SPECIAL TAX ASSESSMENT (STA) AGREEMENT

BY AND AMONG THE TOWN OF ADAMS, 161 RIVER MILL, LLC AND
B&B MICRO MANUFACTURING, INC.

This AGREEMENT is made this __ day of April, 2019 by and among the Town of Adams, a municipal
corporation duly organized under the laws of the Commonwealth of Massachusetts, having a principal
place of business at Town Hall, 8 Park Street, Adams, MA 01220, acting through its Board of Selectmen
(hereinafter referred to as the "Town"), 161 River Mill, LLC, a Massachusetts Corporation (hereinafter
called “River Mill”), with offices at 161 River Road, Clarksburg, Massachusetts 01247 and B&B Micro
Manufacturing, Inc., a Massachusetts corporation, with offices at 121 Union Street, N1, North Adams,
Massachusetts 01247 ((hereinafter called “B&B Mfg., Inc.”), collectively the “Parties”).

PRELIMINARY STATEMENT
WHEREAS, B&B Micro Manufacturing, Inc. intends to lease, renovate, and upgrade the facilities at
the 201 Howland Avenue, Adams, Massachusetts (the “Site;” the assessors map and legal description for
the Site are set forth in Exhibit A). On the Site, B&B Mfg., Inc. intends to effect building upgrades and
renovations with an estimated capital investment of approximately One Hundred Fifty Thousand Dollars
($150,000) by December 31, 2019 (the “Project”); and

WHEREAS, the Project is to be completed in order for B&B Mfg., Inc. to retain and expand its
operations in northern Berkshire County and to accommodate a long-term lease between B&B Mfg.,
Inc. and River Mill, which is, in substantial part, a net lease that requires B&B Mfg., Inc. to pay costs
including, but not limited to its share of taxes on the Site; and

WHEREAS, the Site is located within the boundaries of the Northern Berkshire Economic Target Area
(hereafter “ETA”) as that term is used in Massachusetts General Laws, Chapter 23A, §3D, and
designated in the Town by the Economic Assistance Coordinating Council (hereafter “EACC”) pursuant
to M.G.L. c.23A, §3B; and

WHEREAS, the Site is located within the boundaries of the 201 Howland Avenue Economic
Opportunity Area (hereafter “EOA”) as that term is used in Massachusetts General Laws, Chapter 23A,
§3E, said area being designated as such by the EACC, pursuant to 402 CMR 2.08; and

WHEREAS, B&B Micro Mfg., Inc. is expected to provide economic benefits to the Town through the
retention of 20 full-time permanent jobs in northern Berkshire County and the creation of sixteen (16)
new full-time permanent jobs, including investment in equipment, technology, and training; and

WHEREAS, River Mill and B&B Micro Manufacturing, Inc. are seeking a Special Tax Assessment
Agreement from the Town in accordance with the Massachusetts Economic Development Incentive
Program (“EDIP”) and Massachusetts General Laws, Chapter 23A, §3E and Chapter 40, §59; and
regulations issued pursuant thereto; and

WHEREAS, the Town is willing to enter into a Special Tax Assessment Agreement in order to support
increased economic development, to retain existing employment, to provide additional jobs within and
for residents of the ETA, to expand commercial activity in the Town, and to develop a healthy economy
and stronger tax base; and
WHEREAS, the Project will further the economic development goals and the criteria established for the
ETA and the EOA; and

WHEREAS, the current assessed valuation of the Site for the fiscal year ending June 30, 2019 is
$808,800, resulting in $20,543.52 in annual property taxes for the Town.

NOW THEREFORE, in consideration of the mutual promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties do
mutually agree as follows:

1. The Town as authorized by the Board of Selectmen at its meeting on April 24, 2019, hereby
enters into this Special Tax Assessment Exemption Agreement with River Mill, LLC and B&B
Mfg., Inc. with respect to the Site and the Project.

2. Upon approval of the Adams Board of Selectmen of an Order Authorizing Application for EOA
Designation and Authorizing Execution and Delivery of a Special Tax Assessment Agreement,
161 River Mill, LLC and B&B Micro Manufacturing, Inc. will assist and cooperate with the
Town in the supplying all information, data, forms, proposals, and/or certifications executed by
authorized individuals, as required pursuant to the regulations at 402 CMR 2.00 and as necessary
for the Town’s application to the EACC, for the designation of 201 Howland Avenue as an EOA
for the period of twenty (20) years.

3. This STA Agreement by and among the Parties (hereafter the “Agreement”) will take effect only
upon EACC’s approval. The Town shall submit a complete EOA application and all documents
necessary for EACC consideration and approval of the Agreement and other relevant actions at
the anticipated June 25, 2019 EACC meeting.

4. The Special Tax Assessment Exemption for the Site will be calculated as described by
Massachusetts General Laws and regulated by the Department of Revenue and shall apply to the
assessed real property value of the Site for the fiscal year ending on June 30, 2019 (the “Base
Year”) and its assessed valuation for each of the seven (7) fiscal years between July 1, 2019 and
June 30, 2026. The Base Valuation for the fiscal year ending June 30, 2019 is $880,000 (the
“Base Valuation”).

5. The Town hereby grants a Special Tax Assessment Exemption (the “Exemption”) to 161 River
Mill, LLC (or its nominee) and B&B Micro Manufacturing, Inc. in accordance with M.G.L. c.
23A, §3E and c. 40, §59; and M.G.L. c. 59, §5. The Exemption shall be for a period of seven (7)
years (the “Exemption Period”) commencing with fiscal year 2020 (which begins July 1, 2019)
and ending with fiscal year 2026 (which ends June 30, 2026) and shall provide for an exemption
according to the following schedule, subject to the terms and conditions of this Agreement:
 FY2020 - 100% exemption of all real estate taxes
 FY2021 - 100% exemption of all real estate taxes
 FY2022 - 75% exemption of all real estate taxes
 FY2023 - 75% exemption of all real estate taxes
 FY2024 - 50% exemption of all real estate taxes
 FY2025 - 25% exemption of all real estate taxes
 FY2026 - 25% exemption of all real estate taxes

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6. Upon receipt of the aforementioned approval by the EACC, the Town grants the Exemption in
consideration of the commitment and performance of the following by 161 River Mill, LLC and
B&B Micro Manufacturing, Inc.:
a. Compliance with the requirements of MGL, c. 23A, as amended and its attendant regulations
at 402 CMR 2.00;

b. Acknowledge that River Mill is responsible for payment of all property taxes on the Site.
River Mill, LLC and B&B Micro Manufacturing, Inc. further acknowledges, subject to the
terms and conditions of a lease and other agreements between River Mill and B&B Mfg.,
Inc., B&B is responsible under its lease to reimburse River Mill for its share of real estate
taxes on the Site during the lease period. Consequently, River Mill and B&B Mfg., Inc. will
benefit from the Special Tax Assessment Exemption defined in this Agreement;

c. Investment of no less than $150,000 (including any amounts invested by River Mill, LLC on
B&B Mfg., Inc.’s behalf) in improvements at the Site on or before December 31, 2019, subject
to reasonable extension as may be necessary due to events beyond the control of River Mill or
B&B Mfg., Inc. such as natural disaster, materials shortage, or labor stoppages, including all
costs, expensed or capitalized, incurred related to the Site, including but not limited to,
renovation and building leasehold improvements (including, without limitation, a new roof,
overhead doors, new entry ramps, new equipment, and other appurtenant improvements). The
exemptions contained in this Agreement apply ONLY to real estate taxes and do not apply to
personal property of any nature;

d. Furnish the Town and the Commonwealth of Massachusetts with completed Annual Reporting
information prior to any annual deadlines defined by the EACC;

e. Increase its minimum full time employment level by sixteen (16) employees by July 1, 2025
over the current payroll level of 20 full time employees for the duration of this Agreement and
as set forth under MGL 23A and 402 CMR 2.00;

f. B&B Micro Manufacturing, Inc. shall use diligent efforts to utilize qualified Adams and North
Adams, Berkshire County, and Massachusetts region based businesses wherever commercially
reasonable to construct and maintain the Renovation Project;

g. In the event that B&B Mfg., Inc. purchases the property, during the period that the STA
Agreement is in effect, it hereby commits to continuing the payment of real estate taxes owned
on the Site while it is owner during the term of the STA Agreement;

h. Agree to timely pay all real estate taxes owed on the Site over the Term of this Agreement;

i. Agree to allow the Town to monitor and enforce this Agreement; and

j. Agree to consider utilizing properties located in the Town prior to acquiring, leasing or
otherwise choosing new or additional locations to be used in conjunction with B&B Mfg., Inc.’s
operations.

7. If B&B Mfg., Inc. fails to comply with the terms of this Agreement, the Town, acting through its
Board of Selectmen, may, at its sole discretion, take action to request decertification by the
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 EACC after written notice to B&B Mfg., Inc. and a reasonable opportunity to cure any such non-
compliance and the Renovation Project is therefore decertified, the Town shall discontinue the
Exemption benefits as set forth herein, commencing with the fiscal quarter in which such failure
occurs. The Parties acknowledge that the obligations, covenants, or agreements on the part of
B&B Mfg., Inc. are material and important to the realization of economic benefits from the
Project, but are solely conditions to the receipt of the tax exemptions provided herein. The
Town’s sole and (exclusive) executive remedies at law or in equity for a failure by B&B Mfg.,
Inc. to satisfy any such conditions, is to request revocation of this Agreement by the Economic
Development Advisory Committee (EDAC) or its successor agency.

8. If B&B Mfg., Inc. materially reduces its business operations at the Site by reducing employment
at the Site or failing to create the anticipated number of new jobs, and no other tenant leases the
Site that provides an equivalent number of jobs, then the Town may seek decertification as
provided in Section 7 of this Agreement.

9. Notwithstanding anything to the contrary herein contained, B&B Mfg., Inc. shall have the right
to assign or transfer its interest in this Agreement to an Affiliated Entity (as defined below), and
a Successor (as defined below), provided that prior to or simultaneously with the effective date
of any assignment (taking into account any requirement of B&B Mfg., Inc. for confidentiality at
the time of such transfer), such Affiliated Entity or Successor, as the case may be, and B&B
Mfg., Inc. may executed and deliver to the Town an assignment and assumption agreement in a
form or substance reasonably satisfactory to the Town whereby such Affiliated Entity or
Successor, as the case may be, shall agree to be independently bound by all applicable provisions
of this Agreement (an “Assumption Agreement”). For the purposes hereof, a “Successor” shall
be defined as any entity into or with which B&B Mfg., Inc. has merged, or with which B&B
Mfg., Inc. is consolidated, or which acquires all or substantially all of B&B Micro Mfg.’s stock
or assets.

10. Notices. Notices to be delivered under this Agreement shall be delivered to the addresses set
forth below (which addresses may be changed by a notice to the other party given pursuant to the
terms hereof) by courier, recognized overnight delivery service, certified mail, facsimile or other
electronic transmission (so long as a copy of any facsimile or other electronic transmission is
also delivered pursuant one of the previously described methods):

If to the TOWN:

Jay Green, Town Administrator

Town of Adams
8 Park Street
Adams, MA 01220

If to River Mill:

If to B&B Micro Manufacturing, Inc.:

Jason Koperniak, Owner

B&B Micro Manufacturing, Inc.
121 Union Street
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 North Adams, MA 01247

11. This Agreement shall be binding upon all Parties, shall run with title to the Property and bind
successor in interest in the Property, and be binding upon B&B Mfg., Inc. and its successors and
assigns as provided in Section 9 above, so long as the Project has not been decertified.

IN WITNESS WHEREOF, each of the Parties, intending to be legally bound, has executed this STA
Agreement as a sealed instrument by their duly authorized representatives and the Town has caused this
Agreement to be executed in its name and behalf and its seal duly affixed by its Board of Selectmen on
the day and year first written above, subject to Town Meeting approval and ratification.

B&B Micro Manufacturing, Inc.

By: ______________________________
Jason Koperniak, Owner

River Mill, LLC

By: _______________________________
, Manager

Town of Adams
Board of Selectmen

By: _______________________________
John E. Duval, Chairman

_______________________________
Joseph Nowak, Vice-Chairman

_______________________________
Richard Blanchard, Selectman

_______________________________
Christine Hoyt, Selectman

James Bush, Selectman