DOYLE SAILMAKERS (2) R & J Swampscott Road, LLC
Doyle Sailmakers, Inc.
Application for Certified Project Designation
Tax Increment Financing Plan
96 SxaVscott Road, Salem,Massaebaselts
Presented to:
Economic Assistance Coordinating Council
Presented by:
Mayor Kimberley Driscoll
City of Salem
R &J Swampscott Road, LLC
Doyle Sailmakers, Inc.
March 13, 2007
Ole
CITY OF SALEM, MASSACHUSETTS
Kimberley Driscoll
Mayor
March 12, 2007
Economic Assistance Coordinating Council
ATTN: Robert Foley, Program Manager EDIP
Massachusetts Office of Business Development
One Ashburton Place, Suite 2101
Boston, MA 02 108
To the Members of the Economic Assistance Coordinating Council:
I am pleased to submit for your review the applications and supporting documentation necessary
to designate R& I Swampscott Road, LLC a Certified Project through the Commonwealth's
Economic Development Incentive Program(EDIP). R& J Swampscott Road, LLC is the
holding company for Doyle Sailmakers, Inc., a leading manufacturer of sails, looking to expand
and move their operations to Salem's newest industrial park at 96 Swampscott Road.
Shortly after taking office last year, a developer approached me about his purchase of the former
Atlantic Extrusions building at 96 Swampscott Road. The 170,000 square foot building had been
vacant for over two years, with little interest from companies or developers looking to invest in
the property. The developer envisioned redeveloping the property into industrial/commercial
condominiums for smaller manufacturing companies. He quickly found interest from local
companies looking for space and willing to invest in the property. The building is now home to
nine companies, who are investing a great deal in their units. Three of these companies
approached the City for assistance, Doyle Sailmakers, being one of them.
Doyle Sailmakers, Inc. was established in 1982 in Marblehead, where the company has leased
space in the same building for 25 years. They are moving to Salem and purchasing a 3 1,000
square foot unit at 96 Swampscott Road. This move will allow the company to consolidate two
existing locations to increase efficiency, expand into a new product line (construction of
airships), and increase manufacturing capacity to meet a growing market demand for its
products. The company is expanding into the airship field because they believe it is one business
that will not go offshore and is a source for entry-level jobs with training. The investment in the
purchase and renovation of the unit is anticipated to be $2,382,000. The expected job growth is
12 full-time permanent jobs in the next five years.
The City is proposing a five-year TIF Agreement for Doyle Sailmakers, Inc. If approved, it will
be the first time in nearly six years that the city has used this valuable economic development
Salem City Hall—93 Washington Street—Salem, MA 01970-3592 Ph. 978-745-9595 Fax 978-744-9327
tool to promote development in Salem. Projects using this tool in the past have exceeded job
creation goals and continue to provide meaningful tax revenue to the City. The financial impact
of the project is substantial and will help send the message that we welcome new businesses and
encourage economic development in Salem.
On February 22, 2007, the project was submitted to the Salem City Council to designate the
company as a certified project and endorse a five-year Tax Increment Financing (TIF) plan. The
Council is reviewing the project at the Committee level on March 19 and we anticipate a
favorable vote on March 22, 2007. The enclosed TIF plan and application for certified project
status describe the City's reasons for offering the incentives and the benefits, which the company
will bring to Salem.
I appreciate your support of our economic development efforts and hope that, once again, you
will vote to certify a Salem project.
Very truly yours,
44A4 �k�
Kimberley Driscoll
Mayor
Salem City Hall—93 Washington Street—Salem, MA 01970-3592 Ph. 978-745-9595 Fax 978-744-9327
0=YLE
September 28, 2006
Dear Honorable Kimberly Driscoll,
As president of Doyle Sailmakers Inc. [DSI1 I am writing to the City of Salem to notify
them of its interest in participating in the MA Economic Development Incentives
Program (EDIP). DSI is currently working with the MA Dev. Resource team on a
number of initiatives including financing, work force, and training issues
DSI is interested in participating with the local community to acquire and train personel
as part of these efforts. We've been in business of manufacture of sails since 1982 and
plan to continue to do so and to use the new facility in Salem to grow into the airship
business. We currently have 33 employees and hope to add 4 to the airship business
ASAP and to continue to grow that business until we would have 10 to 12 full time: 2
engineers, I manager, I foreman, and 8 production personnel.
We hope the city will agree to assist us in our effort participate in this program. We
welcome you to both our existing facility as well as our planned facility in Salem to
better understand our goals.
I can be reached at: bus. 781-639-1490; Cell 617-510-2099
1 look forward to hearing from you.
7 e I
I
obert .D�oy e
Pres. Doyle Sailinakers
CC: Peter Milano peter.Milano-sea@state.maus
Doyle Sailmakers 89 Front St.Marblehead,MA 01945 PH:781-639-1490;Fax 781-639-1497; Email:
rdoyle@doyiesails.com:Web: Doylesails.com
Certified Project Application —Page I
The Massachusetts Economic Development Incentive Program
CERTIFIED PROJECT APPLICATION RECENED
FEB 2 0 2007
APPLICANT INFORMATION I)EFrr OF PLANNING&
coijjlj�fff DEvELOPMENT
I Name and address of business(es)submitting this application (please list fiscal
year end for each business):
Doyle Sailmakers, Inc. Fiscal year end is August 31
89 Front Street
Marblehead, MA 01945
R & J Swampscott Road I-I-C
96 Swampscott Road, Unit 8
Salem, MA 01970
2. Name and address of project(if different from above):
R & J Swampscott Road LLC Fiscal year end is December 31't
96 Swampscott Road, Unit 8
Salem, MA 01970
3. Location of ETA: Beverly and Salem Regional ETA
4. Location of EOA: Salem
5. Authorization: IMe, (print) VZo bu,-k- 0oN le- of the
business(es) applying for Certified Project designation, hereby
certify that the information within this application is true and
accurate, and reflects the project's intentions for job creation
and investment. I/We understand that the information provided
within this application shall be binding for the duration of the
project certification.
(Sigrikure) (Yale)
(Signature) (Date)
(Additional Signatures, if necessary) (Date)
Certified Project Application —Page 2
6. Nature and Purpose of Project: Describe briefly the nature and history of the
business as well as the specific expansion/growth/relocation plans: the level of
new investment (with a breakdown of type of expense: construction, renovation,
acquisition of equipment, etc.) and employment levels — both current and
projected. Provide time frames for both the projected total investment and job
creation. As part of this narrative, please explain why the business is seeking,
Certified Project designation.
Doyle Sailmakers is a well-known international sailmaking business that was started
by Robert Doyle in 1982 in Marblehead. Doyle makes sails for boats Tto 300' and
currently has sails on the two most visible yachts in the world, Mirabella V and the
Maltese Falcon. We also produce most of the sails worldwide for the women's
keelboat used in the Olympics. Doyle is a very healthy business that needs more
space to manufacture.This move will allow the company to consolidate two existing
locations to increase efficiency, expand into a new product line (construction of
airships), and increase manufacturing capacity to meet a growing market demand for
its products.
Currently Doyle has 31 employees in Marblehead in two locations. With the move to
Salem, there will be an immediate and ongoing need for growth in employment that
will benefit the ETA. We will train entry-level employees as there is no preparation in
any school system or work experience for sailmaking.
As we are all aware manufacturing in many fields is moving offshore. With it go jobs
previously available to the residents of our state and region. We are seeking Certified
Project designation to help Doyle Sailmakers manufacture in the City of Salem and
have the ability to provide job opportunities to the ETA.
The cost of the new building location at the Salem Commerce Park is $1,882.000.
The projected improvements to the location are in the range of$510,000. The
additional piece of equipment required for the airships cost $101,000. The loans
Doyle has for this project in the amount of$2,276,400. are projected over 20 years.
The build out of the space began in November and is scheduled to be finished for
Doyle to move in February 19
Certified Project Application —Page 3
7. Is this business new to Massachusetts? 0 Yes XEI No
If no:
• Where are the existing Massachusetts facilities?
0 89 Front Street, Marblehead, MA 01945
0 16 Lincoln Avenue, Marblehead, MA 01945
• Will this project require/trigger the closing or consolidation of any
Massachusetts facilities? If yes, please explain.
a The two leased facilities above will be consolidated into the
0 new owned facility in Salem.
8. Is this project an expansion of an existing business? LiX Yes 11 No
If yes, check the appropriate box: 0 at existing location
11 at new location in same municipality
X 11 at new location in different municipality
9. Job Creation
In order to qualify for Certified Project Status, the governing statute and regulations
require the creation of new, new, permanent full-time employees in Massachusetts.
On the chart provided (see next page), please fill in the blanks provided.
WORK FORCE ANALYSIS AND JOB CREATION PLAN
New Jobs:
CURRENT JOBS, if any to be TOTAL, New Jobs: New Jobs: New Jobs: New Jobs: New Jobs: Years 6-10
EMPLOYMENT relocated from Projected New Year One Year Two Year Three Year Four Year Five (20 ) Is
LEVEL another MA facility Permanent Jobs (2005) (2006) (2007) (2008) (2009) If Applicab
Total Employees at
Certified Project
Facility in Mass. 0 31 12 4 2 2 2 2
Total Employees in -
Massachusetts at
other sites. 6
#of Employees at
Certified Project
Location who live in
the ETA of the
Certified Project 3
#of Permanent Full-
Time Employees 30
#of Permanent Part-
Time Employees 7
#of Temporary Full-
Time Employees
#of Temporary Part-
Time Employees
JOBS BY
CLASSIFICATION (LI t#of Jobs, and verage Wage/S lary. Please feel frees to u a your corn ny's classification syste
#of Management
Positions 3 $100,000
#of Professional
Positions 4 $56,000
#of Technical
Positions 3 $57,000
#of Skilled Positions 27 $17 per hour
#of Unskilled
Positions T
Certified Project Application —Page 5
10. Certification for Abandoned Buildings — Does the proposed project involve the
renovation and reuse of an abandoned building?
El Yes EIX No 11 Unsure
If yes or unused, please answer the following questions:
(a) How long has the building been vacant? (if know, state date)
(b) During this period of time, what percentage of the building was vacant and
unused? If the percentage varied during this time period, provide information for each
change in the percent of vacant space and the applicable time period.
11.Local Employment—What actions will you take to recruit employees from among
residents of the ETA?
Provide any information, documentation, or studies which demonstrate that:
(a) the business has the intention and capacity to achieve the anticipated
level of new permanent full4ime jobs for residents of the
municipality/Economic Target Area; and
Doyle Sailmakers is committed to providing jobs to the ETA. To do this we will work
with local agencies, organizations and the Salem High School and Salem State
College career offices. We generally advertise in the local newspapers including but
not limited to the Salem News, Beverly Citizen, Danvers Herald, Peabody weekly
newspaper.
Due to space and labor limitations in 2006 Doyle Sailmakers had to contract out
$650,000 worth of sails. This represents 6 sailmakers worth of labor. The airships that
Doyle has a contract to build will require 4 full time people. Doyle is currently
contracting out$75,000 service work and not pursuing more due to space and labor
limitations. Plan is to increase service by $250,000 and do all the service in house.
This represents an additional 2.5 people. The preceding does not reflect speculative
ventures but known work that we have been unable to accept due to existing space
and labor limitations. The labor that is required for all of the above is entry-level labor
that is not likely to commute any distance.
The economic condition of the luxury sailing industry is quite healthy at the moment.
The average age of the sailor is increasing. This has the positive effect that the
Certified Project Application —Page 6
clientele requires and is willing to pay for more services. The economic condition of
the airship industry is that the supply is not keeping up with the demand. Doyle
Sailmakers has made the commitment of a larger manufacturing space in Salem in
order to create full time jobs that we feel will benefit the people of the ETA.
(b) taking into consideration existing economic conditions, the proposed
project is likely to succeed in creating and retaining the anticipated
level of new permanent full-time jobs for residents of the
municipality/Economic Target Area.
12. Affirmative Action -- Does the business have an Affirmative Action/Equal
Employment Opportunity Plan or Statement? Li X Yes El No
If yes, please attach a copy. — Doyle Sailmaker's s Code of Conduct is attached, it
includes our Equal Opportunity Statement.
If no, describe the business' hiring policies and practices.
13. Agreement Between the Business and Area Banks — Describe briefly the business'
local banking relationship(s), if any. Does the institution with which the business
banks participate in the Massachusetts Capital Access Program, which is designed to
commit a portion of the business' deposits to fund loans to local businesses?
Doyle Sailmakers, Inc. and R&J Swampscott LLC bank with Danversbank who
participates in the Massachusetts Capital Access Program.
14. Economic Benefits of Project Certification -- Provide a description of the economic
benefits that are anticipated for the business and the project, if the project is certified.
For example, describe the anticipated state and local tax benefits, municipal road or
infrastructure improvements, assistance for local job training programs, the impact of
local permit streamlining and other benefits anticipated if the project is certified. Also,
provide any information, documentation or studies demonstrating any additional
benefits (i.e., reduction of blight, reuse of abandoned buildings, clean up of
contaminated property, job training, provision of day care, any contributions to the
community etc.) likely to accrue to the area as a result of Certified Project designation.
Doyle Sailmakers' plan for the newly acquired space on 96 Swampscott Rd. is to
increase our production of sails and sail repair and to enter the production of large
Certified Project Application —Page 7
lighter than air ships. We will be increasing our workforce to achieve this end. Our
current problem is that we have a very experienced work force, and thus a very
expensive work force. We need to balance this work force with entry-level workers
that we will train. We have already invested in two key employees being trained to
train others in the very exacting and demanding airship assembly process.
Doyle Sailmakers has considered space in Salem in the past but the high commercial
tax rate in Salem has always been the back breaker. However, this time Ken Goode
and Ben Wong were very helpful in pointing out the economic incentives available to
business. With this, coupled with our partial MA Development Finance Agency
Revenue bond, we made the decision to go forward with new space in Salem. We did
not get the 85% financing for which we had hoped, but only 65%. This reduced
amount of financing and costs of the build out is making the move much more
financially challenging than originally planned.
It should be important for the state of Massachusetts as well as the municipality of
Salem to retain manufacturing. The cost to manufacture in Massachusetts continues
to escalate and as a result companies are reducing manufacturing jobs by sending
work offshore. Doyle Sailmakers has made a commitment to expand our
manufacturing business and provide more jobs for the people of Massachusetts. We
are expanding into the airship field because we believe that is one business that will
not go offshore and is a source for entry-level jobs with training. We would appreciate
any help that the Mass Economic Development Incentive Program can provide.
As a historical note of interest to the City of Salem, the first sail loft in America was
located on Derby Wharf. Doyle Sailmakers is seeking to restore a tradition of
sailmaking to the city. Doyle is an internationally respected company that will bring
visibility to the City of Salem. Hotels, restaurants and other retail businesses will be
enhanced by Doyle being located in Salem as our high-end clientele will find the
charm of Salem irresistible.
Certified Project Application —Page 8
SPECIAL REQUIREMENTS FOR REAL ESTATE PROJECTS
I Will the business own or leaseirent the facility? X I] Own F1 Lease/Rent
If leasing/renting, please identify the developer/landlord, and state who will be the
taxpayer of record for the purpose of paying local real estate taxes.
If owning, will the business fully occupy the space? X0 Yes El No
If no, does the business intend to lease/rent the remaining space?
2. Describe how the various tax benefits and other economic incentives that will
result from Certified Project designation vvill be allocated among the
business(es) developing the project (i.e., a developer or landlord) and the
business(es) intending to purchase, lease or rent space at the facility (i.e., tenant
or tenants).
The 5% Economic Opportunity Credit will be applied to the cost of qualified property
as follows:
R&J Swampscott Road LLC — Building & Improvements estimated @
$2,382,000
Doyle Sailmaker, Inc. —Cost of new equipment estimated @ $101,000
The savings generated from the tax exemption schedule on future incremental real
property taxes will benefit R & J Swampscott Road LLC, the entity holding the
property.
SUPPLEMENTAL INFORMATION
1. Name(s)of the business(es) intending t� take advantage of the state tax
incentives:
Business Name: Doyle Sailmakers, Inc.
Federal Employer Identification #: 04-2765012
Address: 89 Front Street, Marblehead, MA 01945
Phone: 781-639-1490
Fax: 781-639-1497
Contact Person: Robbie Doyle
Type of Organization (check all which applies):
X Corporation 0 For-Profit DS-Corp 0 Non-profit
F
Li Business Trust
11 Partnership 11 General Partnership El Limited Partnership
0 Individual
Level of Interest: X 115% Investment Tax Credit
D 10%Abandoned Building Tax Deduction (if applicable)
Certified Project Application —Page 9
[i Local real estate tax incentive beneficiary
2nd Business Name (if applicable): R & J Swampscott Road LLC
Federal Employer Identification#: 51-0600068
Address: 96 Swampscott Road LLC, Unit 8
Salem, MA 01970
Phone: 781-639-1490
Fax: 781-639-1497
Contact Person: Robert Doyle
Type of Organization (check all which applies):
L1 Corporation 0 For-Profit 11 S-Corp [I Non-profit
0 Business Trust
11 X Partnership Ll General Partnership [I Limited Partnership
El Individual
Level of Interest: Xii 5% Investment Tax Credit
ci 10%Abandoned Building Tax Deduction (if applicable)
X11 Local real estate tax incentive beneficiary
"*If there are more than two businesses intending to take advantage of these
state tax incentives associated with this project, please provide the above
information for all such businesses.
2. A — If a corporation, please list the names and addresses of the officers and directors—
of said corporation, and any person and/or corporation with a financial interest of five
percent or greater in said corporation.
B — If a partnership, please list the names and addresses of all partners, and include
the proportionate share owned by each partner.
C — If a business trust, please name all members and beneficiaries of said trust.
Corporation = Doyle Sailmakers, Inc.
Name and Address of officers and directors:
• Robert Doyle, 43 Norman Street, Marblehead, MA
• Janet Doyle, 43 Norman Street, Marblehead, MA
• Sam Byrne, Bridge Street, Manchester, MA
• Gary Gregory, Millpond Road, Marblehead, MA
Person or corporation with greater than five percent interest
• Robert Doyle
• Gary Gregory
Partnership = R&J Swampscott Road LLC
Name and Addresses of Members
• Robert Doyle, 43 Norman Street, Marblehead, MA — 50% interest
• Janet Doyle, 43 Norman Street, Marblehead, MA —50% interest
Certified Project Application —Page 10
3. Please provide the name, address, phone number and contact person for any
organizations Which may own or control the applicant organization, or who are
affiliated with the applicant business organization.
Please see above relationship between Doyle Sailmakers, Inc. and R&J Swampscott
Road, LLC
4. Certificate of Good Standing — Please provide proof of good tax standing in the
Commonwealth of Massachusetts via a Certificate of Good Standing, which is a letter
issued by the Massachusetts Department of Revenue. To obtain a Certificate of
Good Standing, please see Attachment I of this application.
Copy of Certificate is attached.
97Z46" oommo/z�
00&eo"71' Jffasw'o� 0,9/&y
di
September 6, 2006
y
OM IT MAY CONCERN:
I hereby.certify that a certificate of organization of a Limited Liability Company was
this office by
R &J SWAMPSCOTT ROAD LLC
ance with the provisions of Massachusetts General Laws Chapter 156C on September
I hirther certify that said Limited Liability Company has filed all annual reports due and
fees with respect to such reports; that said Limited Liability Company has not filed a
ate of cancellation or withdrawal; and that, said Limited Liability Company is in good
&with this office.
I also certify that the names of all managers listed in the most recent filing are: ROBERT
YLE,JANET DOYLE
I furffier certify, the names of all persons authorized to execute documents filed with this
-and listed in the most recent filing are: ROBERT E. DOYLE,JANET DOYLE
The names of all persons authorized to act with respect to real property listed in the most
liling are: ROBERT E. DOYLE,JANE T DOYLE
In testimony of which,
I have hereunto affixed the
Great Seal of the Commonwealth
on the date first above written.
Secretary of the Commonwealth
A�
21/2006 12:43 FAX 4 002/002
Massachusefts
HN epartment
A f
01
evenue PO.8OX 7010 BOSTON,MA 02204
LeBOVIDGE, COMMISSIONER
ROBERT O'NEILL,BUREAU CHIEF
Notice: 80619
D YLE SAILMAKERS, INC.
0 TIP 0: 042765012
00 FRONT STREET Date: 9i21106
MARBLEHEAD, MA.01945 Bureaw Certificate Unit
CERTIFICATE OF GOOD STANDING AND/OR TAX COMPLIANCE
The Commissioner of Revenue certifies as of the above date. that the above named individual
or entity is in compliance with its tax obligations payable under M.G.L..c.62C,including
corporation excise, sales and use taxes, sales tax on meals,wthholGing taxes,room occupancy
excise and personal income taxes,with the following exceptions.
This Certificate certifies that individual taxpayers are in compliance with income tax obligations
and any sales and use taxes, sales tax on meals,withholding taxes,and/or room occupancy
taxes related to a sole proprietorship. Persons deemed responsible lor the payment of these
taxes on behalf of a corporation, partnership or other business entity may not use our
automated process to obtain a certificate.
This certificate does not certify that the entity's standing as to taxes such as unemployment
insurance administered by agencies other than the Department of Revenue,or taxes under any
-,other provisions of law. Taxpayers required to collect or remit the following taxes must submit a
-4 separate request to certify compliance:Alcoholic Beverage Excise, Cigarette Excise,Sales Tax
on Boats, International Fuels Tax Agreement.Smokeless Tobacco or Ferry Embarkation.
. .... THIS IS NOT A WAIVER OF LIEN ISSUED UNDER GENERAL LAWS, CHAPTER 62C,
ECTION 52.
Very IrLily yours,
Robert O'Neill, Bureau Chief
if
4v.
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W.
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"Due Diligence Letter"
Doyle Sailmakers, Inc.
Doyle Sailmakers, Inc. is a manufacturer of sails, established in 1982 by Robert Doyle in
Marblehead Massachusetts where the company has leased space in the same building on
the third floor at 89 Front Street for 25 years. As the business grew an additional space
was leased at 16 Lincoln Avenue, also in Marblehead.
Doyle Sailmakers is in the business of servicing sails and producing new sails for boats
from 6' to 300'. Doyle is one of the most respected names in sailmaking in the world
with over fifty affiliated lofts in over twenty different countries. Currently Doyle has
sails on the two largest privately owned sailing yachts in the world that brings a lot of
visibility to the company.
With combined loft space of approximately 19,000 square feet between the two leased
buildings Doyle has been looking to expand for the past five years. Parking in down
town Marblehead is limited. Having manufacturing space on a third floor is not very
convenient. Having two different facilities in the same town is not cost effective.
Five years ago the search began for a larger, permanent space in Marblehead with the
following characteristics:
Approximately 30,000+ square feet of open space to allow for continued growth
in the sail manufacturing and servicing business as well as entry into a new
field of manufacturing, that being lighter than air ships. Had to be first floor.
A site that was"for sale"as opposed to"for lease".
No commercial/industrial sites that met the above requirements were found available in
Marblehead during the last five years. The company began to look to neighboring
cities/towns. The company became aware of the industrial property at 96 Swampscott
Road in Salem in the summer of 2006. After much consideration and inspection it was
deemed that the 32,000 square feet of basically open space met the company's
requirements for expansion. With the help of state agencies for funding of loans for Unit
8 as well as the build out, an offer to buy was made and papers passed in September
2006. The build out began in October and will be completed by the end of February 2007
at which time Doyle Sailmakers will take occupancy of its new space.
L Robert Doyle, President and Founder of Doyle Sailinakers, Inc., hereby certify that this
statement is true and accurate.
0-7
RN;�yle Date
Mimi Michaud
From: Kelly Hurley
Sent: Monday, February 05, 2007 11:35 AM
To: Mimi Michaud
Subject: code of conduct
CODE OF CONDUCT
1. CODE
in any organization such as ours,it is necessary to set down rules governing conduct and
procedures to ensure smooth running of the Company. Any conduct which threatens personal
health,well-being or security of employees, or which endangers plant, property or product is
outside our accepted behavior.
2. GENERALCONDUCT
All employees ar e expected to maintain a high standard of conduct and performance relating to
the operational requirements and reputation of the Company. This standard is to be
maintained at all times while engaged on Company business so as to avoid bringing the
Company into disrepute. The following indicates the Company position on a number of such
standards:
2.1 PUBLIC RELATIONS
Your future with the Company,your security and your promotion depends on the continuing
prosperity of the Company. Success however, is not achieved automatically, it must be worked
for. All employees are expected therefore to act in such a way as to maintain the reputation of
the Company.
2.2 EQUAL EMPLOYMENT OPPORTUNITIES
Doyle Sailmakers, Inc.is an Equal Opportunity Employer. This means that the company will
extend equal opportunity to all individuals without regard for race, religion, color, sex, national
origin, age, disability, handicaps or veteran status. This policy affirms Doyle Sailmakers'
commitment to the principles of fair employment and the elimination of all vestiges of
discriminatory practices that might exist. The company encourages all employees to take
advantage of opportunities for promotion as they occur.
2.3 SEXUAL HARASSMENT
Doyle Sailmakers will not, under any circumstances, condone or tolerate conduct that may
constitute sexual harassment on the part of its management, supervisors or non-management
personnel. It is our policy that all employees have the right to work in an environment free
from any type of illegal discrimination, including sexual harassment.Any employee found to
have engaged in such conduct will be subject to immediate discipline up to and including
discharge.
Any employee found to be engaged in the conduct of sexual harassment will be subject to
immediate discipline up to and including discharge.
Sexual harassment is defined as:
1. Making submission to unwelcome sexual advances or requests for sexual favors a term or
condition of employment;
2. Basing an employment decision on submission or rejection by an employee of unwelcome
sexual advances, requests for sexual favors or verbal or physical contact of a sexual nature;
3. Creating an intimidating,hostile or offensive working environment or atmosphere either by
a)verbal actions, including calling employees by terms of endearment; using vulgar or
demeaning language; or
b) physical conduct that interferes with an employee's work performance.
Doyle Sailmakers encourages healthy fraternization among its employees; however, employees,
especially management and supervisory employees, must be sensitive to acts of conduct that
may be considered offensive by fellow employees and must refrain from engaging in such
conduct.
it is also expressly prohibited for an employee to retaliate against employees who bring sexual
harassment charges or assist in investigating charges. Retaliation is a violation of this policy
and may result in discipline,up to and including termination. No employee will be
discriminated against or discharged because of bringing or assisting in the investigation of a
complaint of sexual harassment.
2.4 SAFETY& SECURITY
Safety is a joint venture at Doyle Sailmakers. Doyle Sailmakers provides a clean,hazard free,
healthy, safe environment in which to work in accordance with the Occupational Safety and
Health Act of 1970.As an employee,you are expected to take an active part in maintaining this
environment.You should observe all posted safety rules, adhere to all safety instructions
provided by your supervisor and use safety equipment where required.Your work place should
be kept neat, clean and orderly.
All safety equipment will be provided by Doyle Sailmakers, and employees will be responsible
for the reasonable upkeep of this equipment.Any problems with or defects in equipment
should be reported immediately to management.
As an employee,you have a duty to comply with the safety rules of Doyle Sailmakers, assist in
maintaining the hazard free environment,to report any accidents or injuries - including any
breaches of safety - and to report any unsafe equipment, working condition, process or
procedure, at once to a supervisor.
Employees may report safety violations or injuries anonymously to the Safety Officer,if they
are not the injured or violating party. NO EMPLOYEE WILL BE PUNISHED OR
REPRIMANDED FOR REPORTING SAFETY VIOLATIONS OR HAZARDS. However, any
deliberate or ongoing safety violation, or creation of hazard,by an employee will be dealt with
through disciplinary action by Doyle Sailmakers, up to and including termination.
Employees who are injured on the job at Doyle Sailmakers are covered by Worker's
Compensation Insurance. It is your responsibility to immediately notify your immediate
supervisor- or in the absence of your supervisor,the next available supervisor- of any injuries
you sustain while on the job at Doyle Sailmakers.
2
This supervisor will notify your personnel representative.The company encourages injured nt
employees to seek immediate medical attention.All medical expenses related to the treatme
of an injury, sustained on the job, are paid in full direct to the medical providers.After a
specified waiting period,you are also eligible for disability payments set forth by state law,
where necessary.
The Worker's Compensation plan is administered by a separate insurance company who win
be notified by your personnel representative.You will be contacted by a representative of the
administering company. Information on the current company administering this plan will be
provided to you by your personnel representative and is available on posters displayed in your
work area.Additional information on Worker's Compensation Insurance is available through
the Accounting office.
2.5 LOSSCONTROL
All incidents or accidents involving loss or damage to Company property must be reported
immediately to the supervisor concerned.
2.6 PERFORMANCE OF DUTIES
Employee's attitudes to work and performance of duties are to be of a consistently high
standard. The Company's standard procedures for all jobs must be followed to ensure integrity
of service or result, quality of performance and product and timeliness of completion. In
particular, the Company's procedures of accounting, contract administration and quality
assurance must be followed.
2.7 ABSENCE/TARDINESS
Employees who cannot attend work because of personal illness or emergency are to notify their
manager or supervisor as soon as possible on the day of absence. An other absences must have
prior approval of the manager or supervisor. A medical certificate will be required.
Tardiness will not be tolerated. If an employee is late for work with frequency he/she will be
dismissed. Productivity amongst the group is affected by each person's promptness.
2.8 PERSONALAPPEARANCE
Personal appearance is a matter of Employee's own personal taste and common sense,but the
Company does expect employees to look neat and dress appropriately for their jobs. Where
protective clothing and/or equipment is issued, it must be worn/used.
2.9 SECONDARY EMPLOYMENT AND COMMERCIAL INTERESTS
The company has no objection to Employees taking on secondary employment,being self-
employed, or involved in other commercial activities providing:
a) Prior consent &knowledge of the employee's manager has been obtained,
b) The secondary employment does not adversely affect the performance of duties,
c) The Company has first call on employee's services,
d) Company property, facilities and information are not used in activities that are
not connected with Company business interests,
d) The work takes place entirely outside employee's working hours with the
3
Company,
d) There is no possible conflict of interest or activities between the Company and
those with whom it does business,
g) Company employees and members of their families should not accept gifts and favors
from any source that could be seen as influencing a business relationship.
2.10 SMOKING
Doyle Sailmakers endeavors to provide a healthy environment,therefore prohibits any form of
tobacco consumed in company buildings.Additionally,no smoking is allowed within ten (1o)
feet of exterior entranceways. Smoking breaks are to be taken at the two set break periods or at
lunch, no other time is acceptable.
2.11 ANTI SUBSTANCE ABUSE
Doyle Sailmakers takes seriously the problem of drug and alcohol abuse, and is committed to
provide a substance abuse free work place for its employees.This policy applies to all
employees of Doyle Sailmakers,without exception, including part-time and temporary
employees.
No employee is allowed to consume, possess, sell or purchase any alcoholic beverage on any
property owned by or leased on behalf of Doyle Sailmakers, or in any vehicle owned or leased
on behalf of Doyle Sailmakers. No employee may use, possess, sell,transfer or purchase any
drug or other controlled substance on any property owned by or leased on behalf of Doyle
Sailmakers, or in any vehicle owned or leased on behalf of Doyle Sailmakers. Exceptions are
aspirin or ibuprofen based products and legal drugs that have been prescribed to that
employee,which are being used in the manner prescribed.
Doyle Sailmakers will not tolerate employees who report for duty while impaired by use of
alcoholic beverages or drugs.
All employees should report evidence of alcohol or drug abuse to a supervisor or a personnel
representative immediately. In cases where the use of alcohol or drugs pose an imminent
threat to the safety of persons or property, an employee must report the violation. Failure to do
so could result in disciplinary action for the non-reporting employee.
2.12 CONFIDENTIALITY
Any confidential information including trade secrets for example relating to business
connections and technical information or processes, clients or suppliers lists of private affairs
acquired by an employee in the course of employment following the cessation of employment
must remain confidential.
Kelly Hurley
Doyle Sailmakers
89 Front Street
Marblehead, MA 01945
Tel 781.639.1490
Fax 781.639.1497
www.doyiesails.com
4
18CATION MAP OF
DOYLE SAILMAKERS
DANVERS B EVERLY 96 SWAMPSCOTT ROAD
UNIT #8
SALEM, MA .
PEABODY
S%A
A E M
4
CITY OF SALEM
Ma"r
�bedey Ddscoll
0 750 1.503 3pW
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ft 'MARBLEHEAD Map craabed by SaIMMS a�d
Appited Geographim,Felbma�2007
FOR PIANNING MJRPOSES ONLY
DATASMRCES
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SWAMPSCOTT
sa—
aa�
DOYLE SAILMAKERS, INC.
TIF Plan
TAX INCREMENT FINANCING PLAN
I. LOCATION
A. Economic Opportunity Area (EOA): SalemEOA
B. Municipality: City of Salem
C. TIF Zone:
i. Map
Attachment A—General Location Map
Attachment B —Land Use and Zoning Map
Attachment C —Parcel Map (property fines, building footprint and all
thoroughfares, public right of ways and easements)
ii. Description (common and legal)
Common Description
The proposed TIF Zone is located at 96 Swampscott Road, Unit 8 in the Salem
Econornic Area (EOA).
Legal Description
That property situated in Salem in the County of Essex and Commonwealth
of Massachusetts described as follows:
96 Swampscott Road, Salem,Massachusetts, Unit 8, described in the UNIT
DEED dated September 19, 2006 and filed on September 22, 2006 with the
Essex South Registry District of the Land Court as Document Number
471783. The Unit is located in SALEM COMMERCE PARK
CONDOMINIUM created by Master Deed dated April 24, 2006 and filed on
April 27, 2006 with the Essex South Registry District of the Land Court as
Document Number 466707, and noted on Certificate of Title Number C-
205000, as amended by the First Amendment to the Master Deed dated June
2, 2006 and filed on June 13, 2006 with said Registry District as Document
Number 468416, and as further amended by the Second Amendment to the
Master Deed dated August 1, 2006, and filed on August 4, 2006 with said
Registry District as Document Number 470286, and by the Third
Amendment to the Master Deed dated September 12, 2006 and filed on
September 22, 2006 with said Registry District as Document Number 471780,
in accordance with the provisions of G.L. c. 183A.
The UNIT contains the AREA listed in the UNIT DEED and is laid out as
shown on the plans filed with the Master Deed and to which is affixed a
verified statement in the form provided for in G.L. c. 183A, Section 9.
in. Narrative description of TIF Zone, Needs, Problems, and Opportunities
The TIF Zone is a 31,000 square foot unit within a 170,000 square foot building
that was recently converted to commercial condominiums primarily geared
toward smaller industrial and cominercial users. Prior to the conversion, the
DOYLE SAILMAKERS, INC.
TIF Plan
building was vacant and deteriorating for over two years. It was difficult to find
such a large commercial user for the space. The City worked with different state
agencies to try to attract a company to the space without success. The
conversion represented an innovative solution to redeveloping the building. The
new condomimurn owners purchased essentially a large space with walls and
were required to invest their own funds in the build-out of their individual space.
Doyle Sailmakers, Inc. plans to invest$2,382,000 in the purchase and
development of the unit. In addition, they will be investing in new equipment
for their expansion into airships estimated at$101,000.
The conversion of the building and the investment the new condominium
owners, including Doyle Sailmakers, Inc., creates an opportunity for investment
into this industrial corridor of the City and generates more tax dollars, as well as,
increased jobs.
iv. Property Owners within the proposed zone
Robert Doyle
R &J Swampscott Road, LLC (RE Holding Company), 96 Swampscott Rd.,
Unit 8, Salem, MA
IL TIME—DURATION OF TIF PLAN AND ZONE DESIGNATION
5 years
III.TIF ZONE & ECONOMIC DEVELOPMENT
A. Discuss how TIF Zone is poised to create new economic development opportunities
The designation of this property as a TIF Zone will create a number of new
economic development opportunities. Doyle Sailmakers is investing in a building
that has been vacant and deteriorating for over two years. The conversion of the
property and interest by companies, like Doyle Sailmakers, led to the redevelopment
of this building and will most likely open up opportunities for future development
around the site. The City believes that this project will attract interest in Salem,
particularly in the Swampscott Road area, as a competitive location for business. If
approved, this TIF Plan will demonstrate that the City can and will offer economic
development tools to attract business. Success here will invite interest of firms
located outside of the City,with an emphasis on smaller commercial and industrial
businesses such as Doyle Sailmakers.
B. Discuss how TIF Zone will result in a net economic benefit to the local municipality
Approving the proposed TIF zone will result in the following net economic benefit
to the City of Salem:
2
DOYLE SAILMAKERS, INC.
TIF Plan
• Generation of$45,600 in ultimate annual tax revenue. An increase of 68%
over the current base value.
• Relocation of 31 existing permanent full-time jobs to Salem.
• Creation of at least 12 permanent full-time jobs in Salem.
• job training for entry-level employees.
• Relocation of an internationally respected company that will bring visibility
to Salem and high-end clientele to Salem hotels,restaurants, and other retail
businesses.
• Assistance in revitalizing part of a formally abandoned, deteriorating
structure.
C. Analysis of proposed and potential land uses
The project includes the purchase and build-out of approximately 31,000 square feet
of space in a 170,000 commercial condominium building. Doyle Sailmakers is
moving all of their operations to the space.
D. Zoning in TIF Zone
Business Park Development (BPD)
E. Identify any parcels, public or private, in zone which are confirmed hazardous waste
disposal sites, in accordance with Chapter 21 E, MGL
N/A
F. Analysis of how the land uses are appropriated for anticipated economic
development
The redevelopment and reuse of 96 Swampscott Road presented a challenge due to
the size of the building. It was tough to recruit a company to locate to such a large
building with limited highway access. The developer who eventually purchased the
abandoned building in early 2006 realized the need for commercial and industrial
space for companies looking for under 35,000 square feet of space. They divided the
space up based on need and created commercial condominiums. The overall project
has been very successful. Doyle Sailmakers is a perfect fit both for the land use and
as a part of continued economic development and growth in the city.
G. Discuss proximity of TIF Zone to mass transit and to major rail, highway, or other
modes of transportation for shipping and delivery
The TIF Zone is located approximately a half mile from Route 107/1-lighland
Avenue, a four-lane thoroughfare that connects Salem to Boston. Boston's Logan
3
DOYLE SAILMAKERS, INC.
TIF Plan
Airport is only 13 miles south of the site and can be reached via Route 107. The site
is approximately 4 miles from Route 1-95 and 6 miles to Route 1.
Public transportation is also available along Route 107/Highland Ave by the
Massachusetts Bay Transportation Authority (MBTA) buses. The MBTA buses
provide service daily between the Salem Commuter Rail Station and Haymarket in
downtown Boston. The site is located approximately 3.3 miles from the Salem
MBTA Commuter Rail Station,which provides service into Boston's North Station
in 30 mmutes.
H. Identify principal commercial and industrial tenants within the TIF Zone
Doyle Sailmakers Inc. will occupy the entire unit.
IV.TIF ZONE PROJECTS
A. Private Projects
1. Proposed
R&i Swampscott Road LLC purchased and is renovating approximately
31,000 square feet of space in a 170,000 square foot commercial
condominium building (former Atlantic Extrusions). Doyle Sailmakers, Inc.
will be relocating their operations from Marblehead. This move will allow
the company to consolidate two existing locations to increase efficiency,
expand into a new product line (construction of airships), and increase
manufacturing capacity to meet a growing market demand for its products.
2. Planned
Seeabove
3. Provide documentary evidence of the level of the developer's commitment to
construction proposed&required in the TIF project.
The company has purchased the unit (unit deed Attachment D) and secured
funding commitments (see Attachments E) to construct the project (project
budget Attachment F); construction plans have been completed (see
Attachments G); and a percentage of the bruld-out for the project has begun.
4. Budget for proposed project expenditures with supporting data.
See Attachment F.
5. Architectural, plans, specs, engineering reports.
See Attachment G.
4
DOYLE SAILMAKERS, INC.
TIF Plan
6. Letters of commitment from local lending institutions
See Attachment D.
7. Participation in other federal, state and local Economic development
programs and initiatives
The company received equipment and real estate financing through
MassDevelopment Industrial Development Bonds.
8. Relevant business plans
a. Time schedules for development
Properopurcbased:September 2006
Build-out:September 2006— February 2007
Partial move-in:February 19, 2007
Full occupang:March 2007
b. Returns on investment
The company is anticipating expanding and growing the business in
the new location with the construction of airships.
c. Expected Increases in job Creation
The expected job growth is 12 full-time permanent jobs in five
years.
d. Estimated tax revenues based upon increased valuation of the
parcel
The base value of the condominium is $1,275,969,which is an
apportioned value of the entire building at 96 Swampscott Road.
The base tax bill is $27,216. The total value of the property after
the renovation is projected to be $2,037,900, which is based on
95% of the purchase price plus 50% of the cost of real estate
improvements. The increment in value is $761,931.
At the end of the TIF Plan the project will generate $45,600 in
annual tax revenue. This represents an increase of 68% in tax
revenue over the current base value.
B. Public Projects
1. Proposed—N/A
2. Planned—N/A
5
DOYLE SAILMAKERS, INC.
TIF Plan
3. Budget for proposed project expenditures supporting data —N/A
V. FINANCING FOR TIF ZONE PROJECTS
A. Anticipated Financing for Private Projects
1. Sources and Amounts for Proposed Projects
The company has self-financed all the costs of acquiring and renovating the
property. See attached funding commitments (Attachment D).
2. Sources and Amounts for Planned projects
See above
B. Anticipated Financing for Public Projects
N/A
C. Detailed projection of costs of public construction
N/A
D. Will betterment be used to finance any public-private projects, now or within the
proposed life of the TIF plan?
No betterment will be used.
E. If betterment or Special Assessments are part of the TIF Plan
N/A
F. Describe how private projects will be financed
1. Evidence of private financing commitments
See Attachment D (funding commitment letters)
2. Material assumption and requirements
See Attachment D (funding commitment letters) and Attachment F (budget
for proposed project)
VI.TAX INCREMENT FINANCING
A. Authorization to use TIF
6
DOYLE SAILMAKERS, INC.
TIF Plan
The attached City Council Resolution dated March 9, 1995 authorizes the City of
Salem to use TIF in the Salem EOA (Attachment H). The City Council will vote on
the Resolution authorizing the use of the TIF Plan for Doyle Sailmakers, Inc. on
March 22, 2007 and the resolution will be forwarded when executed.
B. Amount of proposed tax increment exemptions from property taxes, and applicable
criteria
The attached spreadsheet (Attachment 1) shows that the City estimates the tax
benefit to total approximately$50,412 over five years.
C. Maximum percentage of public project costs that can be recovered through
betterment or special assessments in heu of the incremental real estate taxes
N/A
D. TIF Exemption from property taxes
1. Term of exemption: 5 years
2. Calculation
The base value of the condominium is $1,275,969, which is an apportioned
value of the entire building at 96 Swampscott Road. The base tax bill is
$27,216. The total value of the property after the renovation is projected to
be $2,037,900, which is based on 95% of the purchase price plus 50% of the
cost of real estate improvements. The increment in value is $761,931.
The exemption plan works as follows:
YEAR COMPANY PAYS
1 Only base tax bill of$27,216
2 20% of increment, plus base tax
3 40% of increment, plus base tax
4 60% of increment, plus base tax
5 80% of increment,plus base tax
6 Taxed at full value
E. Effective date of tax increment exemption
July 1, 2007 (fiscal Year 2008)
F. Betterment of special assessments
N/A
7
DOYLE SAILMAKERS, INC.
TIF Plan
VIL APPROVAL OF TAX INCREMENT FINANCING PROJECTS
A. Approval Process
The City Council was presented with the TIF Plans and corresponding resolutions
on February 22, 2007. The Council referred the matter to a Committee that is
meeting on March 19, 2007 to discuss the project. The Council is anticipated to
approve the two resolutions accepting the Certified Project Application for the
project and allowing the Mayor to enter into a TIE Agreement with the company at
their meeting on March 22, 2007. The project will then require approval by the
EACC,which is slated to meet to discuss the project on March 29, 2007.
B. Person or Board authorized to execute TIF Agreements
The Mayor executes the TIF Agreement,upon approval from the City Council.
C. Evidence of local approvals of TIF zone
Pending City Council approval on Match 22, 2007. See AttachmentJ.
D. Evidence of local approvals of TIF plan
Pending City Council approval on March 22, 2007. See Attachment K.
E. Executed TIF agreements (any and all)
Pending City Council approval on March 22, 2007. See Attachment L.
F. EACC approval of TIF plan
Pending EACC approval on March 29, 2007.
8
ATrACHMENT A
General Location Map
M.,
BEVERLY AND SALEM
ECONOMIC TARGET AREA
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ATTACHMENT B
Land Use and Zoning Map
ess TAX INCREMENT FINANCING ZONE
ZONING MAP
DOYLE SAILMAKERS
96 SWAMPSCOTT ROAD
UNIT #8
SALEM, MA
I MIS,
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ATT ACHMENT C
Parcel Map
(property lines, building footprint and all thorough fares, public right of ways
and easements)
TAX INCREMENT FINANCING ZONE
Ad i DOYLE SAILMAKERS
96 SWAMPSCOTT ROAD
UNIT #8
SALEM, MA
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ATTACHMENT D
Ui-�t Deed
0 Cu'w,L N T NC407 17 9 3
SALEM COMMERCE PARK CONDOMINIUM
UNIT DEED
GRANTOR: 96 Swampscott Road, LLC, a Massachusetts limited liability company, having an
address at 5 Corn Point Road, Marblehead, MA 0 1945
GRANTEE: R & J Swampscott Road LLC, a Massachusetts limited liability company having
its principal place of business at 43 Norman Street, Marblehead, NIA 01945
UNIT: 8
rl 01
W
PERCENTAGE INTEREST: 18.8% rq -q
AREA: 31,366 sq. ft.
Uj T 8
PARKrNG SPACES: Nos. 15-24, 43-52, 96-97, 114-�23
'�.00
L)
ET W W
UNIT POST OFFICE ADDRESS: 96 Swampscott Road, Salem, NI�D4WIU�Ct� V L
CONSIDERATION: $1,882,000.00
GRANTOR, owner of the UNIT described above in SALEM COMMERCE PARK
CONDOMINIUM created by Master Deed dated April 24, 2006, and filed on April 27, 2006
with the Essex South Registry District of the Land Court as Document Number 466707, and
noted on Certificate of Title Number C-205000, as amended by the First Amendment to the
Master Deed dated June 2, 2006 and filed on June 13, 2006 with said Registry District as
Document Number 468416, and as further amended by the Second Amendment to the Master
Deed dated August 1, 2006 and filed on August 4, 2006 with said Registry District as Document
Number 470286, and by the Third Amendment to the Master Deed dated September 12, 2006
and filed on September 2006 with said Registry District as Document Number
2 U in accordance with the provisions of G.L. c. 183A, grants the UNIT to
GRANTEE with QUITCLAIM COVENANTS for the CONSIDERATION stated above.
The UNIT contains the AREA listed above and is laid out as shown on a plan filed herewith,
which is a copy of a portion of the plans filed with the Master Deed and to which is affixed a
verified statement in the form provided for in G.L. c. 183A, Section 9.
The UNIT is conveyed together with the above-listed PERCENTAGE INTEREST (a) in the
common areas and facilities of the Condominium, as described in the Master Deed, and (b) in
SALEM COMMERCE PARK CONDOMINIUM TRUST, under Declaration of Trust dated
April 24, 2006, and filed with the Essex South Registry District of the Land Court as Document
Number 466708 and noted on Certificate of Title Number C-205000, and amended by the First
PPROVED FOR REGIM ATVM
13Y THE COUFJT,
471783 (C205 008+) Stch:205693 !
S E ex DistrIct R*'I't" 4� j��*'Y',,�'Z'A
,outhern
/22/2008
:53AM WEED Z)
Amendment to the Declaration of Trust dated September 12, 2006 and filed on September
0'4— 2006 with said Registry District as Document Number 11-1 1-7
The UNIT is to be used in accordance with the Master Deed only for commercial purposes to the
extent permitted from time to time under the Zoning Ordinance of the City of Salem (the
"Zoning Law"), including all special permits and variances granted thereunder, and for no other
purpose. No Unit shall be used for the storage of hazardous materials of any kind except in
accordance with all applicable laws and regulations.
The UNIT is conveyed together with the right and easement to the exclusive use of the
PARKING SPACES stated above and shown on the Site Plan recorded with the Master Deed, for
the purpose of parking legally registered cars and trucks in regular use by Unit Owners, their
employees, customers, visitors, guests and invitees during the existence of the Condominium.
Such parking rights may be transferred,but only among the Unit Owners or to the Condominium
Trust, by instrument duly filed in the Registry District, and shall end upon the permanent
withdrawal of the premises from condominium status. Such parking rights shall be subject to the
provisions and limitations set forth in section 5.1 of the Master Deed. Any transfcr of a parking
space to other than the Condominium Trustees or a Unit Owner, or lease of a parking space to
other than the Condominium Trustees or a Unit Owner, in each case shall be void.
The GRANTEE acquires the UNIT with the benefit of, and subject to, the provisions of G.L. c.
183A, relating to condominiums, as that statute is written as of the date hereof and as it may
hereafter be amended, the Master Deed and Condominiurn Trust referred to above and any by-
laws and rules and regulations from time to time adopted thereunder, and all matters of record
stated or referred to in the Master Deed as completely as if each were fully set forth herein; and
subject to real estate taxes attributable to the UNIT which are not yet due and payable.
EYECUTED UNDER SEAL this_1cf_t7day of September, 2006.
96 SV S 0 ROA—D LLC
BY:7
ett, Jr r
oc Jr.
J. Hi gry oc ett, Jr. r
B
y
Jose M. Thibeit� Manager
471783 (Paus 2 of 5)
Southern Essex Distriot Resistry
9/2212008 11:53 AM UDEEO
Page 2 of 3
THE COMMONWEALTH OF MASSACHUSETTS
ss.
On this -J��day of September, 2006, before me, the undersigned notary public,
personally appeared 4,Toksmb Manager as aforesaid, proved
to me through satisfactory evidence of identification, which was 0 photographic identification
with signature issuegy a federal or state governmental agency, 0 oath or affirmation of a
credible witness, [R personal knowledge of the undersigned, to be the person whose name is
signed on the preceding or attached document, and acknowledged to me that he signed it
voluntarily for its stated purpose as Manager of 96.Swampscott Road, LLC, a Massachusetts
limited liability company.
MY commission expires: M rir4, rr, u 3
IA
40
4717h83 (Page 3 5)
soutrern Estex DINtFict R,giltry
9/22/2006 11:S3
UDEEI)
Page 3 of 3
UNrr#4
UNIT#6 UNrr#5 UNrr 03
IUKIT UNIT#2
101 0. 1 --F
UNrr 07 UNIT LNrr#1
#10
id BUILDING KEY PLAN (NTS)
to
Ed
LEGEND AND NOTES
UNff#8 ED DEPICTS COMMON AREA
31.366(3SF DEPICTS UNIT BOUNDARY
PVA A.
�v DEPICTS MAIN ENTRANCE
-* NO. 3386
SQUARE FOOTAGES SHOWN ARE APPROXIMATE,
MARBLEHEAD.
ROUNDED TO THE NEAREST WHOLE.
0 MASS,
OF IA
UNIT#8, PLAN CERTIFICATION
I HEREBY CERTIFYTHATTHIS PLAN WAS PREPARED IN CONFORMITY
NTH THE RULES AND REGULATIONS OFTHE REGISTRY OF DEEDS OF
THE COMMONWEALTH OF MASSACHUSETTS.
I HEREBY CERTIFY THAT THIS PLAN SHOWSTHE UNIT DESIGNATION OF THE
UNIT BEING CONVEYED AND OF IMMEDIATE ADJOINING UNITS,AND THAT IT
FUI-LY AND ACCURATELY DEPICTS THE LAYOUT OF THE UNIT,ITS LOCATION,
DIMENSIONS,APPROXI A ,MAIN ENTRANCE AND IMMEDIATE COMMON
A TO ICH IT S A ASSUILT.
7 - 09-65-04-r-
William A.Yuhas, Re�sterecl Architect Date:
UNrF PLAN FOR UNrr #8
SALEM COMMERCE PARK CONDOMINIUM
471783 (Page 4 Of 96 SWANVSCOTT ROAD,SALFM,MA 01970
S.,thern Ell" District R*Ojzlr�
912212006 11:53 Atl UoFED
0 10 20 40
DATE: September 5,2006 Page 1 of I
(70
to
ID
a
Ca
u 0
C-j
CL.
C�j
L
Ca
C/3
U3
471783 (page 6 of 6 1
s,,thern Essex District Registry
912212M 11:53 AM UDEED
ATTACHMENT E
Funding Commitments
nUU CU CUUV 1 1%L UC-44 1 11 im 11U. Oful I (UVJU r. U1
()ffic�:Onc(1411=t Street,Dinwrs,MA 01923
\'%> Danversbank 978-777-2200 -�w.damvrsbankxom
August 19,2006
Mr.Robbie E.Doyle
Doyle Sailmakers,Inc.
89 Front Street
Marblehead,MA 01945
Dear Robbie:
We are pleased to advise you that Danversbank(the Bank)has approved the following financing
arrangement for Doyle Sailmakem Inc.and a nominee real estate entity(the Borrower)subject to the
following term and conditions:
Revolving Une of Cred
Borrower. Doyle Sailmakers,Inc.
Amount: $450,000
Purpose: To support working capital needs.
Term; Demand
Repayment: Monthly payments of interest only.
Expiration Date; Unless renewed by the Bank,the line will automatically expire on June 30,2007.
Rate, Bank,s Base Lending Rate plus 1.001/6 floating,
Advances: The Line will be advanced on a formula of 805/6 of eligible A/R under 90 days.
Advances will only be made if, in the opinion of the Bank, there has been no
material change in circumstances and if there exist no default under any loan
documentation executed by the borrower.
Collateral: All Assets of borrower. All loans in the relationship will be cross-collateralized,
cross-guaranteed and cross-defaulted.
Guarantors:
07(
A ..P.�. . ........ ...........
,Velo ment nd
Borrower. Doyle Sailmakers,Inc.
Amount: $101,000.
Purpose: Finance the acquisition of equipment.
Term: Five years
Rate: Fixed at time of closing at 5.75%. In the event that this transaction should not
continue to carry the lax-exemPt status Originally apProved, the interest rate
charged on the bond will revert to at t=able rate equal to the Federal Home
Loan Bank 5120 amortizing advance rate plus 3.00%
Repayment: monthly payments of principal and interesL
Prepayment Penalty: This loan may be prepaid in whole or in part at any time, subject to the
prepayment penalty set fort here-in Payments will be applied in inverse order of
maturity. The foll ng "re a,;�ent mnafty will Mly only if the annual
RdnewalLreductions exceed the regular scheduled p—nncipal paWents by 100%
years I —3%of the loan balance;years 2—21/6 of the loan balance;year 3 — 10/6
of the loan balance; years 4 — 1% of the loan balance; and year 5 - 1% of the
balance.
Collateral: A valid first security interest on the equipment to be purchased as well as a lien
on all assets of borrower. All loans in the relationship will be cross-
collateralized,cross-guaranteed and cross-defaulted.
Guarantor. All stockholders of Doyle Sailmakers,Inc.
Real Estate Financing via MassDeveloyment Industrial Develop nent Bond
Borrower. Nominee Real Estate Entity
Amount: $1,375,400
purpose: Finance the acquisition of the commercial condominium located at 96
Swampscott Road, Salem, MA and provide funds to rehab the facility according
to specifications.
Term: Term of the construction period will be the earlier of 6 months from closing or
completion of construction. Bond term will not exceed 20 1/2 years from the date
of closing. Principal payments will begin immediately following construction
period and will be amortized over 20 years.
Rate: Fixed at time of closing to 5.75%for the first five years followed by three
subsequent five-year adjustments to the then Federal Home Loan Bank 5120
2
amortizing advance rate plus 5 basis points. In the event that this transaction
should not continue to carry the tax-exempt status originally approved, the
interest rate charged on the bond will revert to at taxable rate equal to the
Federal Home Loan Bank 5120 amortL-ing advance rate plus 3.00%.
Repayment: Monthly payments,during the construction term,of interest only for the first 6
months; followed by monthly payments of principal and interest for the Bond
term.
Advances: At time of closing, the full, face amount of the Bond will be issued and placed in
an investment account with the Bank. The Bank, as trustee, will advance funds
for construction based on an approved budget to be submitted by the Borrower,
as well as terms outlined in the Construction Loan Agreement to be delivered at a
later date. Plans and Specs to be reviewed by bank approved construction
consultants as well as monitor construction process and approve all requisitions
for funding.
Prepayment: This loan may be prepaid in whole or in part at any time, subject to the
prepayment penalty set fort herein. Payments will be applied in inverse order of
maturity. The following prepayment penalty will atinly only if the annual
principal reductions exceed the regular scheduled principal payments by 100%;
years I —3% of the loan balance;years 2—2% of the loan balance; year 3 — 1%
of the loan balance; years 4 — 1% of the loan balance; and year 5 - 1% of the
balance,recurring at each subsequent rate adjustment period.
Underwriting: This bond issue shall conform to the Bank's underwriting criteria at the time of
closing, including the satisfactory review of 21E and real estate appraisals.
Appraisal: At the Borrower's expense,an appraisal of the collateral to be pledged as security
will be performed before closing to determine the market value of the property.
The Bank will lend up to 65%of the appraised value.
Collateral: Valid first mortgage as well as an assignment of leases and rents on the
commercial condominium located at 96 Swampscott Road, Salem, MA. A more
complete description on the secured property will be obtained prior to closing.
Guarantors: Doyle Sailmakers, Inc., Robbie E. Doyle as well as any principal of the new real
estate entity to be formed.
Surveys: At the Borrower's expense, 21 E Hazardous Waste Site Assessment Report will
be submitted before closing satisfactory to the Bank and Bank's counsel,
indicating that the site is free from hazardous waste.
Zoning and
Other Matters: The Bank shall be provided with proper evidence acceptable to Bank's counsel
that the buildings on the Mortgaged Premises comply in all material respects with
all applicable building, sewerage, zoning, environmental protection, sanitary and
safety laws, rules and regulations.
3
Title and
Documents: The Borrower shall execute all such documents, agreements or other instruments
as the Bank or Bank's counsel shall request in conjunction with this transaction
each in form and substance satisfactory to Bank and Bank's counsel. The Bank
is to be furnished with a title insurance policy on mortgage properties in the
amount of the Bond containing no exceptions (other than those approved by the
Bank and counsel to the Bank) in a company or companies acceptable to the
Bank and Bank's counsel.
Insurance: Borrower shall provide Bank with liability,ha7ard and contents insurance in an
aggregate sum equal to the lesser of the outstanding loan balances from time to
time or the maximum insurable value thereof,naming Bank as loss payee and
mortgagee as the case may be.
Flood Insurance: The Borrower authorizes the Bank to research whether or not the Mortgage
Premises is located in the HUD-FHA designated flood area.If the determination
has been made that the Mortgaged Premises is located in the HUD-FHA
designated flood area,the Mortgaged Premises must be insured by a flood
insurance policy in the amount of the Loan,or the maximum coverage limit,
whichever is less. Borrower agrees to pay flood certification fees of$12.
Legal Fees: The borrower will be responsible for all legal fees associated with this
arrangement.
Bond Fees: The Borrower will be responsible for all fees due MassDevelopment for the Bond
transaction.
Trustee Fee: The Bank,as Trustee in this transaction,will require an annual fee of One
Thousand Five Hundred Dollars($1,500)annually.
Late Charge: The Borrower shall pay a late charge equal to five (5.00%) percent of any
payment with a minimum late charge of $35. for any payment not received
within ten (10)days of the due date thereof.
Title 5
Septic Inspection: If Swampscott Road is not serviced by municipal sewer, the Borrower shall
provide the Bank with a current septic system certification from a qualified
inspector. Said certification shall deem the septic system to be fully operational
and in compliance with revisions effective March 31, 1995 to Title 5 of the State
Environmental Code, as amended. The cost of this inspection and certification
shall be the responsibility of the Borrower whether or not the Loan closes.
Tax Escrow and Fee: At Bank's option,the Borrower shall deposit with Bank monthly such amounts
as may be necessary to pay the real estate taxes assessed or estimated with
respect to Swampscott Rd on a current basis. The Borrower agrees to pay a tax
service escrow fee of$175 at closing whether or not the Lender actually collects
4
such an escrow since the service provides the Bank with periodic reports relative
to property tax status.
Opinion of Counsel: There shall be furnished to Bank an opinion of counsel to the Borrower dealing
with such matters as the Bank or Bank's counsel may request relating to the
Borrower,the loan documents,and the various terms and conditions provided
herein. Such opinion shall be in form and substance satisfactory to Bank and
Bank!s counsel.
Conditions Precedent: Unless otherwise indicated,the conditions provided for herein are conditions
precedent to the Bank's obligation to enter into the Loan transactions and
disburse any funds thereunder. In order to facilitate the Bank's review of the
material necessary to evidence the compliance with such conditions,the
Borrower agrees to deliver any and all material required hereunder to Bank or
Bank's counsel at least ten(10)days before the closing.
Costs: Whether or not the transaction herein contemplated is completed for any reason
whatsoever,the Borrower will pay all costs which may be incurred by Bank in
connection with the within transaction, including without limitation,all costs of
filing fees and fees of Bank's counsel, so that Lender shall bear no expenses
whatsoever in connection with this commitment and the Loans contemplated
hereby. In the event that Bank is made or becomes a party to any litigation
arising out of this commitment,Borrower agrees to pay Bank's court costs and
attorneys'fees in connection with such litigation through and including the cost
of any appeals; provided, however, in the event such litigation is between the
Borrower and the Bank,the Borrower shall have no obligation to pay said costs
incurred by the Lender if there is a final judicial determination in favor of the
Borrower. In any such litigation,Bank shall have the right to select its own
counsel. The obligations of the Borrower under this paragraph shall survive the
expiration,cancellation or termination of this commitment, and the closing of the
Loans.
Scope of
Commitment: This commitment sets forth the entire agreement of the parties with respect to the
subject matter hereunder,and supersedes all prior written(including. but not
limited to,any loan application executed in connection with the Loans)or oral
understandings with respect hereto;provided, however,that all representations,
warranties and certifications in any manner made by Borrower to the Bank with
respect to the subject matter hereunder shall survive the execution of this
commitment. No modification or waiver of any provision of this commitment
shall be effective unless the same shall be in writing and signed by the parties
hereto.
5
This proposal is further subject to the following:
1.Reporting: The Borrowers shall be required to provide annual financial statements prepared
on an a review level basis by an independent certified public accountant
acceptable to the Bank within ninety(90)days after the close of each fiscal year.
Personal financial statements and tax returns on the Guarantor shall be submitted
annually.
2.Covenants: While the credit arrangements remain in effect,the Borrower will be required to
maintain the following:
a. Borrower to maintain its primary deposit relationship with the Bank.
b. All debt due officers shall be subordinated to the Bank.
c. Debt service coverage ratio shall not be less than 1.25x as measured at FYE.
d. The Bank shall receive a collateral assignment of life insurance on Robbie E.
Doyle in the amount of$500,000.
Robbie,we are pleased to provide this financing arrangement and I personally look
forward to working with you,Janet and all the staff at Doyle Sailmakers.
You ery rtru
r _tru
Frank omano
Senior Vice President
Agreed to and accepted this day of '2006.
Doyle Sailm kers,I
oyle Sa
i in
akers I
a
Title:
By:
Rob e E Doyle /J
0
0 le 112u
R I ie E. Doyle,Individually
6
M ASSACHUSETTS BUSINESS D EVELOPMENT CORPORATION
500 Edgewater Drive,Suite 555, Wakefield, MA 01880
(781) 928-1100 0 Fax(781) 928-1101
uww.mass-busmess.com
September 15, 2006
Mr. Robert E. Doyle
President
Doyle Sailmakers,Inc.
89 Front Street
Marblehead,MA 01945
Re: $600,000 Term Loan
Dear Robbie:
We are pleased to advise you that the Executive Committee of Massachusetts Business Develop-
ment Corporation(the "BDC")has approved a term loan for R&J Swampscott Road LLC subject to
the following terms and conditions:
Borrower: R&J Swampscott Road LLC(the"Borrower").
Loan Amount: $600,000.
Purpose: Assist with the acquisition of an industrial condominium located at 96
Swampscott Road, Salem,MA(the"Property`�-
Interest Rate: Fixed annually at the Wall Street Journal prime rate at the time of closing
plus 2.0%.
Commitment Fee: 1%of the loan amount($6,000).
Maturity Date: Twenty years from the date of closing.
Repayment: Interest only for six months,followed by two hundred and thirty-four
principal and interest payments of$5,936.24 per month. Monthly payments
shall be automatically debited from the Borrower's bank account Please
note that the monthly payment will change(i) if the prime rate changes
before closing, and(ii)on each anniversary date of the note if the prime rate
has changed since the preceding anniversary date.
--T
Mr. Robert E. Doyle
September 15,2006
Page 2
Prepayment Penalty: 5%in year one;41/e in year two; 3%in year fluee; 2%in year four; 1%in
year five. Additional principal payments totaling$100,000 in any calendar
year shall not be subject to the prepayment penalty.
Collateral: I) Second mortgage on the Property,subject to a first mortgage in the
amount of U,3:;6,099 to be held by Danversbank(the"BarW).
*1AILMM 42P
2) Secondary assignment of Meases and rents on the Property.
3) Second mortgage on the personal residence of Robert and Janet Doyle
located at 43 Norman Sbvet,Marblehead,MA,subject to a first
mortgage held by Chase Manhattan in the approximate amount of
$248,000.
4) Second hen on all business assets of Doyle Sailmakers,Inc.,subject to
the proposed$450,000 line of credit and$101,000 term loan from the
Bank.
5) Assignment of insurance on the life of Robert E. Doyle in the amount
of$500,000.
Guarantors: Robert E. Doyle and Doyle Sailmakers,Inc. (the"Corporate Guarantoe,)
shall be required to guarantee the loan on a joint, several and unlimited
basis. Janet Doyle shall be required to guarantee the loan to the extent of
her ownership interest in the 43 Norman Street,Marblehead,MA
residence.
Insurance: The Borrower� Corporate Guarantor and Robert E. Doyle shall maintain in
effect at their own expense until said loan is paid in full any and all hazard
insurance required by the BDC with the BDC named as loss payee and/or
mortgagee,as applicable.
Reporting: The Borrower shall be required to provide a copy of its Federal tax return
annually. A review-level financial statement prepared by an independent
certified public accountant shall be required within ninety days of the
Corporate Guarantor's fiscal year end. An internally generated interim
financial statement of the Corporate Guarantor shall be due within thirty
days of the end of each quarter. Robert and Janet Doyle shall be required
to submit an updated personal financial statement on an annual basis.
Legal Fees: The Borrower shall be required to pay all legal fees incurred by the BDC in
connection with the closing of the loan regardless of whether or not the
loan closes.
W Robert E. Doyle
September 15,2006
Page 3
Right to Cancel: The BDC reserves the right to cancel and terminate this Commitment in
the event there has been an adverse change in the Corporate Guarantor's
business or financial condition from that reflected in the most recent
financial statements submitted to the BDC in connection with the loan
request.
Other Conditions: The loan shall be subject to the following other conditions:
1) Receipt of a recent appraisal of the Property.
2) Receipt of a recent site assessment of the Property showing no
evidence of contamination.
3) Satisfactory Intercreditor Agreement with the Bank.
Robbie,please note that the purpose of this commitment letter is to Outline the general terms and
conditions of the loan but not to include every single term contained in the documentation for loans
of this type. A draft of the legal documents will be available for your review prior to closing.
Please also note that the$6,000 good faith deposit held by the BDC will be returned when the loan
closes,net of any expenses incurred. In the event you decline this commiunent,we reserve the right
to keep all or a portion of the deposit to offset due diligence costs.
If the terms and conditions of this commitment are acceptable to you,please sign and date this letter
below and return it to me at your earliest convenience. Unless sooner terminated as hereinafter ,
provided,this commitment shall remain in effect until October 15,2006. In the event that the loan
has not closed by that date,all obligations of the BDC to Borrower shall cease. To be accepted in a
timely manner, this commitment must be executed and returned to the BDC by September 18,2006.
Failure to return this commitment by September 18,2006 shall, at the option of the BDC,result in
this commitment being terminated.
Robbie,it has been a pleasure working with you on this transaction. We look forward to a mutually
beneficial relationship between our two companies.
Sincerely,
Massachusetts Business Development Corporation
By: rAJWT-::. C-,;OaAfi,�.J
Carol F. Cipriani, Serfibr Vice President
By:
K(,6unetfi J. Smith,President
Mr.'Robert E. Doyle
September 15,2006
Page 4
Agreed to and accepted this A' day of September,2006.
R&J Swampscott Road LLC
By: -9—
Tobert E. Doyle,Manager
Guarantors:
Doyle Sailmakers, Inc.
By:—
Robert E. Doyle,President
Robirt E. Doyle, Individually
MODIFICATION OF COMMERCIAL REAL ESTATE MORTGAGE
AND CONDITIONAL ASSIGNMENT OF LEASES AND RENTS
This Modification of Mortgage (the "Amendment") is entered into as of this_ day of
, 2007, by and between R&J SWAMPSCOTT ROAD LLC, a Massachusetts
limited liability company (the "Mortgagor"), having a mailing address of 43 Norman Street,
Marblehead, Massachusetts, and MASSACHUSETTS BUSINESS DEVELOPMENT
CORPORATION, a Massachusetts corporation duly organized by law and having a mailing
address of 500 Edgewater Drive, Suite 555, Wakefield, Massachusetts(the "Mortgagee").
WHEREAS, on or about September 22, 2006,the Mortgagor executed and delivered to the
Mo rtgagee, a Commercial Real Estate Mortgage and Conditional Assignment of Leases and
Rents each dated September 22, 2006, and filed with the Land Registration Office of the Essex
South District Registry of Deeds on September 22, 2006 as Document No. 471786 and 471787,
respectively(individually and collectively, the "Mortgage"), encumbering certain property
owned by the Mortgagor and known as Unit 8 in the Salem Commerce Park Condominium, 96
Swampscott Road, Salem, Massachusetts (the "Premises"), all as more specifically described in
the Mortgage;
WHEREAS, at the request of the Mortgagor, the Mortgagee has modified the terms of the
$600,000.00 Commercial Promissory Note secured by the Mortgage(the "Loan") pursuant to
that certain Amended and Restated Commercial Promissory Note dated as of September 22,
2006 (the "Restated Note"); and
WHEREAS, the Mortgagor and Mortgagee desire to modify the Mortgage to refer to the
Restated Note under which the maximum principal amount of the Loan was increased from
$600,000.00 to the sum of$800,000.00 and to confirm that the modifications contained in the
Restated Note are secured by the Mortgage.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Mortgagor and Mortgagee hereby agree as follows:
The Mortgagor agrees that the Mortgage shall secure the Mortgagor's prompt, punctual and
faithful payment and performance of(i) the Restated Note, whereby the Loan was increased
from$600,000.00 to $800,000.00 and any extensions, renewals, substitutions, modifications or
replacements thereof, (ii) any and all liabilities of the Mortgagor to the Mortgagee under the
Mortgage and this Modification, and (iii) any and all of the liabilities, debts and obligations, now
existing or hereafter arising, or at any time owing by the Mortgagor to the Mortgagee, of each
and every kind, nature and description, including, without limitation, all costs of collection,
attorneys'reasonable fees, and all court and litigation costs and expenses. Any default under the
terms of the Restated Note shall be a defitult hereunder.
Except as specifically modified herein, all terms and conditions of the Mortgage, specifically
including the Statutory Condition for breach of which the Mortgagee may have the Statutory
Power of Sale, shall remain in fiill force and effect as originally constituted and are hereby
ratified and confirmed.
IN WITNESS WHEREOF, the Mortgagor and Mortgagee have executed this Amendment
under seal as of the date first above written.
Signed in the presence of- R& J SWAMPSCOTT ROAD LLC
By
ROBERT E. DOYLE, Manager
By JANET DOYLE, Manager
2
MASSACHUSETTS BUSINESS
DEVELOPMENT CORPORATION
By CAROL F. CIPRIANI, Senior Vice President
COMMONWEALTH OF MASSACHUSETTS
Middlesex, ss.
On this day of 2007,before me,the undersigned notary public,personally
n, which
appeared Robert E. Doyle, proved to e through satisfactory evidence of identificatio
was a driver's license, to be the person whose name is signed on the preceding or attached
document, and acknowledged to me that he signed it voluntarily for its stated purpose as
Manager of R&J Swampscott Road LLC.
Notary Public
My Commission Expires:
3
AMENDMENT AND RESTATEMENT OF
COMMERCIAL PROMISSORY NOTE
This Amendment and Restatement of Commercial Promissory Note ("Amendment and
Restatement"), entered into this—day of , 2007, by and between R& J
SWAMPSCOTT ROAD LLC, a Massachusetts limited liability company (herekafter the
"Borrower"), DOYLE SAILMAKERS, INC., a Massachusetts corporation, ROBERT E.
DOYLE, individually, JANET DOYLE, individually(individually and collectively, the
"Guarantors"), all having a mailing address of 43 Norman Street, Marblehead, Massachusetts, and
MASSACHUSETTS BUSINESS DEVELOPMENT CORPORATION, a Massachusetts
corporation duly organized by law and having a mailing address of 500 Edgewater Drive, Suite
555, Wakefield, Massachusetts (hereinafter the "Lender").
RECITALS
WHEREAS, on or about September 22, 2006, the Lender and Borrower entered into a loan
arrangement providing, among other things, that the Lender would lend the Borrower the sum of
$600,000.00 (the "Mortgage Loan") to provide funds to assist in the acquisition of the premises
located at Unit 8 in the Salem Commerce Park Condominium, 96 Swampscott Road, Salem
Massachusetts (the "Premises"), evidenced by a Commercial Promissory Note in the original
principal surn of$600,000.00 (the "Note"); and
WHEREAS, the Borrower's obligations under the Note are secured by: (a) a Commercial Real
Estate Mortgage (the "Mortgage") granted to the Lender on the Premises; (b) a Conditional
Assignment of Leases and Rents (the "Collateral Assignment") granted to the Lender with respect
to all rents and leases pertaining to or derived from the Premises; (c) a Loan Agreement (the
Page I of 10
"Loan Agreement");(d)the unlimited guarantees and limited guaranty(individually and
collectively, the "Guaranty") by the Guarantors of all obligations under the Note, the Mortgage,
the Loan Agreement and the Collateral Assignment, which docurrients, together with the
Guaranty and all other documents securing, collateral to, or executed in connection with the
Mortgage Loan are hereinafter collectively referred to as the "Original Loan Documents";and
WHEREAS, the Borrower has requested the Lender to increase credit availability under the
Mortgage Loan by $200,000.00 to the sum of$800,000.00, and the Lender is willing to accede to
such request upon certain conditions; and
WHEREAS, the parties desire to amend and restate the terms of the Note pursuant to the
provisions of this Amendment and Restatement, and to acknowledge and continue the validity of
the Original Loan Documents, as amended or modified by this Amendment and Restatement
(collectively the "Loan Documents").
NOW, THEREFORE, in consideration of$1.00 in hand paid each to the other, and other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:
THAT THE ORIGINAL LOAN DOCUMENTS ARE HEREBY AMENDED AND
MODIFIED TO THE EXTENT NECESSARY TO REFLECT THAT THE CREDIT
AVAILABILITY UNDER MORTGAGE LOAN IS INCREASED FROM THE PRESENT SUM
OF $600,000.00 TO THE SUM OF $800.000.00. UPON EXECUTION, THIS AMENDMENT
AND RESTATEMENT SHALL BE A REPLACEMENT AND SUBSTITUTION OF THE
NOTE, AND THE TERMS OF THE NOTE SHALL BE SUPERSEDED BY THIS
AMENDMENT AND RESTATEMENT. THE PARTIES ACKNOWLEDGE THAT
Page 2 of 10
$200,000.00 OF NEW PRINCIPAL DEBT OVER THAT PRESENTLY EXISTING IS
EVIDENCED AND CREATED HEREBY. THE PARTIES ACKNOWLEDGE THAT THE
DEBT EVIDENCED BY THE NOTE, UPON THE EXECUTION OF THIS AMENDMENT
AND RESTATEMENT, SHALL BE MERGED INTO AND BE EVIDENCED HEREBY;
THAT THE TOTAL SUM OF SUCH INDEBTEDNESS SHALL BE AS SET FORTH IN THIS
AMENDMENT AND RESTATEMENT, AND THAT THE NOTE SHALL HAVE NO
FURTHER INDEPENDENT EFFECT EXCEPT AS SET FORTH HEREIN. THE ORIGINAL
LOAN DOCUMENTS SUPPORTING THE NOTE SHALL BE DEEMED MODIFIED TO
THE EXTENT NECESSARY TO REFLECT THAT THE MORTGAGE LOAN HAS BEEN
INCREASED FROM THE PRESENT UNPAID PRINCIPAL SUM OF $600,000.00 TO
$800,000.00. EXECUTION OF T141S AMENDMENT AND RESTATEMENT BY THE
BORROWER SOLELY ON THE FINAL SIGNATURE LINE SHALL BE THE ONLY
EXECUTION REQUIRED TO CREATE A BINDING EXECUTION BY THE BORROWER.
THE PARTIES AGREE AND ACKNOWLEDGE THAT THE TERMS OF THE
AMENDMENT AND RESTATEMENT EVIDENCING $200,000.00 OF NEW DEBT OVER
T14AT PRESENTLY EXISTING, TOGETHER WITH THE DEBT PREVIOUSLY
EVIDENCED BY THE NOTE, SHALL BE AS FOLLOWS:
Page 3 of 10
MASSACHUSETTS BUSINESS DEVELOPMENT CORPORATION
AMENDED AND RESTATED
COMMERCIAL PROMISSORY NOTE
Wakefield, Massachusetts
$800,000.00
As of September 22, 2006
FOR VALUE RECEIVED, the undersigned, R&J SWAMPSCOTT ROAD LLC, a
Massachusetts limited liability company (hereinafter the "Borrower"),jointly and severally if more
than one, promise(s) to pay to MASSACHUSETTS BUSINESS DEVELOPMENT
CORPORATION, a Massachusetts corporation duly organized by law and having a mailing
address of 500 Edgewater Drive, Suite 555, Wakefield, Massachusetts 01880(hereinafter called
the "Lender"), or order, the sum of EIGHT HUNDRED THOUSAND AND 00/100
($800,000.00) DOLLARS, with interest thereon in arrears at the initial per annum rate of 10.25%
(the "Initial Fixed Rate"), based on a three hundred sixty (360) day year and actual days elapsed,
due and payable as follows:
(i) Interest on the unpaid principal balance shall be payable monthly commencing on
the I st day of November, 2006, and on the same day of each month thereafter until
April 1, 2007 (the "Adjustment Date");
(ii) Thirty(30) days following the Adjustment Date and on the same day of each
month thereafter, until October 1, 2007 (the "Initial Change Date"), the Borrower
shall make consecutive monthly payments of principal and interest each in the
amount of$7,914.99, said surns representing payments of principal and interest on
a direct-reduction mortgage-style basis based upon an amortization schedule of
two hundred thirty-four(234) months;
(iii) On the Initial Change Date, and on each annual anniversary thereafter(each such
annual anniversary, including the Initial Change Date, being referred to as a
"Change Date"), the interest rate shall be recast and fixed for the ensuing twelve
(12) months at an annual percentage rate equal to the aggregate of the national
Prime Rate of interest published in the Wall Street Journal under the heading
"Money Rates" (the "Index") in effect at each Change Date, plus two (2.00%)
percent (the "Margin").
(iv) Thirty (30) days following each Change Date and on the same day of each month
thereafter, the Borrower shall make consecutive monthly payments of principal and
interest on a dircct-reduction mortgage-style basis, which payments shall be
computed by the Lender as of each Change Date, based upon (a) a continuation of
Page 4 of 10
the original amortization schedule;(b) a fixed per annum interest rate equal to the
Index in effect at each Change Date, plus the Margin; and (c) the then outstanding
principal balance due under this Note; and
(v) A final payment equal to the full unpaid principal balance and all unpaid interest
shall be due and payable two hundred forty(240)months from the date of this
Note.
If at any time while this Note remains outstanding,the Index is no longer available, the
Lender may select a new index which is based upon comparable information.
SECTION 1. PAYMENT TERMS AND COVENANTS.
1.1 PAYMENTS. PREPAYMENTS. All payments hereunder shall be made by the
Borrower to the Lender in United States currency at the Lender's address specified above(or at
such other address as the Lender may specify), in immediately available funds, on or before 2:00
p.m. (Boston, Massachusetts time) on the due date thereof Payments received by the Lender
prior to the occurrence of an Event of Default will be applied first to fees, expenses and other
amounts due hereunder(excluding principal and interest); seco to accrued interest;and third to
outstanding principal; after the occurrence of an Event of Defitult payments will be applied to the
Obligations under this Note as the Lender determines in its sole discretion. The Borrower may
pay all or a portion of the amount owed earlier than it is due, provided that the Lender shall be
entitled to a prepayment premium based on the following schedule:
(i) 5.00% of the sum(s) prepaid during the first (lst) Loan Year;
(ii) 4.00% of the sum(s) prepaid during the second (2nd) Loan Year;
(Hi) 3.00% of the sum(s) prepaid during the third(3rd) Loan Year;
(iv) 2.00% of the sum(s) prepaid during the fourth(4th) Loan Year; and
(v) 1.00% of the sum(s) prepaid during the fifth(5th) Loan Year.
Notwithstanding the foregoing, the Borrower shall be permitted to prepay without penalty up to
$100,000.00 of principal during any Loan Year.
Prepayments shall be applied to installments of principal in the inverse order of the date on which
they become due. Amounts prepaid may not be reborrowed. The above-referenced prepayment
premium shall be effective also upon the Lender's acceleration o1all sums due hereunder after the
occurrence of an Event of Default.
1.2 DEFAULT RATE. To the extent permitted by applicable law, upon and after the
occurrence of an Event of Default (whether or not the Lender has accelerated payment of this
Page 5 of 10
Note), interest on principal and overdue interest shall, at the option of the Lender, be payable on
demand at a rate per annum.(the "Default Rate")equal to five(5.00%) percent per annurn above
the rate of interest otherwise payable hereunder.
1.3 LATE PAYMENT. Without limitation of the foregoing Section 1.2, if a payment
of principal or interest hereunder is not made within ten(10) days of its due date, the Borrower
will pay on demand a late payment charge equal to five(5.00%) percent of the amount of such
payment. Nothing in the preceding sentence shall affect the Lender's right to accelerate the
maturity of this Note in the event of any defitult in the payment of this Note.
SECTION 2. DEFAULTS AND REMEDIES.
2.1 DEFAULT. The occurrence of any of the following events or conditions shall
constitute an "Event of Defitult"hereunder:
(a) (i) defitult by the Borrower in the payment within ten(10) days of the date when
due of the principal of or interest or other sum due on this Note or due under any mortgage
securing this Note or due under any other Obligation;or(ii) any other default by the
Borrower in the performance of this Note or of any other Obligation, which defitult remains
uncured after the expiration of any applicable grace or cure period, or if no grace or cure
period is specifically enumerated, which default remains uncured for thirty(30) days after
notice to Borrower or if incapable of being cured within thirty (30)days, Mure by the
Borrower within such thirty(30)day period to commence and diligently pursue same and
to finally effect such cure within ninety(90) days of the giving of such notice by the Lender;
(b) failure of any representation or warranty of any Obligor hereunder or under any
agreement or instrument constituting or relating to any collateral for the Obligations or of
any representation or warranty, statement or information in any documents or financial
statements delivered to the Lender in connection herewith to be true and correct;
(c) default or breach of any condition by the Borrower under any mortgage, security
agreement, assignment of lease, or other agreement securing or otherwise relating to any
collateral for the Obligations;
(d) failure by the Borrower to fitmish the Lender promptly on request with financial
information about, or to permit inspection by the Lender of any books, records and
properties o� the Borrower upon reasonable notice by the Lender to the Borrower;
(e) death, dissolution, termination of existence, insolvency, appointment of a
receiver or other custodian of any part of the property ol� assignment for the benefit of
creditors by, or the commencement of any proceedings under any bankruptcy or insolvency
laws by or against (and if against, remaining undismissed and unstayed for forty-five (45)
days after commencement), or any change in control o� any Obligor.
Page 6 of 10
2.2 REMEDIES. Upon the occurrence of an Event of Default, or at any time thereafter,
at the option of the Lender, all Obligations of the Borrower shall become immediately due and
payable without notice or demand and, if the Obligations are secured,the Lender shall then have
in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies
provided by agreement or at law or in equity, the rights and remedies of a secured party under the
Uniform Commercial Code of Massachusetts. AD rights and remedies of the Lender are
cumulative and in addition to any rights or remedies provided by law or any other agreement, and
may be exercised separately or concurrently.
SECTION 3. DEFINITIONS.
For purposes of this Note, the following definitions shall apply:
"Loan Year" shall mean a period commencing on September 22, 2006(or an annual
anniversary thereof) and ending on the day before the next succeeding annual anniversary thereof.
By way of example, the Secbnd Loan Year will commence on September 22, 2007 and end on
September 21, 2008;
"Obligation" means any obligation hereunder or otherwise of any Obligor to the Lender or
to any of its subsidiaries or affiliates, whether direct or indirect, absolute or contingent, due or to
become due, now existing or hereafter arising; and
"Obligor" means the Borrower, any guarantor or any other person primarily or secondarily
liable hereunder or in respect hereot including any person or entity who has pledged or granted to
the Lender a security interest or other lien in property on behalf of the Borrower to constitute
collateral for the Obligations.
SECTION 4. MISCELLANEOUS.
4.1 WAIVER: AMENDMENT. No delay or ornission on the part of the Lender in
exercising any right hereunder shall operate as a waiver of such right or of any other right under
this Note. No waiver of any right or amendment hereto shall be effective unless in writing and
signed by the Lender nor shall a waiver on one occasion be construed as a bar to or waiver of any
such right on any future occasion. Without limiting the generality of the foregoing, the
acceptance by the Lender of any late payment shall not be deemed to be a waiver of the Event of
Default arising as a consequence thereof. Each Obligor waives presentment, demand, notice,
protest, and all other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note or of any collateral for the Obligations, and
assents to any extensions or postponements of the time of payment or any and all other
indulgences under this Note or with respect to any such collateral, to any and all substitutions,
exchanges or releases of any such collateral, or to any and all additions or releases of any other
parties or persons primarily or secondarily liable hereunder, which from time to time may be
granted by the Lender in connection herewith regardless of the number or period of any
extensions.
Page 7 of 10
4.2 SECURITY, SET-OFF. The Borrower grants to the Lender, as security for the full
and punctual payment and performance of the Obligations, a continuing Hen on and security
interest in all securities or other property belonging to the Borrower now or hereafter held by the
Lender and in all deposits (general or special, time or demand, provisional or final) and other
sums credited by or due from the Lender to the Borrower or subject to withdrawal by the
Borrower; and regardless of the adequacy of any collateral or other means of obtaining repayment
of the Obligations,the Lender is hereby authorized at any time and from time to time, without
notice to the Borrower (any such notice being expressly waived by the Borrower) and to the
fullest extent permitted by law, to set off and apply such deposits and other sums against the
Obligations of the Borrower upon the occurrence of an Event of Default.
4.3 TAXES. The Borrower agrees to indemnify the Lender from and hold it harmless
from and against any transfer taxes, documentary taxes, assessments or charges made by any
governmental.authority by reason of the execution, delivery, and performance of this Note and
any collateral for the Obligations.
4.4 EXPENSES. The Borrower will pay on demand all reasonable e�penses of the Lender
in connection with the preparation, administratioN default, collection or enforcement of this Note
or any collateral for the Obligations, or any waiver or amendment of any provision of any of the
foregoing, including, without limitation, attorneys' fees of outside legal counsel or the allocation
costs of in-house legal counseL and including without limitation any fees or expenses associated
with any travel or other costs relating to any appraisals, examinations, administration of the
Obligations or any collateral therefor, and the amount of all such expenses shall, until paid,bear
interest at the rate applicable to principal hereunder(including any Default Rate) and be an
Obligation secured by any such collateral.
4.5 BANK RECORDS. The entries on the records of the Lender(including any appearing
on this Note) shall be prima facie evidence of the aggregate principal amount outstanding under
this Note and interest accrued thereon.
4.6 FINANCIAL INFORMATION. The Borrower shall furnish the Lender from time to
time with such financial statements and other information relating to any Obligor or any collateral
securing this Note as the Lender may require. Without limiting the generality of the foregoing if
this Note is secured by a mortgage, such information shall include a rent roll with respect to the
property mortgaged, certified by the Borrower to be complete and accurate, copies of all leases of
such property and such financial and other information concerning lessees as the Lender shall
require. Financial information about the Borrower finnished to the Lender shall be true and
correct and fairly represent the financial condition of the Borrower as of the date(s) finnished and
the operating results of the Borrower for the periods for which the same are famished. The
Borrower shall permit representatives of the Lender to inspect its properties and its books and
records, and to make copies or abstracts thereof upon reasonable notice.
Page 8 of 10
4.7 GOVERNING LAW, CONSENT TO JURISDICTION. This Note is intended to take
effect as a sealed instrument and shall be governed by, and construed in accordance with, the laws
of The Commonwealth of Massachusetts, without regard to its conflicts of laws rules. The
Borrower agrees that any suit for the enforcement of this Note may be brought in the courts of
The Commonwealth of Massachusetts or any Federal Court sitting in such Commonwealth and
consents to the non-exclusive jurisdiction of each such court and to service of process in any such
suit being made upon the Borrower by mail at the address specified below. The Borrower hereby
waives any objection that it may now or hereafter have to the venue of any such suit or any such
court or that such suit was brought in an inconvenient court.
4.8 SEVERABILITY: PARAGRAPH HEADINGS. If any provision of this Note shall be
invalid, illegal or unenforceable, such provisions shall be severable from the remainder of this
Note and the validity, legality and enforceability of the remaking provisions shall not in any way
be affected or impaired thereby. Paragraph headings are for the convenience of reference only
and are not a part of this Note and shall not affect its interpretatiorL
Signed in the presence of- R&J SWAMPSCOTT ROAD LLC
B
ROBERT E. DOYLE, Manager
By
JANET DOYLE, Manager
Address: 43 Norman Street
Marblehead, 0 1945
MASSACHUSETTS BUSINESS
DEVELOPMENT CORPORATION
By
CAROL F. CIPRIANI, Senior Vice President
Page 9 of 10
The undersigned hereby consent to the terms and provisions of the within Amended and
Restated Conunercial Promissory Note and hereby jointly and severally reaffirm the validity of
their written Unlimited Guarantys and Limited Guaranty, each being dated September 22, 2006,
and acknowledge the undersigneds continuing liability thereunder as it relates to the within
Amended and Restated Commercial Promissory Note as of the 22nd day of September, 2006.
Signed in the presence of DOYLE SAILMAKERS, INC.
By
ROBERT E. DOYLE, President and Treasurer
ROBERT E. DOYLE, Individually
JANET DOYLE, Individually
Page 10 of 10
ATTACHM�NT F
Project Budget
CONTINUATI )N SHEET AIA DOCUMENT G703 PAGE 2 OF 2 PAGES
AIA Document G702,APPLICA I 1UN AND UERTIFICATTON FOR PAYMENT,containing APPLICATION NO:
Contractor's signed certification is attached. APPLICATION bATE: 02.01.07
In tabulations below,amounts are stated to the nearest dollar.
Use Column I on Contracts where variable retain PERIOD TO: 02.01.07
age for line items may.apply. ARmrmc-Ims PROJECTNO:
A B
ITEM E F G
DESCRIPTION OF WO15r—--fC—REDULED W u KUK C(Q) LETED
NO. VALUE FROM PREVIO--U—S MATERIALS, -TOTAL - . % --g—ALANCE RETAINACE
IS PERIOD PRESENTLY COMPLETED (G�Q REMAINING
-INVOICES STORED AND STOffD ON BUDGET
(D+E) NOT IN fo DAtff
GENERAL REQUIREMENTS $22��00.00 $11,851.69 $4,162.10 ri OR E5 (D-+E+-F-)
$16,013.79 710/6 $6,586.21
INSURANCE@ 1.25% $6,305.02 $3,157.77 $886.46 S4,044.23 64% $2,26.0.79
DEMOLITION $.16,700.00 $8,140.66 $7�7.66 54% $7,763.00
SITE WORK $14,450.00 $13,850.00 .
$13,850.00 96% $600.00
CONCRETE $17,406.00 $4,466.30 $14,435.00 $1 1 1 8.901.30-1 1 1 09% (SI,1 501.30) C 6n CAA HP,
$166i.66 il)M/o ($870.00) V00y ypoly
CONCRETE FLOOR EPDXY $10.7 15.66
MASONRY -f4'IIN:q0- SIA90.00 ii'60.06 3 Mo $2,550.00
STRUCTURAL STEEEL/MISCMETA� $6,195.00 $6,195.00 75% $2,105.00
CARPENTRY MATERIALS $15,450.00 $64 Si W6.87 4% $14,80113
--ifc 1- -11-- 1-1--..........
'�6�7
CARPENTRY LABOR W $4620.00 $3,395.00 $8,015.00 49% $8,385.00
ROOFING $5,000.00 $1,449.00
$1,449.00 29% S3,5)1,00
wrNDOWS 6,�7 0.L0 3,520.00
DOORS& _L _ _ - ---------- L. $3,520.00 58% $2,550.00
HARDWARE $5,830.00 $7,794.99 $7,794.99 134% (S1,94.96) —d00Y5h10Ad0X
---.-$7,326.90 $7,326.90 % ($1,686.90) --Skru&&)fr ckoo,,!
STOREFROINT666is
OVEKH�AD-DO-ORS $1,715.00. $1,715.00
---- ---- $1,715.00 100-�. So.60
METAL.STUD,/.D.R,YWALL. $26,195�00' $21,030.00 $5,435.00 $26,465.00 101% (S270.00)
CEILING ------- $0.00 $6,890.00 0 A-j VM
--i13,579.98 $13,579.98 90% $1,545.02
PR(�6UCTI(5�FLC)OR�FN�TALL,,,...---.--,---.--.-- $15'125.�00
PAFNTIN-G $6,250.00 $0.00 S-6.25 1 0.00
BATH ACCESSORIES $50,0.00 $0.00 1.$5 00.00-
PLUMBING -.--$23,050.00 $18,600.00 $[M�. O ------ $18,786.20 82% $4,263.80
FIRE PROTECTION $19,809.00 $17,820.00 $17,820.00 $1,-980-.00
HVAC $45,000.00 $45,000.00 100% MOO
ELECTRIC ...... $110,000.00. $36,666.66 $37,654.46 -i�-7 S72,345.54
FIRE DETECTION $9,500.00
$0.00 S9,500.0
LIGHTING $18,500�00 $7,102.00 $7,102.00 38% $11 3 98.00
-----------
GC OVERHEAD&PROFIT @ 15% $65,791:50 $32,950.59 $9,250.03 2 00
S42,200.62
64% $23,590.88
PRAND TOTALS $510,70.6;S211-1-1 $255,779.00 $71,803.34 $0.00 $327,582.34 64% $183,124.18 $0.00
'sets may obtain validation of this document by re4uesting of the license a cornoleted ALA Document D401
APPLICATION AND CERTIFICATION FOR PAYMENT AL4 DOCUMENT G702 PAGE ONE OF PAGES
TO OWNER: Robert E.Doyle PROJECT: Doyle Sailmakers APPLICATION'N( 3 Distribution to:
89 Front Street 96 Swampscott Road,Unit No.8 =OWNER
Marblehead,MA 01945 Salem,MA 01970
=ARCHITECT
PERIOD TO: 02.01.07 =CONTRACTOR
FROM CONTRACTOR: viA A RCIIITECT:
Groom Construction Co,,Inc.
324 Essex Street PROJECT NOS:
Swampscott,MA 0 1907
CONTRACT FOR: CONTRACT DATE:
CONTRACTOR'S APPLICATION FOR PAYMENT The Undersigned Coati.actor certifies that to the best of the Contractor's knowledge,
Application is made for payment,as shown below,in connection with the Contract information and belief the Work covered by this Application for Payment has been
Continuation Sheet,AIA Document G703,is attached. completed in accordance with the Contract Documents,that all amdunts have been paid by
the Contractor for Work for which previous Certificates for Payment were issued and
payments received from the Owner,and that curnint payment shown herein is now due.
1. ORIGINAL CONTRACT SUM $ 510,106.32
2. Net change by Change Orders $_ - CONTRi
3. CONTRACT SUM TO DATE(Line 1 2) $ 510,706.52 :,,,,*n Con.6ttmetion Inc.
4. TOTAL COMPLETED&STORED TO $ 327,572.34
DATE (Column G on G703)
5. RETAINAGE:
By:
a. %of Completed Work S State of County Of'.
(Colurnn D+E on G703) Subscribed and sworam before me this day of
b. %of Balance of Contract Notary Public: .I
(Column F on G703) My Commission expires:
Total Retainage(Lines Sa+5b or
Total in Column I of G703) $ .0.00 ARCHITECT'S CERTIFICATE FOR PAYMENT
i+ TOTAL EARNED LESS RETAINAGE $ 327,572.34 In accordance with die Contract Doctionents,based on on-site observations and the data
(Line 4 Less Line 5 Total) comprising the application,the Architect certifies to the Owner that to the best of the
LESS PREVIOUS CERTIFICATES FOR Architeces knowledge,information and belief the Work has progressed as indicated,
PAYMENT(Line 6 from prior Certificate) S $25577900 the quality of the Work is in accordance with the Contrabt Documents,and the Contractor
CURRENT PAYMENT DUE $ is entided to payment of the AMOUNT CERTIFIED.
BALANCE TO FINISH.INCLUDING RETAINAGE $ 1831134.18
(Line 3 less Line 6) AMOUNT CERTIFIED...........$
CHANGE ORDER SUMMARY —ODITIONS DEDUCTIONS (Attach oplanation Y'ammuit certfed diffearsfrom the amount applied.Initial allfigures on this
Tom]changes approved Application and onthe Continuation Shut that are changed to conform with the amount certified)
in previous months by Owner ARCHITECT:
-Total approved this Month By: Date:
TOTALS $0.00 $0.00 This Certificate is noftiegotiable. The AMOUNT CERTIFIED is payable only to the
Contractor named herean.Issuance,payment and acceptance at payment are without
NET CHANGES by Change Order $0.00 prejudice to my riots of the Owner or Contractor under this Contract.
A DOCUMENT G702 APPLICATION AND CERTIFICATION FOR PAMENT-IM EDITION AIA-01M TIIE AMERICAN INSTRUTE OF ARCHITECTS.1735 NM YO�AVE.,N.W..WASHINGTON,DC 20006-5292
lsers may obtain validation of this document by requesting a completed AIA Document D401 -Certification of Document's Authenticity from the Licensee.
Page I of I
Janet Doyle
From: Peter Beaudoin [pbeaudoin@groomco-coml
Sent: Wednesday, February 14, 2007 2:47 PM
To: Robbie Doyle
Cc: Janet Doyle
Subject: Extra Work Items
Robbie:
The following are some of the most recent extra work items:
1) Sanding of manufacturer name off production floor. Estimated extra cost of$2,000.
2) New Office carpet and cove base including demo of existing. Extra cost of$8,200.
3) Supply/install port patch panels and terminate-all voice and data cables in IT room. Extra cost of$3,500.
4) Upgrade to 100% solid epoxy and grinding/patching concrete floor. Extra cost of$1,800.
5) 100%white epoxy coat sail wash area and behind office area. Extra cost of$3,400.
6) Plumbing. New utility sink and fix existing or new fixtures if required in bathrooms.
If you have any questions or concerns, please feel free to call.
Peter Beaudoin, Project Manager
Groom Construction
617-548-0829
3/9/2007
ATTACHMENT G
Construcfion Plans
ATTACHMENT H
City Council Resolution dated March 19, 1995 authorizing the City of Salem to
use TIF in Salem EOA
RESOLUTION
AUTHORIZING THE USE OF TAX INCREMENT FINANCING IN THE
SALEM ECONOMIC OPPORTUNITY AREA
WHEREAS,.the City of Salem is part of the area designated the Beverly & Salem Regional
Economic Target Area and the Salem Economic Opportunity Area;
W'HEREAS, there is strong support for economic development and the use of Tax Increment
Financing as an economic development tool to create jobs and encourage business
expansion and relocation to the City of Salem;
NOW THEREFORE BE IT RESOLVED by the City Council of the City of Salem that:
(1) Tax Increment Financing may be used as a tool to encourage economic
development within the Salem Economic Opportunity Area.
(2) The Mayor is hereby authorized to execute and implement Tax Increment
Financing agreements.
Z:215/
Adopted this 5�1 day of 19 by the Salem
Citv Council at a regular City Council meeting with a quorum present.
7�-
Neil J. Harrington, Mayor Date
ATTEST:
' i5e-borah E. Burkinshaw, City Clerk
SEAL
ATTACHMENT I
TIF Plan Spreadsheet
ATTACHMENTJ
City Council Resolution 1 — Authorizing Certified Project Application
RESOLUTION I
AUTHORIZING CERTIFIED PROJECT APPLICATION OF DOYLE
SAILMAKERS, INC.
WHEREAS, Doyle Sailmakers, Inc. has applied for designation as a Certified Project
under the Massachusetts Economic Development Incentive Program created by
Chapter 23A of Massachusetts General Laws;
WHEREAS, there is strong support for economic development and the use of Tax
Increment Financing as an economic development tool to create jobs and
encourage business expansion and relocation to the City of Salem;
WHEREAS, Doyle Sailmakers, Inc. meets the minimum standards of the Economic
Development Incentive Program and the local economic development goals and
criteria established as part of the documents creating the Beverly & Salem
Regional Economic Target Area and the Salem Economic Opportunity Area;
WHEREAS, the proposed certified project is located at 96 Swampscott Road, Unit 8.
The legal description of this property is as follows and is within the boundaries
of the Salem Economic Opportunity Area:
That property situated in Salem in the County of Essex and Commonwealth of
Massachusetts, described as follows:
96 Swampscott Road, Salem, Massachusetts, Unit 8, described in the UNIT
DEED dated September 19, 2006 and filed on September 22, 2006 with the
Essex South Registry District of the Land Court as Document Number 471783.
The Unit is located in SALEM COMMERCE PARK CONDOMINIUM
created by Master Deed dated April 24, 2006 and filed on April 27, 2006 with
the Essex South Registry District of the Land Court as Document Number
466707, and noted on Certificate of Tide Number C-205000, as amended by the
First Amendment to the Master Deed dated June 2, 2006 and filed on June 13,
2006 with said Registry District as Document Number 468416, and as further
amended by the Second Amendment to the Master Deed dated August 1, 2006,
and filed on August 4, 2006 with said Registry District as Document Number
470286, and by the Third Amendment to the Master Deed dated September 12,
2006 and filed on September 22, 2006 with said Registry District as Document
Number 471780, in accordance with the provisions of G.L. c. 183A.
The UNIT contains the AREA listed in the UNIT DEED and is laid out as
shown on the plans filed with the Master Deed and to which is affixed a verified
statement in the form provided for in G.L. c. 183A, Section 9.
WHEREAS, the City of Salem has agreed to offer Doyle Sailmakers, Inc. a Tax
Increment Financing Agreement;
Pending 00 Counti/Approval
WHEREAS, Doyle Sailmakers, Inc. will invest approximately $2,382,000 to construct a
new manufacturing space and will retain 31 jobs and create 12 new permanent,
full-time jobs for residents of the Beverly & Salem Regional Economic Target
Area and the City in 5 years.
NOW THEREFORE BE IT RESOLVED that the Salem City Council approves the
Certified Project application of Doyle Sailmakers, Inc. and forwards said application for
certification to the Massachusetts Economic Assistance Coordinating Council for
approval and endorsement.
Adopted this — day of March, 2007 by the Salem City Council at a regular City Council
meeting with a quorum present.
Date:
Kimberly Driscoll, Mayor
ATTEST:
Cheryl LaPointe, City Clerk
SEAL
Pendin
,g G�i CoundlApproval
ATTACHMENT K
City Council Resolution 2 —Authorizing a Tax Increment Financing
Agreement
RESOLUTION 2
AUTHORIZING A TAX INCREMENT FINANCING AGREEMENT FOR DOYLE
SAILMAKERS
WHEREAS, the City of Salem is part of the area designated the Beverly & Salem Regional
Economic Target Area and the Salem Economic Opportunity Area;
WHEREAS, the Mayor of the City of Salem has prepared a Tax Increment Financing
Agreement in accordance of Chapter 40 and 751 CMR 11.00;
WHEREAS, there is strong support for economic development and the use of Tax Increment
Financing as an economic development tool to create jobs and encourage business
expansion and relocation to the City of Salem;
WHEREAS, there is strong support for using Tax Increment Financing to encourage the
relocation of Doyle Sailmakers, Inc. to the City of Salem and renovation of 96
Swampscott Road, Unit#8, the property owned by R&J Swampscott Road LLC and
leased to Doyle Sailmakers, Inc.;
WHEREAS, this property is located in the Salem Economic Opportunity Area;
NOW THEREFORE BE IT RESOLVED by the Salem City Council that:
(1) The Tax Increment Financing Agreement be adopted as it has been substantially
submitted to the City Council. A copy of said Tax Increment Financing Agreement
is attached as Exhibit A, and made a part of this Resolution.
(2) The area to be designated as a Tax Increment Financing Zone is:
That property situated in Salem in the County of Essex and Commonwealth of
Massachusetts described as follows:
96 Swampscott Road, Salem, Massachusetts, Unit 8, described in the UNIT DEED
dated September 19, 2006 and filed on September 22, 2006 with the Essex South
Registry District of the Land Court as Document Number 471783. The Unit is
located in SALEM COMMERCE PARK CONDOMINIUM created by Master
Deed dated April 24, 2006 and filed on April 27, 2006 with the Essex South
Registry District of the Land Court as Document Number 466707, and noted on
Certificate of Title Number C-205000, as amended by the First Amendment to the
Master Deed dated June 2, 2006 and filed on June 13, 2006 with said Registry
District as Document Number 468416, and as further amended by the Second
Amendment to the Master Deed dated August 1, 2006, and filed on August 4, 2006
with said Registry District as Document Number 470286, and by the Third
Amendment to the Master Deed dated September 12, 2006 and filed on September
22, 2006 with said Registry District as Document Number 471780, in accordance
with the provisions of G.L. c. 183A.
Pending Ci�y CouncilAppioval
The UNIT contains the AREA listed in the UNIT DEED and is laid out as shown
on the plans filed with the Master Deed and to which is affixed a verified statement
in the form provided for in G.L. c. 183A, Section 9.
(3) A map of the Tax Increment Financing Zone is hereby attached as Exhibit B and
made a part of this Ordinance.
(4) The Tax Increment Financing Agreement shall be binding on all subsequent owners
of the property in the Tax Increment Financing Zone. The City of Salem reserves
the right to review and renegotiate the Tax Increment Financing Agreement if the
business activity ceases to be fully operational during the life of the Tax Increment
Financing Agreement, as specified in the Tax Increment Financing Agreement.
(5) A copy of the adopted Tax Increment Financing Agreement shall be forwarded to
the Massachusetts Economic Assistance coordinating Council for its approval.
(6) The effective date of the Tax Increment Financing Agreement shall be July 1, 2007
or the date which the Tax Increment Financing Agreement is approved by the
Massachusetts Economic Assistance Coordinating Council,whichever is later.
(7) The Mayor is hereby authorized to execute and implement the Tax Increment
Financing Agreement.
Adopted this day of—day of March, 2007 by the Salem City Council at a regular City Council
meeting with a quorum present.
D�te:
Kimberly Driscoll, Mayor
ATTEST:
Cheryl LaPointe, City Clerk
SEAL
EXHIBIT A: Tax Increment Financing Agreement
EXHIBIT B: Map of Tax Increment Financing Zone
LPendin� GO Coune-dApproval
EXHIBIT A
TAX INCREMENT FINANCING AGREEMENT
CITY OF SALEM,MASSACHUSETTS
and
DOYLE SAILMAKERS, INC.
This agreement is made this_day of March, 2007,by and between the CITY OF
SALEM, a municipal corporation duly organized under the laws of the Commonwealth of
Massachusetts, having a principal place of business at City Hall, 93 Washington Street, Salem,
Massachusetts, 01970, acting through the Mayor, ICmberley Driscoll, (hereinafter called "the
CIT'Y"), and DOYLE SAILMAKERS, a Massachusetts corporation, with a principal place of
business at 89 Front Street, Marblehead,MA 01945 (hereinafter called"the COMPANY"). This
Agreement will take effect as of July 1, 2007 (Fiscal Year 2008).
WHEREAS, the COMPANY wishes to locate a manufacturing business at 96 Swampscott Road in
Salem; and
WHEREAS, the CITY is willing to grant tax concessions in return for guarantee of the
renovation of this distressed property and the creation of employment
opportunities for local workers; and
WHEREAS, the Salem City Council resolved on March—, 2007, to allow the use of Tax
Increment Financing as a tool to encourage economic development widiin the Salem
Economic Opportunity Area; and
WHEREAS, the Salem City Council resolved on March—, 2007 to endorse the Tax
Increment Financing Plan negotiated by the CITY and the COMPANY.
NOW,THEREFORE, in consideration of the mutual promises contained herein, the parties do
mutually agree as follows:
A. THE COMPANY'S OBLIGATIONS
1. The COMPANY shall renovate Unit 8 at 96 Swampscott Road in Salem. "The
FACILITY" as used herein means 96 Swampscott Road, Unit #8 containing 31,366
square feet to be renovated; that is improvements to the unimproved unit as of the date
of this agreement.
2. During the life of this agreement, if the COMPANY decides to sell the FACILITY or
the business or to otherwise transfer control of the FACILIl Y or business and/or
operations thereof, the COMPANY shall give the CITY at least three months notice of
said sale or transfer. Said notice shall be given by certified mail, return receipt requested,
to the Mayor, City Hall, 93 Washington Street, Salem, Massachusetts, 01970.
3. THE CITY'S OBLIGATIONS
1. The CITY shall grant a tax increment financing exemption to the COMPANY in
accordance with Massachusetts General Laws, Chapter A, Section 3E, Chapter 40,
Penelin,g Cqy Coumil.Approyal
Section 59, and Chapter 59, Section 5. Said exemption shah be granted on the
improvements to the FACILITY. Said exemption shah be valid for a period of five (5)
years, beginning with fiscal year 2008 Ouly 1, 2007) and ending with fiscal year 2012.
During each year of this agreement, the COMPANY will pay taxes based on the
apportioned value of the current value for 96 Swampscott Road, on the unimproved
unit owned by the COMPANY, as of the date of this agreement (the base tax bill) and
on that portion of the value of the FACILITY which is not exempt under the
agreement.
2. The exemption schedule on the value of the FACILITY works as follows: for the first
year, the COMPANY will pay only the base tax bill and will be granted an exemption of
100% of the full value of the FACILITY. The full value of improvements to the
FACILITY is hereinafter called "the INCREMENT". In year two, the COMPANY will
pay taxes on 20% of the full value of the INCREMENT, plus the base tax bill. In year
three, the COMPANY wiU pay taxes on 40% of the full value of the INCREMENT,
plus the base tax bill. In year four, the COMPANY will pay taxes on 60% of the
INCREMENT, plus the base tax bill. In year five, the COMPANY will pay taxes on
80% of the INCREMENT, plus the base tax bill. In year six, the COMPANY will pay
taxes on the full value of the FACILITY.
C. OTHER CONSIDERATIONS
1. This Tax Increment Financing Agreement shall be binding on all subsequent owners
of the property. The City of Salem reserves the right to review and renegotiate the Tax
Increment Financing Agreement if the business activity ceases to be fully operational
during the life of the Tax Increment Financing Agreement.
2. If the COMPANY decides to expand the facility at any time during the life of the Tax
Increment Financing Agreement, the CITY and the COMPANY may renegotiate the
Tax Increment Financing Agreement to exempt all or part of the value of the
expansion from property taxes. The exact amount of that exemption will be determined
at the time of expansion.
Executed as a sealed instrument on the day and year first above written.
CITY OF SALEM DOYLE SAILMAKERS, INC.
Kimberley Driscoll, Mayor Robert Doyle
Pending GO CountilAppvPal
TAX INCREMENT FINANCING ZONE
DOYLE SAILMAKERS
96 SWAMPSCOTT ROAD
UNIT #8
SALEM, MA
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CITY OF SALEM
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ATTACHMENT L
Tax Increment Financing Agreement
TAX INCREMENT FINANCING AGREEMENT
CITY OF SALEM, MASSACHUSETTS
and
DOYLE SAILMAKERS, INC.
This agreement is made this _day of March, 2007, by and between the CITY OF
SALEM, a municipal corporation duily organized under the laws of the Commonwealth of
Massachusetts, having a principal place of business at City Hall, 93 Washington Street, Salem,
Massachusetts, 01970, acting through the Mayor, Kimberley Driscoll, (hereinafter called "the
CITY"), and DOYLE SAILMAKERS, a Massachusetts corporation, with a principal place of
business at 89 Front Street, Marblehead, MA 01945 (hereinafter called "the COMPANY"). This
Agreement will take effect as of July 1, 2007 (Fiscal Year 2008).
WHEREAS, the COMPANY wishes to locate a manufacturing business at 96 Swampscott Road in
Salem; and
WHEREAS, the CITY is willing to grant tax concessions in return for guarantee of the
renovation of this distressed property and the creation of employment
opportunities for local workers; and
WHEREAS, the Salem City Council resolved on March 2007, to allow the use of Tax
Increment Financing as a tool to encourage economic development within the Salem
Economic Opportunity Area; and
WHEREAS, the Salem City Council resolved on Match 2007 to endorse the Tax
Increment Financing Plan negotiated by the CITY and the COMPANY.
NOW,THEREFORE, in consideration of the mutual promises contained herein, the parties do
mutually agree as follows:
A. THE COMPANY'S OBLIGATIONS
1. The COMPANY shall renovate Unit 8 at 96 Swampscott Road in Salem. "The
FACILITY" as used herein means 96 Swampscott Road, Unit #8 containing 31,366
square feet to be renovated; that is improvements to the unimproved unit as of the date
of this agreement.
2. During the life of this agreement,if the COMPANY decides to sell the FACILITY or
the business or to otherwise transfer control of the FACILITY or business and/or
operations thereof, the COMPANY shall give the CITY at least three months notice of
said sale or transfer. Said notice shall be given by certified mail, return receipt requested,
to the Mayor, City Hall, 93 Washington Street, Salem, Massachusetts, 01970.
3. THE CITY'S OBLIGATIONS
I. The CITY shall grant a tax increment financing exemption to the COMPANY in
accordance with Massachusetts General Laws, Chapter A, Section 3E, Chapter 40,
Section 59, and Chapter 59, Section 5. Said exemption shall be granted on the
improvements to the FACILITY. Said exemption shall be valid for a period of five (5)
Pendin
,g 00 CouncilApproval
years,beginning with fiscal year 2008 Uuly 1, 2007) and ending with fiscal year 2012.
During each year of this agreement, the COMPANY will pay taxes based on the
apportioned value of the current value for 96 Swampscott Road, on the unimproved
unit owned by the COMPANY, as of the date of this agreement (the base tax bill) and
on that portion of the value of the FACILITY which is not exempt under the
agreement.
2. The exemption schedule on the value of the FACILITY works as follows: for the first
year, the COMPANY will pay only the base tax bill and will be granted an exemption of
100% of the full value of the FACILITY. The full value of improvements to the
FACILITY is hereinafter called "the INCREMENT". In year two, the COMPANY will
pay taxes on 20% of the full value of the INCREMENT, plus the base tax bin. In year
three, the COMPANY will pay taxes on 40% of the full value of the INCREMENT,
plus the base tax bill. In year four, the COMPANY will pay taxes on 60% of the
INCREMENT, plus the base tax bill. In year five, the COMPANY will pay taxes on
80% of the INCREMENT, plus the base tax bill. In year six, the COMPANY will pay
taxes on the full value of the FACILITY.
C. OTHER CONSIDERATIONS
1. This Tax Increment Financing Agreement shall be binding on all subsequent owners
of the property. The City of Salem reserves the right to review and renegotiate the Tax
Increment Financing Agreement if the business activity ceases to be fully operational
during the life of the Tax Increment Financing Agreement.
2. If the COMPANY decides to expand the facility at any time during the life of the Tax
Increment Financing Agreement, the CITY and the COMPANY may renegotiate the
Tax Increment Financing Agreement to exempt all or part of the value of the
expansion from property taxes. The exact amount of that exemption will be determined
at the time of expansion.
Executed as a sealed instrument on the day and year first above written.
CITY OF SALEM DOYLE SAILMAKERS, INC.
Kimberley Driscoll, Mayor Robert Doyle
Pendin,u GO CouncilApproval
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