Condo Purchase And Sale Agreement

STANDARD FORM CONDOMINIUM PURCHASE AND SALE AGREEMENT From the Office of: Timothy J. Culver, Esq. Edwards & Angell LLP 101 Federal Street Boston, MA 02110 Telephone: 617-439-4444 Fax: 617-439-4170 This DATE, 2004 1. Parties and Mailing Addresses: Prodigy Plus, Inc., a Massachusetts Corporation hereinafter called the SELLER, agrees to SELL and Jane Doe of 11 Dwight Street; Boston, MA 02115 hereinafter called the BUYER or PURCHASER, agrees to BUY, upon the terms hereinafter set forth, the following described premises: 2. Description: Unit No. XXX (the “Unit”) of Exchange Street Lofts Condominium, (the “Condominium”) created pursuant to Chapter 183A of the Massachusetts General Laws (the “Act”) by Master Deed dated and recorded with Essex (South) Registry of Deeds at Book , and Page , (the “Master Deed”), together with (a) an undivided X.XX percentage interest in both the common areas and facilities of the Condominium and the organization of unit owners through which the Condominium is managed and regulated, (b) the exclusive right to use one (1) parking space, if any, parking space # X as shown on the Site Plan by Antoni Szerszunowicz dated , pursuant to a parking easement, as defined in the master deed will be assigned to this Unit, and (c) such other rights and easements appurtenant to the Unit as may be set forth in any document governing the operation of the Condominium including without limitation the Master Deed, the By-Laws of the organization of unit owners, and any administrative rules and regulations adopted pursuant thereto (all of which are hereinafter referred to as the “Condominium Documents”). The above described premises are those conveyed to the SELLER by deed dated , and recorded with Essex South District Registry of Deeds at Book , Page . 3. Fixtures: Included in the sale as part of the Unit are the fixtures used in connection therewith, and refrigerator, stove, microwave, dishwasher, disposal, but excluding __________________. The extent to which any of such fixtures belong to the SELLER may be governed in part by provisions contained in the Condominium Documents. 4. Title Deed: Said premises are to be conveyed by a good and sufficient quitclaim deed running to the Buyer, or to the nominee designated by the BUYER by written notice to the SELLER at least seven (7) days before the deed is to be delivered as herein provided, and said deed shall convey a good and clear record and marketable title thereto, free from encumbrances, except (a) Provisions of existing building and zoning laws; (b) Such taxes for the then current year as are not due and payable on the date of the delivery of such deed; (c) Any liens for municipal betterments assessed after the date of this agreement; (d) The provisions of the Act and the Condominium Documents including without limitation all obligations of the unit owners to pay a proportionate share of the common expenses of the Condominium; (e) All restrictions, easements and encumbrances referred to in the Condominium Documents; (f) Easements, restrictions and reservations of record, if any, so long as the same do not prohibit or materially interfere with the current use of said premises; *(g) 5. Plans: If said deed refers to a plan necessary to be recorded therewith the SELLER shall deliver such plan with the deed in form adequate for recording or registration. 6. Registered Title: In addition to the foregoing, if the title to said premises is registered, said deed shall be in form sufficient to entitle the BUYER to a Certificate of Title of said premises, and the SELLER shall deliver with said deed all instruments, if any, necessary to enable the BUYER to obtain such Certificate of Title. 7. Purchase Price: The agreed purchase price for the premises is $XXX,XXX dollars, of which $ X,XXX $ X,XXX $XXX,XXX have been paid as a deposit this day and have been paid to bind Offer are to be paid at the time of delivery of the deed, in cash, or by certified, cashier’s, treasurer’s or bank check(s), or by attorney’s conveyancing account check. TOTAL -2- $XXX,XXX BOS_Template P-S for web site.doc/TCULVER 8. Time for Performance; Delivery of Deed: The SELLER shall deliver the Unit Deed to the BUYER at the offices of Bradley Moore Primason Cuffe & Weber; 85 Exchange Street, Lynn, or such other address in the City of Lynn as SELLER shall establish by notice to the BUYER given at any time prior to the Closing Date (as hereinafter defined), on the Closing Date established in accordance with this Paragraph 8. (a) (b) SELLER has advised BUYER herein of an estimated closing date, which is DATE (the “Estimated Closing Date”). SELLER shall, by notice (the “Closing Notice”) to BUYER given no later than five (5) days prior to the Estimated Closing Date, specify a definitive closing date and time for closing (the “Closing Date”), which Closing Date may be a business day no sooner than thirty (30) days before the Estimated Closing Date nor later than one hundred twenty (120) days after the Estimated Closing Date. If the SELLER shall be unable to give title or make conveyance, or to deliver possession of the Unit, all as herein stipulated, or if at the time of the delivery of the Unit Deed the Unit does not conform to the provisions hereof, the SELLER shall use reasonable efforts to remove any defects in title or to deliver possession as provided herein, or to make the Unit conform to the provisions hereof, as the case may be, in no event, however, shall “reasonable efforts” require the SELLER to incur expenditures which in the aggregate would exceed, or reasonably could be anticipated to exceed $1,000, excluding expenditures for attorneys' fees, in connection with such efforts, in which event the SELLER shall give notice thereof to the BUYER and the time for performance shall be extended to a business day designated by SELLER not more than thirty (30) days beyond the Closing Date established in accordance with subparagraph (b) above, except as a greater period may be permitted in accordance with subparagraph 8(d) below. Notwithstanding the limitations set forth in this Paragraph 8, if one or more force majeure events, as hereinafter defined, shall occur subsequent to the date hereof, the time within which SELLER may designate the Closing Date, or the Closing Date if then designated, shall be extended as hereinafter provided one or more times for a period equal to the period delay caused by such force majeure events. If one or more force majeure events shall occur prior to the designation by SELLER of the Closing Date, which SELLER believes may delay SELLER'S ability to designate the Closing Date within the time limit set forth in subparagraph 8(b) hereof, SELLER shall give notice to BUYER of the occurrence of such force majeure event(s) and the aggregate delay caused or expected to be caused by such force majeure event(s). The time limit set forth in Paragraph 8(b) hereof shall thereupon automatically be extended for a period equal to the period of delay caused by such force majeure event(s). Upon the occurrence of a force majeure event -3- (c) (d) BOS_Template P-S for web site.doc/TCULVER after the designation by SELLER of the Closing Date, SELLER shall give notice thereof to BUYER together with SELLER'S estimate of the probable period of delay which will result therefrom. At the conclusion of such force majeure event, SELLER shall give notice to BUYER of such conclusion and shall, by notice to BUYER, designate a business day no earlier than ten (10) days after such notice of the extended Closing Date. In no event shall the aggregate period of such force majeure extensions exceed one hundred twenty (120) days. As used herein, the term “ force majeure event” shall mean any act of God, war, terrorism, civil commotion, embargo, riot, strike, picketing, governmental restriction, unavailability or shortages of materials or any similar event which is beyond the control of SELLER. (e) At the end of any extension period, whether on account of a force majeure event or otherwise, if SELLER remains unable to convey the Unit in conformance with the Agreement, the BUYER may elect (i) to terminate this Agreement, in which case the Deposit with interest thereon as set forth in Paragraph 3 hereof shall be refunded or (ii) to accept the Unit Deed to the Unit conveying such title as SELLER can convey to the Unit in its then condition without deduction from the Purchase Price, in which case SELLER shall convey such title or possession as SELLER may be able to deliver; provided, however, that such election shall only be available to BUYER if the Condominium shall have been created. SELLER'S obligations hereunder to create the Condominium and to convey the Unit to BUYER are contingent upon SELLER'S ability to complete construction of the Units and Common Elements comprising the Condominium. Nothing contained herein shall be construed as an undertaking by SELLER to so complete construction, the sole and exclusive remedy at law and equity of BUYER in the event of SELLER'S failure or inability to do so being the return of the Deposit as provided in Paragraph 19 hereof. Time is of the essence of this Agreement. (f) 9. Possession and Condition of Premises: Possession of the Unit, free of all tenants and occupants (except, if applicable, the BUYER and any parties claiming possession by, through or under BUYER), is to be delivered to and accepted by the BUYER on the Closing Date. On the Closing Date, the Unit, and the common areas of the Condominium providing access to the Unit shall be (a) not in record violation of any applicable building or zoning law of the City of Lynn; and (b) substantially completed (as evidenced by a Certificate of Occupancy (temporary or otherwise) from the City of Lynn) in accordance with the Standard Specifications set forth in Exhibit B attached hereto. BUYER shall have the right, at a reasonable time and by appointment with SELLER, to inspect the Unit within five (5) days prior to the Closing Date by giving SELLER oral or -4BOS_Template P-S for web site.doc/TCULVER written notice of BUYER's election to inspect. After such inspection, if necessary, SELLER and BUYER shall prepare a punchlist of items that require completion in order to make the Unit conform to this Agreement (the “Punchlist”). SELLER hereby agrees to complete the work on the Punchlist as soon as practicable after the Closing Date, but in no event later than thirty (30) days after the date thereof. The Closing Date shall not be deferred for completion of the Punchlist and no escrow, holdback sum or security shall be required to insure completion of the Punchlist. The provisions of this Paragraph 9 shall survive the delivery of the Unit Deed hereunder. 10. Failure to Perfect title or Make Premises Conform: If at the expiration of the extended time the SELLER shall have failed so to remove any defects in title, deliver possession, or make the premises conform, as the case may be, all as herein agreed, or if at any time during the period of this agreement or any extension thereof, the organization of unit owners shall fail to agree, within the time period set forth in the Act, if applicable, to proceed with such repair or restoration as may be necessary for such purposes, or shall expressly agree not to so proceed, or the holder of a mortgage on the Unit shall refuse to permit any insurance proceeds to be used for such purpose, then any payments made under this agreement shall be forthwith refunded and all other obligations of the parties hereto shall cease and this agreement shall be void without recourse to the parties hereto. 11. Buyer’s Election to Accept Title: The BUYER shall have the election, at either the original or any extended time for performance, to accept such title as the SELLER can deliver to the said premises in their then condition and to pay therefore the purchase price without deduction, in which case the SELLER shall convey such title, except that in the event of such conveyance in accord with the provisions of this clause, if the said premises shall have been damaged by fire or casualty insured against by the organization of unit owners or by the SELLER, then the SELLER shall, on delivery of the deed, unless said premises have previously been restored to their former condition, pay over or assign to the BUYER all amounts recovered or recoverable by the SELLER on account of such insurance, and give the BUYER a credit against the purchase price equal to any amounts otherwise so recoverable which are retained by the holder of a mortgage on the Unit, less any amounts reasonably expended by the SELLER for any partial restoration. 12. Acceptance of Deed: The acceptance of a deed by the BUYER or his nominee as the case may be, shall be deemed to be a full performance and discharge of every agreement and obligation herein contained or expressed, except such as are, by the terms hereof, to be performed after the delivery of said deed. -5- BOS_Template P-S for web site.doc/TCULVER 13. Use of Purchase Money to Clear Title: To enable the SELLER to make conveyance as herein provided, the SELLER may, at the time of delivery of the deed, use the purchase money or any portion thereof to clear the title of any or all encumbrances or interests, provided that all instruments so procured are recorded simultaneously with the delivery of said deed, or within a reasonable time thereafter in accordance with local conveyancing practices. 14. Insurance: Until the recording of the Master Deed, the SELLER shall maintain fire and extended coverage insurance on the Condominium as now in force. Upon the premises becoming a condominium, it is intended that the Trustees of the Condominium Trust shall maintain master insurance policies covering the entire Condominium against loss by fire as set forth in the Condominium Trust and shall insure the Condominium Trust against public liability for occurrences in the Common Areas and Facilities of the Condominium. The cost of maintaining this insurance will be charged to the unit owners of the Condominium in accordance with their respective percentage interests. Such insurance coverage will not prohibit any unit owner from purchasing supplemental insurance, and may not cover the Unit's internal fixtures and alterations either fully or partially and will not cover contents of the Unit and liability for occurrences within the Unit. It is the responsibility of BUYER to obtain insurance policies covering the above matters at BUYER's sole cost and expense. 15. Evidence of Insurance: At the time of the delivery of the deed, the SELLER shall deliver to the BUYER a certificate of the Condominium insurance referred to in clause 15 as then in effect. The procuring of any supplemental insurance shall be at the option and sole expense of the BUYER. 16. Adjustment of Unassessed, Abated Taxes and Common Area Fees. In order to provide for the payment of real estate taxes during the period that the Unit is not separately taxed, but is taxed as part of the land and improvements to constitute the Condominium BUYER agrees to execute at Closing a letter agreement, in the form attached hereto as Exhibit A, and to perform his obligations thereunder until such time as the Unit is separately assessed. The appropriate dates will be provided in such letter agreement to reflect the actual Closing Date. If the BUYER shall obtain mortgage financing and the mortgagee will collect tax escrow payments from the BUYER, the BUYER shall use its best efforts to cause the Mortgagee to assent to the aforementioned letter agreement. The provisions of this Paragraph 16 shall survive delivery of the Unit Deed. -6- BOS_Template P-S for web site.doc/TCULVER 17. Broker’s Fee: A Broker’s fee for professional services of $X,XXX to Lawrence Shevick, of Kimball Borgo Real Estate; 717 Atlantic Ave, Suite 1B, Boston, MA 02111; lshevick@hotmail.com; (617) 426-8445 fax (617) 426-0439; AND $X,XXX to Onnelly Parslow, of Maxwell Associates; 107 South Boston Street; Suite # BA; Boston, Mass; 02111; 617.482.1239; fax: 617.482.5040; onnelly@maxwell-associates.com; is due from the SELLER to the Brokers, only if, as and when title passes to BUYER, the deed is recorded with the appropriate Registry of Deeds, and not otherwise. 18. Broker(s) Warranty: The Broker(s) named herein, Lawrence Shevick & Onnelly Parslow, warrant(s) that he (they) is (are) duly licensed as such by the Commonwealth of Massachusetts. 19. Deposit: All deposits made hereunder shall be held in escrow by Kimball Borgo; 717 Atlantic Ave Suite 1B; Boston, MA; 02111; as escrow agent, in a non-interest bearing account subject to the terms of this agreement and shall be duly accounted for at the time for performance of this agreement. In the event of any disagreement between the parties, the escrow agent shall retain all deposits made under this agreement pending instructions mutually given in writing by the SELLER and the BUYER. 20. Buyer’s Default; Damages: If the BUYER shall fail to fulfill the BUYER’s agreements herein, all deposits made hereunder by the BUYER may be retained by the SELLER as liquidated damages and this shall be SELLER's sole & exclusive remedy at law and equity for any breach of this Agreement by BUYER. The Parties acknowledge and agree that Seller has no adequate remedy in the event of BUYER's default under this Agreement because it is impossible to compute exactly the damages which would accrue to SELLER in such event. Therefore, the Parties have taken these facts into account in setting the amount of the deposit hereunder and hereby agree that: (i) the deposit hereunder is the best estimate of such damages which would accrue to SELLER in the event of BUYER's default hereunder, (ii) said deposit represents damages and not a penalty against BUYER, and (iii) the Parties have had the benefit of counsel with regard to the provisions of this Paragraph 20. 21. Broker as a Party: The Broker(s) named herein join(s) in this agreement and become(s) a party hereto, insofar as any provisions of this agreement expressly apply to the Broker(s), and to any amendments or modifications of such provisions to which the Broker(s) agree(s) in writing. -7- BOS_Template P-S for web site.doc/TCULVER 22. Liability of Trustee, Shareholder, Beneficiary, etc.: If the SELLER or BUYER executes this agreement in a representative or fiduciary capacity, only the principal or the estate represented shall be bound, and neither the SELLER or BUYER so executing, nor any shareholder or beneficiary of any trust, shall be personally liable for any obligation, express or implied, hereunder. 23. Warranties and Representations: The Buyer acknowledges that the BUYER has not been influenced to enter into this transaction nor has he relied upon any warranties or representations not set forth or incorporated in this agreement or previously made in writing, except for the following additional warranties and representations, if any, made by either the SELLER or the Broker(s): NONE 24. Construction of Agreement: This instrument, executed in multiple counterparts, is to be constructed as a Massachusetts contract, is to take effect as a sealed instrument, sets forth the entire contract between the parties, is binding upon and enures to the benefit of the parties hereto and their respective heirs, devisees, executors, administrators, successors and assigns, and may be cancelled, modified or amended only by a written instrument executed by both the SELLER and the BUYER. If two or more persons are named herein as BUYER their obligations hereunder shall be joint and several. The captions and marginal notes are used only as a matter of convenience and are not to be considered a part of this agreement or to be used in determining the intent of the parties to it. 25. Lead Paint Law: The parties acknowledge that, under Massachusetts law, whenever a child or children under six years of age resides in any residential premises in which any paint, plaster, or other accessible material contains dangerous levels of lead, the owner of said premises must remove or cover said paint, plaster, or other material so as to make it inaccessible to children under six years of age. 26. Smoke Detector: The SELLER shall, at the time of the delivery of the deed, deliver a certificate from the fire department of the city or town in which said premises are located stating that said premises have been equipped with approved smoke detectors, in conformity with applicable law. -8- BOS_Template P-S for web site.doc/TCULVER 27. Additional Provisions: At the time of the delivery of the deed, the SELLER shall deliver to the BUYER a statement from the organization of unit owners in recordable form and setting forth, in accordance with Section 6(d) of the Act, that there are no outstanding common expenses assessed against the Unit as of said time. The initialed riders, if any, attached hereto, are incorporated herein by reference. Subject to Buyer's reasonable review and approval of recorded condominium documents and budget, within two business days of being given to Buyer according to the notice provision. 30. Financing. In order to help finance the acquisition of said Premises, the Buyer shall apply for a conventional bank or other institutional mortgage loan of $XXX,XXX at prevailing rates, terms and conditions. If despite the Buyer's diligent efforts a commitment for such loan cannot be obtained on or before , the Buyer may terminate this agreement by written notice to the Seller and/or the Broker(s), as agent(s) for the Seller, prior to the expiration of such time, whereupon any payments made under this agreement shall be forthwith refunded and all other obligations of the parties hereto shall cease and this agreement shall be void without recourse to the parties hereto. In no event will the Buyer be deemed to have used diligent efforts to obtain such commitment unless the Buyer submits a complete mortgage loan application conforming to the foregoing provisions on or before DATE. 31. Continuing Work. The SELLER hereby reserves the right, both before and after the delivery of the Unit Deed pursuant to this Agreement, to commence and continue construction work in the Unit in accordance with the terms hereof, on other units in the Condominium and on the Common Areas and Facilities of the Condominium including, without limitation, the right to commence and continue construction work on additional phases which may be added to the Condominium pursuant to the Condominium Documents, provided such work shall not materially interfere with Buyer’s use and enjoyment of the premises. The BUYER agrees that such continuing construction work shall not constitute grounds for a postponement of the closing of the purchase of the Unit, nor shall any escrow, holdback or security be required by reason of such continuing construction work. SELLER shall indemnify BUYER for and hold BUYER harmless against claims for damage to persons or property and mechanics' and materialmens' liens directly related to such work. The provisions of this Paragraph 31 shall survive the delivery of the Unit Deed to the BUYER, but nothing herein shall be deemed to be an express or implied warranty of such construction work. -9- BOS_Template P-S for web site.doc/TCULVER 32. Working Capital Fund. In order to provide working capital to the Condominium, at the time of delivery of the Unit Deed, the BUYER shall deposit with the Condominium Trust an amount equal to two (2) months' assessments attributable to the Unit and such other appurtenant rights acquired by BUYER hereunder for common charges in accordance with the Condominium Trust. If SELLER has previously made such payment, the amount thereof shall be assigned to the BUYER and BUYER shall reimburse the SELLER therefor at the time of delivery of the Unit Deed. 33. It is agreed and understood that buyers of The Exchange Street Loft Condominiums will be pre-approved for home mortgage financing, when applicable, by Wells Fargo Home Mortgage. Any buyer that finances with Wells Fargo Home Mortgage at The Exchange Street Loft Condominiums will be provided a vacation package from the Wells Fargo Home Mortgage Consultant. Buyer agrees to provide the listing real estate agent with a Wells Fargo Home Mortgage pre-approval letter no later than 5 business days from the date of this contract. By applicable law, buyer is free to make their own choice of a different lender. RIDER A ATTACHED HERETO AND INCORPORATED HEREIN BY REFERENCE. FOR RESIDENTIAL PROPERTY CONSTRUCTED PRIOR TO 1978, BUYER MUST ALSO HAVE SIGNED LEAD PAINT “PROPERTY TRANSFER NOTIFICATION CERTIFICATION” NOTICE: This is a legal document that creates binding obligations. If not understood, consult an attorney. Prodigy Plus, Inc. SELLER Taxpayer ID/SSN: By: Frances Estremera Title: President & Treasurer 731677047 BUYER: Taxpayer ID/SSN: Jane Doe 012 34 5678 BUYER Taxpayer ID/SSN: _________________________________________________________________________ Broker(s) - 10 BOS_Template P-S for web site.doc/TCULVER RIDER A Rider to Purchase and Sale Agreement by and between Prodigy Plus, Inc., as Seller, and Jane Doe, as Buyer, and concerning the land and the buildings situated at Unit # XXX, Exchange Street Lofts Condominium. PARAGRAPH 34(a) Use of Money to Clear Title: Seller may, if Seller so desires, at the Closing, use all or part of the Purchase Price to clear the title of any encumbrances or interests provided that all instruments necessary for this purpose are recorded with the deed or at such later time as shall be reasonably acceptable to Buyer, and provided further, with respect to discharges of mortgages from insurance companies, banks, credit unions, and other institutional lenders, such discharges may be recorded within a reasonable time after the recording of the deed and in conformity with local conveyancing practices. PARAGRAPH 34(b) Condition of Premises, Acceptance “As-Is”: Except as specifically referred to in the Limited Warranty, attached as Exhibit C, BUYER acknowledges that the Premises are being purchased “as is” without any warranties or representations, express or implied, and that BUYER has had the Premises inspected by inspectors of BUYER’s choice and BUYER is satisfied with the condition thereof (including, without limitation, the structural condition of the Premises, the condition of the Premises with respect to pest infestation, and the condition and working order of the mechanical, electrical, heating, septic/sewerage and other systems and services in the Premises), and that BUYER has had an opportunity to inspect the Premises for the presence of asbestos, radon, urea formaldehyde foam insulation and any other hazardous substances. SELLER has made no warranties or representations upon which BUYER has relied with respect to the Premises, and it is the understanding of the parties that their entire understanding with respect to the transaction is set forth completely in this Agreement. PARAGRAPH 34(c) Lead Based Paint: Buyer acknowledges that Buyer has received a copy of the Massachusetts Department of Public Health’s Property Transfer Notification concerning lead poisoning and that Buyer has read such notification or had the notification read to him/her. Buyer also acknowledges that the Broker has provided the Buyer with verbal information on the possible presence of dangerous levels of lead in paint, plaster, soil or other materials and the provisions of the Lead Law and Regulations. Buyer also acknowledges that Buyer was verbally informed by the Broker about the availability of inspections for dangerous levels of lead. PARAGRAPH 34(d) Title Provisions: It is understood and agreed by the parties that the premises shall not be in conformity with the title provisions of this Agreement unless: (a) title to the premises is insurable, for the benefit of the Buyer, by a title insurance company, in a fee owner's policy of title insurance at normal premium rates, in the American Land Title Association form currently in use, subject only to those printed - 11 - BOS_Template P-S for web site.doc/TCULVER exceptions to title normally included in the "jacket" to such form or policy, or otherwise referenced in Paragraph 4 of this Purchase and Sale Agreement. PARAGRAPH 34(e) Notice: Any notices required under this Agreement shall be deemed sufficient if delivered by certified first class U.S. Mail, postage prepaid, return receipt requested, postmarked as of the date required for notice hereunder, by Buyer to Seller, Prodigy Plus, Inc., 204 West 123rd Street, New York, NY 10027 (Fax/212-858-5717) AND to Seller's attorney, Timothy J. Culver, Esquire, Edwards & Angell LLP, 101 Federal Street, Boston, MA 02110 (Fax/617-439-4170); or by Seller to Buyer or Buyer's attorney, Johnnie Cochran, Esquire, 1600 Beacon Street; Brookline, MA; 02446; phone 617.555.5555 (Fax/-617.666.6666); freecriminals@law.com. PARAGRAPH 34(f) Standards: Any matter or practice arising under or relating to this Agreement which is the subject of a Title Standard or a Practice Standard of the Massachusetts Conveyancers Association shall be governed by said Standard to the extent applicable. PARAGRAPH 34(g) Clause Prohibiting Recording: If the Buyer shall record this agreement in the Registry of Deeds or assign his/her rights under the agreement to another, then, at the option of the Seller, the Buyer shall be deemed to be in default under the agreement and the Seller's obligations under this agreement shall be at an end. PARAGRAPH 34(h) Representation Regarding Brokers: The Buyer and the Seller represent and warrant to each other that neither party has contacted any real estate broker in connection with this transaction, and were not directed to each other as a result of any services or facilities of any real estate broker, with the sole exception of the broker(s) listed in Paragraph 17 of this Agreement, if any. The Buyer agrees to indemnify the Seller against, and to hold the Seller harmless from, any claim, loss, damage cost or liability for any brokerage commission or fee which may be asserted against the Seller as a result of the Buyer contacting any other broker in connection with this transaction. Likewise, The Seller agrees to indemnify the Buyer against, and to hold the Buyer harmless from, any claim, loss, damage cost or liability for any brokerage commission or fee which may be asserted against the Buyer as a result of the Seller contacting any other broker in connection with this transaction. The provisions of this paragraph shall survive the delivery of the Deed. PARAGRAPH 34(i) Rider Priority: In the event of a conflict between the provisions of this Rider and the initial four (4) page printed form attached hereto, this Rider shall govern. - 12 - BOS_Template P-S for web site.doc/TCULVER PARAGRAPH 34(j): Buyer acknowledges that Buyer and Buyer's attorney have had an opportunity to review all relevant condominium documents, find them satisfactory and shall claim no contingencies thereunder. Initials ________ BUYER _________ SELLER - 13 - BOS_Template P-S for web site.doc/TCULVER EXCHANGE STEET LOFTS CONDOMINIUM PURCHASE AND SALE AGREEMENT EXHIBIT A TAX LETTER AGREEMENT Date: Dear Jane Doe: Today you have purchased Unit No. XXX of Exchange Street Lofts Condominium (the “Condominium”) from Prodigy Plus, Inc. (the “SELLER”). Because the property comprising the Condominium was submitted to Condominium status after the property tax assessments effective January 1, the SELLER believes that the property will continue to be taxed under single ownership rather than as separate condominium units, at least through fiscal year 2004, which ends June 30, 2004. For fiscal year 2005, the City of Lynn will probably issue separate tax bills to each unit owner, although we do not guaranty this. So long as the condominium property remains assessed under single ownership rather than as separate units, you will receive from the SELLER or the Trustee of Exchange Street Lofts Condominium Trust, four (4) times each year, a copy of the current tax bills, together with a bill to you for your portion of the total tax bill based upon your unit's percentage of interest in the common areas and facilities. Unless you are paying taxes into a tax escrow account held by an institutional mortgagee of your unit which has assented to this letter, you will be required, and hereby agree, to pay to the SELLER or to Exchange Street Lofts Condominium Trust your portion of the tax bill, without any offset, to the party designated in the bill at least fifteen (15) days before payment is due and payable to the City of Lynn without interest or penalty. The Condominium Trust or SELLER shall make timely payment of the tax bill to the City of Lynn from and to the extent of the tax payments made to them by the unit owners in the Condominium. Late payments by you will carry interest at the rate of 14% per annum while such payments are outstanding, which you agree to pay, together with any reasonable costs of collection, including without limitation attorneys' fees, incurred in collecting your payment. It must be clearly understood that this obligation to pay taxes is independent of any other fiscal affairs of the Condominium and that the method outlined in this letter of paying a single tax bill (or bills) for the entire Condominium is for the benefit of the unit owners only. Sincerely yours, Prodigy Plus, Inc. By: ______________________________ Frances Estremera, President and Treasurer - 14 - BOS_Template P-S for web site.doc/TCULVER EXHIBIT B STANDARD SPECIFICATIONS & GENERAL INFORMATION The Seller or its agents shall perform Construction according to the attached specifications. Specifications may change due to reinterpretations of state and local codes by the City of Lynn's Building Department, or due to conditions encountered in the field. All product and material designations below are intended to establish minimum design and quality standards for construction. It is important for the Buyer to understand, that due to a mutual desire to maintain as much of the original character and architectural features of such a unique, historic building – it is challenging to have a standardized spec sheet for all 15 Lofts. This is not a cookie cutter project, each Loft is a limited edition, and will have unique differences incorporated into it – and therefore every specification listed may not be identical in each Loft. Bathroom • • • • • • • • • • • Dropped drywall ceiling, predominantly at an 8’ height. (Except Lofts # 103, 206 & 306) White porcelain toilet. White cast iron bath tubs (Americast tubs in Lofts #201, 202, 203, 204 & 206) White, ceramic tile (subway style 2” X 3”) tub surround (Except Lofts # 206 & 305 have 4” X 4” ceramic tile) Chrome showerhead, tub spout, and Symmons control valve, or equivalent Original hardwood floors in Lofts # 201, 202, 203, 301, 302, 303, 306 & 308’s bathrooms. Tumbled, crema marfil marble floor in Loft # 204, 205, 304, & 307’s bathrooms. (206 has polished marble) Surface mounted vanity light, and integral ceiling mounted exhaust fan with light. Beveled mirror medicine cabinet (recessed in most Lofts) 24" (or wider) vanity, with one piece integral lavatory bowl and backsplash top Chrome lavatory faucet. Ceilings • Heights range from 12 to 16 feet. • 5/8" gypsum board on new ceilings. • Existing ceilings are predominantly original Calcimine finish Closet • • • • Flooring continuous with adjoining room. 4" wood base trim. Plastic coated wire shelving with integral rod. Closets in Lofts 304, 305, & 308 will be at the option of the Buyer. Common Area Flooring • • Original Terrazzo, or hardwood floors. Rear stairwell has original steel decking. Door Hardware • Residential quality, predominantly polished chrome metal finish. - 15 - BOS_Template P-S for web site.doc/TCULVER Communications • • • Telephone, cable TV, and broadband Internet feed a Quick Network panel by Future Smart®, which allows easy switching of services, to any of the pre-wired jacks within the Loft. Firewall router pre-installed, for instant high speed Internet access to all jacks (except in Lofts 206 & 305) Only Comcast service is available to the units, neither Verizon services, nor DSL is available. Demising Walls • Either existing walls, or insulated stud wall with single layer 5/8" gypsum board. Domestic Hot Water • Individual 40 gallon+/- electric hot water heaters in each unit, GE or equivalent. Electrical Power • • • 125 AMP panel in each unit 120/240 volt service Each unit metered separately. Elevator • Passenger elevator located in stairwell accessing Exchange Street. Exterior Entry Doors • • Stained oak door with glass panels in front stairwell. New Hartford Green, single light, aluminum door in rear stairwell Exterior Walls • Existing masonry and brick Fire Suppression • Entire building is safeguarded by a new fire protection sprinkler system. Heating and Cooling • • • • • Each unit’s air conditioning and heating system are controlled separately. American Standard, extra high efficiency, gas-fired, forced hot air furnaces Two stage furnaces provide not only higher efficiency, but also operate much quieter Heating systems, predominantly hung from ceiling in storage area, and roof mounted condenser units. Exposed spiral unpainted ductwork in all units. Individual Storage Units • Storage loft built into each Condo. Intercom / Security System • Intercom with digital name directory, at both front and rear entrances, connected to every loft via phone system. Interior Doors • Solid wood doors, primed and painted with semi-gloss finish. Interior Entry Doors • Birch veneer, solid core, fire-rated doors - 16 - BOS_Template P-S for web site.doc/TCULVER Interior Partitions • • Standard stud walls with gypsum board each side. Open floor plan without bedroom partitions (i.e., "raw" loft). Kitchen Appliances and Finish • • • • • • • All appliances are Maytag, Stainless Steel (except # 206 – existing appliances are included) 30" 4-burner gas range with oven (model # MGR5755QDS). 36” side by side refrigerator, door dispenser for water & ice (model # MSD2732GRS). Under-counter dishwasher (model # MDBH950AWS). Space-saver microwave, with built-in ductless exhaust vent (model # MMV5156AAS). Sink-mounted heavy-duty disposal. Stainless steel sink. Kitchen Cabinets and Countertops • Standard kitchens will consist of birch cabinets with China Black granite countertops and backsplashes. (Except for Loft # 206) Laundry Appliances • Hookup for stackable washer and electric dryer. Roofing • Flat areas are roofed continuously with new, insulated, EPDM membrane roofing. Trim • • 1x6 wood base trim (1x4 in closets) on non-masonry walls. (Except where existing moldings can be restored) 1x4 door wood trim. Unit and Common Area Lighting • • Vanity light in bathroom Lighting in each unit will be unique – the following are examples of what may be found: o Track lighting o Ceiling fans o Wall sconces o Recessed lighting Unit Colors • • • • All walls in Benjamin Moore Matte, Atrium white, or equivalent. All new ceilings in California, White Ceiling Paint, or equivalent. All Calcimine ceilings with California’s Ox-OFlow, Flat, Cal-Coater, or equivalent. All interior doors and trims in Benjamin Moore semi-gloss white, or equivalent. Other colors available as options. Unit Flooring (except as noted) • • Existing wood floor refinished with two coats of polyurethane finish, in Lofts # 201, 202, 203, 205, 206, 301, 302, 303, 306, 307 & 308 Existing concrete floors in Lofts 103, 204, 304, 305 Utility Room • • • 8’ dropped drywall ceiling. Floor consists of a rubber pan with drain. Surface mounted fluorescent light. - 17 - BOS_Template P-S for web site.doc/TCULVER Wall, Ceiling & Trim Finish • • • • • Exposed brick interior perimeter walls where available. Lofts 206 & 308 have an exterior exposed brick wall. Lofts 203 & 205 have a stucco wall. Bathroom walls primed and painted, two coats total with semi-gloss finish. All other walls primed and painted, two coats total with flat enamel finish. All ceilings primed and painted, two coats total with flat finish. All trim primed and painted, two coats total with semi-gloss finish. Windows and Skylights • • • • Hunter green aluminum, double-hung, insulated glass, windows with Ultralift balances on lower sash, for easier opening and longer balance life. Over sized windows will have a fixed transom at the top of the window. All operable windows include screens. Existing skylights in 103, 305 & 306 Lofts. Parking • • Single parking spot in upper lot Single parking spot can be traded up for a tandem spot, as well as additional single spots are available, as options. CHANGE ORDERS AND ALLOWANCES • Buyer and Seller agree that if Buyer requests Seller to make changes, this will only be done if both parties agree in writing to such changes. • Payment for all such changes and allowances shall be in advance, and is not refundable. All allowances include sales tax and delivery charges. • It is agreed that all allowances set forth in this Agreement shall be cumulative, such that an underutilized allowance in one construction area may be used to offset overages in other areas – any remaining overages will be credited toward Buyer’s closing costs. - 18 - BOS_Template P-S for web site.doc/TCULVER