purchaser agreement by abe20


									                           PURCHASE AND SALE AGREEMENT

       THIS AGREEMENT made and entered into this ____ day of ___________, 200___, by
and between HERON COVE ASSOCIATES LLC, a Maine limited liability company, with a
place of business at Portland, Maine (hereinafter “Declarant”) and _______________________
whose address is ______________________________________________________________
(“Purchasers”) and whose telephone number is _________________.

                                     WITNESSETH THAT:

        1.     Description of Unit. In consideration of the mutual promises expressed in this
Agreement, Declarant agrees to sell and Purchasers agree to purchase for the price and subject to
the terms and conditions set forth in this Agreement, the Unit constructed or to be constructed
thereon designated as Unit No. ____________________________________________________,
in Heron Cove Condominium located on Lot 7 of the Brickhill Subdivision, off Westbrook Street
in South Portland, County of Cumberland, and State of Maine, as set forth in and subject to the
Declaration of Condominium for Heron Cove Condominium recorded in the Cumberland County
Registry of Deeds in Book 23826, Page 64 (the “Declaration”) and as shown on the Plats and
Plans for the Condominium recorded in said Registry of Deeds in Plan Book 206, Pages 225
through 228 (the “Unit”). Included in the sale as part of the Unit are the appliances and items set
forth in Exhibit A to this Purchase and Sale Agreement.

        2.     Declaration and Other Exhibits. Purchasers acknowledge that, prior to the
execution of this Agreement, the Public Offering Statement including the Declaration was
delivered to Purchasers and Purchasers hereby acknowledge receipt and review of said
Document which is hereby incorporated herein by reference and made a part of this Agreement
with the same force and effect as if set forth in full herein.

       3.     Purchase Price. The purchase price is _______________________________
Dollars ($________________________), payable as follows:

              (a)   $__________________________ (the “Deposit”), the receipt whereof is
       hereby acknowledged by Declarant;

               (b)     $_________________________, constituting the balance, at Closing in
       cash or by certified or bank cashier’s or treasurer’s check payable to Declarant upon
       delivery of the deed conveying the Unit.

        The deposit shall be placed in escrow in an account held by _______________________.
At closing the deposit shall be delivered to the Declarant.
       4.       Unit Deed. Declarant shall convey the Unit by Warranty Deed, conveying good
and sufficient title to the Unit, insurable as to marketability free of all liens and encumbrances,
except and subject to:

                (a)   Provisions of the Declaration of Heron Cove Condominium, including
       utility easements running through the Unit.

              (b)     Existing rights, easements, restrictions, licenses, covenants and conditions
       reserved or contained or referenced in the Declaration or of record.

              (c)    Terms and conditions of the approval granted by the City of South
       Portland, Maine.

               (d)     Utility Easements.

        5.      Closing Date. The Closing shall take place at a time and place to be designated
by Declarant on or before _________________________, 200___, unless otherwise agreed
upon in writing. The time periods set forth in this Paragraph 5 are subject to delays caused by
acts of God, the unavailability of materials, strikes or other labor disputes, governmental orders
or other events beyond the Declarant’s control. In such event, at the election of Declarant, (a)
the time for closing may be extended for a reasonable period of time not to exceed thirty (30)
days, or (b) this Agreement may be terminated and all monies paid hereunder returned to the
Purchasers, and neither party shall have further recourse against the other. If Buyer is not
prepared to close as of the closing date, then Declarant, at its option, may either terminate this
Agreement and retain the deposit as liquidated damages, or Declarant may, with Buyer’s
consent, extend this Agreement by adding to the purchase price Declarant’s pro rata carrying
costs for the Unit for the extension period as determined by Declarant.

        6.      Certificate of Occupancy. A certificate of occupancy issued by the municipal
inspector of buildings for the City of South Portland, Maine, shall be obtained as provided above
prior to closing.

        7.      Possession. Declarant shall deliver full possession of the Unit, free and clear of
all tenants and occupants at Closing.

        8.      Closing Adjustments. Taxes for the then current taxing period assessed against
the Unit or the Allocated Interest of the Unit times the taxes on the entire premises, estimated
Common Expenses for the then current month, and other assessments and liability charges, if
any, on the Unit shall be prorated as of the Closing Date. Purchasers will pay, in addition to the
purchase price, a contribution for the Working Capital Fund to the Association, or
reimbursement thereof to Declarant, in an amount equal to twice the monthly installment of the
estimated Common Expenses attributable to the Unit, such payment to be in addition to and not
in lieu of regular monthly installments of such expenses and charges as the same thereafter may
become due and payable. Such payments are nonrefundable.

        9.      Purchasers’ Default. In the event Purchasers default in the performance of the
provisions of this Agreement, Declarant shall retain the deposit as liquidated damages in full and
complete satisfaction of all claims against Purchasers, whereupon all obligations of the parties to
one another shall cease and this Agreement shall be null and void and without recourse to the
parties hereto.

       10.     Risk of Loss. The risk of loss or damage by fire or other casualty is assumed by
Declarant until Deed is delivered to Purchasers at closing.

        11.     Financing Contingency. Purchasers’ obligations are contingent upon (i)
Purchasers prequalifying for financing within seven (7) days of the date of this Agreement, and
(ii) Purchasers obtaining, within thirty (30) days of the date of this Agreement, a commitment for
financing of at least ________________% of the purchase price at market rates amortized over
___________________________ (_______) years. Purchasers have a good faith obligation to
seek such financing or else waive this contingency, and Purchasers shall deliver to declarant
satisfactory evidence that they have satisfied the contingencies set forth in this Section. If
Purchasers are unable to obtain such financing and therefore wish to terminate this Agreement
and have their deposit returned, Purchasers shall so notify Declarant in writing within thirty (30)
days of the date of this Agreement.

        12.     Warranties, Statute of Limitation. All warranties and Statutes of Limitations shall
be limited, modified or excluded as set forth in the Unit Acceptance, Warranty Exclusion and
Modification attached to the Public Offering Statement as Exhibit 6, which shall be executed by
Purchaser at closing. Purchaser’s execution and delivery to Declarant of said certificate is a
material basis of this contract and a material inducement to Declarant to enter into this Contract.
Purchaser represents that it has relied only upon the warranties and representations set forth in
this Agreement, the Declaration, the Public Offering Statement and the Unit Acceptance,
Warranty Exclusion and Modification referred to herein. Purchaser will also be required to sign
an agreement at closing reducing the Statute of Limitations for breach of warranty claims to two
(2) years, a copy of which agreement is attached to the Public Offering Statement as Exhibit 7.

       15.     Brokerage. Purchaser and Declarant acknowledge they have been advised of the
following relationships:

____________________________________, of ______________________________________
Licensee                                    Agency

Is a Seller Agent _____ Buyer Agent ____ Disc Dual Agent _____ Transaction Broker______

____________________________________, of ______________________________________
Licensee                                    Agency

Is a Seller Agent _____ Buyer Agent ____ Disc Dual Agent _____ Transaction Broker______

If this transaction involves Disclosed Dual Agency, the Purchaser and Declarant acknowledge
the limited fiduciary duties of the agents and hereby consent to this arrangement. In addition,
Purchaser and Declarant acknowledge prior receipt and signing of a Disclosed Dual Agency
Consent Agreement.

       16.     Other Conditions. ___________________________________________________

       17.     Miscellaneous.

             (a)     This Agreement supersedes any and all prior understandings and
       agreements between the parties and constitutes the entire Agreement between them.

               (b)     The acceptance of the delivery of the Deed by Purchasers shall be deemed
       to be full performance and discharge of every agreement and obligation herein contained
       or expressed except to Warranties referenced in Paragraph 14.

              (c)    This Agreement is personal to Purchasers and Purchasers may not assign
       this Agreement without the prior written consent of Declarant.

               (d)     This Agreement shall inure to the benefit of and be binding upon the
       parties hereto, their personal heirs, personal representatives, successors and assigns.

               (e)    This Agreement shall not be altered, modified or amended except by a
       written instrument signed by Declarant and Purchasers.

              (f)    This Agreement shall be construed and enforced in accordance with and
       governed by the laws of the State of Maine.

              (g)      The effective date of this Agreement is the last date shown beneath the
       signature lines at the end of this Agreement.

                (h)    Purchaser acknowledges receipt of Declarant’s Property Disclosure Form
        and is encouraged to seek information from professionals regarding any specific issue or
        concern. The disclosure is not a warranty, express or implied, as to the condition of the
        Unit, and is not a part of this Agreement. The disclosure does not constitute a waiver of
        any provisions contained in the Declaration, Public Offering Statement or the documents
        described in Section 12 above.

                 (i)     As used in this Agreement, “days” means calendar days.

       IN WITNESS WHEREOF, the parties hereto have executed this Agreement as a sealed
instrument as of the date first set forth above.

WITNESS:                                                    HERON COVE ASSOCIATES LLC,

_______________________________                             By:________________________________
                                                                  Its Member


_______________________________                             __________________________________


_______________________________                             _________________________________


O:\MAS\05180 Berman\Heron Cove 306\Condominium Documents\Purchase and Sale Agreement_FINAL.doc


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