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HomeMy WebLinkAboutSP-23-051 - Supplemental - 0004 Laurel Hill Drive (3)PURCHASE & SALE AGREEMENT This Agreement (the “Agreement”) is by and between the VERMONT LAND TRUST, INC., a Vermont non-profit corporation having its principal place of business in Montpelier, Vermont (“Seller”) and LAUREL HILL APARTMENTS, LLC, a Vermont limited liability company having a place of business in Shelburne, Vermont (“Buyer”), and is made and entered into as of the date of execution by the last party to execute this Agreement (the “Effective Date”). Background 1. Vermont Land Trust acquired Transferable Development Rights (“TDRs”) from Leduc Farm, Inc. by Warranty Deed dated September 30, 2009, and recorded in Volume 896 at Page 228 of the City of South Burlington Land Records. The TDRs conveyed to Vermont Land Trust, Inc. from Leduc Farm, Inc. are derived from property located off Cheesefactory Road in South Burlington. 2. Buyer is seeking permits and approvals to construct residential units on Buyer’s property located at 4 Laurel Hill Drive, South Burlington, VT (the “Project”). In order to construct the Project, Buyer requires three (3) units of additional density, or three (3) TDRs. 3. Buyer and Seller enter into this Agreement in order to grant Buyer the exclusive right to purchase up to three (3) TDRs from Seller, pursuant to South Burlington’s Land Development Regulations, subject to the terms and conditions of this Agreement. N O W, T H E R E F O R E , 1. Purchase and Sale. Seller hereby agrees to sell to the Buyer, and Buyer hereby agrees to purchase from Seller, three (3) TDRs according to the remaining terms and conditions of this Agreement. 2. Purchase Price. The purchase price is Thirty Thousand Dollars ($30,000) for the three of Seller’s TDRs ($10,000 per TDR), payable in cash, certified funds or bank wire at the Closing (as defined below) upon the transfer of title to Buyer. 3. Contingencies. This agreement is contingent on Buyer receiving necessary permits and approvals from the City of South Burlington, enabling the Project. 4. Closing. The closing and transfer of title (the “Closing”) shall take place at Seller’s Montpelier office at 8 Bailey Avenue, Montpelier, Vermont, on or before February 29, 2024, or on such earlier date as the parties may mutually agree. 5. Transfer Documents. Seller shall deliver to Buyer, at the Closing, against payment of the Purchase Price, in form satisfactory to Buyer and its counsel, as needed, the following: (a) A Deed, sufficient to convey good, and marketable title to the Vermont Land Trust TDRs. (b) A completed Vermont Property Transfer Tax Return. 6. Costs. The Seller shall pay any Land Gains Tax applicable to the transfer. The Buyer shall pay any Property Transfer Tax applicable to the transfer, and all recording costs. DocuSign Envelope ID: DD16BB15-269C-411A-BFE5-A69CA15A72F3 7. Commissions and Fees. The parties hereto warrant and represent to each other that they have no knowledge of any real estate broker or agent to whom a commission may be payable as a result of this transaction or any such knowledge of any other finder’s fees or commissions related thereto. Each party agrees to indemnify and hold harmless the other for all claims or demands of any real estate agent or broker claiming by, through, or under such party. This indemnification shall also include payment of costs and attorneys’ fees incurred by a party in defense of a claim for such real estate commissions or fees. 8. Default. If Buyer fails to complete the purchase as provided herein, or is otherwise in default under this Agreement, Seller may terminate this Agreement. If Seller fails to complete the sale as provided in this Agreement or is otherwise in default under this Agreement, Buyer may terminate this Agreement. These shall be Seller’s and Buyer’s sole remedies at law and in equity for default under this Agreement. Neither party shall be entitled to any consequential damages from the other party. 9. Notices and Electronic Signatures. Any notice required under this Agreement shall be deemed given either upon hand delivery of a writing to the party entitled to notice, or upon mailing same to the party entitled to notice by certified mail, return receipt requested, to the following addresses: Seller: Christine McShea, Esq. Vermont Land Trust 8 Bailey Ave Montpelier, VT 05602 Buyer: Clint West Laurel Hill Apartments, LLC 232 Mount Philo Road Shelburne, VT 05482 This Agreement and any notice required hereunder may be executed by facsimile and/or by an electronically transmitted signature and/or in any number of counterparts, each of which shall be deemed and agreed to be an original but all of which, taken together or with appended counterpart signature pages, shall constitute one and the same instrument. It shall be sufficient that the signature of each party appears on one or more such counterparts or counterpart signature pages. 10. Binding Effect. This Agreement contains the entire understanding between Seller and Buyer. No amendment or modification shall be effective unless it is in writing and signed by both parties. No transfer or assignment of this Agreement to any third party shall be effective without the prior written consent of both parties. This Agreement shall be binding upon and enforceable by the undersigned parties and their respective successors, heirs, and assigns. The terms of this Agreement shall be interpreted in accordance with the laws of the State of Vermont. This Agreement may be entered into and notices sent hereunder by facsimile or other electronic transmission (“electronic transmission”) provided that the obligated party’s signature appears on the electronic transmission. Either party may record a memorandum of the existence of this Agreement in the City of South Burlington Land Records, but this agreement shall not be recorded. DocuSign Envelope ID: DD16BB15-269C-411A-BFE5-A69CA15A72F3 SELLER VERMONT LAND TRUST, INC. BY:____________________________ Date: _______________________ Its Duly Authorized Agent BUYER LAUREL HILL APARTMENTS, LLC BY:____________________________ Date: _______________________ Its Duly Authorized Agent DocuSign Envelope ID: DD16BB15-269C-411A-BFE5-A69CA15A72F3 12/23/2023 12/23/2023