacent to the project. These funds can be directed toward a
wide range of efforts, such as parcel maintenance, park benches, and
farmers market support.
b. As the facility approaches completion, Draper will work with MassHire to
address hiring needs. Post facility instantiation, as additional hiring needs
are identified, Draper will continue to work with MassHire to address those
needs.
c. Draper supports STEM education in the community at all levels and will offer
technical and non-technical internship and co-op roles across Engineering,
Operations, Program Offices, and functions. These opportunities will be
available to students from local colleges and universities, such as Middlesex
Community College and UMass Lowell. Draper will also partner with
organizations to provide STEM Education enrichment to Lowell Public
Schools.
d. Draper has a long-standing relationship with UMass Lowell, where Draper
works closely with the University to develop the next generation of engineers,
scientists, and technicians. As part of its relationship, Draper has committed
up to $10 million in programming, research, and educational resources to the
University over the coming decade. This includes support for master’s and
Ph.D. students studying microelectronics with a focus on national security
and related capstone projects for undergraduates.
e. Draper is actively engaged with military/veterans and their families through
established programs such as SkillBridge and Run to Home Base.
i. Draper will extend opportunities at our Lowell, MA, campus to
Skillbridge candidates. The SkillBridge program is an opportunity for
active-duty U.S. Service members to gain valuable civilian work
experience through specific industry training, employment skills
training, apprenticeships, or internship opportunities during the last
180 days of service. Interested active-duty U.S service members from
the Lowell community that are interested in the program should
contact their installation SkillBridge point of contact for more details.
ii. Home Base is a national nonprofit dedicated to healing the invisible
wounds of war for Veterans, Service Members, Military Families, and
Families of the Fallen through world-class, direct clinical care,
2

wellness, education and research. For the past four years, Draper has
supported fundraising and employee participation in the annual Run
to Home Base. This event is a fundraising run/walk with proceeds
directly supporting the Home Base nonprofit. Draper will facilitate
fundraising and participation in Run to Home Base by members of its
Lowell workforce.
f. As part of the Project infrastructure, a landscaped driveway connecting
Canal Street to the National Park Service Lowell Headquarters will be
installed to accommodate the National Park Service Trolley tours.
2. Employment
a. Construction Employees - The Project will have a construction duration of
approximately 24 months followed by an equipment installation and training
period of approximately 6 months. The project will employ more than 300
workers over its duration, with up to 100 people on site at one time during
peak periods. To meet these needs, the Project team is committed to driving
workforce participation from the City of Lowell and surrounding
communities. To support this commitment, the project General Contractor,
Shawmut, will host a job fair within the first six months of construction
mobilization, connecting Greater Merrimack Valley residents with local
unions and project employment opportunities.
b. Draper Project Employees i. The Project will contribute to the local economy by bringing more than
100 new jobs to the city, many of which will be high-paying positions
for engineers and individuals with technical expertise in
microelectronics, manufacturing, and packaging. To fill these
positions, Draper will work with the Lowell Career Center and similar
workforce development initiatives such as MassHire that encourage
the training, employment, and advancement of Lowell residents.
Draper will participate in local hiring events, including the Greater
Lowell Veteran and Community Job Fair.
ii. Draper has been a unionized workplace since its inception as a
nonprofit corporation in 1973. Draper technicians, machinists,
electricians, shipping & receiving personnel, and other tradespeople
are represented by the Research Development & Technical Employees
Union (RDTEU). Upon a standard card check, Draper will recognize its
3

Lowell campus as a union facility operating under the current RDTEU
collective bargaining agreement, and union positions at the Lowell
campus will subsequently be appropriately identified in recruiting
efforts.
3. Local Economic Impact of Construction Dollars Utilizing localized benchmarks derived from the Associated General Contractors (AGC)
Impact Framework, the economic ripple effect of the $96 million Draper Project direct
investment recirculates and distributes as follows:
•

� Total Gross Economic Output: $157.92 million total transaction value injected
into the state and local economy.

•

� Value Added to State GDP: $79.49 million in net new economic activity
generated directly within Massachusetts.

•

� In-State Supplier Revenue (Indirect): $33.79 million flowing straight to local
materials suppliers, equipment rental houses, and architectural/engineering firms.

•

� Household Spending Re-injection (Induced): $28.13 million recirculated into
the community as workers spend their paychecks at Lowell restaurants, retail
shops, and local service providers.

•

By way of example demonstrating this direct investment Dollar recirculation:
o

A Construction Worker gets paid (Dollar Turn 1).

o

The worker takes their family out to dinner and pays the bill and tips the
server (Dollar Turn 2).

o

The server goes to a coffee shop and gets their haircut (Dollar Turn 3).

o

The Dollar continues to Turn in the local economy.

4. Land Purchase – The property for the Project will be purchased from the City of
Lowell for a Purchase Price of $1,490,000.00. The land cost is supported by an
appraisal and returns funds to the City for Public Use.
5. Project Fees – The Project site is in an urban location already supported by City of
Lowell infrastructure. All improvements will be a project cost and limited City
support in the form of City employees, fire, police, etc will be required. In addition
4

to the Project Costs expended during construction, the following will be paid to the
City:
a. Permit fees – The project building permit will have a valuation of $96 million.
This will result in a permit fee being remitted to the City of Lowell in early
2027 of approximately $1,063,000. For reference, according to the City of
Lowell Department of Development services the total valuation for all of
2024 (last full year of information available) the total 2024 full year of permit
valuation was $266,769,020. The Project permit fee represents
approximately 35% of a full year of permit fees in one project.

b. Additional Fees - In addition to the permit fees above, the Project will pay
approximately $210,000 in subcontractor permits and utility connection
fees.
6. Parking Fees – The City of Lowell constructed the parking structure adjacent to the
Project site. The City will be collecting parking fees associated with the
construction and operation of the Draper Project. These fees will be to the Public
Benefit for the City to use in their parking program.
a. Construction – as this Project is a limited urban site, the construction
workers will be utilizing the parking garage. Using a 24-month period and the
current published monthly market rate of $136.00 and considering some
workers using public transport and carpooling, results in Parking Revenue
estimated as follows: 50 parking spaces a day at $136 per month equals
5

$6,800.00 per month times 24 months of construction equals $163,200.00
total for the Project construction period.
b. Operations – After ramp up of operations, Draper employees will be utilizing
the garage for daily parking. Taking into consideration public transport and
carpooling, approximately 80 employees will be utilizing the parking
structure. Draper is in the process of negotiating a group discount rate with
the City of Lowell. The published group discount rate is $122.50 per month
per space. This equates to an estimate of $9,800.00 per month or
$117,600.00 per year.
7. Property Tax Revenue – Per the Statewide analysis by the UMass Donahue
Institute: “LINC will generate $3.7 billion in new economic activity over the next decade and
$4 million to $6 million in new annual tax revenue for the City of Lowell.” It is important to
note the Project property is currently owned by the City of Lowell and is NOT producing
Property Tax Revenue.
Draper is negotiating an Agreement with the City of Lowell for Property Tax Relief for the
first 15 years of the Project. The current draft of the agreement provides for a percentage of
Property Tax Exemption for each year. The current draft Exhibit to the Agreement is as
depicted below (Note: this is still under negotiation):

The above depicts that even with the Property Tax Relief, the Project will pay $10,581,933
during the first 15 years of occupation. After year 15, the Project will pay full taxes

6

estimated at $1,570,381.00 per year going forward. Again, it is important to note the
Project is paying ZERO taxes per year as it is owned by the City of Lowell.

8. Intangible Benefits –
Draper's investment and presence in Lowell will demonstrate and validate the City of
Lowell is “open for business” attracting interest from other companies in the technology
and defense industrial base looking for places that offer the right mix of talent, resources
and space to expand their operations.

Proposed Facility:

7

MEMORANDUM OF AGREEMENT
PARKING SPACES
This MEMORANDUM OF AGREEMENT entered into on the date set forth at the end
hereof, by and between the Charles Stark Draper Laboratory, Inc (“Draper”) (and its designees)
and the City of Lowell, Massachusetts hereinafter (“CITY”).
1. In consideration of the mutual promises contained herein, the CITY shall provide Draper
with the right to use parking within the HCID Parking Garage (“Parking Privileges”) for
up to One Hundred (100) parking spaces, owned by the City of Lowell and managed by
the Parking Department, to be used for the parking of motor vehicles for a twenty-five (25)
year period starting from the Compensation Commencement Date. The spaces shall be for
the use of Draper for Draper’s employees, agents, and invitees.
2. Draper may, from time to time during the Term, request Parking Privileges for additional
parking spaces in the Garage by providing no less than one hundred twenty (120) days’
written notice to the City. The City shall make such additional Privileges available to the
extent they are available, as reasonably determined by the City. Any additional Privileges
so provided shall be subject to all the terms and conditions of this Agreement, at the rate
then in effect, and shall be added by written notice.
3. Draper has the right to utilize a certain area depicted and described in Exhibit “A”, attached
hereto, for secure bike parking. Infrastructure, including but not limited to, gates, locks and
bike racks are to be provided by Draper.
4. This agreement shall be fully in effect as of the date of last signature. (“Agreement
Commencement Date”) and shall terminate twenty-five (25) years from the Compensation
Commencement date. There will be an infinite number of five (5) year options available to
extend these terms at the end of each term.
5. The Compensation Commencement Date, for which Draper will start to pay for exercised
Parking Privileges (“Rented Spaces”) will be based upon receipt of Draper’s Certificate of
Occupancy.
6. After Year Fifteen (15), Draper shall have the option to terminate this agreement at any
time with at least one (1) year written notice to the CITY.
7. Draper agrees to not assign or sublet any Parking Privilege which is the subject to this
Memorandum of Agreement, without written consent of the CITY, which consent shall not
be unreasonably withheld.

8. Draper shall compensate the City at the monthly rate for garage Rented Spaces in the HCID
Municipal Parking Facility, in the amount of One Hundred Twenty-Two and 50/100
Dollars ($122.50) per month per Rented Spaces, totaling a maximum of Twelve Thousand
Two Hundred and Fifty Dollars ($12,250.00) per month if all Parking Privileges were
exercised as Rented Spaces. During the initial term, there shall be an annual increase to the
monthly rate equal to Consumer Price Index (CPI) plus 1%, such increasing taking effect
on the first day of the City’s fiscal year. After the initial term, the parking rate is to be
renegotiated between both parties.
9. Payment shall be made to:
City of Lowell Parking Department
75 John Street
Lowell, MA 01852
Attention: Parking Director
10. Draper shall allow fifty percent (50%) of their Rented Spaces to be used by the public
during snow emergencies when the Lowell Police Department establishes an on-street
parking ban.
11. The rented parking spaces shall not be segregated or marked and there shall not be any
“nesting” of spaces.
12. Draper hereby releases and agrees to indemnify the CITY, its agents, officers, servants,
and employees from any and all claims, demands, and liabilities for damage or injury to
persons or property which might occur on account of the use of the parking spaces rented
hereunder by Draper, including reasonable attorney's fees. Draper hereby agrees to be
responsible for, and to pay for the reasonable repair cost of, any property damage to the
CITY arising out of Draper’s use of the rented parking spaces. Notwithstanding the
foregoing, however, Draper's indemnification of CITY hereunder shall not extend to any
claims, costs, fees, expenses, liabilities, or damages arising from the negligence, willful
misconduct, wrongful intentional act, or breach of this Memorandum of Agreement by
CITY, or by its agents, contractors, officers, servants or employees or others for which the
CITY may be liable pursuant to Massachusetts General Laws Chapter 258. In addition,
notwithstanding any other provision of this agreement to the contrary, no term or condition
of this Memorandum of Agreement shall be construed or interpreted as a waiver of any
provision of the Massachusetts Torts Claims Act, M.G.L. c. 258, as now or hereafter
amended. The parties hereto understand and agree that liability for claims for injuries to
persons or property arising out of the negligence of either party is controlled and limited
by the provisions of M.G.L. c. 258.

13. To the extent allowed under MGL c258, CITY shall indemnify Draper for damage incurred
during use of rented parking spaces as may be caused by CITY’s negligence, willful
misconduct, wrongful intentional act, or breach of this Memorandum of Agreement. CITY
agrees to make reasonable effort to provide reasonable, nonconfidential information as may
be required to file or answer complaints against fellow tenants and users of the facility.
14. Draper does hereby acknowledge and agree that the parking spaces under this agreement
shall be available to Draper and its tenants from twenty-four (24) hours a day.
15. CITY shall be solely responsible for the ordinary maintenance of the property and shall
repair any and all pothole or other damage in an expeditious manner upon inspection or
receiving written notice from Draper. CITY shall also be responsible for the removal of
snow in the HCID Garage area. The CITY shall provide security at its expense to patrol
and secure the HCID Garage during the term of the agreement.
16. In the event that the HCID Garage, or any material part thereof, shall be taken by any public
authority or for any public use, or shall be destroyed or damaged by fire or casualty, or by
the action of any public authority, within thirty (30) days of said event the CITY agrees to
offer spaces at adjacent parking locations located within 800 feet of the current location.
In the event that the CITY is not able to provide the spaces to Draper, then this
Memorandum of Agreement may be terminated at the election of Draper as to such lesser
number of spaces. Such election, which may be made notwithstanding the fact that the
CITY’s entire interest may have been divested, shall be made by giving the written notice
by Draper to CITY within 30 days after the right of election accrues.
17. If Draper does not exercise said election, this agreement shall continue in force and a just
proportion of the rent reserved, according to the nature and extend of the damages sustained
by the HCID Garage, shall be suspended or abated until the HCID Garage, or what may
remain thereof, shall be put by the CITY in proper condition for use (and thereafter a just
proportion of the rent shall be abated for the remainder of the Term), which the CITY
covenants to do with diligence to the extent of the proceeds of insurance recovered or
damages awarded for such taking, destruction, or damage.
18. If Draper shall default in the performance of any of its payment obligations hereunder and
if such default shall continue for 30 days after notice from CITY designating such default,
or (b) if within 30 days after notice from CITY to Draper specifying any other default or
defaults, Draper has not commenced diligently to correct the default or defaults so
specified, or has not thereafter diligently pursued such correction to completion, CITY and
the agents and servants of CITY lawfully may, following thirty (30) days’ written notice
may void this agreement. If CITY breaches any material obligation hereunder and fails to
commence diligently to correct such breach within 30 days following notice by Draper or

thereafter fails to diligently pursue such correction to completion, Draper may, following
thirty (30) days’ written notice, void this agreement.
19. In the event that this Memorandum of Agreement is terminated under any of the provisions
contained in paragraph 18 or shall be otherwise terminated for breach of any obligation of
Draper, Draper covenants after any such termination to pay punctually to CITY all the
sums which Draper covenants in this agreement to pay in the same manner and to the same
extend and at the same time as if this agreement has not been terminated, less the net
proceeds of any rent obtained by CITY by reletting the parking spaces included in this
agreement. CITY agrees in such event to use commercially reasonable efforts to relet the
spaces
20. CITY agrees that upon Draper’s paying the rent and performing its obligations under this
agreement, Draper shall and may peaceably and quietly have, hold and enjoy the spaces
during the term without any unresolvable interference from CITY or anyone claiming
under CITY
21. Any notice from CITY to Draper relating to the spaces, or occupancy thereof, shall be in
writing and shall be deemed fully served after 30 days of receipt by Draper via email, with
mailed copy to follow by registered or certified mail, postage prepaid, addressed to [Bob
Durkin], or at such other address as Draper may, from time to time, designate by notice to
CITY.
22. Any notice from Draper relating to Parking Privileges or Rented Spaces shall be in writing
and shall be deemed duly served when mailed by certified mail, postage prepaid, return
receipt requested, addressed to City of Lowell, c/o City of Lowell Parking Department, 75
John Street, Lowell, MA 01852, Attention: Director of Parking, Terry Ryan, or at such
other address at CITY may, from time to time, designate by notice Draper.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals to
this and one (1) duplicate on this ________ day of _______ 2026.
CITY OF LOWELL

_______________________________
Thomas A. Golden, Jr.
City Manager

APPROVED AS TO FORM:

CHARLES STARK DRAPER
LABORATORY, INC.

_______________________________
Corey F. Williams
City Solicitor

_______________________________
Carrie George,
Vice President, Chief Financial Officer

EXHIBIT A
BIKE PARKING

7

GENERAL NOTES

B

1. ALL MECHANICAL PLUMBING AND FIRE PROTECTION PIPING, DUCTWORK,
AND RISERS BELOW 48" AFF TO HAVE IMPACT PROTECTION - SEE
TYPICAL DETAILS 1-6/A-540. REFER TO PLUMBING & FIRE PROTECTION
DRAWINGS FOR VENTS AND RISERS AND MECHANICAL DRAWINGS FOR
SUB-SLAB VENT RISERS REQUIRING PROTECTION [05 50 00]
2. ALL ELECTRICAL AND TELE/COMM ROOMS TO RECEIVE PAINTED FIRERETARDANT TREATED PLYWOOD TO 8'-0" AFF, ALL ELEVATIONS, TYP.
HOLD 12" AFF.
3. ALL PRECAST ELEMENTS FACING EXTERIOR TO HAVE ARCHITECTURAL
FINISH OR AS OTHERWISE DETAILED.
4. FOR TYPICAL GARAGE PRECAST SEALANT LOCATIONS SEE SPEC
SECTION [07 92 33]
5. PROVIDE IMPACT PROTECTION AT ALL FIRE EXTINGUISHER CABINETS
WITHIN THE PRECAST STRUCTURE. [05 50 00]
6. PROVIDE BACKER-ROD AND SEALANT AT ALL MECHANICAL, ELECTRICAL
AND PLUMBING PENETRATIONS, TYP. [07 92 36]
7. ALL STRUCTURAL STEEL TO RECEIVE FIREPROOFING PER CODE
REQUIREMENT (A-005). ALL EXPOSED STRUCTURAL STEEL INSIDE STAIR
TOWER A&B (INCLUDING STEEL SUPPORTING ELEVATOR CABS & RAILS)
ARE TO RECEIVE INTUMECENT PAINT [07 84 00]. ALL CONCEALED
STRUCTURAL STEEL, INCLUDING ABOVE CEILING LOCATIONS AND ROOF
DECKING ARE TO RECEIVED SPRAY APPLIED CEMENTITIOUS
FIREPROOFING. UNDERSIDE OF METAL ROOF DECK TO RECEIVE 1 HR
SPRAY APPLIED FIREPROOFING [07 81 00]

1
TOP TIER
ELEV. 158'- 11"

D

SIXTH TIER
ELEV. 148'- 5"

FIFTH TIER
ELEV. 137'- 11"

FOURTH TIER
ELEV. 127'- 5"

CITY OF LOWELL
375 Marrimack Street, Lowell MA 01852

THIRD TIER
ELEV. 116'- 11"

SECOND TIER
ELEV. 106'- 5"

STREET TIER
ELEV. 94'- 0"

A

BASEMENT TIER
ELEV. 83'- 10"

D

ISOMETRIC

1

1.5

2

3

3.1

2
A-301

4

A-200

5

6

20 Park Plaza, Suite 1202
Boston MA 02116
617.350.5040 Ph
www.walkerconsultants.com

7

286'-8"
1
24'-0"

24'-0"

48'-0"

48'-0"

2
A-302

A-200
1
A-303

X.5

70 Franklin Street
617.350.7900

47'-4"

Y.6

1

2

13'-6"

A

GARAGE
STORAGE 1
154

1

3
A-302

A-200

A.1

4'-0"

3
A-303

A
1
A-402

GARAGE
STORAGE 2
155

5

A.1
FEC

3
A-402

FEC

M 81

X.4
PIPE PROTECTION
[05 50 00]
AROUND VERTICAL RISERS, TYP

30'-0"

30'-0"

PIPE PROTECTION
[05 50 00]
AROUND VERTICAL RISERS, TYP
PAINTED SHEAR WALL TO MATCH LEVEL
INDICATOR COLOR

A.2

A.2
11'-0"

FEC

B

PIPE PROTECTION
[05 50 00]
AROUND VERTICAL
RISERS, TYP

Y.5

FEC

FEC
1

4
A-302

1
A-302

PIPE PROTECTION
[05 50 00]
AROUND VERTICAL
RISERS, TYP

1
A-301

2

A-201
61'-0"

PAINT BOTH SIDES OF
SHEERWALLS WITH LEVEL
INDICATOR COLOR -COLOR
TO BE DETERMINED BY
ARCHITECT

PAINT BOTH SIDES OF
SHEERWALLS WITH LEVEL
INDICATOR COLOR -COLOR
TO BE DETERMINED BY
ARCHITECT

1
A-301

175'-4"

11'-0"

FEC

B

1
A-443

PIPE PROTECTION
[05 50 00]
AROUND VERTICAL
RISERS, TYP

C.5

PAINT SPANDREL AS
LEVEL INDICATOR
COLOR-COLOR TBD BY
ARCHITECT

STAIR A
7'-1
"
-10
27'

"
1/2

3

5
A-303

Y.4

8"

OPEN OFFICE
100

OFFICE LOBBY
158

C:\_RevitProjects\1138_Hamilton Garage_fmalekzadeh.rvt

C.4

MATERIAL SYMBOLS LEGEND

PIPE BOLLARD, TYP

CASH
ROOM
114

CONCRETE

TOILET RM
136

TOILET RM
135

STAIR B

C.8

RETAIL SHELL
SPACE
152
DN

X.2

X.1

D

GLASS
GRATING

IT CLOSET
147

Y.1

CONCRETE BLOCK
EARTH

UP

HALLWAY
108

Y.2

3
A-444

GENERAL
CLOSET
110

5
A-302

4
A-303

CANAL WALL

BOLLARDS

1
A-401
1

HAMILTON CANAL INNOVATION
DISTRICT PARKING STRUCTURE
LOWELL, MA

1
MARK

7/01/19
DATE

Construction Documents Package 2
DESCRIPTION
REVISIONS

ISSUE:

BID PACKAGE #1

ISSUE DATE:

6/3/2019

PROJECT NO:

16-2785.00

DRAWN BY:

AJ,SL,FM

CHECKED BY:

AJ

COPYRIGHT © 2018. ALL RIGHTS RESERVED. NO PART OF
THIS DOCUMENT MAY BE REPRODUCED IN ANY FORM OR
BY ANY MEANS WITHOUT PERMISSION FROM WALKER
CONSULTANTS.

A-201

SHEET TITLE:

13'-0 3/4"

48'-0"

48'-0"
109'-0 3/4"

U
TR

E

NO

H
RT

STREET TIER PLAN

E

S

6/28/2019 3:46:27 PM

2
A-402

1
JAN
119

A-200

M 81

ELECTRIC
CLOSET
130

6.6

FEC

6

ELECTRIC
ROOM
131

1

"
7'-8

Y.3

C

PIPE PROTECTION
[05 50 00]
AROUND VERTICAL RISERS, TYP

PAINTED SHEAR WALL TO MATCH LEVEL
INDICATOR COLOR

LEVEL
INDICATOR

A-201

EMERGENCY
ELECTRIC
132

FEC

N

4

59'-10"

A-200

6.5

FEC

W

1
A-440

Boston MA 02110
www.FMarchitecture.com

6
A-303

CONSTRUCTION DOCUMENTS

48'-0"

54'-6"

13'-0 3/4"

13'-6"

34'-3 1/4"

A-102

RIGHT OF FIRST REFUSAL/RIGHT OF FIRST OFFER AGREEMENT
THIS RIGHT OF FIRST REFUSAL/RIGHT OF FIRST OFFER AGREEMENT (this
“Agreement”) is entered into this [_____] day of [______________], 2026 (the “Effective Date”),
by and between CITY OF LOWELL, a (“Grantor”), and THE CHARLES STARK DRAPER
LABORATORY, INC., its successors and assigns (“Grantee”). Grantor and Grantee are
sometimes referred to herein individually as “Party” and collectively as “Parties.”
RECITALS
A.
Grantor is the owner of approximately .72 acres of land located within the City’s
Hamilton Canal Innovation District (the “HCID”) and known as Lot 16 in the City of Lowell
(“City”), Middlesex (“County”), Massachusetts (the “Land”) legally described on Exhibit A
attached hereto and incorporated herein by this reference (the “ROFR/ROFO Property”).
B.
Grantor is also the owner of approximately 1.35 acres of land also known as Lot 15
located at the City legally described on Exhibit B attached hereto and incorporated herein by this
reference (the “Purchase Agreement Property”), and the Grantor and WEXFORD
DEVELOPMENT, LLC, a Delaware limited liability company (“Purchaser”), have entered into
that certain [Land Disposition Agreement dated as of April 23, 2026, 2026] (as amended, the
“Purchase Agreement”), pursuant to which Purchaser desires to purchase and Grantor desires to
sell the Purchase Agreement Property.
C.
Upon purchase of the Purchase Agreement Property by Purchaser, Purchaser, as
landlord and Grantee, as tenant will enter into that certain Lease Agreement dated as of the closing
date of the sale of the Purchase Agreement Property (the “Lease”) whereby Purchaser will lease the
Purchase Agreement Property to Grantee.
D.
In consideration of Grantee entering the Lease, Purchaser has agreed to cause Grantor
as part of the Purchase Agreement to deliver this Agreement in favor of Grantee.
E.
As part of the sale of the Purchaser Agreement Property, Grantor desires to grant to
Grantee the right of first refusal and/or the right of first offer to purchase the ROFR/ROFO Property,
subject to the terms and conditions of this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth
herein, the Parties hereby agree as follows:
1.
2.

108224933

Recitals. The foregoing recitals are incorporated into and made a part of this
Agreement.
Contingency: This agreement is contingent upon the sale of a certain parcel of land,
known as Lot 15, from the City to Wexford by March 1, 2027.

2.

Right of First Refusal and Right of First Offer.

(a)
ROFR. If at any time Grantor receives an offer from any third party not
affiliated with Grantor to purchase or otherwise occupy the ROFR/ROFO Property that
Grantor desires to accept (each a “Third Party Offer”), which Third Party Offer shall
exclude sales, leases or conveyances to Affiliates (as defined below) of Grantor, then, in
such event, prior to selling the ROFR/ROFO Property to the third party, Grantor shall first
notify Grantee of such Third Party Offer (each, a “ROFR Notice”) and offer to sell and
convey the ROFR/ROFO Property to Grantee upon the same terms and conditions as
proposed in the Third Party Offer (the “ROFR”). Grantee shall have a period of sixty (60)
days after receipt of any ROFR Notice in which to accept the Third Party Offer (the
“ROFR Election Deadline”). If Grantee elects to purchase an/or lease the ROFR/ROFO
Property, as applicable, in accordance with the terms of such Third Party Offer, Grantee
shall notify Grantor of such election no later than the ROFR Election Deadline and
thereafter shall proceed to closing on the ROFR/ROFO Property in accordance with the
terms of such Third Party Offer, except that closing thereof shall occur no later than one
hundred eighty (180) days following Grantee’s delivery of notice to Grantor of such ROFR
or in accordance with the time for Closing in the Third Party Offer, whichever Closing date
is later.. If Grantee does not timely exercise its rights with respect to the ROFR specified
in the ROFR Notice, Grantor may sell, convey or lease the ROFR/ROFO Property to such
third party in accordance with the terms and provisions of the Third Party Offer; and (b)
this Agreement shall survive such sale and apply to any future sale of the ROFR/ROFO
Property for the remainder of the ROFR/ROFO Term. If Grantee elects not to exercise the
ROFR and the ROFR/ROFO Property is not thereafter sold to or leased by, as applicable,
such third party in accordance with the terms and conditions of such Third Party Offer, the
ROFR shall automatically be reinstated and shall be effective as to all other Third Party
Offers received by Grantor (whether from such original third party or any other third
parties) with regard to the ROFR/ROFO Property. In the event Grantee shall elect not to
so purchase or lease, as applicable, the ROFR/ROFO Property, Grantor may thereafter sell
the ROFR/ROFO Property only to the party making the Third Party Offer or its assignee(s)
and only in accordance with the terms presented to Grantee in the Third Party Offer, unless
a further Third Party Offer is submitted to Grantee in accordance with this Paragraph 2(a).
Notwithstanding the foregoing, Grantor shall not offer the ROFR/ROFO Property for sale
to, or accept an offer to purchase from, a Prohibited Transferee.
(b)
ROFO. If at any time Grantor desires to sell or lease the ROFR/ROFO
Property to any third party not affiliated with Grantor, which Offer shall exclude sales or
conveyances to Affiliates of Grantor, then, in such event, prior to selling or leasing the
ROFR/ROFO Property to the third party, Grantor shall first offer to sell, lease and/or
convey the ROFR/ROFO Property, as applicable, to Grantee which offer shall set forth the
fair market purchase price and/or rent (“FMV”) and other substantive terms of such
proposed sale (each, a “ROFO Notice”) (and include a copy of any marketing brochure
and/or bid package that Landlord may have prepared in anticipation of attempting to sell
the ROFR/ROFO Property to third parties) (individually and collectively, the “ROFO”).
If Grantee desires to purchase the ROFR/ROFO Property but does not accept Grantor’s
FMV of the purchase price and/or rent, as applicable, of the ROFR/ROFO Property, then

108224933

2

Grantee shall notify Grantor within thirty (30) days of receipt of the ROFO Notice. The
parties shall then endeavor to agree upon the FMV, taking into account all relevant factors.
In the event that the parties are unable to agree upon the FMV within thirty (30) days after
Grantee notifies Grantor that Grantee does not accept Grantor’s estimate, then the FMV
shall be determined as follows: a senior officer of a nationally recognized commercial sales
brokerage firm with local knowledge of office and laboratory leasing in the Route 495
North submarket of the Greater Lowell, Massachusetts area (the “Baseball Arbitrator”)
shall be selected jointly by Grantor and Grantee, and paid for by Grantee and Grantor
50/50. If Grantor and Grantee are unable to agree upon the Baseball Arbitrator, then the
same shall be designated by the local chapter of the Judicial Arbitration and Mediation
Services or any successor organization thereto (“JAMS”). The Baseball Arbitrator
selected by the parties or designated by JAMS shall (y) have at least ten (10) years’
experience in commercial sales of office and laboratory space in the Route 495 North
submarket of the Greater Lowell , Massachusetts area and (z) not have been employed or
retained by either Grantor or Grantee or any affiliate of either for a period of at least ten
(10) years prior to appointment pursuant hereto. Each of Grantor and Grantee shall submit
to the Baseball Arbitrator and to the other party, its determination of the FMV and any
information supporting such determination. The Baseball Arbitrator shall grant to Grantor
and Grantee a hearing and the right to submit additional evidence. The Baseball Arbitrator
shall determine which of the two (2) FMV determinations more closely represents the
actual FMV. The Baseball Arbitrator may not select any other FMV for the ROFR/ROFO
Property other than one submitted by Grantor or the one submitted by Grantee. The FMV
selected by the Baseball Arbitrator shall be binding upon Grantor and Grantee and shall
serve as the basis for determination of the purchase price payable under the ROFO. After
the final determination of purchase price payable under the ROFO (either by agreement of
the parties or determination by the Baseball Arbitrator), Grantee shall have a period of sixty
(60) days after such date in which to accept such ROFO (the “ROFO Election Deadline”).
If Grantee elects to purchase the ROFR/ROFO Property in accordance with the terms of
such ROFO, Grantee shall notify Grantor of such election no later than the ROFO Election
Deadline and thereafter shall proceed to closing on the ROFR/ROFO Property in
accordance with the terms of such ROFO, except that closing thereof shall occur no later
than one hundred eighty (180) days following the ROFO Election Deadline. If Grantee
does not timely exercise its rights with respect to the ROFO specified in the ROFO Notice,
Grantor may sell and convey the ROFR/ROFO Property to a third party in accordance with
the terms and provisions of the ROFO within one hundred eighty (180) days after the
ROFO Election Deadline; and (b) this Agreement shall survive such sale and/or lease and
apply to any future sale and/or lease, as applicable, of the ROFR/ROFO Property for the
remainder of the ROFR/ROFO Term. If Grantee elects not to exercise the ROFO and the
ROFR/ROFO Property is not thereafter sold or leased, as applicable, to a third party within
one hundred eighty (180) days after the ROFO Election Deadline and only in accordance
with the terms and conditions of such ROFO, unless a further ROFO is submitted to
Grantee in accordance with this Paragraph 2(b), the ROFO shall automatically be reinstated
and shall be effective as to all other future sales or leases (whether from the initial third
party or any other third parties) with regard to the ROFR/ROFO Property. In the event
Grantee shall elect not to purchase or to let the ROFR/ROFO Property, as applicable,
Grantor may thereafter sell and/or let the ROFR/ROFO Property, as applicable, to a third

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3

party in accordance with the terms of the ROFO. Notwithstanding the foregoing, Grantor
shall not offer the ROFR/ROFO Property for sale and shall not sell and/or lease the
ROFR/ROFO Property to a Prohibited Transferee.
(c)
As used in this Agreement, the term “Person” means any individual, sole
proprietorship, corporation, general partnership, limited partnership, limited liability
company or partnership, joint venture, association, joint stock company, bank, trust, estate
unincorporated organization, any foreign, federal, state, county, or municipal government
(or any agency or political subdivision thereof) endowment fund or any other form of
entity.
(d)
As used in this Agreement, with respect to any Person, the term “Affiliate”
means any entity controlling, controlled by or under common control with such Person,
and the term “control” means the power to direct the management affairs and operations of
an entity, whether by contract, voting securities, or otherwise. The term “business day” as
used herein means any day on which national banks are open for business in Lowell,
Massachusetts, excluding Saturdays, Sundays and legal holidays.
(e)
As used in this Agreement, the term “Prohibited Person” means: (a) a person
or entity subject to the provisions of Executive Order 13224; (b) a person or entity owned or
controlled by, or acting for or on behalf of, an entity that is subject to the provisions of
Executive Order 13224; (c) a person or entity with whom Landlord is prohibited from dealing
by any of the Anti-Terrorism Laws; (d) a person or entity that commits, threatens or conspires
to commit or supports “terrorism” as defined in Executive Order 13224; (e) a person or entity
that is named as a “specially designated national and blocked person” on the most current list
published by the U.S. Treasury Department’s Office of Foreign Assets Control; or (f) a person
or entity who is affiliated with a person or entity described in clauses (a) through (e) of this
paragraph. “Executive Order 13224” means Executive Order Number 13224 on Terrorism
Financing, effective September 24, 2001. The “USA Patriot Act” means the United and
Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001, H.R. 3162, Public Law 107-56, as may be amended from time to time.
(f)
As used in this Agreement, the term “Prohibited Transferee” means: (a) a
Prohibited Person; or (b) any other Person, including any Affiliates of such Person, of a
nationality listed on the Foreign Adversaries List found at 15 CFR 791.4.
3.
Term. Notwithstanding anything to the contrary contained in this Agreement, the
term of the ROFR and the ROFO (the “ROFR/ROFO Term”), if not sooner exercised by Grantee
with regard to the ROFR/ROFO Property in accordance with the terms and provisions of this
Agreement, shall automatically expire and be of no further force and effect with regard to the
ROFR/ROFO Property on the twentieth anniversary of the Effective Date (the “Expiration
Date”); Notwithstanding anything to the contrary, the ROFR and ROFO created by this Agreement
shall, unless earlier exercised or terminated in accordance with its terms, automatically expire and
terminate no later than the ninetieth (90th) anniversary of the Effective Date, and shall be construed
to avoid suspension of the absolute power of alienation beyond the permissible period.

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4

5.
Estoppel Certificates. During the ROFR/ROFO Term, upon the request of either
Party (the “Requesting Party”), the other Party (the “Non-requesting Party”) shall, no later than
fifteen (15) days following receipt of a written request from the Requesting Party, execute an
estoppel certificate in favor of the Requesting Party, its lender, tenant, purchaser and/or
prospective lender, tenant or purchaser, as applicable, confirming the status of this Agreement,
whether the same remains in full force and effect and whether, to such Non-Requesting Party’s
current actual knowledge, the Requesting Party is in breach or default hereunder. Such request
shall be made no more frequently than twice annually during the ROFR/ROFO Term except in
connection with any potential sale or financing of the Party’s applicable interest in the Purchase
Agreement Property or the ROFR/ROFO Property. If the Non-Requesting Party does not timely
respond, the Requesting Party, its lender and/or prospective purchaser, as applicable, shall be
entitled to rely on an estoppel certificate executed by such Requesting Party confirming the status
of the Agreement and each Party hereby irrevocably appoints the other Party as its attorney-in-fact
for the purpose of executing such estoppel certificate upon the failure of the Non-Requesting Party
to timely provide an estoppel certificate, which appointment is irrevocable and is coupled with an
interest.
6.
Notices. All notices required to be given hereunder shall be in writing and shall be
addressed as follows, or as either Party may subsequently designate by written notice to the other.
All notices shall be delivered by electronic mail (e-mail), recognized overnight delivery service,
or hand-delivery and shall be deemed effective upon: (i) e-mail with receipt of successful
transmission; (ii) deposit with a recognized overnight delivery service; or (iii) upon receipt by
hand-delivery:
If to Grantee:

[_____________________
______________________
______________________]
Attn: [_________________]
Email: [________________]

To CITY OF LOWELL:

City of Lowell
c/o Department of Planning and Development
50 Arcand Drive, 2nd Flr
Lowell, MA 01852
[email protected]

With copy to:

City of Lowell
c/o City Manager’s Office
375 Merrimack Street, Fl #2
Lowell, MA 01852
[email protected]
with a copy to:

108224933

Polsinelli PC
600 Third Avenue, 42nd Floor
New York, New York 10016
5

Attention: Brooks S. Clark
Email: [email protected]
7.
Entire Agreement. This Agreement contains the entire agreement of the Parties
concerning the subject matter hereof, and supersedes all prior and contemporaneous
communications, understandings and agreements concerning the subject matter herein between the
Parties and may be amended only by an instrument in writing signed by all Parties. No
representations, promises or agreements, oral or otherwise, not contained herein shall be of any
force or effect.
8.
Governing Law. This Agreement shall be governed by and construed under the
laws of the Commonwealth of Massachusetts, including without limitation, with respect to the rule
against perpetuities and reformation of nonvested property interests, including any applicable
statutory “wait-and-see” or reformation principles as adopted in the Commonwealth of
Massachusetts.
9.
Run with the Land. This Agreement shall run with the land (being the
ROFR/ROFO Property with respect to Grantor and the Purchase Agreement Property with respect
to Grantee) and shall be binding upon and inure to the benefit of the Parties to this Agreement and
their respective successors and assigns. In addition, Grantee may assign its interests under this
Agreement to any future owner or lessee of the Purchase Agreement Property or may retain the
rights set forth herein individually, provided that only one party may hold the rights of the Grantee
hereunder at any time; provided, however that this sentence shall not preclude Grantee from
granting a collateral assignment of its rights hereunder to any ground lessor, lender or owner of
the Purchase Agreement Property.
10.
Invalidity. Should any provision of this Agreement be held to be invalid, illegal,
or unenforceable under present or future laws effective during the ROFR/ROFO Term, the legality,
validity and enforceability of the remaining provisions shall not be affected thereby, unless the
severance of the invalid, illegal or unenforceable provision eliminates the material benefit of this
Agreement for either Party.
11.
Draft of Agreement. The Parties acknowledge that this Agreement has been
negotiated at arm’s length and in good faith, and that each Party has been or has been given the
opportunity to be represented by independent legal counsel, and that this Agreement is the result
of such mutual agreement and negotiation, and shall not be deemed to have been drafted solely by
either Party, and neither Party shall be deemed to be the draftsperson and the Parties hereby waive
the benefit of any rule of contract interpretation or construction requiring that the same be
construed against the drafting Party in the event of ambiguity.
12.
Attorneys’ Fees and Costs. If any action, proceeding arising out of or relating to
the performance of this Agreement is commenced, regardless of whether it is later dismissed, the
prevailing Party shall be entitled to recover from the other Party its reasonable attorneys’ fees and
costs, including, but not limited to, expert witness fees and expenses, in addition to any other relief
to which that prevailing Party may be granted.

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6

13.
No Third Party Beneficiaries. This Agreement is entered into for the sole benefit
of the Parties, and no other parties are intended to be direct or indirect beneficiaries of its
provisions, and no third party shall have any rights in, under or to this Agreement unless this
Agreement has been assigned to such party.
14.
Waiver. The failure of either Party at any time to require performance of any
provision of this Agreement shall not limit that Party’s right to enforce the provision in the future.
Waiver of any breach of any provision shall not be deemed a waiver of any succeeding breach of
the provision or a waiver of the provision itself or any other provision.
15.
Injunctive Relief. It is agreed that, in the event of default of the terms herein, and
in addition to and not in lieu of seeking any damages as allowed by law, either and each Party shall
have the unequivocal right to obtain injunctive relief (including obtaining a temporary restraining
order).
16.
Counterparts. This Agreement may be executed in several counterparts, each of
which shall be fully effective as an original, but all of which together shall constitute one and the
same instrument.
17.

Time of Essence. Time is of the essence in the performance of this Agreement.

18.
Further Assurances. The Parties shall execute such further documents and
instruments and undertake such further actions as may reasonably be necessary to effectuate the
transactions contemplated in this Agreement.
19.
Headings. The article and section headings herein are for convenience only and
shall not affect the construction hereof.
20.
Entire Agreement. This Agreement and the documents referred to or
contemplated herein constitute the sole and entire agreement between the Parties with respect to
the subject matter hereof, and there are no other covenants, promises, agreements, or
understandings regarding the same.
21.
Use of Terms. As used herein words in any gender shall be deemed to include the
other genders and the singular shall be deemed to include the plural, and vice versa.
22.
Recording. The Parties agree that a Notice of this Agreement in substantially the
form of Exhibit C attached hereto and incorporated herein by this reference (a “Notice of
Agreement”) shall be recorded in the real property records of Middlesex County, Massachusetts.

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7

IN WITNESS WHEREOF, the Parties have executed this Agreement as an instrument
under seal as of the Effective Date.
GRANTOR:
[CITY OF LOWELL]
By: ____________________________
Name: Thomas A. Golden, Jr.
Title:City Manager
GRANTEE:
THE
CHARLES
STARK
LABORATORY, INC.,

DRAPER

By: ____________________________
Name: Carrie George
Title: Vice President, Chief Financial Officer &
Treasurer

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8

EXHIBIT A
Legal Description of ROFR/ROFO Property
[To be completed]

108224933

Exhibit A

EXHIBIT B
Legal Description of Purchase Agreement Property

[To be completed]

108224933

Exhibit B

EXHIBIT C
Notice of Right of First Refusal/Right of First Offer Agreement
WHEN RECORDED, RETURN TO:
Polsinelli PC
600 Third Avenue, 42nd Floor
New York, New York 10016
Attention: Brooks S. Clark
NOTICE OF RIGHT OF FIRST REFUSAL/RIGHT OF FIRST OFFER AGREEMENT
BY THIS NOTICE OF RIGHT OF FIRST REFUSAL/RIGHT OF FIRST OFFER AGREEMENT
(“Notice”), entered into as of the ___ day of ____________, 2026, by [THE CITY OF
LOWELL] (“Grantor”), and THE CHARLES STARK DRAPER LABORATORY, INC.,
(“Grantee”). Grantor and Grantee declare and agree as follows:
A.
Grantor owns that certain real property located in the City of Lowell, Middlesex
County, Commonwealth of Massachusetts and described on the attached Exhibit A (the “Grantor
Property”). Grantee leases that certain real property located in the City of Lowell, Middlesex
County, Commonwealth of Massachusetts and described on the attached Exhibit B (the
“Benefitted Property”).
B.
Grantor granted to Grantee and does hereby grant to Grantee a right of first refusal
and a right of first offer, pursuant to that certain Right of First Refusal/Right of First Offer
Agreement between Grantor and Grantee of even date herewith (“ROFR/ROFO Agreement”), to
purchase the Property on the same terms and conditions of any third party offer for the purchase
of the Property received by Grantor and to be offered the Property prior to Grantor selling the
Property to any third-party, in each case in accordance with the terms of the ROFR/ROFO
Agreement (the “ROFR/ROFO”).
C.
The term of the ROFR/ROFO commences upon the date of this Notice and
continues for twenty (20) years following the effective date of the ROFR/ROFO Agreement,
unless sooner terminated in accordance with the ROFR/ROFO Agreement; provided that the term
of the ROFR/ROFO may be extended for successive twenty (20) year periods pursuant to the
ROFR/ROFO Agreement, not to exceed ninety (90) years from the effective date thereof in the
aggregate
D.

108224933

The notice addresses for Grantor and Grantee are as follows:
If to Grantee:
[_____________________
______________________
______________________]

Exhibit C-1

Attn: [_________________]
Email: [________________]
To CITY OF LOWELL:

City of Lowell
c/o Department of Planning and Development
50 Arcand Drive, 2nd Flr
Lowell, MA 01852
[email protected]

With copy to:

City of Lowell
c/o City Manager’s Office
375 Merrimack Street, Fl #2
Lowell, MA 01852
[email protected]

with a copy to:

Polsinelli PC
600 Third Avenue, 42nd Floor
New York, New York 10016
Attention: Brooks S. Clark
Email: [email protected]

E.
The parties’ rights and obligations under the ROFO/ROFR Agreement run with the
land and burden the Grantor Property and benefit the Benefitted Property, as set forth in the
ROFO/ROFR Property. Grantee may assign its rights under this ROFO/ROFR Agreement as set
forth therein.
F.
All of the other terms, conditions and agreement contained within the ROFO/ROFR
Agreement are fully incorporated herein by reference as if fully set forth herein. This Notice is
not intended to change any of the terms of the ROFR/ROFO Agreement.

108224933

Exhibit C - 2

IN WITNESS WHEREOF, the parties have executed this Notice of Right of First
Refusal/Right of First Offer Agreement as an instrument under seal of the date first set forth above.
GRANTOR:
[CITY OF LOWELL]
By: ____________________________
Name: Thomas A Golden, Jr.
Title:_City Manager
COMMONWEALTH OF MASSACHUSETTS
Middlesex County
On this ________ day of _________________, 2026, before me, the undersigned notary public,
personally appeared _______________________, the _____________ of _[City of Lowell], a
____________________, which _________________ is the ______________ of
_____________________, a ______________________, proved to me through satisfactory
evidence of identification, which were ________________________________ to be the person
whose name is signed on the preceding documents, and acknowledged to me that he/she signed it
voluntarily for its stated purpose.
________________________________________
__________________________, Notary Public
My commission expires:
[SEAL]

108224933

Exhibit C - 3

GRANTEE:
THE
CHARLES
LABORATORY, INC.,

STARK

DRAPER

By: ____________________________
Name: Carrie George
Title: Vice President, Chief Financial Officer &
Treasurer
STATE OR COMMONWEALTH OF ______________________
_________________ County
On this ________ day of _________________, 2026, before me, the undersigned notary public,
personally appeared _______________________, the _____________ of _The Charles Stark
Draper Laboratory, Inc., proved to me through satisfactory evidence of identification, which were
________________________________ to be the person whose name is signed on the preceding
documents, and acknowledged to me that he/she signed it voluntarily for its stated purpose.
________________________________________
__________________________, Notary Public
My commission expires:
[SEAL]
STATE OR COMMONWEALTH OF ______________________
_________________ County
On this ________ day of _________________, 2026, before me, the undersigned notary public,
personally appeared _______________________, the _____________ of _The Charles Stark
Draper Laboratory, Inc., proved to me through satisfactory evidence of identification, which were
________________________________ to be the person whose name is signed on the preceding
documents, and acknowledged to me that he/she signed it voluntarily for its stated purpose.
________________________________________
__________________________, Notary Public
My commission expires:
[SEAL]

108224933

Exhibit C - 4

EXHIBIT A
Legal Description of the Grantor Property
[To be completed]

108224933

Exhibit C - 5

EXHIBIT B
Legal Description of the Benefitted Property

108224933

Exhibit C-1

Office of the City Manager
City Hall • 375 Merrimack Street • Lowell, MA 01852
P: 978.970.4000 • F: 978.970.4007
www.LowellMA.gov
Thomas A. Golden, Jr.
City Manager
Shawn Machado
Assistant City Manager

October 20, 2026
Mayor Erik R. Gitschier
And
Members of the Lowell City Council
Dear Mayor Gitschier and Members of the City Council:
On October 6, 2026, the City Council, in executive session, voted to approve the following:
1) Parking Agreement
2) Tax Increment Financing Agreements for parcel 15 in the Hamilton Canal Innovation
District
3) Right of First Refusal in favor of Draper Laboratories for parcel 16 in the Hamilton Canal
Innovation District
I am requesting the City Council confirm their approval by authorizing the City Manager to
execute the Parking Agreement, Tax Increment Financing Agreement (Parcel 15), and Right of
First Refusal (Parcel 16).
If you have additional questions about this project, please do not hesitate to contact Assistant
City Manager/DPD Director Yovani Baez-Rose at 978-674-4252 or Solicitor Corey Williams at
978-674-4050.
Sincerely,

Thomas A. Golden, Jr.
City Manager