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TRIPARTITE AGREEMENT TO CONVEY REAL ESTATE AND TO RELEASE OPTION TO PURCHASE This agreement is made this }. Jtt.

day of 2011, by and between Tropic Star Development, LLC (hereinafter, "TROPIC"), the City of Newburyport (here,inafter, "the CITY"), and the Eleanor Woodman Realty Trust, uJd/t dated December 30, 1970, recorded with the Essex South District Registry of Deeds in Book 5744, Page 575 (hereinafter, "the TRUST"), all having the addresses listed herein. WHEREAS, the TRUST is the owner of the land (hereinafter, the "Property") described as "N/F Eleanor Woodman E.S.D.R.D. Bk 5828 Pg 584 Assessor's Map 109 Lot 3 & Lot 3A 26.845 Acres" shown on the plan entitled: "Plan of Land in Newburyport, Massachusetts as Prepared For Millen Family Trust Donna M. & Kristen N. Millen Trs. 79 Storey Avenue, Newburyport, MA & Eleanor Woodman Realty Trust, Eleanor J. Woodman, Trs. 25 Jackman St., Groveland, MA.", prepared by Port Engineering Associates, Inc., dated September 16, 2002, and recorded with the Essex South District Registry of Deeds in Plan Book 362, Plan 34 (the "Plan"); WHEREAS, that portion ofthe Property known as Assessor's Map 109, Lot 3A, and also as 79 Storey Avenue Rear, is classified by the CITY for property tax purposes as agricultural land pursuant to G.L. c.61A (the "Ch. 61A Land"); WHEREAS, the TRUST has entered into a purchase and sale agreement (the "Purchase Agreement") with TROPIC to convey the Property to TROPIC, and has provided a copy of the Purchase Agreement to the CITY by correspondence of July 29, 2011 as a Notice of Intent for the purpose of satisfying the requirements of G.L. c.61A, 14 with respect to the prospective sale ofthe Property (the "Notice"), a copy of the said Notice and Purchase Agreement being attached hereto and incorporated herein as Exhibit A; WHEREAS, the CITY is willing, in return for releasing its option to purchase the Ch. 61A Land to the extent such option has arisen and agreeing not to challenge the sufficiency and validity of the Notice and the Purchase Agreement under G.L. c.61A, 14, and in accordance with the terms and conditions set forth herein, to accept a deed from TROPIC to that portion of the Property shown on the Plan as lying within the R-1 zoning district, together with an access and parking easement for the benefit of such lands (the "Premises", which are more fully defined herein), upon such time as TROPIC shall take title to the Premises pursuant to the Purchase Agreement; WHEREAS, TROPIC is willing to convey the Premises to the CI1Y pursuant to the terms set forth herein; WHEREAS, the TRUST and TROPIC acknowledge that the Property cannot be conveyed or converted to other use until the requirements of G.L. c.61A have been satisfied, and that the CITY, by entering into this agreement and agreeing to conditionally release its option to purchase the Ch. 61A Land and contest the sufficiency and validity of the Notice and Purchase Agreement, will result in a substantial benefit to TROPIC and to the TRUST;

NOW THEREFORE, in consideration of the promises, mutual covenants and conditions set forth herein, the parties agree as follows: 1. The CITY hereby agrees, subject to the conditions set forth herein, to release its rights under G.L. c.61A, 14, whatever they may be, to purchase the Ch. 61A Land in accordance with the tenns of the Purchase Agreement between the TRUST and TROPIC, and to contest the sufficiency and validity of the Notice and Purchase Agreement with respect to the CITY'S rights under that statute. In return for such release, and upon acquisition of the Property from the TRUST, TROPIC agrees to convey the Premises to the CITY. The CITY'S release is conditional upon the following: (a) Conveyance of the Premises to the City in accordance with the tenns of this agreement. (b) The release applies only to the Purchase Agreement and the Notice thereof. The Ch. 61A Land shall otherwise remain subject to the requirements set forth in G.L. c.61A. The CITY does not by this release admit that the Purchase Agreement constitutes (c) a bona fide offer, as that term is defined in G.L. c.61A, 14, that the Notice given to the CITY complies with the requirements of the statute, or that the Purchase Agreement and Notice thereof are sufficient to give rise to the CITY'S option to purchase the Ch. 61A Land. 2. In return for the CITY'S release, as set forth above, and in accordance with the terms set forth below in Section 1 and Section 2, TROPIC shall convey the Premises to the CITY for no additional consideration immediately upon taking title to the Property pursuant to its Purchase Agreement with the TRUST, and shall reimburse the CITY for its costs incurred with respect the this agreement and the resulting transaction, which shall include the CITY'S legal fees. 3. The CITY shall be entitled to specific perfonnance of this agreement in the event TROPIC takes title to the Property and fails to fulfill its obligations under paragraph 2 above. If TROPIC or the TRUST fail to fulfill their obligations under this agreement prior to such event, or in the event this agreement is otherwise terminated, the Notice of Intent provided to the CITY with respect to the Agreement, and the CITY'S release of its rights in reliance on this agreement, shall be of no force and effect, and the CITY shall be entitled to new notice in accordance with G.L. c.61A, 14 prior to a sale or conversion of the Ch. 61A Land. SECTION 1 -- INFORMATION AND DEFINITIONS 1.1 PREMISES: That portion of the land known as 79R Storey Avenue in the City of Newburyport, and as Lot 3A on Newburyport Assessors Map 109, shown as lying within the R-l zoning district on the plan entitled: "Plan of Land in Newburyport, Massachusetts as Prepared

For Millen Family Trust Donna M. & Kristen N. Millen Trs. 79 Storey Avenue, Newburyport, MA & Eleanor Woodman Realty Trust, Eleanor J. Woodman, Trs. 25 Jackman St., Groveland, MA.", prepared by Port Engineering Associates, Inc., dated September 16, 2002, and recorded with the Essex South District Registry of Deeds in Plan Book 362, Plan 34, together with a perpetual easement for access and parking purposes in, upon and through the remainder of the Property sufficient to provide public access to the Premises from Storey Avenue and limited parking for the public (five spaces) in a location on the Property to be mutually agreed upon by the parties. 1.2 CLOSING DATE: the essence. PLACE:
1.3

The closing date specified in the Purchase Agreement. Time is of

Essex South District Registry of Deeds, Salem, MA Quitclaim Deed

Title:

SECTION 2 -- GENERAL PROVISIONS 2.1 Buildings, Structures, Improvements, Fixtures. NI A.

2.2 Title Deed. Said Premises are to be conveyed by a good and sufficient quitclaim deed rUlming to the CITY, or to the assignee or nominee designated by the CITY by written notice to TROPIC at least seven calendar 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) Existing rights and obligations in party walls which are not the subject of written agreement; (c) Such taxes for the then current year as are not due and payable on the date of the delivery of such deed; (d) Any liens for municipal betterments assessed after the date of this Agreement; and (e) Easements, restrictions and reservations of record, if any, provided the same do not interfere with use of and access to the Premises for general municipal purposes. 2.3 Deed. TROPIC shall be responsible for drafting the deed, and shall provide a draft of such deed to CITY'S counsel for review and approval no less than thirty (30) days prior to the Closing Date. 2.4 Plan. TROPIC shall prepare at its cost and deliver to the CITY within sixty (60) days of the date of the agreement, a surveyed plan of the Premises adequate for recording or registration. TROPIC acknowledges that the description of the Premises set forth herein is approximate, the exact location on the ground of the boundary line for the R -1 zoning district being unknown, and that CITY shall have the right, at its sole discretion, to tenninate this agreement without recourse to TROPIC or the TRUST if it is not satisfied for any reason with the final and complete legal description of the Premises provided by TROPIC.

2.5 Registered Title. In addition to the foregoing, if the title to said Premises is registered, said deed shall be in a form sufficient to entitle the CITY to a Cerbficate of Title of said Premises, and TROPIC shall deliver with said deed all instmments, if any, necessary to enable the CITY to obtain such Certificate of Title. 2.6 Possession and Control of Premises. Full possession of the Premises free of all tenants and occupants, except as herein provided, is to be delivered at the time oLthe delivery of the deed, said Premises to be then (a) in the same condition as they now are, reasonable use and wear thereof excepted, and (b) not in violation of said building and zoning laws, and (c) in compliance with provisions of any instmment referred to in clause 2.2 hereof. The CITY shall be entitled personally to inspect said Premises prior to the delivery of the deed in order to determine whether the condition thereof complies with the tenns of this clause. 2.7 Extension to Perfect Title or Make Premises Confonn. If TROPIC shall be unable to give title or to make conveyance, or to deliver possession' of the Premises, all as herein stipulated, or if at the time of the delivery of the deed the Premises do not conform with the provisions hereof, then TROPIC shall use reasonable efforts to remove any defects in title, or to deliver possession as provided herein, or to make the said Premises conform to the provisions hereof, as the case may be, and thereupon the time for performance hereof shall be extended for a period ofthirty (30) calendar days. 2.8 Failure to Perfect Title or Make Premises Confonn. If at the expiration of the extended time TROPIC 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 holder of a mortgage on said Premises shall refuse to pennit the insurance proceeds, if any, to be used for such purposes, then all obligations of the parties hereto shall cease, and this Agreement shall be void without recourse to the parties hereto. 2.9 Buyer's Election to Accept Title. The CITY shall have the election, at either the original or any extended time for performance, to accept such title as TROPIC can deliver to the said Premises in their then condition, in which case TROPIC shall convey such title. 2.10 Acceptance of Deed. The acceptance of a deed by the CITY, or its assignee or nominee as the case may be, shall be deemed to be a full perfonnance 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. 2.11 Use of Money to Clear Title. NI A.

2.12 Taxes and Charges. TROPIC shall be responsible for all water, sewer and other utility charges owing with respect to Premises as of the Closing Date, if any. Real estate taxes for the then current fiscal year shall be adjusted in accordance with G.L. c. 59, 72A, and TROPIC shall pay, prior to closing, all real estate taxes due as of the date of closing. Any taxes paid prior to the closing shall not be refunded. If the amount of said taxes is not known at the time of the

delivery of the deed, they shall be apportioned on the basis of the taxes assessed for the preceding fiscal year. The provisions of this paragraph shall survive the delivery of the deed. 2.13 Brokers. The CITY represents and warrants to the TRUST and TROPIC that it has not contacted any real estate broker in connection with this transaction and was not directed to the TRUST or TROPIC as a result of any services or facilities of any real estate broker. The TRUST and TROPIC agree to defend, indemnify the CITY against and hold it harmless from any claim, loss,damage, costs or liabilities for any brokerage commission or fee which may be asserted against the CITY by any broker in connection with this transaction. The provisions of this paragraph shall survive delivery of the deed. 2.14 Contingencies. the CITY'S perfom1ance hereunder is, at the CITY'S option, expressly subject to the following conditions: (a) The CITY shall have received from TROPIC, no later than thirty (30) days prior to closing, a recordable survey plan of the Premises that is satisfactory to the CITY. Cb) The CITY shall have obtained all approvals and authorizations necessary to allow it to acquire the Premises on the terms set forth herein, which may include, without limitation, a favorable vote of the NeWburyport City Council; (c) The CITY shall have complied with the provisions of G.L. c.30B (the Uniform Procurement Act) for acquisition of real property; (d) TROPIC shall have complied with the disclosure provisions of G.L. c.7, 40J, and TROPIC and the CITY agree to diligently pursue full compliance with said statute. TROPIC hereby agrees to execute a "Disclosure of Beneficial Interests in Real Property Transaction" certificate as required by G.L.c.7, 40J; (e) The CITY shall have inspected the Premises and be satisfied with the condition thereof, which inspection may include an inspection by a qualified person regarding the presence or release of hazardous materials or substances, as defined in G.L. c.2lE, and shall have received a satisfactory report of such inspection; Cf) To the extent applicable, the CITY shall have obtained any pem1its and approvals from any federal, state, or local authorities sufficient to make use of the Premises for the purposes stated herein; and (g) Any other requirements of the Massachusetts General or Special Laws relative to the acquisition of property by the CITY; provided, however, that if any of the foregoing conditions are not satisfied at least seven (7) days prior to the Closing Date, or earlier if specified herein, the CITY shall have the option of extending the closing date until such conditions are satisfied, provided that the CITY shall give TROPIC three days written notice of its exercise of this option.

2.15 Title to Premises. Notwithstanding anything herein contained, the Premises shall not be considered to be in compliance with the provisions ofthis Agreement with respect to title unless: (a) no building, structure or improvement of any kind belonging to any person or entity encroaches upon or under the Premises from other premIses; (b) title to the Premises is insurable, for the benefit of the CITY, by a title insurance company acceptable to the CITY, in a fee owner's policy of title insurance at normal premium rates, in the American Land Title Association form currently in use; (c) all structures and improvements to be conveyed as part of the Premises, if any, shall not encroach upon or under any property not within the lot lines ofthe Premises; 2.16 Affidavits, etc. Simultaneously with the delivery of the deed, TROPIC shall execute and deliver: (a) Affidavits and indemnities with respect to due authority, parties in possession and mechanic's liens to induce the CITY'S title insurance company to issue lender's and owner's policies of title insurance without exception for those matters; (b) An affidavit, satisfying the requirements of Section 1445 of the Internal Revenue Code and regulations issued thereunder, which states, under penalty of perjury, TROPIC'S United States taxpayer identification number, that TROPIC is not a foreign person, and TROPIC'S address (the "1445 Affidavit"); (c) Internal Revenue Service Forn1 W-8 or Form W-9, as applicable, with TROPIC'S tax identification number, and an affidavit furnishing the information required for the filing of Form 1099S with the Internal Revenue Services and stating TROPIC is not subject to back-up withholding; and Cd) such additional and further instruments and documents as may be consistent with this Agreement and customarily and reasonably required by the CITY and/or the CITY'S title insurance company to complete the transactions described in this Agreement. 2.17 Title 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 Real Estate Bar Association at the time for delivery of the deed shall be covered by said title standard or practice standard to the extent applicable. 2.18 Hazardous Materials. The TRUST and TROPIC shall, no later than thiIiy (30) days prior to closing, provide the CITY with information of any past or current release or threat of release, or the presence of "hazardous materials" and "oil" on the Premises, as such terms are defined in G.L. c. 21E, and copies of all environmental tests, studies, and assessments relating to the Premises and copies of all notices of noncompliance or responsibility received from the Department of Environmental Protection or any other federal, state, or local governmental body. The provisions of this paragraph shall survive the delivery of the deed. 2.19 Representations and Warrantie. The TRUST and TROPIC represent and warrant to the CITY, effective as of the date of this Agreement and also effective as of the date of closing, that:

a. To the best of TROPIC'S knowledge, TROPIC will acquire good and clear, record and marketable title to the Premises in fee simple as provided in the Purchase Agreement (with the exception of encumbrances of record, so long as such encumbrances do not prevent TROPIC from delivering good and clear, record and marketable title to the Premises); b. To the best of TROPIC'S knowledge, and with the exception of the CITY'S option to purchase the Ch. 61A Land, and the Purchase Agreement between the TRUST and TROPIC, no options, rights of first refusal, or other contracts have been granted or entered into which give any other patiy a right to purchase or acquire any interest in the Premises;

c. There are no leases, licenses, or other occupancy agreements in effect with respect to any part of the Premises; d. TROPIC has no present knowledge of and will disclose and deliver all received written notices of, any planned or threatened condemnation or eminent domain proceedings with respect to the Premises; e. This Agreement has been duly authorized by all requisite action and to the best of TROPIC'S knowledge, is not in contravention of any law or organizational documents and this Agreement has been duly executed by a duly authorized officer of TROPIC;
f.

To the best of TROPIC'S knowledge, TROPIC'S execution of this Agreement does not violate any other contracts, agreements, or any other arrangements of any nature whatsoever that TROPIC has with third parties.

g. To the best of the TRUST'S and TROPIC'S lmowledge, (i) no hazardous materials or oil have been used, generated, stored, or disposed of at, from or near the Premises (as used in this Agreement, the terms "hazardous materials" and "oil" shall have the meaning given to them in M.O.L.c.21E), (ii) there are no underground storage tanks or other subsurface facilities holding petroleum or oil products currently in use or previously abandoned on the Premises, and (iii) chlordane has not been used as a pesticide on the Premises. h. To the best of the TRUST'S and TROPIC'S knowledge there is not now and has never been in the Premises any asbestos, lead paint or unsafe concentrations of radon gas;
1.

The TRUST and TROPIC have received no written notice from any govemmental authority or agency having jurisdiction over the Premises of any environmental contamination, or the existence of any hazardous materials at the Premises in violation of the Comprehensive Environmental Response, Compensation and Liability Act 42 U.S.C. 9601, et seq. (CERCLA), or any similar federal, state or local statute, rule or regulation.

J.

No petition in bankruptcy (voluntary or otherwise), assignment for the benefit of creditors, or petition seeking reorganization or arrangement or other action under Federal or State bankruptcy laws is pending against or contemplated by TROPIC.

The TRUST and TROPIC will not cause nor, to the best of the TRUST'S and TROPIC'S ability, permit any action to be taken which would cause any of the TRUST'S and TROPIC'S representations or warranties to be false as of closing, and in any event shall notify the CITY of any change in these representations and warranties. The TRUST'S and TROPIC'S representations and warranties shall survive the closing and the delivery of the deed. 2.20 Relocation. TROPIC hereby waives any rights TROPIC may have with respect to relocation assistance or benefits, including, without limitation, those rights and benefits provided pursuant to G.L. c. 79A and 760 CMR 27.00, et seq., and shall defend, indemnify and hold harmless the CITY from any and all claims, damages, losses and costs incurred by the CITY to satisfy any lawful claim for relocation assistance or benefits. The provisions of this section shall survive the delivery of the deed. 2.21 Inspection Rights. The CITY or the CITY'S agent(s) shall have the right, upon at least twenty-four (24) hours prior notice to the TRUST and to TROPIC, which notice may be oral notice, to enter the Premises from time to time at the CITY'S own risk for the purposes of conducting surveys, inspections, and tests, including environmental site assessments. The CITY, to the extent pennitted by law, shall hold the TRUST and TROPIC harmless against any claim by the CITY of any hann to the CITY arising from said entry and shall restore the Premises to substantially the same condition as prior to such entry if the closing does not occur. The CITY'S performance hereunder is expressly conditional, at the CITY'S option, upon the CITY being satisfied, at its sole discretion, with the condition of the Premises and on not having found on the Premises any oil, hazardous waste or hazardous material, or other materials hazardous to health and safety. In the event hazardous waste, hazardous material, or other hazardous substance is found, or the CITY is not satisfied with the condition of the Premises, the CITY shall have the right, to be exercised in its sole and absolute discretion, to (a) terminate this Agreement without recourse, whereupon all the rights and obligations of the parties shall cease, or (b) provide TROPIC with the option, to be exercised in TROPIC'S sole discretion, to repair the condition of the Premises and/or remediate such hazardous condition, with TROPIC paying all of the costs of repair/remediation. If the CITY requests TROPIC to repair the Premises and/or remediate the hazardous condition, and TROPIC elects to undertake the same, the CITY shall perf01111 under the terms of this Agreement, provided, however, that TROPIC repairs the Premises to the .CITY'S reasonable satisfaction and/or remediates the hazardous condition within a reasonable time and in full compliance with all applicable laws, rules, and regulations; otherwise this Agreement shall be null and void and of no further effect between the parties. Nothing herein shall affect the CITY'S rights under this Agreement to walk through and inspect the Premises at any time prior to the delivery of the deed. 2.22 Notices. Any notice required or permitted to be given under this Agreement shall be in writing and signed by the party or the party's atto111ey or agent and shall be deemed to have been given: (a) when delivered by hand, or (b) when sent by Federal Express or other similar courier

service, or (c) when mailed by certified mail, return receipt requested, or (d) upon electronically confirmed receipt of facsimile delivery (provided that such facsimile delivery is promptly followed by one of the other pennitted fonns of notice contained herein), to the party with a copy to the party's attorney at the addresses set forth below: If to TROPIC: Tropic Star Development, LLC 321D Lafayette Road Hampton, NH 03842 Peter J. Saari, Esq. Casassa & Ryan 459 Lafayette Road Hampton, NH 03842 Phone: 603-926-6336 Fax: E-mail:psaari@casassaryan.com City of Newburyport c/o Mayor ofthe City of Newburyport Newburyport City Hall 60 Pleasant Street Newburyport, MA 01950 Jonathan D. Eichman, Esq. Kopelman & Paige, P.C. 101 Arch Street, 1ih Floor Boston, MA 02110 Phone: 617-556-0007 Fax: 617-654-1735 E-mail: jeichman@k-plaw.com Eleanor Woodman Realty Trust 26 Jackman Street Georgetown, Massachusetts 01833 Martin J. Arseneault, Esq. 939 Salem Street, Unit 5 Groveland, MA 01834 Phone: 978-374-3100 Fax: 978-374-3111 E-mail: martin.1awyer@verizon.net

With a copy to its counsel:

If to the CITY:

With a copy to its counsel:

If to the TRUST:

With a copy to its counsel:

2.23 Closing. The deed and plan and other documents required by this Agreement are to be delivered at the date and time of closing and at the place of closing. All documents are to be delivered in escrow subject to prompt rundown of title and recording, which tenn shall include registration in the case of registered land.

2.24 Condition of Premises at Closing. TROPIC agrees to deliver the Premises at the time of delivery of TROPIC'S deed in a condition substantially similar to its condition at the time of the signing of this Agreement, removing all of TROPIC'S personal property therefrom which is not being sold to the CITY, or left for its benefit, as consented to by it. 2.25 Casualty. Notwithstanding anything herein to the contrary, in the event of damage to or destruction of the Premises by fire, vandalism or other casualty, or in the event of a taking of all or part of the Premises by eminent domain by any entity, then at the CITY'S sole option, this Agreement may be terminated. 2.26 2.27 SELLER'S Remedy. N/A. Release by Husband or Wife. N/A.

2.28 Liability of Tlllstee, Shareholder, Fiduciary, etc. If the TRUST, TROPIC or the CITY executes this Agreement in a representative or fiduciary capacity, only the principal or the estate represented shall be bound, and neither the TRUST, TROPIC or the CITY so executing, nor any shareholder or beneficiary of any tlllst, shall be personally liable for any obligation, express or implied, hereunder. 2.29 Extensions. The CITY, the TRUST, and TROPIC hereby authorize their respective attorneys (as the case may be) to execute on their behalf any extensions to the time for perfonnance and any change of location and/or time for delivery of the deed. The parties shall be able to rely upon the signature of said attorneys as binding unless they have actual knowledge before the execution or other consent to such extensions, that either party has disclaimed the authority granted herein to bind them. For purposes of this Agreement, facsimile signatures shall be construed as original. 2.30 Cooperation. The TRUST and TROPIC, at the CITY'S cost and expense, shall cooperate fully with the CITY (including the prompt signing of applications or petitions) in obtaining any and all permits, licenses, easements and other authorizations required for the acquisition, use and operation of the Premises for the purposes stated herein. 2.31 Constlllction of Agreement. This instlllment, executed in multiple counterpmis, is to be constllled as a Massachusetts contract, is to take effect as a sealed instlllment, sets forth the entire contract between the parties, is binding upon and inures to the benefit of the parties hereto and their respective heirs, devisees, executors, administrators, successors and assigns, and may be canceled, modified or amended only by a written instlllment executed by the TRUST, TROPIC and the CITY. 2.32 Captions. The captions and headings throughout this Agreement are for convenience of reference only and the words contained therein shall in no way be held or deemed to define, limit, explain, modify, amplify or add to the interpretation, constlllction or meaning of any provisions of, or the scope or intent of this Agreement, nor in any way affect this Agreement, and shall have no legal effect.

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In Witness whereof, the parties hereto sign this Agreement under seal as of this day of Och,k,v ,2011.

ENT,LLC

CITY OF NEWBURYPORT

By: Its:

ELEANOR WOODMAN REALTY TRUST

435466INBPTIOOO 1

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EXHIBIT A
Elm CHASE AND SATE AGREEMENI
...,...,-: 1'11... THIS AGREEMENT made this __ day of ..Ie/it ,2011 by and between Eleanor Woodman, Trustee ofthe Eleanor Woodman Realty Trust u/d/t dated December 30, 1970 recorded at the Essex South District Registry of Deeds at Book 5744, Page 575 with a mailing address of26 Jackman Street, Georgetown, Massachusetts 01833 (hereinafter referred to as "SELLER") and TROPIC STAR DEVELOPMENT, LIC, a New Hampshire limited liability company of 321D Lafayette Road, Hampton, County of Rockingham, State of New Hampshire 03842, or its Nominee or Assignee (hereinafter refened to as "BUYER").

WIINESSEIH:

WHEREAS SELLER owns the land and related improvements located on Storey Avenue, Newburyport, Massachusetts, known as 79 Storey Avenue and 79 Storey Avenue Rear, Map 109, Lots 3 and 3A, containing 26 acres more or less, as more particularly set fOlih in a Deed dated September 19, 2002 recorded on September 24,2002 at the Essex South District Registry of Deeds at Book 19275, Page 361, a copy of which is attached hereto and incorporated herein and marked as Exhibit A, and also desclibed "N/F ELEANOR WOODMAN E.S.D.R.D. BK 5828 PG 584 ASSESSOR'S MAP 109 LOT 3 & 3A 26.845 +- ACRES" on a plan ofland entitled "PLAN OF LAND IN NEWBURYPORT, MASSACHUSETTS AS PREPARED FOR MILLEN FAMILY TRUSTDONNAM. & KRISTEN N. MILLENTRS. 79 STOREY AVENUE, NEWBURYPORT, MA & ELEANOR WOODMAN REALTY TRUST, ELEANOR J. VlOODMAN, TRS. 26 JACKMAN ST., GROVELAND (sic.), MA." prepared by Port Engineering Associates, Inc. dated September 16, 2002 and recorded at the Essex South Dishict Registry of Deeds at Plan Book 362, Plan 34;a copy of which is attached hereto and incorporated herein and marked as Exhibit B. With all transferable lights and appUlienances pertaining thereto ("PREMISES") WHEREAS SELLER desires to sell PREMISES to BUYER according to tbe tenns provided for herein and; WHEREAS BUYER desires to purchase PREMISES from the SELLER according to the tenus herein; NOW,THEREFORE, in consideration of the promises, mutual covenants and conditions herein, the parties agree as follows (1-30) 1. PURCHASE AND SALE OF REAL ESTATE. The SELLER agrees to sell and convey and the BUYER agrees to purchase the PREMISES for the construction of a phannacy with a drive-through. (the "PROJECT") 2. PURCHASE PRICE. The purchase price for the PREMISES is TWO MILLION

FNE HUNDRED THOUSAND ($2,500,000,00) DOLLARS payable as follows, (a) Upon the signing ofthis Agreement the BUYER shall deliver a deposit in the amount of FNE THOUSAND ($5,000,00) DOLLARS (the" INITIAL DEPOSIT') to be held in a Don-interest bealing escrow account by Martin 1. Arsenault of 939 Salem Street, Unit 5, Groveland, Massachusetts 01834 (the "AGENT"), The INITIAL DEPOSIT will be credited to the amount due at Closing, (b) Upon obtaining rezoning approval to allow the two adjacent properties now owned by Gerald E. Swofford al1d Doris A Swofford (the "SWOFFORD PARCELS))) to be used for the PROJECT purposes, the BUYER shall deliver an additional deposit in the amount of FIFTEEN THOUSAND ($15,000) DOLLARS (the "ADDITIONAL DEPOSIT) to be held by the AGENT in the SaIne manner set forth in paragraph 2(a) the INITIAL DEPOSIT and the ADDITIONAL DEPOSIT are collectively the "DEPOSITS") (c). The TWO MILLION FOUR HUNDRED EIGHTY THOUSAND ($2,480,000,00) DOLLAR balance of the Purchase Price shall be payable at Closing by bank certified check or wire transfer to the settlement agent 3, PLACE OF CLOSING, The closing hereunder shall be held at such location as may be designated by BUYER'S lender or otherwise at the office of Casassa and Ryan, 459 Lafayette Road, Hampton, New Hampshire or such other place as the pmiies mutually agree upon. 4, DATE OF CLOSING, The closing shall be no later than Sixty (60) days from the date on which BUYER notifies SELLER that all the BUYER Contingencies contained in Section 15 of this Agreement have been successfully completed or waived by the BUYER, (the "CLOSING DATE))), The BUYER will give the SELLER notice thiliy (30) days prior to Closing. 5, DEED, The SELLER shall convey the PREMISES by a good al1d sufficient Quitclaim Deed, The SELLER shall sign all customary affidavits necessary to pennit the BlJYER to obtain such title insurance as may be required by the BUYER and/or BUYER'S lender. Said deed shall convey a good and clear record and marketable title thereto, free i-om encumbrances, except: (a) (b) (c) (d) Provisions of existing building and zoning laws; Such taxes for the then current yeal- as are not due and payable on the date of the delivery of such deed; ArlJ liens for municipal bettennents assessed after the date of this agreement; 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 or the Project; Matters that would be disclosed by an accurate survey ofthe PREMISES,

(e)

6, EXAMINATION OF TITLE, If the BUYER desires an examination of the title BUYER shall pay the cost of same, BUYER shall complete such title examination with thirty (30) days after full execution of this Agreement If upon examination of the title BUYER finds that the
2

title is not clear and marketable then this Agreement may be rescinded at the option of the BUYER upon written notice to the SELLER. Such notice shall entitle the BUYER to a refund of any DEPOSITS upon which this Agreement shall be null and void. In the event the BUYER elects not to so rescind, the SELLER shall remain obligated to convey the PREMISES in accordance with the requirements herein. 7. TITLE. If the SELLER is unable to give title or to make conveyance, or to deliver possession of the PREMISES, all as herein stipulated, or if at the time of the delivery of the deed the PREMISES do not confonn with the provisions hereof, then any DEPOSITS 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 unless the SELLER elects to use reasonable efforts to remove any defects in title, or to deliver possession as provided herein, or to make the said PREMISES confonn to the provisions hereof, as the case may be, in which event the SELLER shall give written notice thereof to the BUYER at or before the time for performance hereunder, and thereupon the time for perfonnance hereof shall be extended for a period of thirty (30) days. As used herein the term "reasonable efforts" shall not require the SELLER to expend in excess of one half of one . percent (.005) ofthe purchase price exclusive of attomey fees in removing any defect in title. 8. 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 confoml, as the case may be, all as herein agreed, or if at any time during the period oftbis agreement or any extension thereof, the holder of a mortgage on said PREMISES shall refuse to pennit the insurance proceeds, if any, to be used for such purposes, then, at the BUYER'S election, 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 and without recourse to the parties hereto. 9. BUYER'S ELECTION TO ACCEPT TITLE. The BUYER shall have the election, at either the original or any extended time for perfom1ance, to accept such title as the SELLER can deliver to the said PREMISES in their then condition and to pay therefor the purchase price without deduction, in which case the SELLER sha1i 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 dama.ged by fire or casualty insured against, then, unless the SELLER has previously restored the PREMISES to their fomler condition BIJYER may elect either to (a) close upon condition that the SELLER has removed the damaged or destroyed structure and all debris from the PREMISES, or

(b) pay over or assign to the BUYER, on delivery of the deed, all amounts recovered or recoverable on account of such insurance, less any amounts reasonably expended by the SELLER for any partial restoration or removal of the structure and debris from the premises, or
(c) if a holder of a mortgage on said PREMISES does not pem1it the insurance proceeds or a p31i thereofto be used to restore the said PREMISES to their fonner condition
3

or to be so paid over or assigned, receive from the SELLER a credit against the purchase price, on delivery of the deed, equal to said amounts so recovered or recoverable and retained by the holder of the said mortgage less any amounts reasonably expended by the SELLER for any partial restoration. 10. 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 perfonnance and discharge of every agreement and obligation herein contained or expressed, except such as are, by the tenns hereof, to be perfonned after the delivery of said deed 11. USE OF 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 pOliion thereof to clear the title of any or all encumbrances or interests, provided that all instruments so procured are recorded within a reasonable period of time after the delivery of said deed and the BUYER receives good and marketable title and is able to obtain Owner's and Lender's title insurance without exception for said matter and at standard rates. 12. POSSESSION. At the time of closing, the SELLER shall convey and transfer possession of the PREMISES free of all tenants, personal property, and encumbrances except as herein stated is to be given at the time of closing. 13 . PRORATIONS: Real estate taxes, special assessments, water and sewage bills and rents and :Cvel in tanks or bins shall be prorated as of the date of closing. SELLER shall pay the real estate transfer taxes as required by Massachusetts law. All recording fees shall be paid according to the customary practice for real estate closings in Essex County. 14. PROVISIONS RELATED TO MGL C. 61A. The SELLER has disclosed to the BUYER that a pOliion of the PREMISES is subject to the provisions of Massachusetts General Laws Chapter 6lA, which pOliion is shown as Lot 109-3A, on the NewburypOli tax (the "RESIDENTIAL PARCEL") The BUYER has agreed with the City of Newb1..l1yport that, after, the closing herein, the BUYER shall convey the RESIDENTIAL PARCEL to the City of Newburyport and the City of NewbUlyport has agreed that, on account of such conveyance, the CITY will waive its lights under MGL C. 61A, notwithstanding which the SELLER, shall file a notice of intent to sell for other use and any ofthe other documents under MGL C. 61A 14 as to the RESIDENTIAL PARCEL. The remainder of the PREMISES, which is shown as Lot 109-3 on the City of NewburypOli tax maps (tbe "DEVELOPMENT PARCEL") is zoned commercial and is not subject to the provisions ofMGL C. 61A. 15. BUYER'S CONTINGENCIES. The BUYER shall have the following contingencies, the failure to satisfy anyone of the which shall give the BUYER, at its option, the right to rescind this Agreement, in which event the ESCROW AGENT shall refund the DEPOSIT to the BUYER forthwith and without fuliher need of documentation, upon which this Agreement shall be null and void. (a)
AdditionaL A cqJJisitions...

The near or simultaneous acquisition of the


4

SWOFFORD PARCELS, SWOFFORD PARCELS,

The BUYER shall use good faith efforts to acqUlre the

(b) H3Z3rdOllS Wa ste. The SELLER represents and warrants that it has Dot received any notices of violations of any State or Federal enviromnentallaws and is not aware of any such violations, Upon execution of this Agreement, the SELLER shall provide the BUYER with copies of all site assessments, reports, test results and any other information relative to the'PREMISES that are in the SELLER'S possession, The BUYER shall have the light to inspect the PREMISES for hazardous waste or other environmental matters. Such inspections shall be at the BUYER'S sole cost and expense and shall be done no later the sixty (60) days after the receipt of approval of this transaction from CVS/Caremark Corp as to the DEVELOPMENT PARCEL only. The BUYER shall provide the SELLER with evidence of adequate insurance prior to performing such inspections. If the results of said inspections indicate that the PREMISES is in violation of federal or state law with regard to the presence of hazardous materials, the BUYER at its option my rescind this agreement on written notice to the SELLER delivered within fOUlieen (14) days of the receipt by the BUYER of its inspection repOli, Upon receipt of the notice required by the previous sentence the agreement between the parties shall be void and without recourse to either party and the BUYER shall receive retUl11 of the DEPOSITS as its sole and exclusive remedy, The SELLER agrees to cooperate with any reasonable requests fl:om the BUYER regarding such inspections and to provide all repOlis and infom1ation that SELLER has regarding any enviroID11ental matters associated with the PREMJSES and the present and past uses thereof and the BUYER shall provide the SELLER with the results of any inspections pl'efonned under this Agreement, provided that neither party shall discuss the contents of same to any person or entity other than that party's attorneys, agents, engineers, or environmental remediation persons or entities unless the BUYER elects not to rescind this Agreement. BUYER'S time to perform under this paragraph s11a11 run concurrently with subparagraph C below. (c) Investigation period As to the DEVELOPMENT PARCEL and the SWOFFORD PARCELS only, BU1'ER shall have sixty (60) days after the date on which the BUYER notifies the SELLER that subparagraph (d) of this paragraph 15 has been successfully completed or waived to investigate the City's zoning regulations, perfom1 soil tests and or structural testing to determine if the site is adequate for the PROJECT. Such evaluation shall be at the BUYER'S sole cost and expense, If BUYER is not satisfied with any of his findings, BUYER shall have the right to rescind this Agreement, provided that he provides SELLER notice of such election within the sixty (60) days allowed under this subparagraph( c), failing which this contingency shall be deemed waived. For the purposes of this agreement the sixty (60) day time period in paragraphs (b) and (c) hereunder shall run concurrently, (d) Project Acceptance... As to the DEVELOPMENT PARCEL and the SWOFFORD PARCELS only, BUYER shall have received approval of the real estate transaction for the PROJECT from CVS/Caremark Corporation within one hundred twenty (120) days after the date of this Agreement. In the event the BUYER has not received such
5

approval by the end of said period the BUYER shall have the right to extend this time frame for one additional period of sixty (60) days provided that the BUYER notifies the SELLER of such election within said one hundred twenty (120) day period, or this contingency shall be deemed waived. Once the BUYER has received final CVS approval, the DEPOSITS shall become nonrefundable except in the event of the SELLERS default or as provided in paragraph 22, but applicable to the purchase price (e) CONVEYANCE TO crly. In the event the conveyance from the BUYER to the City contemplated by Paragraph 14 is for any reason not able to be completed either party may rescind this Agreement provided that any DEPOSITS which have become nomefundable by that time shall remain nonrefundable. (f) Approvals. As to the DEVELOPMENT PARCEL and the SWOFFORD PARCELS only, BUYER shall have received all necessary pennits and approvals as to which all applicable appeals periods have expired without any such appeals having been filed or, if filed, having been dismissed. within one hlmdred eighty (180) days from the expiration or successful completion of subparagraph (d) above (the "Initial Pennitting Tenl1") from any local, state or federal authorities having jurisdiction. The BUYER shall submit all necessary applications for said permits and approvals in a timely manner. In the event that the BUYER has not received its permits and approvals within the allotted time frame, but is diligently pursuing same, then the BUYER may extend this contract for tbree (3) additional sixty (60) day periods, by depositing the amount of $10,000 with the ESCROW AGENT for each extension as they are exercised, Pilor to the expiration of the Initial Permitting Term. These deposits shall be nomefundable except in the event of SELLER'S default or as provided in paragraph 22, but applicable to the purchase price. Provided however that the BUYER agrees to complete the purchase as soon as the contingencies provided for herein are satisfied nothwithstanding that there may be allowable time remaining under this Agreement. (g). Appf,als In the event any appeal is filed from any approval, the BUYER shall have the right to rescind this Agreement or to contest such appeal. In the event of such appeal and the BUYER'S election to contest same this Agreement shall be extended from the duration of each appeal with payment by the BUYER of an additional deposit in the amount of $10,000 for each sixty (60) day pellod, which deposits shall be non-refundable but applicable to the purchase pllce. In the event that such appeal is resolved unfavorably to the BUYER the BUYER shall have the right to rescind this Agreement. 16. BUYER'S COSTS. The BUYER agrees to pay all costs associated with the local, State and federal approval process, including any appeals. 17. BROKER'S DISCLOSURE. All of the Parties have been made aware that Scott Mitchell, a principal of the BUYER, is a licensed real estate broker in the State of New Hampshire and in the Commonwealth of Massachusetts. The SELLER is not responsible for any brokerage commission to him, but is responsible for the payment of any cOlmnission owing to any broker or agent the SELLER has engaged.

18. COOPERATION. The SELLER agrees to cooperate fully with the BUYER in seeking timely public approvals and for the completion of the sale contemplated herein. The SELLER agrees to use its good faith efforts to provide any assistance it reasonably can to the BUYER throughout the development process, i11cludi11g but not limited to, signing applications as needed and attending hearings as requested by the BUYER. 19. BUYER'S RIGHT TO ENTER THE PREMISES. So long as this Agreement reumins in effect the BUYER, or its authorized agents, shall have the right to enter the PREMISES upon twenty-four (24) hours notice to the SELLER and perfonn such survey work, engineering tests, enviromnental assessments, soils tests and other inspections as required hereunder. The BUYER agrees it will not disturb the land other than for necessary tests 311d soil samples. The BUYER shall retmn the land as close to its present condition as is practical at the BUYER'S sole cost If the BUYER fails to purchase the PREMISES and fails to perf0n11 such restoration, the SELLER shall have the right to use all or any portion of the DEPOSITS for said purpose in which event the AGENT shall deliver such amou11t to the SELLER within ten (10) business days after receipt or written notice, (including an estimate/invoice for the repair/replacement of the land to its present condition) of the request If BUYER fails to perf0n11 hereunder for any reason it agrees to deliver at no cost to SELLER within five days of the revocation or termination of this Agreement the Oliginals of any and all survey work, plans, draWings, applications, studies and any and all documents of any descriptioll_ related to its irl\Jestigation, or applicatio11 for penIlitti11g 011 tIle PREMISES.
20. INSURANCE/INDEMNIFICATION. The SELLER agrees, until the Closing, to keep all buildings, if any, insured against fIre, with extended coverage at current levels.

21. FURTHER COOPERATION/FURTHER DOCUMENTATION. The SELLER and the BUYER agree to cooperate with one another on and after the execution of this Agreement by fumishing any additional information and by executing and delivering any additional document as may be reasonably required by either party or by their respective counsel in order to fully implement this transaction. 22. CONDEMNATION. If prior to the closing 311Yor all of the PREMISES is condenmed or is taken in the exercise of the power of eminent domain or by the way of sale in lieu thereof, the BUYER shall have the option, to be exercised in writing within thirty (30) days after receipt of notice from the SELLER of condemnation or tabng of the PREMISES, to rescind this Agreement and receive back the DEPOSITS. If the BUYER does not exercise its right to rescind this Agreem,ent, then this Agreement shall remain in full force aDd effect and the purchase and sale contemplated herein, less any interest taken by condenmation or by sale in lieu of condelIDlation, shall be consummated with no further adjustment The SELLER shall at the Closing assign, . transfer and settle with the BUYER all the SELLER'S right, title and interest in and to any awards that have been or that may have to be made for such tabng of the PREMISES. The SELLER agrees to notify the BUYER immediately in writing of any notice received by the SELLER in connection with any taking or threat of tabng 311d further agrees not to nego'Liate any settlement without the consent in writing of the BUYER so long as thisAgreement remains in full force.
7

23. DEFAULT. (a) In the event the BUYER'S default in the performance of its obligations under this Agreement, the SELLER shall have the right to tenninate this Agreement, in which event the DEPOSITS shall be paid over to the SELLER as SELLER'S sole remedy against the BUYER at law or in equity. (b) In the event the SELLER'S default in the perfoDl1ance of its obligations under this Agreement, except as may be otherwise specifically provided for herein, the BUYER shall have the right to either: (a) bling suit to specifically enforce this Agreement or (b) pursue any remedies at law or in equity against the SELLER for the BUYER'S expenditures relating to the PROJECT and other damages, and (c) receive the DEPOSITS. 24. EXPENSES. Except where othervvise specifically provided herein, each party shall pay its own expenses incuned by or on its behalf in connection with the authorization, preparation, execution and perfonnance of this Agreement including without limitation, all fees and expenses of agents representative, counsel and accountants 25. ASSIGNMENTS OR AMENDMENTS. This Agreement may not be assigned other tll311 to an entity irl 'llhich one or more of the PD11Cipals of t11e BLT':r"EF", is/are a prillcipal, a111 ended, modified, altered or changed in any respect whatsoever except by a further agreement in writing duly ex.ecuted by both parties hereto. The BUYER shall make such disclosures to the SELLER as it shall reasonably require as a condition of SELLER'S approval of any such assignment. 26. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the pmiies and may not be orally amended or modified. All understandings m1d agreements theretofore existing between the parties are merged into this Agreement and this Agreement alone fully and completely expresses the agreement ofthe parties hereto. 27. SUCCESSORS. This Agreement shall be binding on and for the benefit ofthe parties hereto and their respective heirs, assigns, successors or personal representative(s). 28. The BUYER and SELLER agree to keep the terms of this Agreement confidential. Specifically excluded from this confidentiality agreement is any disclosure related to financing, disclosure related to the approval process, and any disclosure required in litigation before a cOUli of competent jurisdiction or subject to subpoena powers exercised by any state, local or federal authority. 29. CONTINGENT OFFERS. The SELLER acknowledges that it is expressly prohibited from negotiating, signing and delivering any contract for the purchase, lease or the placing of any restrictive encumbrance for the PREMISES, which the BUYER contemplates acquiring under the tenns of this Agreement, while this Agreement is in full force and effect.

30. MISCELLANEOUS. (a) This Agreement may be executed in separate counterp31is. It shall be fully executed when each party whose signature is required has signed at least one counterpart even though no one counterpart contains the signatures of all the parties. (b) The parties agree from time to time upon reasonable notice and request to execute and deliver all papers and documents and take all actions necessary or convenient to effectuate the transactions and the obligations contemplated herein. No modifi cation, amendment or waiver of any of the provisions of this ( c) Agreement shall be effective unless in writing for considerations specifically refening hereto and executed by both p31iies and may not be 31nended or modified by oral agreement or by course of conduct. (d) All prior negotiations have merged into this Agreement and this Agreement represents the entire understanding ofthe parties. The invalidity or unenforceability of any particular prOVlSlon of this (e) agreement ;shall not affect the other provisions hereof and this agreement shall be constru.ed in all respects as if suc11 invalid or unel1forceable provisiollS \vere 0111itted.
(f) Force Majeure, Limitations of Liability. In any case where either party hereto is required to do any act, delays caused by or resulting from an Act of God, war, civil commotion, fire or other casualty, labor difficulties, sholiages of labor, materials or equipment, govemmental regulations or other causes beyond such party's reasonable control shall not be counted in detennining the time during which the permits and Board or Agency in the City of NewburypOli or the approvals are pending before Commonwealth of Massachusetts shall be obtained, only so long as BUYER is exercising reasonable diligence to obtain such permits or approvals, or for any cause beyond BUYER'S control, or for 3111 cause due to 3111 act or neglect of Seller or its servants, agents, employees, licensees, or 31ly person claiming by, through or under SELLER, and in no event shall BUYER ever be liable to SELLER for any indirect or consequential d31nages.

(g) This instrument constitutes the entire agreement of the parties hereto and the failure to enforce at any time any of the provisions of this Agreement or to require at any time the perfonnance by the other p31iy of any of the provisions will not affect either the validity of this Agreement or to any part hereof or the right of either party thereafter to enforce each and every such provision in accordance with the temlS of this Agreement. (h) If either p31iy executes this document in a representative capacity for a Trust, Corporation, Limited Liability Comp311Y or other entity, the execution of this document shall not create any personal liability related to this document absent that individual's gross negligence.
9

IN W1TNESS WHEREOF the parties have hereunto set their hands on the day and year first above written. ELEANOR WOODMAN REALTY TRUST

,C...L ()vff tl1 t:Ln ,/./lAA4> Eleanor Woodman, Tmstee Date SELLER

--<'.6

--

TROPIC STAR DEVELOPMENT,LLC

Date

10

-'-"--,--,"-------'

I
ELEANOR WOODMAN of Georgetown, Essex COlmty, Massachusetts for consideration paid and in full consideration of --------ONE DOLLAR (S1.00) AND OTHER VALUABLE CONSIDERATION------grant to ELEANOR J. WOODMAN, TRUSTEE OF THE ELEANOR WOODMAN REALTY TRUST u/d/t dated December 30, 191() lind recorded ill Essex South District Registry of Deeds Book 5744 Page 575 of Georgetown, Essex County, Massachusetts with quitclaim covenants the land in Newburyport, with the buildings thereon, situated on the road leading from Newburyport to West Newbury, called Storey Avenue, bounded and described as fullows: WESTERLY by land now or formerly of Gerald E. Swofford, ex, TNG Merrimack Place LLC and Oleo Realty Trust, Norman R. Marineau, Trustee a distance of2,251.26 feet;

2002092400!49 Bk: 19275 Pg:36!


(;8/24/2002
DEED POl 111

SOUTHEASTERLY by land now or formerly of Crow La.'le Realty Trust Geraldine B. Colby, Trustee and New Ventures Associates, LLC a distance of 639.83 feet; EASTERLY by land now or formerly of the Millen Family Trust, Donna M. Millen and Kristen N, Millen, Trustees a distance of 1605.01 feet;

NORYHEASTERL Y by land now or formerly of JOM F. Donoghue, et ux, East West Realty Trust, Ralph V. Mirra & Antonio Norino, Trustees, Low Street Realty Trust, Ie. Reppucci & B.1. Christopher, Trustees, Shell Oil Company a distance of828.89 feet; NORTHERLY by Storey Avenue a distance ofl03.71 feet.

Said parcel containing 26.845 acres more or less as shown on "Plan of Land in Newburyport, Massachusetts as prepared for the Millen Family Trust, Donna M. & Kristen N. Millen, Trs. & Eleanor Woodman Realty Trust, Eleanor J. Woodman, Trs., Port Engineering Associates, Inc., One Elarris Street, Newburyport, Massachusetts, dated September 16,2002" Being a portion of the premises conveyed to the Grantor by deed of Elizabeth B. WoocLTD.3Il by deed dated July 9, 1971 and recorded in Essex South District Registry of Deeds Book 5828, Page 584, The consideration of this deed is such tbat no revenue stamps are required.

WITNESS my hand and seal this

/9

day of September, 2002

Eleanor Woodman COMMONWEALTH OF MASSACHUSETTS Essex, ss

!9

,2002

Then personally appeared the above named Eleanor Wooclrrum and acknowledged the foregoing to be her free act and deed before me,

ublic

My C

. sion Expires:'

Usa M. O'Shea

Notary Pubflo
My comm1sslon axplms; July 21, 2006

f
l

I
I

i nl. ' .
,

III I!'I t
XBt"

j!11

iIi

Notice of Intent to Sell Real Property MGL c. 61A 14

Owner: Eleanor Woodman Realty Trust 26 Jackman Street Georgetown, MA 01833 (978) 352-7023 Property Address: 79R Storey Ayenue, Newburyport, MA Assessor's Map 109 Lot 3A, 26.8399 acres +/Deed Reference: Essex South District Registry of Deeds Book 19275 Page 361 Plan Reference: Essex South District Registry of Deeds Plan Book 362 Plan 34

Notice is hereby given of the intent of Eleanor J. Woodman, Trustee of the Eleanor Woodman Realty Trust under a Declaration of Trust dated December 30,1970 and recorded at the Essex South District Registry of Deeds in Book 5744, Page 575 (the "Trust") to sell the above captioned real property subject to MOL c. 6lA to Tropic Star Development, LLC of321D Lafayette Road, Hampton, New Hampshire 03 842 (the "Buyer"). It is the intent to the buyer to develop the property for the construction of a pharmacy with a drive through and other permitted uses. The purchase price for the property is two million five hundred thousand and noilOO dollars ($2,500,000.00). Attached are a true and accurate copy of the Purchase and Sale Agreement between the Trust and the Buyer, a copy of the City's map showing the location of the property and a waiver ofthe option to purchase for the City's convenience. Eleanor Woodman Realty Trust By Its Attomey:

L
Martin J.

'ILL
I
Esquire

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