TRI-PARTY PURCHASE AND SALE CONTRACT

This Purchase and Sale Contract (the "Contract") is entered into on January 26, 2015, by and between Champlain Housing Trust, Inc., a Vermont non-profit corporation with its principal office in Burlington, County of Chittenden, State of Vermont ("CHT"), Diane M. Woodmanof Milton, VT (the "Purchaser") and Michael A. and Martha B. Plant of St. Albans, VT (the "Seller") (collectively the "Parties").

WHEREAS, CHT is the holder of an option (the "Option") to purchase the property located at3 Pine Lane, St. Albans , VT (the "Property") from the Seller pursuant to a Ground Lease Agreement by and between CHT (Burlington Community Land Trust) and the Seller, dated May 27, 2010and recorded in the Land Records; Book 112, pages 63-65 and a Declaration of Covenant by and between CHT (Burlington Community Land Trust) and the Seller, dated May 27, 2010and recorded in the Land Records; Book 112, pages 66-70.

Property Description: 2 Bedroom, 1 Bathroom Ranch

WHEREAS, pursuant to the terms of the Option, CHT has offered to purchase the Property from the Seller for the principal sum of $112,000 (the “CHT Purchase Price”) and the Seller has agreed to sell the Property for said sum;

WHEREAS, CHT has offered to sell the Property to the Purchaser for the principal sum of $153,000the “CHT Selling Price”) and the Purchaser has agreed to purchase the Property for said sum contingent on CHT providing the following grant(s)/loan(s) to the Purchaser: $33,000.

Which includes the following grant(s):

VHCB / $33,000

WHEREAS, in exchange for CHT’s facilitation of the above referenced grant(s)/loan(s), the Purchaser has agreed to enter into certain agreements with, and/or to provide certain covenants and mortgages to CHT and/or Vermont Housing and Conservation Board.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the following:

1. Earnest Money Deposit from Purchaser:

The Purchaser will pay $2,000, by _ X__ (personal check) ___ (bank check) ___ (cash) to be held as a deposit on the purchase of the Property. The deposit will be held by CHT in a non-interest bearing account.

2. Purchase Contingency:

CHT’s obligation to purchase the Property from the Seller in accordance with the terms of this Contract is contingent upon the following:

a.CHT’s simultaneous closing on the sale of the Property to the Purchaser pursuant to the terms and conditions of this Contract; and

b.The Purchaser’s satisfaction of the obligations and contingencies outlined herein,

including but not limited to the financing contingency, inspection contingency and lead based paint inspection contingency, if any.

If there is a failure of any of the contingencies set forth herein, or closing on the Property fails to occur between CHT and the Purchaser for any reason whatsoever, then CHT shall have the right to terminate its obligation to purchase the property under this Contract by giving written notice to the Seller of CHT's election to terminate. CHT and the Seller shall thereafter be released from any further obligations to each other under this Contract.

3. Resale Contingency:

CHT's obligation to sell the Property to the Purchaser in accordance with the terms of this Contract is contingent upon CHT’s simultaneous purchase of the Property from the Seller pursuant to the terms and conditions of this Contract. CHT’s obligation to sell to the Purchaser is also subject to approval by the Vermont Housing and Conservation Board. If there is a failure of any of the contingencies set forth herein, or closing on the Property fails to occur between CHT and the Seller for any reason whatsoever, then CHT shall have the right to terminate its obligation to sell the property under this Contract by giving written notice to the Purchaser of CHT's election to terminate. CHT and the Purchaser shall thereafter be released from any further obligations to each other under this Contract and all deposit money shall be forthwith returned to the Purchaser.

4. Affordability Contingency:

The Purchaser acknowledges that the cost to the Purchaser to acquire the Property is below fair market value due to financial assistance to be provided by CHT. In consideration of such financial assistance, the Purchaser agrees to enter into certain agreements with and/or to provide certain covenants and mortgages to CHT and/or Vermont Housing and Conservation Board, for the purpose of preserving affordable housing (the “Documents”). Drafts of the proposed Documents are attached to this Contract, and Purchaser shall have ten (10) working days from the date of this Contract to review said drafts with his or her attorney. The Purchaser shall have the right to TERMINATE this Contract provided written notice is given directly to all Parties of the desire to terminate within the ten (10) day period described in the preceding sentence. In the event the Purchaser terminates this Contract in accordance with this provision, all deposit money shall be forthwith returned to the Purchaser and this Contract shall be terminated and of no further force and effect.

For the Purchaser to receive aforementioned grant funds from CHT, their lender must verify that the Purchaser’s gross annual household income for the previous twelve months is less than $56,150.

5. Title Report Contingency:

This Contract is contingent upon receipt by CHT of an Attorney’s Opinion and Report on Title from the Purchaser’s attorney and paid for by the Purchaser, which certifies marketable title and expressly states that CHT may rely on said Opinion and Report on Title to the same extent as the Purchaser.

6. Financing Contingency:

The Purchaser's obligation under this Contract is subject to a financing contingency that the Purchaser obtain mortgage financing for at least $120,000at prevailing rates and upon conventional terms. The Purchaser agrees to act diligently and in good faith to obtain such financing and shall, within five (5) working days after the date of the Contract, submit a complete and accurate application for mortgage financing to at least one financial institution currently providing such loans requesting financing in the amount and on the terms provided in this Contract. If the Purchaser fails to timely submit such an application, this financing contingency is waived by the Purchaser.

If, despite best efforts, the Purchaser is unable to obtain the financing specified in this Contract by February 26, 2015, the Purchaser shall have the right to TERMINATE this Contract; provided, however, the Purchaser gives written notice directly to CHT and the Seller or their respective attorneys within three (3) working days after the above date of the Purchaser's inability to obtain such financing. In the event the Purchaser terminates this Contract in accordance with the provisions of this financing contingency, all deposit money shall be forthwith returned to the Purchaser and this Contract shall be terminated and of no further force and effect. The responsibility to notify CHT and the Seller or their respective attorneys of the Purchaser's termination of the Contract based on the inability to obtain financing shall be solely that of the Purchaser or the Purchaser's attorney.

7. Inspection Contingency:

This Contract is contingent upon satisfactory inspections, including but not limited to, engineering and wood-boring insect inspections on the subject land and improvements by qualified inspectors chosen by the Purchaser, to be paid for by the Purchaser and to be completed (including a written report) by February 9, 2015. If said inspection and report disclose any environmental, structural or mechanical defects or damages as definedby the generally prevailing standards in the construction industry in Chittenden County, including but not limited to defects in or damages to the foundation, roof, chimneys, well, septic, plumbing, wiring, or heating system, or the presence of wood-boring insects, the presence of asbestos, the presence of contaminants in the drinking water, or the presence of radon gas (in excess of 4 pico curies per cubic liter), the Purchaser shall have the right within five (5) business days from receipt of the written report to terminate this Contract and receive back all deposit monies. The Purchaser and the inspector shall have the right of access to the premises at reasonable times upon 48 hours advance notice to the Seller for the purposes of inspecting the condition of the Property. CHT shall be present at the inspection and a copy of the inspection report will be shared by the Purchaser with CHT.

8. Lead-Based Paint:

Based upon representations made by the Seller and CHT and the Purchaser's own investigation and information, it is agreed that the property __ is __ is not (check one) pre-1978 residential real estate as defined by federal law and, therefore, __ is ___ is not subject to Federal Lead-Based Paint Regulations. If the property is pre-1978 residential real estate (both "is" boxes are checked), the seller must provide lead based paint educational materials.

9. Special Conditions to Contract:

The following special conditions or written addenda signed by the Parties are made a part of this Contract and are incorporated herein:

  1. Lead-Based Paint Education: ___ yes ___ no;
  1. The Purchaser and the Seller shall have 7 working days from the date of this Contract to review the terms of this Contract with an attorney licensed to practice law in the State of Vermont. The Purchaser and/or the Seller shall have the right to TERMINATE this Contract provided written notice is given directly to all Parties of the desire to terminate within the 7 working days period described in the preceding sentence. In the event the Purchaser and/or the Seller terminate this Contract in accordance with this provision, all deposit money shall be forthwith returned to the Purchaser and this Contract shall be terminated and of no further force and effect.
  1. Purchase from Seller is contingent upon Seller’s satisfactory completion and execution of attached Seller Property Information Report.
  1. CHT's purchase and sale of the Property is contingent upon Buyer's payment to CHT of a transaction fee in the amount of One Thousand Dollars ($1,000.00). The fee will cover a portion of the costs incurred by CHT in its facilitation of this transaction. Buyers Initials ______
  1. If the Property is a public building (including but not limited to a condominium or multiple dwelling using a common roof, i.e. a duplex), Seller shall, prior to closing, facilitate an inspection by the Vermont Department of Public Safety, Division of Fire Safety (the “State”). Seller shall provide Purchaser and CHT with a copy of the inspection report produced by the State. Seller shall be responsible for the full cost of all work, if any, required to bring the Property into compliance with any and all statutes or codes enforced by the State (the “Work”). Unless otherwise agreed to in writing by the Parties, all Work shall be completed prior to closing.
  1. Purchaser to review and find acceptable relevant condominium association documents provided by the Seller byN/A, unless otherwise indicated,including the following:
  • by-laws,
  • rules and regulations,
  • the most recent condo association minutes;
  • the Resale Certificate, (7 working days before closing)
  • the annual budget;(7 working days before closing)
  • and income and expense statement (7 working days before closing)
  1. Purchaser must attend the Homebuyer Education Workshop by N/A- Already Completed and have the subsequent one-on-one counseling session by February 26, 2015.
  1. Purchaser must be deemed “Mortgage Ready” (see exhibit A for Mortgage Ready definition) by a CHT homeownership counselor. CHT shall have the right to TERMINATE this Contract if the purchase is not Mortgage Ready by February 26, 2015. In the event CHT terminates this Contract in accordance with this provision, all deposit money shall be forthwith returned to the Purchaser and this Contract shall be terminated and of no further force and effect.
  1. Included in the sale is the following personal property:
  2. Refrigerator, electric stove, dishwasher and microwave.

This personal property is being sold with the property for the convenience of the seller and has no added value.

  1. Other special conditions or addenda: ___yes __x__no;

10. Closing:

Closing shall be held on or before March 13, 2015(the "Closing Date"), at a mutually agreed upon location, or at such other place as may be mutually agreed upon by the Parties.

11. Notice:

All notices, demands, or other writings required to be given by the Parties hereto pursuant to this Contract shall be sufficient if mailed certified mail, return receipt requested, and addressed as follows:

CHT: 88 King St.

Burlington, VT 05401

Attn: Brandy Grattan

(w) 861-7337 (fax) 660-0641

Seller:Michael A. and Martha B. Plant

3 Pine Lane, St. Albans, VT 05478

802-555-1212

Purchaser:Diane . Woodman

123 South Main Street

Milton, VT05468

802-555-5555

Each party hereby agrees to notify the others of any changes in said party’s address. CHT hereby agrees that notice to its respective agent, as recorded with the Office of the Secretary of State, will satisfy the notice requirements herein, as long as copies of said notice is also sent to CHT’s address as provided for herein.

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CHT hereby offers and agrees to purchase the Property from the Seller at the CHT Purchase Price and to sell the Property to the Purchaser at the CHT Selling Price and upon and subject to the terms and conditions of this Contract.

Date: ______By: ______,

CHAMPLAIN HOUSING TRUST, INC.

Duly authorized agent

The Seller agrees to sell the Property to CHT, at the CHT Purchase Price and upon and subject to the conditions of this Contract.

Date: ______,

Seller

Date: ______,

Seller

The Purchaser hereby agrees to purchase the Property from CHT at the CHT Selling Price and upon and subject to the terms and conditions of this Contract.

Date:______ ______,

Purchaser

TERMS AND CONDITIONS

Except as otherwise specifically agreed in writing, the following terms and conditions shall govern this Purchase and Sale Contract:

(1) Closing: The closing shall take place on or before the date set forth on the face of this Contract at such place as is mutually agreed upon by the Parties.

(2) Possession: Possession and occupancy of the premises, together with all keys to the premises, shall be given upon closing unless otherwise agreed in writing. The Seller shall leave the premises broom clean, free from all occupants, and shall remove all personal property not being sold hereunder together with the personal property of all occupants. The Seller agrees to permit the Purchaser and/or CHT to inspect the premises within 24 hours prior to the date set for closing to ensure compliance with this provision.

(3) Payment of Purchase Prices: Payment of the purchase prices, adjusted for deposits previously received, are due at closing and are to be paid by cash, certified check or cashier's check.

(4) Deed: The evidence of title to CHT shall be by Vermont Warranty Deed, furnished and paid for by the Seller, conveying marketable title, as defined by Vermont law, to the real property described in this Contract. The Seller shall deliver a copy of said Warranty Deed to CHT at least five (5) days prior to closing.

The evidence of title to the Purchaser shall be by Vermont Warranty Deed, furnished and paid for by CHT, conveying marketable title, as defined by Vermont law, to the real property described in this Contract. CHT shall deliver a copy of said Warranty Deed to the Purchaser at least three (3) days prior to closing.

(5) Property Transfer Tax/Act 250 Disclosure Statement: The sale of the Property from the Seller to CHT is exempt from the Vermont Property Transfer Tax. Unless otherwise provided for as a Special Condition on the face of this Contract, the Purchaser shall bear the expense and shall pay the Vermont Property Transfer Tax due as a result of the sale of the Property from CHT to the Purchaser. In the event the Seller is required to provide CHT with an Act 250 Disclosure Statement and fails to provide such a statement or provides the statement in an untimely manner, CHT may declare this Contract unenforceable, rescind this transaction or pursue the Seller for damages arising out of the failure to provide an Act 250 Disclosure Statement. CHT’s acceptance of the Seller's deed at closing shall constitute a waiver and release of CHT’s rights described in the previous sentence. In the event CHT is required to provide the Purchaser with an Act 250 Disclosure Statement and fails to provide such a statement or provides the statement in an untimely manner, the Purchaser may declare this Contract unenforceable, rescind this transaction or pursue CHT for damages arising out of the failure to provide an Act 250 Disclosure Statement. The Purchaser’s acceptance of CHT's deed at closing shall constitute a waiver and release of the Purchaser’s rights described in the previous sentence.

(6) Land Gains Tax: The Seller shall be liable for any Vermont Land Gains Tax due on account of this sale, and, at or prior to the closing, shall provide CHT with satisfactory proof either that there is no such tax due or that the same has been paid in full. CHT is exempt from the Land Gains Tax.