SMOLAK & VAUGI HAN 3 Brian G. Vaughan, Esq. ‘72 974-397-5217 | F: 978-327-5219 w ‘an@smolakvavehsa.com ORNE eb December 24, 2014 Via Certified Mail Hon, Donna D. Holaday C/o Richard B. Jones, City Clerk City of Newburyport 60 Pleasant Street ‘Newburyport, MA 01950 City Council Atta: Thomas F, O’Brien, President c/o Richard B. Jones, City Clerk City of Newburyport 60 Pleasant Street Newburyport, MA 01950 Re: Notice Pursuant to M.G.L. ¢. 61A to Sell Agricultural Land and Notice of First Refusal Option to Purchase Approximately 2.919 Acres of Land (known as Lot 8, Low Street) (the “Property”) which is a portion of 183 Low Street depicted on the City of Newburyport Tax Maps as Map 97, Parcel 14 Dear Mayor and Members of the City Couneil: This firm represents Melissa Garand Sherman, Trustee of Mallow Realty Trust, having a mailing address c/o 67 Rattlesnake Road, Andover, MA 01810, the owner of the Property as defined abave (collectively, the “Owner”). On behalf of the Owner, and in accordance with Section 14 of M.G.L. c. 61A, this letter serves as formal notice to the City of Newburyport (the “City”) of the Owner’s intent to self the Property for residential use, The Property is known as Lot 8, Low Street, and constitutes a 2.919-acre (or 127,180 s.f.) portion of the real property currently having an address of 183 Low Street, Newburyport. ‘The Property is more particularly shown as Lot 8 on a plan endorsed by the Newburyport Planning Board (the “ANR Plan”), and the AINR Plan was recorded with the Essex South Registry of Deeds as Plan 50 of Plan Book 445, A copy of the ANR Plan is attached as Exhibit A. The Property is a portion of the 7.5-acre parcel depicted on the City of Newburyport Assessors Parcel Maps as Map 97, Parcel 14, and which is currently known and numbered as 183 Low Street. A copy of the applicable Assessors Map is attached as Exhibit B. A Chapter 61A lien was recorded with the Essex South District Registry of Deeds in Book 9218, Page 54 (the “Chapter 61A Lien”), a copy of which is attached as Exhibit C. (008521491) Kast Mill, 21 High Street, Suite 301, North Andover, MA 01 WWW.SMOLAKVAUGHAN.COMSMOLAK & VAUGHAN LLP Hon. Donna D. Holaday City Council, City of Newburyport December 24, 2014 In accordance with Section 14 of M.G.L. c. 61A, the Owners intend to sell the Property (Lot 8) for residential use. Attached as Exhibit D to this notice is a certified copy of an executed purchase and sale agreement, dated November 17, 2014, which is a “bona fide offer” within the meaning of Section 14 of M.G.L. Chapter 61A, specifying the purchase price of $275,000.00 and all other terms and conditions of the proposed sale. ‘As provided under Section 14 of M.G.L. c. 61A (as most recently amended by Chapter 394 of the Acts of 2006 and effective as of March 22, 2007), in the case of intended sale, the City of Newburyport shall have, for a period of 120 days following the latest date of deposit in the U.S, mail of this notice to the City, a first refusal option to meet a bona fide offer to purchase the Property, On the other hand, if the City decides that it is not in the City’s best interests to exercise its right of first refusal to purchase the Property before the 120-day period expires, the Owner would respectfilly request the City to deliver a notice of non-exercise to the Owner signed by the Mayor (which shall include the name of the record owner of land and a description of the Property adequate for identification) in a form suitable for recording (with the Essex South District Registry of Deeds) as required under Section 14 of M.G.L. Chapter 61A. In accordance with Section 14 of M.G.L. Chapter 61, an affidavit evidencing proof of mailing of this notice to required parties is attached as Exhibit E. On behalf of the Owner, we thank you for your cooperation with this matter, We respectfully request that you contact me at 978-327-5217 should you have any questions or concems, ‘Thank you, Sincerely, Brian Gaughan City of Newburyport Assessor (via certified mail) City of Newburyport Planning Board (via certified mail) City of Newburyport Conservation Commission (via certified mail) State Forester, c/o John P. Murray, Commissioner, Department of Conservation and Recreation (via certified mail) oonesataiviy2,SMOLAK & VAUGHAN LLP Hon. Donna D. Holaday City Council, City of Newburyport December 24, 2014 EXHIBIT A ANR PLAN DEPICTION THE PROPERTY (LOT 8) See copy of plan attached hereto, | | \ | ovosser4y1)3 |SMOLAK & VAUGHAN LLP Hon. Donna D. Holaday City Council, City of Newburyport December 24,2014 EXHBIT B ASSESSORS MAP See copy of plan attached hereto. {ooossansivt}4December 12, 2014 Newburyport MIMAPSMOLAK & VAUGHAN LLP Hon, Donna D. Holaday City Council, City of Newburyport Decomber 24,2014 EXHBIT C RECORDED CHAPTER 614 LIEN See copy of recorded lien attached hereto. {o0088214:v1)5 iOFFICE OF THE BOARD OF AssEscons AGRICULTUNAL OR HORTICULTURAL LAND TAX yen ‘The Beard of Aimee ofthe eliy/town of =. HeesyRYRORT ‘as sccoted and approved the solelon of Ter -—SMOLAK & VAUGHAN LLP | Hon. Donna D. Holaday \ City Council, City of Newburyport December 24, 2014 | \ EXHBITD PURCHASE AGREEMENT Sce copy of Purchase and Sale Agreement attached hereto. { (ov09s214311)6 |ATTORNEY CERTIFICATION 1, Brian G, Vaughan, the undersigned attomey, do hereby certify that attached hereto is a true and correct copy of that certain Purchase and Sale Agreement, dated November 17, 2014 and made by and between Mallow Realty Trust, as Seller, and Montana | Development LLC, as Buyer, concerning property commonly known as “Lot 8” located | at Low Street, Newburyport, Massachusetts (being a portion of property which is also known as 183 Low Street and shown as Parcel 14 on Tax Map 97.) | | Dated: December 24, 2014 Smolak & Vaughan LLP ; 21 High Street, Suite 301 North Andover, MA 01845 | (978) 327-5217 0008591651)‘DoouSign Envelope ID: C26074A8-2860-45F-011C-BOOEBEFACHIS 1. PARTIES AND MAILING 2. DESCRIPTION 3, BUILDINGS, ‘STRUCTURES, IMPROVEMENTS, EXSTURES 4 TTTME.OEED 5.PLANS S. REGISTERED 7. PURCHASE {0084699502} ‘STANDARD FORM PURCHASE AND SALE AGREEMENT This Agroorent prepara this 17”"ay of November, 2014 . Tine i ofthe essence. Melissa Garand Sherman, Trustes of Mallow Realty Tr 410443, Paye 383 of the Essex South Reglstry of Deeds, ‘Andover, MA 01810, hereinafter caled ine SELLER, agross to SELL, and Montana Development, LLC, @ Massachusetts limited tablity company, Frank lovanella, General Manager, with a mailing addross at 22 Wildes Road, Topsfield, MA 01083 hereinatter called the BUYER or PURCHASER, agrees fo BUY, upon the terms hersinaftr set forth, the following descibed premises: Vacant and unimproved lot of land consisting of aporoxmetaly 2.919 ares, _mere or ess, fated off of Law Stret in Newburyport, Massachusetis end being shown and depicted as "Lot 8 ‘on that certain ANR. Plan of Lend recorded wih the Essex South Registry of Deeds on October 30, 2014 at Plan Book 448 ae Plan No, 60 @he"ANR Pan). “The premises hereby conveyed is raw and vacant land. “There are no buildings, structures or improvements ‘and no xis Gr porsonel property which are included with the sale ofthe premises. uid dated May 24, 1990 and recorded at Book tha mailing address at 87 Rattlesnake Road, Said premises ero to be conveyed by a good and sufilent qufccim dood running to the BUYER othe ‘nominee destgrated by tho SUYER by wren neVes tothe SELLER al least seven days before tho deus fs be delivered as herein provided, and sakt deed shal corvey 8 good and clear record and markalabe te thereto, feo om oncurrancos,exzopt (a) Prowsions of existing bulking and zoring laws as of the date of tis Agroamont, {b) Etng igh and obligations in party was wrich ere not the subjct of wit agreement; {c) Such txos for fe then current year as are not due and peyote on tre dato of tho Solvory of euch deed; {cry liens for munihalbetiormonts assessed alr the date of this agreement; {c) Subject to easements end rstoione of recor whch donot subetanbaly aft the use of the prety o Intentionally delted. Th ANR Plan has already been recorded by Soler. Intentionally delete. Tite to the premises is not regletere fan. ‘The agroed purchase price for sak! premises ls $278,000.00 (TWO HUNDRED SEVENTY-FIVE THOUSAND DOLLARS) of which § 13,750.00 have boon pad a a doposithis dy end $261,250.00 ‘are to be paid at the tine of delvery of the deed In cash, oF by cortiled ‘panhier’s treasurers or bank check. BUYERS INTIAL, SELLERS INTIAL $275,000.00 TotetosuSign Envelope ID: C26074A8.2860-40°7-9116-BOUESEFACESS 8. TIME FOR PERFORMANOE 9, POSSESSION ‘AND CONDITION OF PREMISES, 40. FAILURE TO PERFECT TITLE 11, BUYERS ELECTION TO 412, ACCEPTANCE OF DRED 13, USE OF PURCHASE MONEY TOOLEAR TLE 14. INSURANCE 1. ADIUSTMENTS 16. BROKER'S FEE, ooas4es902) ‘Such deod isto be davored at 10:00 o'clock am. on the 28" day oF February, 2015, of if later, on the ‘date which Is ton (10) days after the City of Newburyport elther waives or dows not exercise {by lapse of ‘the 120 day period) its sight of first refusal as provided for in Section 29 of Rider A, a the Essex Sout Rogisty of Deeds, unioss otherwise agread upon in weling. (TIS AGREED THAT TIME IS OF THE ESSENCE ‘OF THIS AGREEMENT. Ful Possession of said premises, FREE OF ALL. TENANTS AND OOCUPANTS, except es herein provided, Ip lo be delivered et tho time of the dalvery of the dod, sald promices tobe than (a) in the samo condition os ‘hey new are, and (b) notin violation of sald bubding and zoning laws, are (c) in comptance wih te provisions ‘of any instrument refered to fn clause 4 hereof. The BUYER shell be entitled to eh Inspection of said premisas prior tothe delivery of the dood in ordor to detormtino whathor the condition thereof complios with the torms of ihis cisuse. lf the SELLER shai be unable to give tile or to make conveyance, or to dover possession ofthe promises, al ‘36 hore siouated, or If at tne time ofthe delivery ofthe deod the premises do not conform wth the provisions heroot, then ary peyments made under this agreement shall be refunded and all other obligations ofthe partes hereto shall coage and thls agreement shal be void and without recourse tothe perties hereto, provided that the SELLER shall uso reasonable offerts io remove any defects in ile, or to ceiver possession a provided hereln, or o make the said premisas conform tothe provislons hereof, 8s the case may be, in which event the SELLER shall givo witon notice thereof to the BUYER at or before the time for performance thereunder, anc ‘hereupon the time for performance horeof shall be extended for a period of thity days. Reasonable efots hereunder shall rot roquie that the Sellar expend greater than $1,500.00 te cure any defect (excopting for payment of any morigage fens or taxes.) ‘The BUYER shall have te election, at thar the aga or any extonded timo for paformanc, to aooopt such tile asthe SELLER can dalver to he said promtoco in thelr then conan and to pay therefor the purchoeo ples lout dads. Tn cose of damage to the promisos by fro orale casual, and unos tho property hal povausy ave bea restored tos fener condon bythe SELLER, the BUYER may athis option, ater Canoe! is agtoement, and rocover all sums paid hereunder or require as pa. of tie egrasment tht fo ‘SELLER pay over or assign on dovery ofthe deed a sums recovered or ecoverable on any end al nureno® cover such damage. “The acceptances of 2 ded by the BUYER or his nomineo as the case may be, shall bo deomad to be a fl performance snd discharge of avery agreamort and obligation herain contained or expressod, oxoapt such as ‘are, by Bh terms heroc, tobe performed after the delvery of said deed. ‘To onablo tho SELLER to make conveyance as herein provided, the SELLER may, atthe time af delivery ofthe dee, use tha purchase money or any potion thereof to vlear the fits of any oral encumrances or interests, provided that el Inewumente 80 procured ara rocordod eimuliancousiy wih the delary of eaid dood or within 3 faasorabe ne fereaternaccornce wih customary pace end In aecdence wih Manne te standards and practice. Unt the delivery of tha dnd, the SELLER shall mainialninguranco on sald premises as follows: As presently Insured Colected-sente, water and sowor uso charges, and taxes forthe then current year, shall bo apportioned apd fiolvalve-shal-bo-adjasiod, as ofthe day of performance of this agreement and the not amount thoraof shal be ‘added to or deducted from, as the case may be, the purchase price payable by the BUYER at the tine of ‘dolery of the deed. unealccted fonts for the-eurrent Festal poncho be-appesinacdii-end ied collected ‘agroamonl Ifthe arnount of sad taxes is not known at tho timo ofthe dolivory of he dood, they shall be ‘Appartioned on the basis ofthe taxes 868oeeed for tho precoding year with a reapportionment ae soon as the nw tax rele and valuation can be ascertained, witch latter provision shall survive the delivery of the Deed. Seller shell be reaponsible 1 cause tha Promisas to bo removed from so-called “Chapter 61A statue” prior to losing in compliance with ML c. 614 §{4 and In accordance with the provision sot forth in the Rider to this Agreement. {A broka’s fee for professional servicas Is due from the SELLER to Lillian Wontalte Signature Properties, the Brokers horoin, pursuant to ard as gat forth in a saparato sgreement betwoen SELLER and sald Broker, unon closing, rocarding of ho dood und payment of the purchase price In full In the event that tie BUYER falls to close and the SELLER retains the deposit as provided for in Section 22 below, the SELLER may retain such depos and no commision shall be duo. BUYER and SELLER each ropresonts ar 0 tho othor that thoy havo.not desi wh ary other broker, erate hegeaseegem | I RST SELLERSDDowuSign Envolop ID: C25074A8-2850-48F7-0110-SDOEBEFACESS 17. BROKER WARRANTY 18. DEPOSIT 19. BUYERS DEFAULT: DAMAGES 22. FINANCING 23. INSPECTION 24, LEAD PAINT 25, SMOKE DETECTOR CERTIFICATE 28, CONSTRUCTION OF AGREEMENT ane92) ‘The Broker(s) named herein Lillan Montalto Signature Properties warrants that they are duly Ucenced as ‘uch by the Commonwealth of Meseachusets ‘All deposts mad hereunder shal be held in escrow by Lilian Montalto Signature Properties [As Escrow Agent, subject fo tha forms of th's agreament and shall be duly accourtod for at the time for Prformance of this agroement, ori tho Broker ls made a party to any lawsuit by virtue of acting ae escrow agont, the Broker shall be onilied io recover reasonable atiomey foes and costs which may be deducted fom ‘escrowed funds, Such foes and costs shell be assessed as court costs in favor ofthe prevaling party ff the BUYER shall fal to fut the BUYER's agreements hore, al doposts made hereunder by the BUYER. shall be retained by the SELLER as lquldated ‘Unless within tity days after the lime for performance ‘ofthis agreement oF any extension hereof, the SELLER othernise natfies the BUYER in wing. This shal be the SELLER'S sole and exclusive remedy in iaw end eqully. ‘Tho Broker narned herein, join in this sgreemont and becomes a party harlo, in so fer as any provisions of this agroomont expressly apply to Brokar, end to ary amendments or modificaions of such provisions to hich hho may agree In wring. “The BUYER acknowledgos that the BUYER has not boon influenced to enter into this transaction nor has BUYER relled upon any warranlos or representations which are not expressly sot forth or incorporated in his _agoment in wring, except forthe folowing adetional warranes and reprosontasons. if any, made by elthor ‘the SELLER or the Broker, Ione, so state: None ‘Tho BUYER shal hold both SELLER end Broker harmless for knoafedge of pubic record. Publi: record sha ‘mean federal, state and munlelpal agencios. Intentionally daleted, There is no fnancing contingsncy. Intentioratly daleted. Thar Is no inspection contingency Intontionaty dloted. Not apptcable. Promises is rawivavent ian, Intentionally deleted. Not appicable. Premises i rawivacent anc. ‘This Instrument, executed in four parts, le to be conetruad undor tha laws of Magsachveotl, Ie to take effct _38 a seaied Insirument, ss forth the entre contract botwoan the partes, Is binding upon and enues to the Donefit of the patties hereto and their respective heis, deviseos, exoculses, administrators, successors and ‘actions, and may be “canceled,” made or amended only by a writen instrument exocutod by the patos hereto or ther legal reprosontativos. Iwo or more persons are named heroin as SELLER or BUYER thelr ‘upton hrconder sel bo jn and wore ct ne BUYERS INITIAL, ‘SELLERS INTIALDDocuSign Envelope ID: C26074A8.286D-48F7.91 1C-BONEBEFACES 2 1 BUYERS acknewoxge tha they have read, reoeived and sled documents anid: ADD MMONAL "2. Selle'- Beserinton-of Property 2. See Rider atachad hereto PROVISIONS a receive, wee TOE OTE SELLER NONTANA DEVELOPMENT LLC Iyfool ty | Nesiow Reacry TRUST f CO eet: Frork lovable, Manogor ee Toate BOER CATE BATE [aessrae4—| EXTENSION “Tho time forthe performance of the forogelng egrvement le sxtoncod unt angie evecsted as 6 soaled agreement ths doy of 18 ‘BUYER BATE ‘SELLER ‘DOVER —TBATE ‘SELLER 7 | EXTENSION REGARDING FINANCING ‘The panios noraby agro that the buyer sha have unt tonotfy the SELLER(s) end Broker in wing of the BUYER'S Inabilly to obtzin a merigege commimen| es prxidod In paragraph 22 ofthe Agroomort. BOVE SLR BUYER SeeoEaaEEE ‘ORIGINAL STGHATURES AN DATES REQUIRED GN ALL COPIES aomens9n29DDocuSign Envelope I: C25074A8-2860-48F7-91 10-BDOEBEFACESS a" TO PUI E AND Seller: Melissa Garand Sherman, Trustee of Mallow Realty Trust Buyer: Montana Development LLC. Date: Novenbert P8014 Property: Lot § as shown on plan recorded with Essex South Registry of Deeds at Plan Book 445, as Plan No. 50, located off Low Street, Newburyport, MA 28. Permitting and Approval Contingency, Buyer's obligations under this Agreement is contingent upon Buyer obtaining a building permit for the construction of a single family residential dwelling on the premises. Buyer shell exercise diligent and commercially reasonably efforts to obtain such building permit. In the event that Buyer bas not obtained such permits on or before February 28, 2015 (the “Permit Approval Date”), Buyer shall have the option to terminate this agreement and receive a refund of the Buyer's deposit. After the Permit Approval Date, the Buyer shall be deemed to have waived any permitting and approval contingency. 29. Conversion of Use of Premises (M.G.L.c..61A). The parties acknowledge that all or & portion of the Premises (the “61A Property”) is subject to special property tax {reaiment pursuant to Massachusetts General Laws Chapter 61A. Buyer acknowledges ‘hat Buyer does not intend to continue the present egriculturelVhorticultural use of the 614 Property after the closing. Pursuant to M.G.L. c. 61A §14, Seller must notify the City of Newburyport of the intended sale and change of use of the GIA Property. After such notice is sent, the City of Newburyport will have a 120-day first refusal option to meet Buyer's offer to purchase the 61A.Properiy. The parties agree that the purchase price for the 61A Property is as described under the terms of this Agreement, in the amount of $275,000.00. If for any reason the structure or the terms of this purchase agreement may need to be modified to conform to the requirements of Chapter 61, including the provisions of Section 14 of Chapter 61A, in order fo facilitate the process for the sale or conversion of the portion of the Promises subject to Chapter 61, then the parties agtee in good faith to modify the terms of such purvbase agreement to facilitate compliance with such process, If the City of Newburyport or its assignee exercises its option to purchase the 61A Propetty as provided in M.G.L. ¢. 61A §14, Seller shall present Buyer with a copy of suck offer, in which eveat this Agreement shall be terminated with all deposits held by SELLER to be retumed to BUYER, and therenpon, all other obligations of the parties hereto shell cease and this Agreement shall be void without ‘recourse to the parties hereto. On the other hand, if the City of Newburyport does not exercise, or waives, its first refusal option, Seller shall provide Buyer with 2 copy of the Chapter 61A offer and supporting documentation related thereto, and Seller shell, as a condition to Closing, obtain and record both a notice of waiver or other appropriate documentation as may be required under Chapter: 614 issued by theCity of Newburyport, and Chapter 61A lien relegse conforming to the WARS ink SEE (te nite ~ ELLERY ini a (coxssrt‘Docusign Envelope ID: C2807HA8-2860-48F7.81 {C-BDUEBEFACES requirements of Chapter 61A, all of which shall be in a form customarily issued by the City of Newbwyport and conforming to Massachusetts Department of Revenue requirements, if eny, and as a condition to Closing, Seller shall pay all taxes due and payable to remove the Property from the restrictions of Chapter 61. 30. Tile Standards. Any matter of practice arising under or relating to this Agreement which is the subject of a title standard or a practice standard of the Real Estate Bar Association at the time for delivery of the deed shall be govened by such title standard or practice standard to the extent applicable. 31. Adjustments. If any crrors or omissions are found to have occurred in any caloulations or figures used in the settlement statement signed by the parties (or would ave been included if not for any such enor or omission) and notice hereof is given within six (6) months of the date of delivery of the deed to the party to be charged, then such party agrees promptly to make a payment to correct the error ar omission. | 32. _ SELLER’s Cooperation, (a) SELLER agrees to provide BUYER’s Lender with iu the SELLER’s social security number or taxpayer ID number and forwarding address at or before the time of closing for reporting purposes consistent with IRC 1099-S; (b) SELLER agrees to complete any morigage payoff information and disclosure requests as } may be necessary andor convenient to allow the closing attomey to request loan payoff information; and (c) to execute and deliver any customary certificates or documents as reasonably requested by Buyer or its counsel at closing, including without limitation concerning conditions and facts related to title or in connection with any financing. 33. Broker, Paragraph 14 (continued). (2) BUYER and SELLER agree to each pO indemnity and hold the other hermless on account of any claim, cost, damage or liability i axising out of any claim for a brokerage commission against either party due to this 5 Agreement made by a broker claiming said party as a customer other than the brokers i named in this Agreement; and (b) The commission shall be eamed if, as and when title i passes and the deed is recorded, and proceeds ae released to the SELLER and not 1 otherwise. The provisions of this paragraph shall survive delivery of the deed; ; 34, Authorization o Sign Extensions and Notices, In order to facilitate the execution il and delivery of certain documents contemplated hereby, each of the undersigned hereby rants to his or her attomey the actual authority to execute and deliver on his or her behalf and (a) ayreement modifying the time for he performance of any event hereunder, or (b) eny notiee that may be given under this Agreement, and the partes may rély upon : the signatures of such attomeys (including faxed signatures) unless they have actual knowledge that the party has disclaimed the authority granted herein to bind him or her, 35, Governing Law. This Agreement and ell Exhibits thereto shall be govemed in accordance with Massachusetts law, to whose jurisdictions the parties hereto submit. RTH TOERSTaRm 8 (ee, er THER AVERT TOVERSToride © TELLERS Tinie ~SPELERS ii { sonne4TO0;1} |Docusign Envelope ID: C28074A8-2080-48F7-011C-BDOEBEFACHAS 36. Entire Agreement. This Agreement, together with the Addendums attached hereto, shall set forth the entire agreement between the parties hereto with respect to the subject matter hereof, and the same shali supersede all prior dealings and communications, whether oral or written, between the parties. If any conflicts or variations exist between the body of this Addendum end the body of the main Agtcement, then the terms of this Addendum shall supersede and control SELLER: BUYER: MALLOW REALTY TRUST MONTANA DEVELOPMENT, LLC i estat i Garevd —— ainsr04 By: ! ind Sherman, Trustee rank lovanella, Manager : : TMT TORT SLRS hae SLR {0084700371}Docusign Envelope ID: €26074A8-2860-45F7-01 C-BDOEBEFACESS RIDER A ADDENDUM TO PURCHASE AND SALE AGREEMENT DATED: 2014 | ‘SELLER: MELISSA GARAND SHERMAN, TRUSTEE, MALLOW REALTY TRUST | BUYER; MONTANA DEVELOPMENT, LLC : PREMISES: LOT 8 LOW STREET, NEWBURYPORT, MASSACHUSETTS 1. Its understood and agreed by the parties that the premises shall not be in conformity ‘with te tie provisions of this Agreement unless: (@) The premises shall abut a publio way, duly laid out or accepted as such by the city or town in which the premises are located, or a private way affonling legal access und ‘egress to and from a public way; (b) No building, structure or improvement of any kind belonging to any other person ‘or entity shall encroach upon the premises. (©)No building, structure of improvement of any kind on the premises shall encroach, ‘upon the property of eny other person, ‘There isto the best of the SELLER'S actual knowledge and belief no pending Jitigation with respect to the premises. 3, To tho best of SELLERS actual knowledge, SELLER is not aware of the installation or existence of any oil tanks on or under the property, 4, Pull possession of said premises isto be delivered a the time of delivery of the deed, said promises tobe thea) inthe seme condition as they now are, reasonable use thereof excepted, and (b) notin violation of building and zoning laws, healt ox environmental Jaws, bylaws, codes or regulation and (c)'n compliance with provisions of any instroment refered +o in clause hereof, ad five of debris and all of SELLER'S possessions. The BUYER, his gents and representatives may visit and inspect the premises prior to the delivery of the-deed ; ‘wit the permission of and reasonable notice to SELLER. : 5. This Rider modifies amends and changes the Purchase and Sale Agreement and any ‘ Addenda thereto and supersedes it. In the event there are any conflicts or discrepancies between the Agreement, Addenda and this Rider, the Rider shall control, ‘Time is of the essence with respect fo each and every term of this Agreement, i SELLER: BUYER: Seon ip @ se Carwyyss/20s8SMOLAK & VAUGHAN LLP ‘Hon, Donna D. Holaday City Council, Cty of Newburyport December 24,2004 EXHBITE AFFIDAVIT OF NOTICE PURSUANT TO SECTION 14 of M.G.L. C. 614 1 certify, under the pains and penalties of perjury that on this 24" day of December, 2014, that on behalf of Melissa Garand Sherman, Trustee of Mallow Realty Trust, the owner of the real property known and numbered as 183 Low Street, Newburyport, Massachusetts, I have sent by certified mail, the attached notice of intent to convert agricultural land to each of the mayor, city council, assessor, planning board, conservation commission and state forester, being the persons and care of the parties listed on Exhibit A attached hereto, all of whom are required to be provided notice in accordance with Section 14 of M.G.L. Chapter 614. Signed this 24" day of December, 2014. attorney for Owner COMMONWEALTH OF MASSACHUSETTS ESSEX, ss. On this 24" day of December, 2014, before me, the undersigned Notary Public, personally appeared Brian G. Vaughan, proved to me through satisfactory evidence of identification, which was a Massachusetts driver’s license, to be the person whose name is signed on the document, above, and acknowledged to me that he signed it voluntarily for its stated purpose. My Commission expires a JOHN T. SMOLAK Notary Public [commonwealth cf Me.sachusetts ‘My Commission Expires November 28, 2019 {o008s2i4v1)7SMOLAK & VAUGHAN LLP Hon, Donna D, Holaday City Couneil, Cty of Newburyport December 24, 2014 EXHIBIT A TO AFFIDAVIT OF NOTICE Mayor, City of Newburyport: Hon. Donna D, Holaday fo Richard B. Jones, City Clerk City of Newburyport 60 Pleasant Street Newburyport, MA 01950 it il, City of Newburyport: City Council ‘Atta; Thomas F. O°Brien, President c/o Richard B. Jones, City Clerk City of Newburyport 60 Pleasant Street ‘Newburyport, MA 01950 City of Newburyport Assessor: Daniel Rayorofi, City Assessor Office of the Assessor City of Newburyport 60 Pleasant Street ‘Newburyport, MA 01950 City of Newburyport Planning Board: Planning Board Jim McCarthy, Chair City of Newburyport 60 Pleasant Street, Newburyport, MA 01950 City of Newburyport Conservation Commission: Conservation Commission Steve Moore, Vice-Chair City of Newburyport 60 Pleasant Street Newburyport, MA 01950 State Forester: State Forester clo Jobn P, Murray, Commissioner Massachusetts Department of Conservation and Recreation 251 Causeway Street, Suite 900 Boston, Massachusetts 02114-2104 o008s2145¥1)8