HomeMy WebLinkAboutAgenda - City Council - 12/14/2009 - Declaration for 19 Gregory Drive 5.1d ,C., CA-1\
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DECLARATION 0(.)•PC 1p)
FOR V2\t`tA
19 GREGORY DRIVE,
A CONDOMINIUM
•
R.E.M. Development Company, LLC, a Vermont limited liability company with a
principal place of business in Williston, County of Chittenden and State of Vermont, does hereby
submit the real property located in the City of South Burlington, Vermont, described in Exhibit
A (the "Property"), to the provisions of the Vermont Common Interest Ownership Act, Title 27A
§1-101 - §4-120(the "Act"), and hereby creates, with respect to the Property, a condominium to
be known as "19 Gregory Drive" (the "Condominium")which shall be created, held, sold,
transferred, conveyed, used, occupied, mortgaged, or otherwise encumbered subject to the
reservations, covenants, conditions, restrictions, easements, assessments, and liens hereinafter set
forth which are for the purpose of protecting the value and desirability of the Property, and
which shall run with the title to the Property, and which shall be binding on all parties having
any right, title or interest in or to the Property or any part thereof, and their respective heirs, legal
representatives, successors and assigns, and shall inure to the benefit of each and every owner of
all or any portion of the Property.
ARTICLE I
Definitions
Each term used herein shall have the meaning specified in this Declaration or the By-
Laws of the 19 Gregory Drive Owners Association, Inc. attached hereto as Exhibit E (the "By-
Laws"), or if not otherwise defined in this Declaration or the By-Laws, then as defined in the
Act:
Section 1.1 Act means the Vermont Common Interest Ownership Act(27A V.S.A. §1-
101 et. seq.)
Section 1.2 Allocated Interests means the undivided interest in the Common Elements,
the Common Expense Liability and votes in the Association.
Section 1.3 Assessment means the amount assessed against the owners of each Unit from
time to time by the Association.
Section 1.4 Association or Unit Owners' Association means the 19 Gregory Drive
Owners Association, Inc., a Vermont non-profit corporation organized under Section 3-101 of
the Act.
Section 1.5 Building means the structure and related improvements that contain the
Units in the Condominium.
Section 1.6 By-Laws means the By-Laws of the Association, attached hereto as Exhibit
E, as amended from time to time.
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Section 1.7 Common Elements means all portions of the Condominium other than the
Units.
Section 1.8 Common Expenses means expenditures made by or financial liabilities of
the Association and any allocations to reserves.
Section 1.9 Common Expense Liability means the liability for the Common Expenses
allocated to each Unit pursuant to Section 2-107 of the Act. Such expenses do not include any
expenses required for the Declarant to comply with any state or municipal permits.
Section 1.10 Condominium means 19 Gregory Drive, a Common Interest Community in
which portions of real estate (the Units) are designated for separate ownership and the remaining
portions of the real estate(the Common Elements) are designated for common ownership solely
by the owners of the Units.
Section 1.11 Condominium Plan means the plans entitled: (a) "19 Gregory Drive,
R.E.M. Development Company, LLC, Lot 2-Green Tree Park, South Burlington, Vermont"
prepared by Lamoureux&Dickinson, dated July 31, 2007 (the"Condominium Plan") and
recorded in Map Slide , Map# of the City of South Burlington Land Records(the"Land
Records), a copy of which is attached hereto as Exhibit C; and (b)The plan depicting the east,
north, west, and south elevations of the Building entitled"19 Gregory Drive, South Burlington,
VT Condominium Building, Units 1 & 2 Exterior Elevations", Sheet Number X-3, prepared by_
, dated October 5, 2009 and recorded in Map Slide of the City of
South Burlington Land Records, a copy of which is attached hereto as Exhibit C-1.
Section 1.12 Declarant means R.E.M. Development Company, LLC, its successors or
assigns.
Section 1.13 Declaration means this Document, including any amendments.
Section 1.14 Development Rights means the rights reserved by the Declarant under this
Declaration to create Units, Common Elements and Limited Common Elements within the
Condominium, or add or withdraw real estate from the Condominium.
Section 1.15 Executive Board means the board of directors charged with the
management and operation of the Association organized under §3-101 of the Act.
Section 1.16 Floor Plans means the following plans: (a)"19 Gregory Drive, South
Burlington, VT Condominium Building, Units 1 & 2,First Floor Plan," Sheet Number X-1,
prepared by R.E.M. Development Company, LLC, dated October 5, 2009(the"First Floor
Plan"), a copy of which is attached hereto as Exhibit C-2, certifying the location and dimensions
of Unit 2 on the first floor of the Building; and (b)"19 Gregory Drive, South Burlington, VT
Condominium Building, Units 1 &2, Second Floor Plan," Sheet Number X-2, prepared by
R.E.M. Development Company, LLC, dated October 5, 2009, (the"Second Floor Plan"), a copy
of which is attached hereto as Exhibit C-3, certifying the location and dimensions of each of the
commercial Units on the second floor of the Building.
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Section 1.18 Identifying Number means a symbol or address that identifies only one
Unit in the Common Interest Community.
Section 1.19 Improvements means any construction on the land included in the
Condominium, including but not limited to, buildings, trees, and shrubbery planted by the
Declarant or the Association, paving, and utilities.
Section 1.20 Limited Common Elements means a portion of the Common Elements
allocated by this Declaration or by operation of Subdivision 2-102(2) or(4) of the Act for the
exclusive use of one or more, but fewer than all of the Units.
Section 1.21 Personal Property means those fixtures not otherwise set out as Limited
Common Elements and allocated for the exclusive use of one or more, but fewer than all of the
Units.
Section 1.22 Property means the land together with all Improvements, easements, rights
and appurtenances, which have been submitted to the provisions of the Act by this Declaration.
Section 1.23 Rules and Regulations means the rules for the use of Units and Common
Elements and for the conduct of persons within the Condominium, as adopted by the Executive
Board from time to time, pursuant to this Declaration and the By-Laws.
Section 1.24 Unit means a physical portion of the Condominium designated for separate
ownership or occupancy, the boundaries of which are described in Article IV of this Declaration.
Section 1.25 Unit Owner means the Declarant or other person who owns a Unit. Unit
Owner does not include a person having an interest in a Unit solely as security for an obligation.
The Declarant is the initial owner of any Unit created by this Declaration.
ARTICLE II
Name and Type of Common Interest
Community and Association
Section 2.1 -Common Interest Community. The name of the Common Interest
Community is 19 Gregory Drive, a Commercial Condominium.
Section 2.2-Association or Unit Owners Association. The name of the Association is
19 Gregory Drive Owners Association, Inc.
ARTICLE III
Condominium Property
Section 3.1 -Property. The Property consists of all and the same lands and premises,
together with improvements thereon, and all easements benefiting and burdening the Property,
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and rights appurtenant thereto, as described in Exhibit A and Exhibit B, subject to the
Declarant's rights reserved in Article V hereof.
Section 3.2-Description of Condominium Generally. As of the date hereof, the
Declarant intends to eventually develop the Property as a commercial condominium
development consisting of two (2)Units, in one(1)Building, all as substantially depicted on the
Condominium Plan and the Floor Plans.
ARTICLE IV
Maximum Number of Units, Identification,Boundaries,
and Types
Section 4.1 -Number of Units. As of the date hereof, Declarant intends to develop the
Property as a condominium development consisting of two (2) commercial Units in one(1)
Building, located as depicted on the Condominium Plan and the Floor Plans, subject to
Declarant's reserved rights set forth in Article V.
If additional Units are added to the Condominium, the Allocated Interests will be re-
determined as set forth in Exhibit D, as amended from time to time.
Section 4.2-Identification of Units. The identification number of each Unit shall be
shown on the Floor Plans, as may be amended from time to time.
Section 4.3-Unit Boundaries. The Units are depicted on the Floor Plans. In
accordance with 27A V.S.A. Section 2-109(h)(2), each Unit has the following described
boundaries:
The lower boundary of each Unit is the floor of the Unit measured inward from the upper
surface of the subfloor.
The upper boundary of each Unit is the ceiling of the rooms in the Unit.
The vertical (perimetric)boundaries of each Unit are the perimeter load-bearing walls
and the party walls between the Units, measured inward from the exterior surface of the
wallboard(meaning thereby, the surface of such wallboard which touches the stud to which it is
attached). All wallboard, plasterboard, plaster, paneling, tiles, wallpaper, paint, finished flooring
and any other materials constituting any part of the finished surfaces of the Unit shall be a part of
the Unit, and all other portions of the walls, floors, ceilings and spaces exterior to the Unit
boundaries shall be part of the Common Elements.
If any chute, flue, duct, wire, conduit, bearing wall, bearing column, or any other fixture
lies partially within and partially outside the designated boundaries of a Unit, any portion serving
only that Unit is a Limited Common Element allocated solely to that Unit, and any portion of it
serving more than one Unit or any portion of the Common Elements is a part of the Common
Elements. Subject to the foregoing, all spaces, interior partitions and other fixtures,
improvements and appliances within the boundaries of a Unit shall be a part of the Unit.
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Section 4.4-Buildings,Unit Types and Improvements.
The existing building located at 19 Gregory Drive, is a two(2) story building containing
two(2)Units comprising a total of approximately 45,150 gross square feet of commercial space.
The principal materials of which the Building is constructed are:
Foundation:
Reinforced concrete footings, piers and frost walls with 2" Styrofoam insulation.
Structure:
Consists of structural steel frame and bar joist.
Exterior Walls:
6" 16 gauge metal studs, 1 1/2 metal siding, 3" sprayed foam insulation, 3 1/2" batt
insulation, 5/8 F.C. sheetrock.
Windows and Doors:
Various size fixed windows and doors, thermal brake sash, Low-E thermal pane glass.
Roof:
Mechanically fastened Johns Manville reinforced 60 mil roof system over 5.5" of
Isocyanurate insulation, roof warranty runs through 06/16/2023.
Interior: First floor:
4" reinforced concrete on compacted fill, reinforcement 6 x 6 8/8 wwf.
Interior: Second floor:
3" concrete slab on 9/16, 24 gauge form deck with 6x6 8/8 wwf placed on structural steel
framework.
ARTICLE V
Declarant's Reserved Development Rights
Section 5.1 -Reservation of Development Rights. The Declarant reserves the right to
exercise all Developments Rights within one Llj year from the date of the execution of this
Declaration, after which such rights shall expire as provided in the Act. Declarant makes no
assurances as to the order in which the Development Rights as to a particular Unit will be
exercised nor whether the Development Rights in a particular Unit will be exercised at all. The
Declarant hereby reserves the following Development Rights:
a. The right to develop two (2)Units in the Building as depicted on the
Condominium Plan and the Floor Plans, as may be amended from time to time. Such rights shall
not be affected by a Unit Owner's rights to subdivide Units as set out in Section 11.2 below.
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b. The right to allocate to a Unit the Limited Common Elements adjacent to such
Unit, including each item identified as Limited Common Element in the Declaration and as
depicted on the Condominium Plan and the Floor Plans.
c. The right to construct underground utility lines, pipes, wires, ducts, conduits
and other facilities across the Property for the purpose of furnishing utility and other services to
the Building and Improvements. The Declarant also reserves the right to grant easements to
public utility companies and to convey improvements within those easements anywhere in the
Condominium for the above-mentioned purposes. If the Declarant grants any such easements,
Exhibit B shall be amended to include reference to the recorded easement.
d. The right to alter the design, type and arrangement of the Units in any way
permitted by applicable municipal ordinances and/or state regulations, said right to last as long as
the Declarant controls the Association or owns any of the Units so altered. If Declarant shall
make any such alterations, they shall be reflected in an amendment to this Declaration. The
Declarant may make any structural alterations within or affecting any Unit, so long as Declarant
owns said Unit, without the prior written consent of the Executive Board.
e. The right to complete Improvements indicated on the Condominium Plan and
Floor Plans;
f. The right to exercise any Development Rights reserved in this Declaration;
g. The right to post signs and displays in any Units or the Common Elements to
promote sales of Units, and to conduct any general sales activities, in a manner consistent with
the law.
h. The right to appoint or remove any officer of the Association or any Executive
Board member during any period of Declarant control.
i. The right to designate parking spaces as Limited Common Elements.
Section 5.2-Construction,Declarant's Easement. The Declarant reserves the right to
perform warranty work, and repairs and construction work and to store materials in secure areas
in Units and Common Elements, and the further right to control all such work and repairs, and
the right of access thereto, until its completion. All work may be performed by the Declarant
without the consent or approval of the Executive Board. The Declarant has such an easement
through the Common Elements as may be reasonably necessary for the purpose of discharging
the Declarant's obligations or exercising Development Rights, whether arising under the Act or
reserved in this Declaration. In exercising such rights,the Declarant will endeavor to minimize
the impact on Unit Owners during regular business hours.
Section 5.3 - Declarant Control of the Association.
a. There shall be a period of Declarant control of the Association, during which
the Declarant, or persons designated by it, may appoint and remove the officers and members of
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the Executive Board. The period of Declarant control shall terminate upon the recording in the
City of South Burlington Land Records of the Amendment to this Declaration, which is further
described in Section 15.4 below.
b. The Declarant may voluntarily surrender the right to appoint and remove
officers and members of the Executive Board before termination of that period, but in that event
the Declarant may require, for the duration of the period of Declarant control, that specified
actions of the Association or Executive Board as described in a recorded instrument executed by
the Declarant be approved by the Declarant before they become effective.
c. Except in elections pursuant to Subsection 2-120(e)of the Act, before the
termination of Declarant control,the Unit Owners shall elect an Executive Board of at least three
(3)members, two (2)of whom shall be elected by the owner of Unit 2 and one (1)of whom shall
be elected by the owner of Unit 1. The Executive Board shall elect its officers who shall take
office upon election.
Section 5.4-Interference with Declarant Rights. Neither the Association nor any Unit
Owner may take any action or adopt any rule that will interfere with or diminish any Declarant
Right without the prior written consent of the Declarant.
Section 5.5- Transfer of Declarant's Development Rights. Declarant's reserved
Development Rights may be transferred in accordance with §3-104 of the Act.
ARTICLE VI
Exercise of Development Rights
Declarant has heretofore created and hereby submits Unit 1 and Unit 2 to this
Condominium, together with those Limited Common Elements appurtenant to each Unit as
described in the Declaration and depicted on the Condominium Plan and the Floor Plans and
further allocates to each Unit its Allocated Interest as set forth on Exhibit D hereof.
ARTICLE VII
Limited Common Elements
Section 7.1 -Limited Common Elements.
a. A"Limited Common Element" is a portion of the Common Elements
allocated for the exclusive use of one or more than one, but fewer than all, of the Units.
b. All fixtures or improvements designated to serve, attach to, or adjacent to a
single Unit, but located outside the Unit's boundaries, all areas designated on Exhibits C, C-1,
C-2 and C-3 as"Limited Common Area" are Limited Common Elements allocated exclusively
to that Unit to which they are appurtenant.
c. Except for paved parking areas shown on the Plan, any Limited Common
Element located outside of the Building will be the responsibility of the Owner of the Unit(s)
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benefited by the Limited Common Element and the Association shall assess a Unit Owner for
any expenses related to a Limited Common Element allocated to that Unit Within the paved
parking areas, Unit 1 shall have the exclusive use of sixty(60)parking spaces and Unit 2 will
have the exclusive use of ninety-three(93)parking spaces, as more particularly shown on the
Condominium Plan. Expenses related to the paved parking areas shall be assessed based on the
proportion of parking spaces allocated to each Unit.
d. The HVAC system is a water source heat-pump system. The duct-work and
heat pumps relating to the HVAC System which are located within a particular unit are a Limited
• Common Element for the benefit of that Unit. The boiler for the HVAC system, the evaporative
condensers on the roof and the pumps located in the Boiler Room are Common Elements, and
the costs and expenses associated with the maintenance and repair of the HVAC system shall be
a Common Expense Liability.
ARTICLE VIII
Common Elements
Section 8.1 -Common Elements.
a. The "Common Elements" include the Limited Common Elements and consist
of all the Property and appurtenances thereto described in Exhibits A and B and depicted on
Exhibit C, C-1, C-2 and C-3, except the Units. Except as otherwise set forth herein as to the use
of the Limited Common Elements, the Common Elements shall remain undivided and shall be
devoted to the common use and enjoyment of all Unit Owners. No Unit Owner or any other
person shall maintain any action for partition or division thereof, unless the Property has been
removed from the provisions of this Declaration.
b. Each Unit Owner may use the Common Elements in accordance with the
purposes for which they were intended without hindering or encroaching upon the lawful rights
of other Unit Owners. Use of the Common Elements shall be subject to the limitations set forth
herein for use of the Limited Common Elements and to the Rules and Regulations regarding use
thereof as shall be established from time to time by the Executive Board.
c. The Common Elements include, without limitation:
i. All easements, restrictions and other encumbrances included with the
property as described in Exhibit "A" and "Exhibit "B."
ii. The foundations, footings, basements slabs, bearing walls, perimeter
walls, main walls, roofs, columns, girders, beams, supports, exterior surfaces of all buildings,
finish siding and trim.
iii. Utility lines, equipment and other improvements serving the Property
or serving more than one Unit. The bike rack depicted on the Condominium Plan.
iv. With respect to the HVAC system: Natural gas and electricity for the
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evaporative condensers, evaporative condensers located on the roof of the Building and the
boiler and pumps located in the Boiler Room.
v. First Floor: Common Lobby, Elevator Machine Room, Elevator, areas
designated as"Electric" and "Tele," Sprinkler Room and Stairways depicted on the First Floor
Plan.
vi. Second Floor: Common Lobby, Elevator, Hallway,Mechanical Room,
Boiler Room, vacant room adjacent to the Mechanical Room and Stairways, as depicted on the
Second Floor Plan.
ARTICLE IX
Maintenance,Repair and Replacement
Section 9.1 -Common Elements. The Association shall maintain, repair and replace all
of the Common Elements.
Section 9.2-Units and Limited Common Elements.
a. By acceptance of a deed to a Unit, each Unit Owner irrevocably appoints and
authorizes the Executive Board,to provide for the maintenance, repair, and replacement of the
exterior surfaces and finishes of its Unit and the Limited Common Elements assigned to the Unit.
Section 9.3-Access. Any person authorized by the Executive Board shall have the right
of access to all portions of the Property for the purpose of correcting any conditions threatening a
Unit or the Common Elements, and for the purpose of performing installations, alterations or
repairs, and for the purpose of reading, replacing utility meters and related pipes, valves, wires
and equipment, provided that requests for entry are made in advance and that any entry is at a
time reasonably convenient to the affected Unit Owner. In case of an emergency, no such
request or notice is required and such right of entry shall be immediate, whether or not the Unit
Owner is present at the time.
Section 9.4-Repairs Resulting From Negligence. Each Unit Owner shall reimburse the
Association for any damages to any other Unit or to the Common Elements caused intentionally,
negligently or by its failure to properly maintain, repair or make replacements to its Unit
including the failure by the Unit Owner to maintain adequate heat to prevent freezing pipes. The
Association shall be responsible for damage to Units caused intentionally, negligently or by its
failure to maintain, repair or make replacements to the Common Elements.
ARTICLE X
Allocated Interests
Section 10.1 -Allocated Interests. The undivided interest in the Common Elements and
the Common Expense Liability in the Association allocated to each Unit are set forth on Exhibit
D. A Unit's Allocated Interest shall be redetermined as additional Units are made a part of the
Condominium by the Declarant filing an amendment to this Declaration to add additional Units.
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The Unit's Allocated Interest shall be determinative of all matters under the Act, this Declaration
and the By-Laws which are properly determined by reference to the respective percentages,
including, but not limited to the weight of each Unit Owner's vote for Association purposes and
the allocation of Common Expenses.
ARTICLE XI
Use, Occupancy and Covenants
Section 11.1 -Use of Unit. Only uses in conformance with all municipal ordinances
and/or state regulations shall be permitted. A Unit Owner may lease all or a portion of its Unit
provided that any such lease comply with the provisions of this Declaration, the By-laws and
Rules and Regulations as may be adopted by the Executive Board.
The occupancy of each Unit is subject to and benefited by all easements, restrictions and
permits of record, as depicted on the Condominium Plan, and described in Exhibit B.
Section 11.2-Alteration of Units. A Unit Owner may make improvements or
alterations to a Unit that do not impair the structural integrity or mechanical systems or lessen the
support of any portion of the Condominium. No structural improvements may be made to a Unit
and no change in the appearance of the Common Elements,the exterior appearance of a Unit, or
any other portion of the Condominium may be made by any Unit Owner without the prior
written approval of the Executive Board. After acquiring an adjoining Unit, a Unit Owner may
move or alter any intervening partitions or create apertures in it even if the partition in whole or
in part is a Common Element if those acts do not impair the structural integrity or mechanical
systems or lessen the support of any portion of the Condominium. Removal of partitions or
creation of apertures under these circumstances shall not alter the boundaries of the Units. An
owner of a Unit may subdivide that Unit, subject to Section 2-113 of the Act.
Section 11.3- State and Municipal Laws. Each Unit Owner shall comply with all
applicable permits, codes, laws, ordinances, rules and regulations, of the State of Vermont and
the City of South Burlington affecting the use of the Units and the Common Elements.
Section 11.4-Interference with Others. No Unit shall be used or maintained in a
manner that shall interfere with the comfort or convenience of occupants of other Units or
contrary to the By-Laws or the Rules and Regulations.
Section 11.5-Parking. The parking of motor vehicles along the road or in other spaces
that have not been designated for parking shall be strictly prohibited. The Rules and Regulations
approved by the Executive Board may establish appropriate penalties for parking violations. The
Executive Board may from time to time establish Rules and Regulations regarding parking,
which Rules and Regulations shall be enforced in the same manner as this Declaration.
Section 11.6-Time-Sharing. A Unit may not be conveyed pursuant to a time-sharing
arrangement described in Section 1-103(29)of the Act.
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Section 11.7-Promulgation of Rules and Regulations. The Executive Board may,
from time to time, without consent of the members, promulgate, modify, or delete use
restrictions and Rules and Regulations applicable to the Units and the Common Elements. Such
Rules and Regulations and use restrictions shall be binding upon all Unit Owners and occupants
until and unless overruled, canceled or modified in a regular or special meeting by the vote of the
members holding a majority of the total votes in the Association. Such Rules and Regulations
and use restrictions may impose stricter standards than those contained in this Section. The
Association, acting through its Executive Board, shall have standing and the power to enforce
such standards.
Section 11.8- Satellite Dishes. No satellite dishes or television antennae shall be
installed on the exterior portion of any Building without the prior approval of the Executive
Board.
Section 11.9-Lighting. All exterior lights must be approved by the Executive Board.
Section 11.10 - On-Site Fuel Storage. No on-site storage of gasoline, heating or other
fuels shall be permitted on any part of the Property, except for propane, and not more than ten
(10)gallons of other fuel may be stored in each Unit for emergency purposes.
Section 11.11 -Rubbish, Trash and Garbage. All rubbish, trash and garbage shall be
stored in containers in enclosed areas and regularly removed from the Property. There shall be
no burning of trash.
Section 11.12-Nuisance. It shall be the responsibility of each Owner to prevent the
development of any unclean, unhealthy, unsightly or unkempt conditions within its Unit and
Limited Common Elements. No noxious or offensive activity shall be carried on upon any Unit
or the Common Elements, provided that if all or a portion of Unit 2 is used as a Police Station,
individuals displaying noxious or offensive activity may be brought into Unit 2 for processing
and may arrive on the Property to visit the Police Station. There shall not be maintained any
plants or animals or device or thing of any sort whose activities or existence in any way are
noxious, dangerous, unsightly, or unpleasant, or of a nature as may diminish or destroy the
enjoyment of the Property, the Units or the Common Elements.
Section 11.13-Use of Motor Vehicles Restricted. No motor vehicles may be used on
any portion of the Common Elements except driveways and parking lots, or for authorized
maintenance and emergency purposes.
Section 11.14-Occupants Bound. All provisions of the Declaration and any Rules and
Regulations or use restrictions promulgated pursuant thereto which govern the conduct of Unit
Owners and which provide for sanctions against Unit Owners shall also apply to all occupants of
the Property.
Section 11.15-No Hazardous Use or Waste. Nothing shall be done or kept in any Unit
or on the Common Elements that will increase the rate of insurance for the Property or any part
thereof. No Unit Owner shall permit anything to be done or kept in its Unit or on the Common
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Elements which will result in the cancellation of insurance on the Property or any part thereof or
which would be in violation of any law, regulation or administrative ruling. No waste shall be
committed in or on the Common Elements. No hazardous waste as defined by federal, state or
municipal laws or regulations shall be kept or discharged in a Unit or the Common Elements.
Section 11.16-Animal Control. All dogs and other domestic pets shall be in the control
of the Unit Owner at all times while on the Property. Unit Owners are responsible for immediate
cleanup of any waste and/or damage to Common Elements. Unit Owners are also responsible for
all impoundment costs incurred in the control of dogs or other domestic animals while on the
Common Elements. In addition, Unit Owners are subject to any animal control ordinances of the
City of South Burlington.
Section 11.17- Signage. All signs shall be in accordance with the"Master Sign Plan" as
established by the Declarant and as the same may be amended from time to time. Said Master
Sign Plan is attached as Exhibit F.
ARTICLE XII
Easements
Section 12.1 -Easement for Access. Each Unit Owner is hereby granted an easement,
in common with Declarant and each other Unit Owner, in all Common Elements for ingress and
egress, utility service for, and support, maintenance and repair of each Unit, subject to such
reasonable Rules and Regulations of the Association. Each Unit is hereby benefited by and
subjected to an easement for ingress and egress through all Common Elements by persons
lawfully using or entitled to the same. Such easements and rights are subject to the limitations
upon the use of the Limited Common Elements as otherwise set forth herein.
Section 12.2-Easement for Encroachment. To the extent that any Unit or Common
Element unintentionally and non-negligently encroaches on any other Unit or Common Element,
a valid easement for the encroachment exists. The easement does not relieve a Unit Owner of
liability for failure to adhere to any plats and plans.
Section 12.3-Easement for Support. Each Unit and the Common Elements shall have
an easement for lateral and subadjacent support from every other Unit and the Common
Elements.
Section 12.4-Additional Easements. The Executive Board shall have the power
(without submitting the same to the Unit Owners for approval)to authorize the appropriate
officers of the Association to execute any and all instruments conveying such easements as the
Executive Board may deem desirable for the benefit of the Condominium over, under, above or
through any of the Common Elements for such purposes and upon such terms as the Executive
Board, in its sole judgment, deems desirable; provided, however, that all such easements shall be
subordinate to the liens and rights of all mortgages and deeds of trust recorded prior in time
thereto unless the mortgagee or trustee shall join therein.
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Section 12.5-Upkeep. Maintenance, repair and replacement of the Common Elements
and of the Units shall be as provided for in this Declaration, the By-Laws and the Act. Each Unit
Owner shall afford to the Association and the other.Unit Owners, and to their agents or
employees, access across its Unit reasonably necessary for those purposes. If damage is inflicted
on the Common Elements or any Unit through which access is taken, the Unit Owner responsible
for the damage, or the Association, if it is responsible, shall promptly repair such damage,
restoring the Unit to substantially the condition that existed immediately prior to the event
causing the damage.
ARTICLE XIII
Relocation of Boundaries Between Adjoining Units
Section 13.1 The boundaries between adjoining Units may be relocated only in
accordance with the terms and requirements of§2-112 of the Act.
ARTICLE XIV
Mortgagee Provisions
The following provisions are for the benefit of holders of first mortgages on Units in the
Property. The provisions of this Article apply to both the Declaration and to the By-Laws:
Section 14.1 -Modification of Interest. Without the unanimous consent of the first
mortgagees (based upon one vote for each first mortgage owned) and Unit Owners(other than
the Declarant),the Association shall not be entitled to:
a. By act or omission, seek to abandon or terminate the Condominium;
b. Change the pro rata interest or obligations of any individual Unit for the
purpose of(i) levying Assessments or charges or allocating distributions of hazard insurance
proceeds or condemnation awards or(ii) determining the pro rata share of ownership of each
Unit in the Common Elements;
c. Partition or subdivide any Unit;
d. By act or omission, seek to abandon, partition, subdivide, encumber, sell or
transfer the Common Elements(the granting of easements to public utilities or for other public
purposes consistent with the intended use of the Common Elements, shall not be deemed a
transfer within the meaning of this clause);
e. Use hazard insurance proceeds for losses to any Property(whether to Units or
to Common Elements)for other than repair, replacement or reconstruction of such Property,
except as provided by statute in case of substantial loss to the Units and/or Common Elements.
Section 14.2-Liens. All taxes, Assessments and charges that may become liens prior to
the first mortgage under local law shall relate only to the individual Unit and not to the Property
as a whole.
Page 13 of 35
Section 14.3-Priority of Rights. No provision in this Declaration nor any provision of
any of the other Condominium constituent documents shall give a Unit Owner, or any other
party, priority over any rights of the first mortgagee of the Unit pursuant to its mortgage in the
case of a distribution to such Unit Owner of insurance proceeds or condemnation awards for
losses to or taking the Units and/or Common Elements.
Section 14.4-Foreclosure of First Mortgage. Where the mortgagee of a first mortgage
of record on a Unit, or the purchaser or purchasers of a Unit obtain title to the Unit as the result
of foreclosure of the first mortgage, or by voluntary conveyance in lieu of foreclosure, said
mortgagee shall not be liable for the share of Common Expenses or Assessments by the
Association pertaining to such Unit or chargeable to the former Unit Owner which became due
prior to acquisition of title by said mortgagee as the result of the foreclosure or voluntary
conveyance in lieu of said foreclosure. Such unpaid share of Common Expenses or Assessments
shall be deemed to be Common Expenses, collectible from all of the Unit Owners of the
Condominium, including such acquiror and its successors and assigns.
Section 14.5-Mortgagees Not Liable.
a. Declarant and any mortgagees do not have a common promotional plan for the
sale of the Units.
b. Declarant is not acting in concert with any mortgagee with respect to the
design, construction, development or sale of the Units.
c. Declarant and any mortgagees are not partners or joint venturers, they are not
affiliates of each other within the meaning of the Act and Declarant is an independent party not
acting as the agent of any mortgagee for any purpose.
d. No mortgagee is responsible for any express and implied warranties on the
Units.
e. No mortgagee is responsible for the quality of the design or construction of the
Units and other improvements and for any warranties relating to the design or construction of the
Units.
f. No mortgagee has any control of Declarant within the meaning of the Act or
over the design, construction, development or sale of the Units.
ARTICLE XV
Amendments to Declaration
Section 15.1 -General. This Declaration may be amended only by the recorded
agreement of the Unit Owners to which at least Eighty Percent (80%)of the votes in the
Association are allocated.
Page 14 of 35
Section 15.2-Declarant Rights. Provisions in the Declaration creating Declarant rights
may not be amended without the consent of the Declarant.
Section 15.3=Consent of Mortgage Holders. Amendments are subject to the consent
requirements of Article XIV.
Section 15.4-Planned Expansion of Unit 2. Declarant and the City of South
Burlington, a Vermont municipality located in Chittenden County("City")have entered into a
Purchase and Sale Agreement for Unit 2 and a construction agreement to expand the first floor of
Unit 2 by 1250 square feet and relocate certain first and second floor Common Elements
("Planned Expansion"). Upon substantial completion of the Planned Expansion and preparation
of"as built" floor plans of the first and second floors with the Planned Expansion, this
Declaration shall be amended by the Unit Owners to replace Exhibits C-1 and C-2 with the"as-
built" floor plans and related building elevations, and to modify the Allocated Interests in Exhibit
D to reflect the revised Unit sizes.
ARTICLE XVI
Termination
Section 16.1 -Requirements. Subject to the requirements of Article XIV, the
Condominium may be terminated only by the recorded agreement of the Unit Owners to which
at least Eighty Percent (80%)of the votes in the Association are allocated and only in accordance
with and subject to the provisions of§2-118 of the Act.
ARTICLE XVII
Assessment and Collection of Common Expenses
Section 17.1 -Definition of Common Expenses. Common Expenses shall include:
a. Expenses of administration, maintenance and repair or replacement of the
Common Elements;
b. Expenses declared to be Common Expenses by the Declaration or by the Act;
c. Expenses agreed upon as Common Expenses by the Association; and
d. Such reserves as may be established by the Association, whether held in trust or
by the Association, for repair, replacement or addition to the Common Elements or any other real
or personal property acquired or held by the Association.
Section 17.2-Apportionment of Common Expenses. Except as provided in Section
17.3, all Common Expenses shall be assessed against all Units in accordance with their Allocated
Interests as shown on Exhibit D to this Declaration.
Section 17.3-Common Expenses Attributable to Fewer than all Units.
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a. Any Common Expense for services provided by the Association to an
individual Unit at the request of the Unit Owner shall be assessed against the Unit that benefits
from such service.
b. Assessments to pay a judgment against the Association may be made only
against the Units in the Condominium at the time the judgment was rendered, in proportion to
their Common Expense Liabilities.
c. If any Common Expense is caused by the misconduct of a Unit Owner, the
Association may, after Notice and Hearing(see Article XXII below), assess that expense
exclusively against its Unit.
d. Fees, charges, late charges, fines and interest charged against a Unit Owner
pursuant to the Documents and the Act are enforceable as Assessments.
e. Any expense incurred by the Executive Board and/or the Association on
behalf of a Unit Owner or as a result of a Unit Owner's failure to perform any of the obligations
under Article IX, Section 9.4 hereof is a Common Expense.
Section 17.4-Lien. The Association has a statutory lien on a Unit for any Assessments
levied against that Unit or fines imposed against that Unit Owner in accordance with the Act.
Section 17.5-Budget Adoption and Ratification. Within thirty(30) days after
adoption of any proposed budget for the Condominium, the Executive Board shall provide a
summary of the budget to all the Unit Owners.
Section 17.6- Notice and Comment by Unit Owners for Non-Budgeted Common
Expense Assessments. If the Executive Board votes to levy an Assessment not included in the
current budget, other than one enumerated in Section 17.3 of this Declaration, in an amount
greater than fifteen percent(15%)of the current annual operating budget, the Executive Board
shall submit such Common Expense to the Unit Owners for Notice and Comment(see Article
XXII below) in the same manner as a budget under Section 17.5.
Section 17.7- Certificate of Payment of Common Expense Assessments. The
Association on written request shall furnish to a Unit Owner or a mortgagee of a Unit Owner a
statement in recordable form setting forth the amount of unpaid Assessments against the Unit.
The statement shall be furnished within ten(10)business days after receipt of the request and is
binding on the Association, the Executive Board and every Unit Owner.
Section 17.8-Monthly Payment of Common Expenses. All Common Expenses
assessed under Sections 17.2 and 17.3 shall be due and payable monthly.
Section 17.9-Personal Liability of Unit Owners. The Unit Owner at the time an
Assessment or portion thereof is due and payable is personally liable for the Assessment.
Personal liability for the Assessment shall not pass to a successor in title to the Unit unless he or
Page 16 of 35
she agrees to assume the obligation.
ARTICLE XVIII
Right to Assign Future Income
The Association may assign its future income, including its right to receive Assessments,
only by a majority vote of the Unit Owners, at a meeting called for that purpose.
ARTICLE XIX
Association
Section 19.1 -Authority. The Association shall manage the business affairs of the
Condominium. The Association shall be governed by the By-Laws, as they may be amended
from time to time, the current version of which is attached hereto as Exhibit E.
Section 19.2-Membership.
a. Each Unit shall be assigned one appurtenant and indivisible membership in the
Association, which membership may not be assigned, hypothecated, pledged or transferred in
any manner except as an indivisible appurtenance to the Unit. Multiple or joint owners of a
single Unit shall be treated for all purposes owning and holding the one membership appurtenant
to that particular Unit.
b. A membership appurtenant to a Unit shall be initiated by subjecting such Unit
to the terms of this Declaration. Once a membership is initiated, liability for Common Expenses
shall automatically commence. Membership in the Association shall be owned and held by each
Unit Owner, including the Declarant with respect to unsold Units that have been subjected to the
terms of this Declaration.
c. The number of memberships in the Association shall automatically increase as
additional Units are declared and subjected to this Declaration. No membership rights or
liability for Common Expenses shall be allocated or attributed to a Unit until the Unit is
subjected to this Declaration.
d. Common Expense Liability shall be assessed among the members in
accordance with their Allocated Interest.
Section 19.3-Voting Rights. All memberships in the Association shall automatically
become voting memberships: (i) sixty(60) days after the sale by Declarant of Unit 2, or(ii) one
(1)year after the Declarant has ceased to offer Units in the Condominium for sale in the ordinary
course of business, or(iii)three (3)months after any Development Right to add new Units is last
exercised, or(iv)the day the Declarant, after giving written notice to owners, records an
instrument voluntarily surrendering all rights to control activities of the Association, whichever
is the first to occur. Only one class of voting membership shall exist.
Each Unit Owner, or one of the Unit Owners if record title is held by more than one
person, shall be entitled to vote in any meeting of the membership. Such person shall be known
as the "voting member" of a Unit and shall be designated in a writing signed by all the owners of
Page 17 of 35
the Unit and delivered to the Association.
Section 19.4-Executive Board. The initial Executive Board shall be three (3)in
number and shall be appointed by the Declarant acting in its sole discretion and shall serve at the
pleasure of the Declarant, so long as the Declarant retains control of the Association. Upon the
sale of Unit 2, two(2)member(s) of the Executive Board shall be elected by the owner of Unit 2
and one(1)member of the Executive Board shall be elected by the owner of Unit 1.
Section 19.5-Miscellaneous. In addition to any other powers and authority given the
Association or its Executive Board in the By-Laws or in this Declaration:
a. Common Expenses of the Association shall be borne among the Units in
accordance with their Allocated Interest, except that the Executive Board may allocate expenses
among the Units on a different basis if the basis is reasonably related to the benefits of the
services provided. In addition, allocation of expenses to Units constructed and owned by
Declarant, but not occupied, may be less than Assessments allocated to Units that have been
conveyed to persons other than Declarant.
b. The Executive Board may enter into a management agreement for a term not to
exceed two (2)years to operate the affairs of the Association until such time as all memberships
in the Association become voting memberships. At the time all memberships become voting
memberships, any management agreement entered into by Declarant may be terminated by the
Association without cause upon giving ninety(90)days notice.
c. The Association shall maintain current copies of its Declaration, By-Laws and
any Rules and Regulations concerning the Condominium, as well as its own books, records and
financial statements. These will be available for inspection by Unit Owners and first
mortgagees.
ARTICLE XX
Insurance
Section 20.1 - Casualty Insurance. In order to ensure that sufficient reconstruction or
repair funds, or both, will be available to the Association if and when needed,the Executive
Board shall insure Condominium facilities(which means the Building, Common Elements and
Limited Common Elements on the Property)that are normally included in coverage, in such
amounts as it shall determine, to provide not less than one hundred percent (100%)of the current
replacement value (exclusive of foundations, land, excavations, and other items that are normally
excluded from such insurance coverage) in the event of damage or destruction from the casualty
against which such insurance is obtained. Such insurance shall protect against fire and all other
hazards or perils customarily covered for similar types of condominiums and the proceeds of
such insurance shall be used only for the repair, replacement and reconstruction of the Common
Elements unless determined otherwise in accordance with Article XXI. The Executive Board
may elect such endorsements and deductible provisions as are in its judgment, consistent with
good business practice and the purpose for which the insurance is bought.
Policies of casualty insurance hereunder shall name the Association as the insured and
Page 18 of 35
the person to which payment is to be made as trustee on behalf of the Unit Owners and
lienholders as their interests may appear. A policy shall provide that it may not be canceled or
substantially changed, except upon at least ten(10)days'written notice to the insured.
Section 20.2-Liability Insurance. The Executive Board of the Association shall also
purchase broad form comprehensive coverage in such amounts and in such forms as prudent
condominium management practice suggests. A policy shall provide that it cannot be canceled
or substantially changed, except upon at least ten(10) days written notice to the insured.
Section 20.3- Other Provisions. Insurance policies carried pursuant to this Section
shall provide that:
a. Each Unit Owner is an insured person under the policy to the extent of liability,
if any, arising out of its interest in the Common Elements or membership in the Association.
b. The insurer waives its rights to subrogation under the policy against any Unit
Owner.
c. No act or omission by any Unit Owner, unless acting within the scope of its
authority on behalf of the Association, will void the policy or be a condition to recovery under
the policy.
d. If, at the time of a loss under the policy, there is other insurance in the name of
a Unit Owner covering the same risk covered by the policy, the Association's policy provides
primary insurance.
Section 20.4-Fidelity Coverage. The Association may obtain fidelity coverage against
dishonest acts on the part of the Executive Board, managers, employees and volunteers
responsible for handling funds belonging to or administered by the Association in such amounts
and in such forms as prudent condominium management practices suggest. Any such policy
shall provide that it cannot be canceled or substantially changed, except upon at least ten(10)
days'written notice to the insured.
Section 20.5-Premiums. Premiums and expenses for all insurance and fidelity
coverage purchased by the Association shall be Common Expenses. Where insurance premiums
are increased as a result of increased risk attributable to a particular Unit, the Unit at issue shall
be responsible for the increase, based upon the insurance carrier's appraisal of risk inherent to
said Unit. A levy made against a Unit for an increase in premiums may be enforced in the same
manner as Common Expenses.
Section 20.6- Separate Insurance. No insurance purchased by the Association shall in
any way prejudice the right of each Unit Owner to obtain insurance for its own Unit and the
property therein for its own benefit, nor shall the insurance purchased by the Owner prejudice the
Association's rights and protection under policies purchased by the Association under this
Declaration. All such separate policies of insurance obtained by a Unit Owner shall contain a
waiver of subrogation if available.
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Section 20.7-Adjustment; Insurance Trustee. Any loss covered by the property
policy shall be adjusted with the Association, but the proceeds for that loss are payable to any
insurance trustee designated in the policy for that purpose, or otherwise to the Association, in
either case to be held in trust for the Association, each Unit Owner and such Unit Owner's
mortgagee, as their interests may appear.
ARTICLE XXI
Damage to or Destruction of Property
Section 21.1 -Duty to Restore. Any portion of the Property for which insurance is
required or for which insurance carried by the Association is in effect, whichever is more
extensive, shall be repaired or replaced promptly by the Association unless:
a. The Condominium is terminated, in which case §2-118 of the Act shall apply;
b. Repair or replacement would be illegal under any state or local statute or
ordinance governing health or safety; or
c. Eighty Percent(80%) of the Unit Owners, including every Owner of a Unit or
assigned Limited Common Element that will not be rebuilt, vote not to rebuild.
Section 21.2- Cost. The cost of repair or replacement in excess of insurance proceeds
shall be a Common Expense Liability.
Section 21.3-Replacement of Less Than Entire Property. The insurance proceeds
attributable to the damaged Common Elements shall be used to restore the damaged area to a
condition compatible with the remainder of the Condominium and the balance shall be
distributed to the Association.
Section 21.4-Insurance Proceeds. The Association shall hold any insurance proceeds
in trust for the Association, Unit Owners and lien holders as their interests may appear. Subject
to the provisions of Subsections 21.1 a- c,the proceeds shall be disbursed first for the repair or
restoration of the damaged Property, and the Association, Unit Owners and lien holders are not
entitled to receive payment of any portion of the proceeds unless there is a surplus of proceeds
after the Property has been completely repaired or restored, or the Condominium is terminated.
ARTICLE XXII
Rights to Notice and Comment; Notice and Hearing
Section 22.1 -Right to Notice and Comment. Whenever this Declaration requires that
an action be taken after"Notice and Comment," and at any other time the Executive Board
determines, the Unit Owners have the right to receive notice of the proposed action and to
comment orally or in writing. Notice of the proposed action shall be given to each Unit Owner
in writing and shall be delivered personally or by mail to all Unit Owners at such address as
appears in the records of the Association, or published in a newsletter or similar publication
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which is routinely circulated to all Unit Owners. The notice shall be given not less than five(5)
days before the proposed action is to be taken. The right to Notice and Comment does not entitle
a Unit Owner to be heard at a formally constituted meeting.
Section 22.2-Right to Notice and Hearing. Whenever this Declaration requires that an
action be taken after"Notice and Hearing," the following procedure shall be observed. The
party proposing to take the action (e.g. the Executive Board, a committee, an officer, the
manager, etc.) shall give written notice of the proposed action to all Unit Owners or occupants of
Units whose interest would be significantly affected by the proposed action. The notice shall
include a general statement of the proposed action and the date, time and place of the hearing.
At the hearing, the affected person shall have the right, personally or by a representative, to give
testimony orally, in writing or both(as specified in the notice), subject to reasonable rules of
procedure established by the party conducting the meeting to assure a prompt and orderly
resolution of the issues. Such evidence shall be considered in making the decision but shall not
bind the decision makers. The affected person shall be notified of the decision in the same
manner in which notice of the meeting was given.
Section 22.3-Appeals. Any person having a right to Notice and Hearing shall have the
right to appeal to the Executive Board from a decision of persons other than the Executive Board
by filing a written notice of appeal with the Executive Board within ten(10) days after being
notified of the decision. The Executive Board shall conduct a hearing within thirty(30) days
giving the same notice and observing the same procedures as were required for the original
meeting.
ARTICLE XXIII
Condemnation
If part or all of the Common Interest Community is taken by any power having the
authority of eminent domain, all compensation and damages for and on account of the taking
shall be payable in accordance with §1-107 of the Act.
ARTICLE XXIV
Miscellaneous
Section 24.1 - Captions. The captions contained in the Declaration are inserted only as a
matter of convenience and for reference, and in no way define, limit or describe the scope of the
Declaration, nor the intent of any provision thereof.
Section 24.2- Gender. The use of the masculine gender refers to the feminine and
neuter genders and the use of the singular includes the plural, and vice versa, whenever the
context of the Declaration so requires.
Section 24.3-Waiver. No provision contained in the Declaration is abrogated or waived
by reason of any failure to enforce the same, irrespective of the number of violations or breaches
that may occur.
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Section 24.4-Invalidity. The invalidity of any provision of the Declaration does not
impair or affect in any manner the validity, enforceability or effect of the remainder, and in such
event, all of the other provisions of the Declaration shall continue in full force and effect.
Section 24.5-Conflict. The Declaration is intended to comply with the requirements of
the Act. In the event of any conflict between the Declaration and the provisions of the Act, the
provisions of the Act shall control. In the event of any conflict between this Declaration and any
other document,this Declaration shall control.
Declarant has caused this instrument to be executed this day of , 2009.
R.E.M. Development Company, LLC
By:
Its Duly Authorized Agent
STATE OF VERMONT
CHITTENDEN COUNTY, SS.
At , in said County and State,this day of
2009, personally appeared Robert E. Miller, Duly Authorized Agent of R.E.M. Development
Company, LLC, and he acknowledged the within instrument, by him subscribed, to be his free
act and deed and the free act and deed of R.E.M. Development Company, LLC.
Before me,
Notary Public
Commission Expires: 02-10-07
Page 22 of 35
EXHIBITS TO DECLARATION
Exhibit A to Declaration Property Description
Exhibit B to Declaration Encumbrances
Exhibit C to Declaration Condominium Plan
Exhibit C-1 to Declaration Exterior Elevation Plan
Exhibit C-2 to Declaration Floor Plan—First Floor
Exhibit C-3 to Declaration Floor Plan—Second Floor
Exhibit D to Declaration Allocated Interests
Exhibit E to Declaration By-Laws
Exhibit F to Declaration Master Sign Plan
Page 23 of 35
EXHIBIT A TO DECLARATION
Property Description
All the same lands and premises with all buildings and other improvements thereon, conveyed to
R.E.M. Development Company, LLC by Warranty Deed of Resolution Realty, LLP, dated June
13, 2007 and recorded at Book 785, Pages 562-564 of the South Burlington Land Records, and
therein described as follows:
A parcel of land containing 3.76 acres, more or less,together with appurtenances thereto and
improvements thereon, being designated Lot 2 in Green Tree Commercial Park, situated on the
westerly boundary of the right-of-way of Gregory Drive, and depicted on a plan entitled"Green
Tree Park, Shun Pike Road, South Burlington," prepared by Trudell Consulting Engineers, Inc.,
dated March 16, 1987, last revised May 5, 1989 and recorded in Map Volume 252 at Page 126 of
the City f South Burlington Land Records(the"Plan").
The Premises is bounded on the north by Lot 3 as depicted on the Plan and by land now or
formerly of Ahern; on the south by Lot 1 as depicted on the Plan; on the east by the right-of-way
of Gregory Drive; and on the west by the right-of-way of Shunpike Road.
The Premises have the benefit of: (a) Substitute Easement Agreement between Green Tree Park,
Inc., and Richard T. Willis dated May 20, 1988 and recorded in Volume 265 at Page 236 of the
City of South Burlington Land Records; (b) Storm Water Drainage Easement Agreement
between Green Tree Park, Inc., and Richard T. Willis dated May 22, 1989 and recorded in
Volume 297 at Page 125 of the City of South Burlington Land Records; (c) easements set forth
in the Warranty Deed of Robert V. Willis and Richard T. Willis to donna Hall Willis dated
January 28, 1988 and recorded in Volume 257 at Page 352 of the City of South Burlington Land
Records; (d) easements, rights of way and cumulative impacts set forth in the Warranty Deed of
Green Tree Park, Inc.,to Robert V. Willis dated July 31, 1996 and recorded in Volume 397 at
Page 310 of the City of South Burlington Land Records.
The Premises are subject to: (1) drainage easements granted in connection with the construction
of roads, as may be of record; (2) sewer line easement granted by Green Tree Park, Inc.,to the
City of South Burlington, Vermont by Easement Deed dated July 17, 1988 and recorded on July
23, 1991 in Volume 308 at Page 376 of the City of South Burlington Land Records; (3) slope
rights granted in connection with the construction of roads, as may be of record; (4) Substitute
Easement Agreement between Green Tree Park, Inc., and Richard T. Willis dated May 20 1988
and recorded in Volume 265 at Page 236 of the City of South Burlington Land Records; (5)
Storm Water Drainage Easement Agreement between Green Tree Park, Inc., and Richard T.
Willis dated May 22, 1989 and recorded in Volume 279 at Page 125 of the City of South
Burlington Land Records; (6)rights reserved in the Warranty Deed of Robert V. Willis and
Richard T. Willis to Donna Hall Willis dated January 28, 1988 and recorded in Volume 257 at
Page 352 of the City of South Burlington Land Records; (7)terms and conditions of State of
Vermont Land Use Permit 4C0149 and Subdivision Permit EC-4-1120, as amended from time to
time; (8)terms and conditions of Protective Covenants of Green Tree Park, Inc., dated January
28, 1988 and recorded in Volume 259 at Page 118 of the City of South Burlington Land Records;
Page 24 of 35
(9)utility easements as follows: (i)R D R Enterprises, Inc., to Green Mountain Power
Corporation by instrument dated March 3, 1977 and recorded in Volume 131 at Page 225 of the
City of South Burlington Land Records; (ii)R D R Enterprises, Inc., to New England Telephone
and Telegraph Company by instrument dated November 4, 1977 and recorded in Volume 136 at
Page 101 of the City of South Burlington Land Records; (iii) Green Tree Park, Inc., to Green
Mountain Power Corporation and New England Telephone Company by instrument dated
September, 1988 and recorded in Volume 273 at Page 313 of the City of South Burlington Land
Records; (iv) Green Tree Park,Inc., to Vermont Gas Systems, Inc., by instrument dated May 8,
1989 and recorded in Volume 282 at Page 451 of the City of South Burlington Land Records;
and (v) Green Tree Park, Inc., to Green Mountain Power Corporation by instrument dated March
8, 1994 and recorded in Volume 362 at Page 156 of the City of South Burlington Land Records;
(10)taxes assessed on the Grand List of April 1, 1998 not delinquent on the dated of this deed,
which the Grantee herein assumes and agrees to pay as part of the consideration for this deed
subject to such taxes being prorated between Grantor and Grantee on the date this Deed is
delivered; and (11)the provisions of municipal ordinances, public laws, and special acts.
Being all the same lands and premises conveyed to Resolution Realty, LLP (f/k/a Resolution
Realty) by Warranty Deed of Robert V. Willis, dated October 21, 1998 and recorded in Volume
439, Pages 317-319 of the South Burlington Land Records.
Reference is hereby made to the above-mentioned instruments, the records thereof and the
references therein contained in further aid of this description.
Page 25 of 35
EXHIBIT B TO DECLARATION
Encumbrances
a. Sewer line easement granted by Green Tree Park, Inc. to the City of South Burlington
by Easement Deed dated July 17, 1988 and recorded in Volume 308, Page 376 of the Land
Records.
b. Substitute Easement Agreement between Green Tree Park, Inc. and Richard T. Willis,
dated May 20, 1988 and recorded in Volume 265, Page 236 of the Land Records.
c. Storm Water Drainage Easement Agreement between Green Tree Park, Inc. and
Richard T. Willis dated May 22, 1989 and recorded in Volume 279, Page 125 of the Land
Records.
d. Rights reserved in the Warranty Deed of Robert V. Willis and Richard T. Willis to
Donna Hall Willis, dated January 28, 1988 and recorded in Volume 257, Page 352 of the Land
Records.
e. Utility easement from R D R Enterprises, Inc. to Green Mountain Power Corporation
by instrument dated March 3, 1977 and recorded in Volume 131, Page 225 of the Land Records.
f Utility easement from R D R Enterprises, Inc. to New England Telephone and
Telegraph Company by instrument dated November 4, 1977 and recorded in Volume 136, Page
101 of the Land Records.
g. Utility easement from Green Tree Park, Inc. to Green Mountain Power Corporation
and New England Telephone Company by instrument dated September, 1988 and recorded in
Volume 273, Page 313 of the Land Records.
h. Utility easement from Green Tree Park, Inc. to Vermont Gas Systems, Inc. by
instrument dated May 8, 1989 and recorded in Volume 282, Page 451 of the Land Records.
i. Utility easement from Green Tree Park, Inc. to Green Mountain Power Corporation by
instrument dated March 8, 1994 and recorded in Volume 362, Page 156 of the Land Records.
j. Utility easement from Lawrence H. Willis and Clara T. Willis to Green Mountain
Power Corporation dated April 26, 1961 and recorded in Volume 63, Page 17 of the Land
Records.
k. Utility easement from Laurence Willis to the Champlain Water District dated July 7,
1971 and recorded in Volume 102, Page 127 of the Land Records.
1. Terms and conditions of an Irrevocable Offer of Dedication Water Line Easement
Sewer Easement Fire Hydrant Easement, by and between Green Tree Park, Inc. and the City of
Page 26 of 35
South Burlington, dated May 20, 1988 and recorded in Volume 308, Page 363 of the Land
Records.
m. Easements, rights of way and cumulative impacts set forth in the Warranty Deed of
Green Tree Park, Inc. to Robert V. Willis, dated July 31, 1996 and recorded in Volume 397,
Page 310 of the Land Records.
•
n. Easements, restrictions, covenants and conditions contained in the Protective
Covenants Greentree Commercial Park, South Burlington, Vermont, dated January 28, 1988 and
recorded in Volume 259, Pages 118-130 of the Land Records.
o. Terms and conditions of Vermont Department of Environmental Conservation
Authorization to Discharge under General Permit 3-9010 Amended, dated March 28, 2006. The
authorization to discharge shall become effective March 28, 2006 and shall continue until August
5, 2010.
p. Terms and conditions of South Burlington City Planning Commission Minutes dated
February 10, 1987 for sketch plan application for subdivision of 29.6 acres in 13 industrial lots
located on the former Willis land, 200 Shunpike Road.
q. Terms and conditions of South Burlington City Planning Commission Minutes dated
January 5, 1988 for final plat application of Green Tree Park for 13-lot industrial-commercial
subdivision.
r. Terms and conditions of South Burlington City Planning Commission Minutes dated
August 11, 1987 for final plat approval of Green Tree Park.
s. Terms and conditions of South Burlington City Planning Commission Minutes dated
May 12, 1987 for preliminary application of Green Tree Park(formerly Invrest).
t. Terms and conditions of South Burlington City Planning Commission Minutes dated
August 7, 1987 for final plat approval of Green Tree Park.
u. Terms and conditions of South Burlington City Planning Commission Minutes dated
March 21, 1989 for site plan application of Resolution Realty for construction of a 27,500 square
foot building for corporate headquarters and manufacturing use, Lot 2, Green Tree Park.
v. Terms and conditions of South Burlington City Planning Commission Findings of Fact
and approval dated March 21, 1989 for application of Resolution Realty for construction of a
27,500 square foot building for corporate headquarters and manufacturing use, Lot#2, Green
Tree Park.
w. Terms and conditions of State of Vermont Land Use Permit Amendment Case No.
4C1049-1, dated November 30, 1987 specifically authorizing the Permittee to subdivide a 29.46
acre tract of land into 13 lot commercial/industrial park with 2100 feet of road and served by
municipal water and sewer off Shunpike Road.
Page 27 of 35
x. Terms and conditions of State of Vermont Land Use Permit Amendment Case No.
4C1049-2, dated April 29, 1988 and recorded in Volume 261, Page 245 of the Land Records,
specifically incorporating Subdivision Permit EC-4-1120-1 which approves the increase of
sewage allocation for the 13 commercial lots to 4638 gallons per day.
y. Terms and conditions of State of Vermont Land Use Permit Amendment Case No.
4C1049-5, dated August 8, 1989 and recorded in Volume 282, Page 352 of the Land Records,
specifically authorizing the Permitee to construct a two-story 27,500 square foot headquarters
and manufacturing facility for a video production company on Lot 32, Green Tree Park.
z. Terms and conditions of the State of Vermont Land Use Permit Amendment Case No.
4C1049-5B, dated December 2, 2009 and recorded in Volume , Page of the Land Records
specifically authorizing the Permitee to construct a 1,250 sf addition to an existing commercial
building, along with related site improvements (parking, sidewalks, driveways, lighting, etc.)on
Lot#2 of Green Tree Park to house the South Burlington Police Department.
aa. Terms and conditions of State of Vermont Subdivision Permit Case Co. EC-4-1120,
dated August 5, 1987 and recorded in Volume 255,Page 549 of the Land Records, the project
consisting of a 13 lot commercial subdivision identified as Lots 1 through 13 ranging in size
from 1.11 acres to 3.71 acres.
bb. Terms and conditions of State of Vermont Subdivision Permit Case No. EC-4-1120-
1, dated April 31, 1988, consisting of amending Subdivision Permit Case No. EC-4-1120 to
increase the sewer allocation for the 13 commercial lots to 4688 gallons per day.
cc. Terms and conditions of State of Vermont Water Supply and Waste Water Permit
Case No. WW-4-0117, dated July 20, 1989, consisting of construction of a 27,500 square foot
commercial building with 55 employees on Lot 2 of EC-4-1120 with municipal services located
on Shunpike Road, as amended by WW-4-0117-2, dated October 28, 2009.
dd. Affidavit and approval from the Architectural Review Committee of the building
design for Lot#2 of Greentree Commercial Park, dated June 23, 1989.
ee. Certificate of Occupancy#99-25 for Zoning Permit LD-98-08 dated December 8,
1998.
ff. Certificate of Occupancy#98-45 for Zoning Permit LD-98-08 dated December 8,
1998.
gg. Certificate of Occupancy#98-43 for Zoning Permit LD-98-08 dated December 8,
1998.
Page 28 of 35
EXHIBIT C TO DECLARATION
Condominium Site Plan
Plan entitled "19 Gregory Drive, R.E.M. Development Company, LLC, Lot 2-Green Tree Park,
South Burlington, Vermont" prepared by Lamoureux&Dickinson Consulting Engineers, Inc.,
dated July 31, 2007, and recorded in Map Slide# of the City of South Burlington Land
Records.
Page 29 of 35
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EXHIBIT C-1 TO DECLARATION
Exterior Elevation Plan
Plan entitled"19 Gregory Drive, South Burlington, VT Condominium Building, Units 1 &2
Exterior Elevations", Sheet Number X-3, prepared by , dated October 5,
2009 and recorded in Map Slide of the City of South Burlington Land Records.
Page 30 of 35
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EXHIBIT C-2 TO DECLARATION
Floor Plan—First Floor
Plan entitled"19 Gregory Drive, South Burlington, VT Condominium Building, Units 1 & 2,
First Floor Plan," Sheet Number X-1, prepared by R.E.M. Development Company, LLC, dated
October 5, 2009.
Page 31 of 35
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EXHIBIT C-3 TO DECLARATION
Floor Plan— Second Floor
Plan entitled"19 Gregory Drive, South Burlington, VT Condominium Building, Units 1 & 2,
Second Floor Plan," Sheet Number X-2, prepared by R.E.M. Development Company, LLC,
dated October 5, 2009.
Page 32 of 35
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EXHIBIT D TO DECLARATION
Allocated Interests
Set forth below is a table showing the allocated interest of each Unit. The percentage interest for
each Unit was determined by dividing the square footage of each Unit by the total square footage
of all of the Units combined.
Unit Square Feet Allocated Interest
1 11,600 27%
2 30,780 73%
Page 33 of 35
EXHIBIT E TO DECLARATION
By-Laws
Page 34 of 35
Chuck,
Attached are proposed Bylaws for the condominium
association. I discussed bylaws in general terms in Comment #8
of the memorandum I provided you a week ago.
The principal duties/authority of the association include :
(1)'` election of the three members of the executive board, (2)
approval of the annual budget, (3) approve borrowing or incurring
single expenses in excess of $10, 000 and (4) amendment of the
bylaws.
(1) The Declaration provides that the owner of Unit 1
will elect one member of the executive board and
the owner of Unit 2 will elect two members .
(2) Approval of the initial annual budget will require
approval of the owners of both units . After that,
the annual budget prepared by the executive board
will not require unit owner approval unless it
increases by more than four percent (4°) over the
previous years budget.
(3) Both unit owners must approve any borrowing that
will increase association debt above $10, 000 . The
same is true for approval of any single capital
expense in a single year in excess of $10, 000.
(4) Both unit owners must approve any amendment of the
bylaws.
The day-to-day operation of the condominium is under the
control of the executive board. The three member board operates
on a majority vote basis. Consequently, the owner of Unit 2 will
have control of the executive board.
EXHIBIT E TO DECLARATION
By-Laws of
19 GREGORY DRIVE OWNERS ASSOCIATION,INC.
ARTICLE I
Plan of Ownership
Section 1.1 Applicability. These By-Laws provide for the governance of 19 Gregory
Drive Owners Association, Inc. (the "Condominium") located in the City of South Burlington,
Vermont, and being more particularly described in the Declaration for 19 Gregory Drive, A
Condominium(the "Declaration").
Section 1.2 Compliance. Every Unit Owner and all those entitled to occupy a Unit shall
comply with these By-Laws.
Section 1.3 Office. The office of the Condominium, the Association and the Executive
Board shall be located at the Property or at such other place as may be designated from time to
time by the Executive Board.
Section 1.4 Definitions. Each capitalized term used herein without definition shall have
the meanings specified in the Declaration, to which these By-Laws are attached, as it may be
amended from time to time, or as provided in the Act.
ARTICLE II
Association
Section 2.1 Composition. 19 Gregory Drive Owners Association, Inc. (the
"Association") shall consist of all Unit Owners acting as a group.
The Association shall have the responsibility for administering the Condominium,
establishing the means and methods of collecting Assessments for Common Expenses, arranging
for the management of the Condominium, and performing all of the other acts that may be
required or permitted to be performed by the Association, by the Act, and the Declaration.
Except as to those matters that the Act specifically requires to be performed by the vote of the
Association, the foregoing shall be performed by the Executive Board or its designee.
Section 2.2 Annual Meetings. An annual meeting of the Association shall be held each
year at a time to be determined by the Executive Board. At such annual meeting, the Executive
Board for the next year shall be elected. If, in any year, an annual meeting is not held, a special
meeting may be held in lieu thereof.
Section 2.3 Special Meetings. Special meetings of the members may be called at any
time for the purpose of considering matters which, by the terms of the Declaration require the
1
approval of all or some of the members, or for any other reasonable purpose. Said meetings shall
be called by written notice, signed by the President or a majority of the Executive Board, or by
the Unit Owners having at least twenty percent(20%)of the total votes in the Association.
Section 2.4 Place of Meetings. Meetings of the Association shall be held at the principal
office of the Association or at such other suitable place convenient to the Unit Owners as may be
• designated by the Executive Board.
Section 2.5 Notice of Meetings.
a. The Secretary shall mail by prepaid United States mail or hand deliver to each
Unit Owner a notice of the place, date, hour and purpose or purposes of each annual and special
meeting of the Unit Owners. The notice shall be mailed or hand delivered not less than ten(10)
days nor more than sixty(60) days before the date of such meeting. The notice shall also be
mailed to any additional party designated by a Unit Owner.
b. If any annual or special meeting is adjourned for lack of a quorum, the
Secretary shall hand deliver to each Unit Owner a notice of the place, date and hour of the
adjourned meeting not less than 48 hours before the time of such meeting.
c. Each Unit Owner shall designate a person residing in Vermont for receipt of
notices provided by hand delivery and notify the Secretary of such designation.
d. Any Unit Owner may at any time, in writing, waive notice of any meeting of
the Association, and such waiver shall be deemed equivalent to the giving of such notice.
Attendance by a Unit Owner at any meeting of the Association without objection to the notice of
the meeting shall constitute a waiver of notice by him or her of the time, place and purpose of
such meeting.
Section 2.6 Adjournment of Meeting. If at any meeting of the Association, including an
adjourned meeting, a quorum is not present, Unit Owners having at least twenty percent(20%)
of the votes who are present at such meeting in person or by proxy may adjourn the meeting to a
time not less than 96 hours after the time the original meeting was called.
Section 2.7 Voting.
a. Unit Owners shall be entitled to vote on Association matters as provided in the
Declaration and the Act. Unit Owners shall have one (1)vote weighted in accordance with their
undivided Allocated Interest in the Common Elements pertaining to their Unit as allocated in
Exhibit D to the Declaration, and joint owners of a Unit shall vote their one (1)vote collectively
through one owner identified as the "voting member" in writing filed with the Secretary.
Section 2.8 Quorum. Except as otherwise provided in the By-Laws, the presence in
person or by proxy of one hundred percent(100%)of the votes of the Association shall
constitute a quorum at all meetings of the Association. Notwithstanding the foregoing, upon the
2
failure of one hundred percent (100%)of the votes of the Association to attend a properly
• noticed meeting which has been adjourned once for lack of a quorum as outlined in this Article
II,then the presence in person or by proxy of twenty percent (20%)or more or of the votes of the
Association shall constitute a quorum at a properly noticed second adjournment of such meeting
of the Association.
Section 2.9 Conduct of Meetings. The President shall preside over all meetings of the
Association. The Secretary shall keep the minutes of the meetings and shall record in a minute
book all resolutions adopted at the meetings as well as keep a record of all transactions occurring
at the meetings.
Section 2.10 Acting Without Meeting. Any action by the Unit Owners required or
permitted to be taken at any meeting may be taken without a meeting if all of the Unit Owners
entitled to vote on such matters shall individually or collectively consent in writing to such
action. Any such written consent shall be filed with the minutes of the proceedings of the Unit
Owners.
ARTICLE III
Executive Board
Section 3.1 Number and Qualifications. The affairs of the Association shall be governed
by an Executive Board composed of not less than three (3)persons. Subject to the terms of
Article 5.3 of the Declaration, the initial Executive Board shall be appointed by the Declarant
and shall hold office for the period of time specified in the Declaration. Except for the initial
Executive Board appointed by the Declarant, all Board members shall be Unit Owners. An
officer or agent of a corporate Unit Owner, or general partner of a partnership, or the beneficiary
of a trust shall be deemed to be the Unit Owner for this purpose. Executive Board members after
the initial members, shall be elected to staggered terms, so that one-third (1/3)of the
directorships shall be vacant each year.
Section 3.2 Powers and Duties. The Executive Board shall have all of the powers and
duties necessary for the administration of the affairs of the Association and may do all such acts
and things as are not prohibited by the Act, including the following:
a. Prepare an annual budget in which there shall be established the Assessment for
each Unit Owner for the Common Expenses of the Condominium (the "Common Expenses").
Assessments will be charged to the Owners of each Unit according to their Allocated Interest in
the Common Elements.
b. Make assessments against Unit Owners to defray the Common Expenses of the
Condominium, establish the means and methods of collecting such Assessments from the Unit
Owners including reasonable discounts, late fees, interest, penalties and other costs of the
collection including attorneys' fees, and establish the period of the installment payment of the
Assessment for Common Expenses. Unless otherwise determined by the Executive Board,the
Assessments against each Unit Owner for each Unit Owner's proportionate share of the Common
3
Expenses shall be payable in equal monthly installments, each such installment to be due and
payable in advance on the first day of each month for such month.
• c. Provide for the operation, care, upkeep and maintenance of all of the Property
and services of the Condominium.
d. Designate, hire and dismiss the personnel necessary for the maintenance,
operation, repair and replacement of the Common Elements, provide services for the Property
and, where appropriate, provide for the compensation of such personnel and for the purchase of
equipment, supplies and materials to be used by such personnel in the performance of their duties
(which supplies, equipment and materials shall be deemed part of the Property).
e. Collect the Assessments against the Unit Owners, deposit the proceeds thereof
in bank depositories designated by the Executive Board, and use the proceeds to carry out the
administration of the Property.
f. Make and amend the Rules and Regulations applicable to Unit Owners and
occupants of Units.
g. Open bank accounts on behalf of the Association and designate the signatories
thereon.
h. Make, or contract for the making of, repairs, additions and improvements to or
alterations of the Common Elements, and for repairs to and restoration of the Common Elements,
in accordance with these By-Laws and the Declaration, after damage or destruction by fire or
other casualty or as a result of condemnation or eminent domain proceedings.
i. Enforce by legal means the provisions of the Declaration, these By-Laws and
the Rules and Regulations and act on behalf of the Unit Owners with respect to all matters as
provided for in the Declaration, By-Laws and law.
j. Obtain and carry fidelity insurance and insurance against casualties and
liabilities, as provided in these By-Laws, pay the premiums therefore and adjust and settle any
claim thereunder.
k. Pay the cost of authorized services rendered to the Association and not billed to
Unit Owners of individual Units or otherwise provided for in these By-Laws.
1. Keep books with detailed accounts in chronological order of the receipts and
expenditures affecting the Property, and the administration of the Association,the Common
Elements and any other expenses incurred. Such books and vouchers accrediting the entries
thereupon shall be available for examination by the Unit Owners,their duly authorized agents or
attorneys, and the holders, insurers and grantors of first mortgages, during general business hours
on working days at the time and in the manner set and announced by the Executive Board for the
4
general knowledge of the Unit Owners. All books and records shall be kept in accordance with
good accounting practices.
m. Borrow money on behalf of the Association when required in connection with
the operation, care, upkeep and maintenance of the Association; provided, however, that the
consent of one hundred percent (100%)of the votes of the Unit Owners, obtained at a meeting
duly called and held for such purpose in accordance with the provisions of these By-Laws, shall
be required to borrow any sum which would cause the total debt of the Association to exceed
Ten Thousand Dollars($10,000.00).
n. Acquire, hold and dispose of Units and mortgage the same if such expenditures
and hypothecations are included in the budget adopted by the Association.
o. Do such other things and acts not inconsistent with the Act,the Declaration or
these By-Laws which the Executive Board may be authorized to do by a resolution of the
Association.
Section 3.4 Managing Agent. The Executive Board may employ for the Condominium a
"Managing Agent" at a compensation to be established by the Board of Directors, provided such
compensation be in an amount and on terms as would be negotiated between unrelated third
parties for similar projects. Any contract established by the Declarant with a "Managing Agent"
or similar agreement may be terminated at the option of the Executive Board after the Declarant
surrenders control of the Association on not more than ninety(90) days' notice.
Section 3.5 Election and Term of Office. At each annual meeting of the Association,
after transfer of control of the Association by the Declarant, the Association shall elect one
Owner from Unit 1 and two Owners from Unit 2 to be a member of the Executive Board to serve
for the next term. The term of office for the Executive Board shall be for one (1)year unless
other terms are established by the Association at any annual meeting. The members of the
Executive Board shall hold office until their respective successors shall be elected by the
Association. As set forth in Section 3.1 above, Executive Board members after the initial
members, shall be elected to staggered terms, so that one-third(1/3)of the directorships shall be
vacant each year.
Section 3.6 Organization Meeting. The first meeting of the Executive Board shall be held
at such time and place as shall be fixed by the Declarant.
Section 3.7 Regular Meetings. Regular meetings of the Executive Board may be held at
such time and place as shall be determined from time to time by a majority of the members of the
Executive Board, but such a meeting shall be held at least following each meeting of the
Association without notice. Notice of regular meetings of the Executive Board shall be given to
each member in the manner as from time to time determined by the Executive Board.
Section 3.8 Special Meetings. Special meetings of the Executive Board may be called by
the President on three(3) days'written notice to each member, given by mail, telegraph,
5
facsimile, or hand delivery, which notice shall state the time, place and purpose of the meeting.
Special meetings of the Executive Board shall be called by the President or Secretary in like
manner and on like notice on the written request of any Executive Board member.
Section 3.9 Waiver of Notice. Any Executive Board member may at any time, in writing,
waive notice of any meeting of the Executive Board, and such waiver shall be deemed equivalent
to the giving of such notice. Attendance by a member of the Executive Board at any meeting of
the Executive Board shall constitute a waiver of notice by him of the time, place and purpose of
such meeting. If all members are present at any meeting of the Executive Board, no notice shall
be required and any business may be transacted at such meeting.
Section 3.10 Quorum. At all meetings of the Executive Board a majority of the members
shall constitute a quorum for the transaction of business, and the votes of a majority of the
members present at a meeting at which a quorum is present shall constitute the decision of the
Executive Board unless a unanimous vote is required as provided in these Bylaws.
Section 3.11 Compensation. No member of the Executive Board shall receive any
compensation from the Association for acting as such.
Section 3.12 Telephone Meetings. Members of the Executive Board may attend a
meeting of the Executive Board by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting hear each other.
Participation in a meeting in such manner shall constitute presence in each person at such
meeting for purposes of establishing a quorum and/or majority.
Section 3.13Action Without Meeting. Any action by the executive Board required or
permitted to be taken at any meeting may be taken without a meeting if all of the members of the
Executive Board shall individually or collectively consent in writing to such action. Any such
written consent shall be filed with the minutes of the proceedings of the Executive Board.
Section 3.14 Liability of the Executive Board, Unit Owners and Association.
a. The officers and members of the Executive Board shall not be liable to the
Association for any mistake of judgment, negligence or otherwise, except for their own
individual willful misconduct or bad faith. The Association shall indemnify and hold harmless
each of the officers and members of the Executive Board from and against all expenses and
liabilities to others arising out of claims made against the officers or the Executive Board on
account of their status as officers and members of the Executive Board unless any such contract
shall have been made in bad faith or contrary to the provisions of the Act,the Declaration or
these By-Laws.
b. Neither the Association nor the Executive Board shall be liable for any failure
of utility or other services to be obtained by the Association or paid as a Common Expense, or
for injury or damage to person or property caused by the elements or by any Unit Owner or any
other person, or resulting from electricity, water, snow or ice which may leak or flow from any
6
portion of the Common Elements, or from any pipe, drain, conduit, appliance or equipment. The
Association shall not be liable to any Unit Owner for loss or damage, by theft, or otherwise, of
articles which may be stored upon any of the Common Elements. No diminution or abatement
of any assessments, as herein elsewhere provided, shall be claimed or allowed for inconvenience
or discomfort arising from the making of repairs or improvements to the Common Elements or
•
from any action taken by the Association to comply with any law, ordinance or with the order or
directive of any municipal or other governmental authority.
Section 3.15 Separate Accounts for Management Committees. The Executive Board
shall maintain separate accounts for each Management Committee.
ARTICLE IV
Officers
Section 4.1 Designation. The principal officers of the Association shall be the President,
the Vice President,the Secretary and the Treasurer, all of which shall be elected by the Executive
Board. The Executive Board may appoint an assistant treasurer, an assistant secretary and such
other officers as in its judgment may be necessary. The President shall be a member of the
Executive Board. After the Declarant's transfer of control of the Association, all officers shall be
Unit Owners. Not more than one Owner of each Unit may be an officer at one time. A person
who is a member of the Board of Directors may be an officer.
Section 4.2 Election of Officers. The officers of the Association shall be elected annually
by the Executive Board at the organization of each new Executive Board and shall hold office at
the pleasure of the Executive Board.
Section 4.3 Removal of Officers. Upon the affirmative vote of a majority of the
Executive Board, any officer may be removed, either with or without cause, and a successor may
be elected at any regular meeting of the Executive Board or at any special meeting of the
Executive Board called for such purpose.
Section 4.4 President. The President shall be the chief executive officer of the
Association, preside at all meetings of the Association and of the Executive Board, and have all
of the general powers and duties which are incident to the office of president generally including,
without limitation, the power to appoint committees from among the Unit Owners from time to
time as the President may in his/her discretion decide is appropriate to assist in the conduct of the
affairs of the Association.
Section 4.5 Vice President. The Vice President shall take the place of the President and
perform the duties of the President whenever the President shall be absent or unable to act. If
neither the President nor the Vice President is able to act, the Executive Board shall appoint
some other member of the Executive Board to act in the place of the President, on an interim
basis. The Vice President shall also perform such other duties as shall from time to time be
imposed upon him by the Executive Board or by the President.
7
Section 4.6 Secretary. The Secretary shall keep the minutes of all meetings of the
Association and of the Executive Board; have charge of such books and papers as the Executive
Board may direct; maintain a register setting forth the place to which all notices to Unit Owners
and others shall be delivered; and, in general, perform all the duties incident to the office of
secretary.
Section 4.7 Treasurer. The Treasurer shall have the responsibility for Association funds
and securities and shall be responsible for keeping full and accurate financial records and books
of account showing all receipts and disbursements, and for the preparation of all required
financial data; make disbursements on behalf of the Association upon consent of the Executive
Board and shall be responsible for the deposit of all monies and other valuable effects in the
name of the Executive Board,the Association or the Managing Agent, in such depositories as
may from time to time be designated by the Executive Board; and, in general, perform all the
duties incident to the office of treasurer.
Section 4.8 Execution of Documents. All agreements, contracts, deeds, leases, checks
and other instruments of the Association for expenditures or obligations in excess of Five
Hundred Dollars($500.00), and all checks drawn upon reserve accounts shall be executed by any
two(2)persons designated by the Executive Board. All such instruments for expenditures or
obligations of Five Hundred Dollars ($500.00) or less, except from reserve accounts, may be
executed by the Treasurer or any one person designated by the Executive Board.
Section 4.9 Compensation of Officers. No officer who is also a member of the Executive
Board shall receive any compensation from the Association for acting as such officer.
Section 4.10 Bonds. The Treasurer, and such other officers as the Executive Board deem
necessary, shall furnish bonds for the faithful performance of their duties, in such a manner and
with such sureties, as may be fixed and required by the Executive Board.
ARTICLE V
Operation of Condominium
Section 5.1 Determination of Common Expenses and Assessments Against Unit Owners.
a. Fiscal Year. The fiscal year of the Association shall be calendar unless
otherwise determined by the Executive Board.
b. Preparation and Approval of Budget.
i. On or before forty-five (45) days preceding the end of the fiscal year,
the Executive Board shall adopt a budget for the Association containing an estimate of the total
amount considered necessary to pay the cost of maintenance, management, operation, repair and
replacement of the Common Elements and those parts of the Units and other properties as to
which it is the responsibility of the Executive Board to maintain, repair and replace, and the cost
of wages, materials, insurance premiums, services, supplies and other expenses that may be
8
declared to be Common Expenses by the Act,the Declaration, the By-Laws or a resolution of the
Association and which will be required during the ensuing fiscal year for the administration,
operation, maintenance and repair of the Property and the rendering to the Unit Owners of all
related services.
ii. Such budget shall also include such reasonable amounts as the Executive
Board considers necessary to provide working capital, a general operating reserve, and reserves
for contingencies and replacements. The Executive Board shall send to each Unit Owner prior to
the end of the fiscal year, a copy of the budget for the next fiscal year in a reasonably itemized
form that sets forth the amount of the Common Expenses and any special assessments payable
by each Unit Owner. Such budget shall constitute the basis for determining each Unit Owner's
Assessment for the Common Expenses of the Association.
iii. The budget shall automatically approved from year to year unless in any
given year the budget exceeds four percent (4%)of the previous year's budget in which case the
budget shall only be ratified by the Unit Owners holding one hundred percent (100%)of the
votes of the Association.
iv. Any one capital expenditure or special assessment in excess of Ten Thousand
and 00/100 Dollars($10,000.00)in any one fiscal year shall first be ratified by the Unit Owners
holding one hundred percent(100%)votes.
c. Assessment of Common Expenses. The total amount of the estimated funds
required from Assessments for the operation of the Condominium set forth in the budget adopted
by the Executive Board shall be assessed against each Unit Owner in proportion to the respective
Allocated Interest of each Unit. The Assessment against each Unit shall begin on the date
specified in the Declaration.
d. Excess Funds. Any funds collected during any fiscal year in excess of actual
expenditures for that fiscal year shall be either applied to succeeding years' expenses or refunded,
pro rata,to the Unit Owners.
e. Reserves. The Executive Board shall include in the budget and build up and
maintain reasonable reserves for working capital, operations, contingencies and replacements as
necessary to meet secondary mortgage market requirements. In any given year, the amount of
the reserve established by the Executive Board shall not exceed four percent(4%)of the amount
of the contribution to the reserve established by the Executive Board for the previous year unless
approved in advance by the Unit Owners holding one hundred percent (100%)of the votes of the
Association. The proportionate interest of any Unit Owner in any replacement reserve shall be
appurtenant to the Unit and shall not be separately withdrawn, assigned or transferred. If the
reserve is inadequate for any reason, the Board may levy a further Assessment, payable as the
Board determines necessary at any time. The Board will specifically earmark such capital
reserve fund for stated capital purposes and keep special assessments in a separate bank account.
The Board shall keep documentation of and treat all such funds as capital items on the
Association books.
9
f Working Capital Fund. The Executive Board shall establish a working capital
fund which shall be used for the start-up costs of the Condominium, including the purchase of
cleaning and maintenance equipment, furniture and fixtures beyond that supplied by the
Declarant and any initial insurance fees. Additionally, start-up costs shall include extraordinary
expenditures, temporary operating deficits due to seasonal fluctuations, etc.
g. Effect of Failure to Prepare or Adopt Budget. The failure or delay of the
Executive Board to prepare or adopt a budget for any fiscal year shall not constitute a waiver or
release in any manner of a Unit Owner's obligation to pay his or her allocable share of the
Common Expenses as herein provided whenever the same shall be determined and, in the
absence of any annual budget or adjusted budget, each Unit Owner shall continue to pay each
monthly installment at the monthly rate established for the previous fiscal year until notice of the
monthly payment which is due.
h. Availability of Financial Statements and Project Documents. Upon the receipt
of a written request by the Association from a Unit Owner or an Institutional Mortgagee, the
Association shall make the most recent regularly prepared income and expense statement of the
Association, the current operating budget of the Association and all project related documents,
including the Declaration, By-Laws, Rules and Regulations, books and records of the
Association available for inspection during regular business hours at the Association's office.
Section 5.2 Payment of Common Expenses. No Unit Owner may exempt himself/herself
from liability for his/her contribution toward Common Expenses by waiver of the use or
enjoyment of any of the Common Elements or by abandonment of his/her Unit. All accounts not
paid when due, including interest and costs, and reasonable attorney's fees, shall be a lien against
the Unit Owner's Unit. Prior to or at the time of any conveyance of a Unit by a Unit Owner, all
liens and unpaid Assessments shall be paid in full and discharged.
Section 5.3 Collection of Assessments. The Executive Board, or the Managing Agent at
the request of the Executive Board, shall take prompt action to collect any Assessments for
Common Expenses due from any Unit Owner that remain unpaid for more than thirty(30) days
from the due date for payment thereof. Any assessment or installment thereof, not paid within
five(5) days after the due date shall accrue a late charge in such reasonable amount as a
percentage of the overdue assessment or installment as the Executive Board shall establish from
time to time. Any Unit Owner who fails to make such payment within such period shall also be
assessed the costs incurred by the Association to collect such unpaid assessments. All such
assessments for Common Expenses, including interest, penalties, attorney's fees and costs shall
become on the date such assessments are due, a lien against the Unit so assessed, and shall also
be the personal obligation of the Unit Owner at the time the Assessments become due.
Section 5.4 Statements.
a. Statement of Common Expenses. Within ten(10) days after a request by a Unit
Owner, the Executive Board shall provide the Unit Owner with a written statement of all unpaid
10
Assessments for Common Expenses due from the Unit Owner. The Executive Board shall not
impose a charge for the preparation of such statement.
b. Statement of Default. The Board of Directors will make a reasonable effort to
notify any mortgagee of any Unit, upon request, of any default in the performance by the Unit
Owner of any obligation pursuant to the Declaration, the By-Laws and the Rules and
Regulations, which is not cured within sixty(60) days of notice to each Unit Owner of such
default.
ARTICLE VI
Miscellaneous
Section 6.1 Amendments. Except as otherwise provided herein, these By-Laws may be
amended by the affirmative vote of at least one hundred percent (l00%)of the Unit Owners
entitled to vote on the matter.
Section 6.2 Amendments to Declaration. Amendments to the Declaration required by the
Act to be recorded by the Association shall be prepared, executed, recorded and certified on
behalf of the Association by any officer of the Association designated for that purpose or, in the
absence of designation, by the President of the Association.
Section 6.3 Notices. All notices, demands, bills, statements or other communications
shall be in writing and shall be deemed to have been duly given if delivered personally, or if sent
postage prepaid: (i) if to a Unit Owner, at the address which the Unit Owner shall designate in
writing and file with the Secretary or, if no such address is designated, at the address of the Unit
of such Unit Owner; or(ii) if to the Association or the Executive Board,to the principal office of
the Association or at such other address as shall be designated in writing to the Unit Owners
pursuant to this paragraph.
Section 6.4 Captions. The captions herein are inserted only as a matter of convenience
and for reference, and in no way define, limit or describe the scope of these By-Laws or the
intent of any provisions thereof.
Section 6.5 Gender. The use of the masculine gender in these By-Laws shall be deemed
to include the feminine and neuter genders and the use of the singular shall be deemed to include
the plural, and vice versa, whenever the context so requires.
The undersigned hereby certifies that as of December , 2009 this is a true and
accurate copy of the By-Laws of the Association adopted by resolution at the organization
meeting of the Association held on December , 2009.
By:
Secretary
11
EXHIBIT F TO DECLARATION
Master Sign Plan
Page 35 of 35
FIT-UP AGREEMENT
THIS AGREEMENT made this day of December, in the year
2009 by and between the CITY OF SOUTH BURLINGTON, a Vermont
municipality located in Chittenden County, Vermont, (hereinafter
referred to as "OWNER" ) , and R.E .M. DEVELOPMENT COMPANY, LLC, a
Vermont limited liability company with a place of business in
Williston, Vermont (hereinafter referred to as "CONTRACTOR") .
OWNER and CONTRACTOR, in consideration of the mutual covenants
hereinafter set forth, agree as follows :
Article 1 - Work
CONTRACTOR shall complete all Work as specified or indicated
in the Contract Documents . The Work is generally described as
follows : Construction of an addition approximately 1250 square
feet in size to an existing building located at 19 Gregory Drive
in South Burlington and perform interior fit-up of approximately
26, 090 square feet of space located on the existing first and
second floors of said building. The Drawings set forth in
Article 9 shall control over this general description.
Article 2 - Clerk of the Works
OWNER has contracted with Al Dipietro (hereinafter "CLERK")
to provide clerk of the works services during performance of the
work. CLERK shall have no authority to direct or supervise
performance of the Work or authorize any change in the Work.
Article 3 - Design and Construction Manactement
The project has been designed by Contractor, with
architectural assistance provided by GK Architects of Winooski,
1
Vermont, (hereinafter referred to as Architect) . CONTRACTOR will
assume all duties and responsibilities and will have the rights
and authority customarily assigned to construction manager,
including, if necessary, having Architect prepare all required
drawings and construction plans. For services provided as
construction manager, including services which have been provided
by Architect to date and services that may be provided by
Architect during construction, CONTRACTOR shall be paid total
compensation of $100, 000. OWNER shall pay CONTRACTOR the total
compensation of $100, 000, less any deduction pursuant to Article
5 and Section 6.2 below, upon final completion of the Work.
Article 4 - Contract Time
3. 1 The Work must commence within seven (7) days of
issuance of the Notice to Proceed.
3. 2 The Work will be substantially completed on or before
June 1, 2010, and fully, completed and ready for final payment on
or before July 1, 2010.
Article 5 - Contract Price
OWNER shall pay CONTRACTOR for performance of the Work, in
accordance with the Contract Documents, a Guaranteed Maximum
Contract Price of $1, 240, 000 . Except as otherwise expressly
provided in this agreement, CONTRACTOR shall not be entitled to
recover additional compensation from OWNER for full performance
of the Work unless CONTRACTOR incurs expenses that are the direct
result of actions of OWNER, or its employees, officers and
agents.
2
Article 6 - Payment Procedures
6 . 1 Progress Payments. OWNER shall make progress payments
on account of the Contract Price on the basis of CONTRACTOR' S
Applications for Payment, on or about the 30L' day of each month
during construction as provided below. All progress payments
will be based on CONTRACTOR' S cost for materials and labor,
without any markup for overhead and profit, for Work performed
during the relevant progress time period. Progress payment
requests shall be reviewed by the Clerk and approved if found to
be reasonable. Payment requests received by the 30th day of a
month shall be paid by OWNER by the third Friday of the next
following month.
6.2 Final Payment. Upon final completion and acceptance of
the Work by OWNER, OWNER shall pay the CONTRACTOR the remainder
of any amounts due for performance of the Work, not exceeding the
Guaranteed Maximum Price, which amount may be increased by the
amount of the payment due under Article 3 above, but in no case
more than $1, 340, 000.
Article 7 - Interest
All moneys not paid when due hereunder shall bear interest
at six percent (6%) per annum.
Article 8 - Contractor's Representations
In order to induce OWNER to enter into this Agreement
CONTRACTOR makes the following representations:
8 . 1 CONTRACTOR has familiarized itself with the nature and
extent of the Contract Documents, Work, locality, and with all
3
local conditions and federal, state and local laws, ordinances,
rules and regulations that in any manner may affect cost,
progress or performance of the Work.
8 .2 CONTRACTOR has studied carefully all reports of
investigations and tests of subsurface and latent physical
conditions at the site or otherwise affecting cost, progress or
performance of the Work.
8 . 3 CONTRACTOR has made or caused to be made examinations,
investigations and tests and studies , of such reports and related
data in addition to those referred to in paragraph 8 .2 as it
deems necessary for the performance of the Work at the Contract
Price, within the Contract Time and in accordance with the other
terms and conditions of the Contract Documents; and no additional
examinations, investigations, tests, reports or similar data are
or will be required by CONTRACTOR for such purposes .
8 . 4 CONTRACTOR has correlated the results of all such ,
observations, examinations, investigations, tests, reports and
data with the terms and conditions of the Contract Documents.
8 . 5 CONTRACTOR has given OWNER written notice of all
conflicts, errors or discrepancies that it has discovered in the
Contract Documents and the written resolution thereof by OWNER is
acceptable to CONTRACTOR.
8 . 6 CONTRACTOR agrees to furnish a Warrantee Bond in the
amount of the full Contract Price which will continue in effect
for one (1) full year after final completion of Work.
Article 9 Contract Documents
4
The Contract Documents which comprise the entire agreement
between OWNER and CONTRACTOR are attached to this Agreement, made
a part hereof and consists of the following:
9. 1 This Agreement (pages 1 to 7, inclusive) .
9.2 Notice of Award.
9. 3 Drawings, consisting of two sheets numbered A-1 and A-
2, with each sheet bearing the following general title : R.E.M.
Development Company, LLC, South Burlington Police Department @ 19
Gregory Drive, South Burlington, Vermont, dated 12/09/2009 and
prepared by GK Architects .
9. 4 Any Modification, including Change Orders, duly
delivered after execution of Agreement.
9. 5 Land Use Permit No. 4C019-5B, dated December 2, 2009.
9. 6 City of South Burlington Land Development Approval SP-
07-59, ZP-07-377, SP-09-88 .
There are no Contract Documents other than those listed
above in this Article 9 . The Contract Documents may only be
altered, amended or repealed by a mutual agreement of the
parties .
Article 10 - Miscellaneous
10. 1 No assignment by a party hereto of any rights under or
interests in the Contract Documents will be binding on another
party hereto without the written consent of the party sought to
be bound; and specifically but without limitation, moneys that
may become due and moneys that are due may not be assigned
without such consent (except to the extent that the effect of
5
this restriction may be, limited bylaw) , and unless specifically
stated to the contrary in any written consent to an assignment no
assignment will release or discharge the assignor from any duty
or responsibility under the Contract Documents .
10. 3 OWNER and CONTRACTOR each binds itself, its partners,
successors, assigns and legal representatives to the other party
hereto, its partners, successors, assigns and legal
representatives in respect to all covenants, agreements and
obligations contained in the Contract Documents .
Article 11 - Other Provisions
11 . 1 Without invalidating the Agreement and without
notice to any surety, OWNER may, at any time, or from time to
time, order deletions or revision of the Work; these will be
authorized by a written amendment or a change order. The
Contract Price shall be adjusted by an amount mutually agreed
upon by the parties. Upon receipt of a document directing a
change in the Work, CONTRACTOR shall promptly proceed with the
Work involved which will be performed under the applicable
conditions of the Contract Documents (except as otherwise
specifically provided) ,
11.2 CONTRACTOR warrants and guarantees to OWNER that all
work will be in accordance with the Contract Documents and with
generally-accepted industry standards and will not be defective.
Prompt notice of all defects shall be given to CONTRACTOR. All
defective work, whether or not in place, may be rejected by OWNER
and shall be corrected by CONTRACTOR with no increase in the
6
Contract Price .
11 .3 From time to time during performance of the Work, OWNER
may request that CONTRACTOR purchase, install or construct
specific improvements that are not part of the Work on a "time
and materials" basis with no mark-up above CONTRACTOR' S actual
cost . CONTRACTOR agrees to provide OWNER an estimate of the cost
of such requests and, if authorized in writing by OWNER, shall
perform them. Any items performed by CONTRACTOR under this
provision shall become a portion of the Work, except that
compensation paid for such items shall be in addition to the
Contract Price.
IN WITNESS WHEREOF, the parties hereto have signed this
Agreement in duplicate. One counterpart each has been delivered
to OWNER and CONTRACTOR. All portions of the Contract Documents
have been signed or identified by OWNER and CONTRACTOR.
This Agreement will be effective on 2009.
OWNER, CONTRACTOR,
By: By•
(Corporate Seal) (Corporate Seal)
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AGREEMENT
THIS AGREEMENT made this day of December, in the year
2009 by and between the CITY OF SOUTH BURLINGTON, a Vermont
municipality located in Chittenden County, Vermont, (hereinafter
referred to as "PURCHASER") , and R.E .M. DEVELOPMENT COMPANY, LLC,
a Vermont limited liability company with a place of business in
Williston, Vermont (hereinafter referred to as "SELLER") ..
WHEREAS, SELLER has, on the date of this Agreement conveyed
to PURCHASER property known and identified as Unit 2 of a
condominium known as "19 Gregory Drive", located at 19 Gregory
Drive in the City of South Burlington, Vermont; and
WHEREAS, PURCHASER' s purchase of Unit 2 from SELLER was made
contingent upon SELLER' s further agreement to grant to PURCHASER
an Option to Purchase Unit 1 located in the above-mentioned
condominium ("Option Property") ; and
WHEREAS, SELLER currently lacks certain information
necessary to establish all, terms and conditions to be included in
the Option to Purchase;
NOW THEREFORE, PURCHASER and SELLER, in consideration of the
mutual covenants hereinafter set forth, agree as follows:
1 . On or before February 15, 2010, SELLER shall grant and
convey to PURCHASER an Option to Purchase the Option Property
("Option Agreement") .
2 . The Option Agreement shall reflect the following
general terms and conditions:
A. The Option Agreement shall be for a term of twenty
1
(20) years, commencing on February 15, 2010 ("Term") ; and
B. The price for purchase of the Option Property
shall be based upon the fair market value of the Option Property
as of February 15, 2010, which value shall be determined using
appraisal practices and methodologies common used in Vermont for
the appraisal of commercial property; and
C. The value of the Option Property determined in the
above-stated manner shall be the Purchase Price for the Option
Property if PURCHASER exercises its purchase right under the
Option Agreement on February 15, 2010 ("Initial Purchase Price") ;
and;
D. Upon each anniversary of the Option Agreement, the
Initial Purchase Price shall be decreased by not less than five
percent (5%) ("Adjusted Purchase Price") ; and
E. If PURCHASER exercises its purchase right under
the Option Agreement on a date other than an anniversary date,
the Adjusted Purchase Price on the next occurring anniversary
date shall be prorated retroactively to the date of the exercise
of the purchase right; and
F. On February 14, 2030, PURCHASER shall have the
right to purchase the Option Property for One Dollar ($1 .00) ; and
G. The Option Agreement shall expire and PURCHASER' s
right to purchase the Option Property pursuant to the Option
Agreement at midnight on February 14, 2030 ("Termination Date") ;
and
H. During the Option Term, SELLER shall have the
2
right to lease the Option Property provided that no lease term,
including renewal terms, shall extend beyond the Termination
Date; and
I . Upon PURCHASER' s exercise of its purchase right
under the Option Agreement, SELLER shall convey the Option
Property to PURCHASER by a good and sufficient Vermont warranty
deed, except as provided below; and
J. If PURCHASER exercises its purchase right under
the Option Agreement prior to the Termination Date, SELLER may
convey the Option Property to PURCHASER subject to any lease then
in effect.
3. In addition to the above-stated general terms and
conditions, the Option Agreement shall contain such other terms
and conditions as are customary in Vermont for option agreements
to purchase commercial property.
4. The parties hereto agree that the Option Property has
unique and specific value to PURCHASER and for such reason, if
SELLER fails to fully perform its obligations hereunder,
PURCHASER may seek specific performance of this Agreement, in
addition to any other relief available to PURCHASER upon SELLER's
breach.
5. No assignment by a party hereto of any rights under or
interests in this Agreement will be binding on the other party
hereto without the written consent of the party to be bound.
6. PURCHASER and SELLER each binds itself, its partners,
3
successors, assigns and legal representatives to the other party
hereto, its partners, successors, assigns and legal
representatives in respect to all covenants, agreements and
obligations contained herein.
IN WITNESS WHEREOF, the parties hereto have signed this
Agreement in duplicate. One counterpart each has been delivered
to PURCHASER and SELLER.
This Agreement will be effective on , 2009.
PURCHASER, SELLER,
By: By
(Corporate Seal) (Corporate Seal)
Attest Attest
Address for giving notices : Address for giving notices: ,,
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