AMENDED AND RESTATED
SPRING WATER LICENSE AND SUPPLY AGREEMENT
This Amended and Restated Spring Water License and Supply Agreement
(the "AGREEMENT") IS BY AND BETWEEN PRISTINE MOUNTAIN SPRINGS OF VERMONT, INC.,
A VERMONT CORPORATION ("PMSV"), AND AMSOURCE, LLC, a New Hampshire limited
liability company ("AMSO").
BACKGROUND
1. AMSO and PMSV are parties to a Priority Spring Water Supply Contract
dated January 28, 1999, pursuant to which AMSO agreed to purchase from PMSV and
PMSV agreed to sell to AMSO certain spring water (the "1/28/98 Supply
Agreement").
2. AMSO and PMSV now desire to amend and restate the 1/28/98 Supply
Agreement in its entirety, on the terms and conditions hereinafter set forth
N O W, T H E R E F O R E,
In consideration of the premises and the mutual covenants and
agreements herein set forth, and in reliance on the representations and
warranties contained herein, the parties hereby agree as follows:
SECTION 1. PURCHASE AND SALE: AMSO'S REQUIREMENTS. PMSV shall sell to
AMSO and AMSO shall purchase from PMSV all of AMSO's requirements for spring
water from PMSV's spring located on property in Stockbridge, Vermont (the
"Water"). Further PMSV grants AMSO the right and license to enter the
Stockbridge Property (as defined in Section 11 below) to take and purchase Water
in accordance with the terms of this Agreement. PMSV covenants and agrees that
during the term of this Agreement it will not enter into any contracts,
commitments, arrangements, agreements or undertakings with other purchasers
which would in any way impair, impede or prevent it from meeting all of AMSO's
requirements for Water.
SECTION 2. TERM: RENEWAL TERM. The initial term of this Agreement
begins on January 4, 1999 and continues through December 31, 2023, unless sooner
terminated, renewed or extended as hereinafter provided. AMSO shall have the
option to renew this Agreement for an additional term beginning on January 1,
2024 and ending on January 15, 2049, on the same terms and conditions herein set
forth, except with respect to the purchase price adjustment set forth in Section
3 hereof. AMSO's option to renew shall be exercised, if at all, by written
notice form AMSO to PMSV given not later than six (6) months prior to the
expiration of the initial term of this Agreement.
SECTION 3. PRICE: ADJUSTMENT OF PRICE. AMSO shall pay to PMSV during the
period from the date hereof through and including December 31, 2009 (the "Base
Sales Price"):
(a) During each calendar year, one and one-half cents ($0.015) per
gallon of Water for gallons 1 - 3,000,000;
(b) During each calendar year, one cent ($0.01) per gallon of
Water for gallons 3,000,001 - 10,000,000; and
(c) During each calendar year, eight tenths of a cent ($0.008) per
gallon of Water for Gallons 10,000,000 or more.
Thereafter, the Base Sales Price shall be reviewed every five years by the
parties and adjusted accordingly to market conditions as mutually determined and
agreed by the parties. If, by March 15 in years 2014, 2019, 2024, 2029, 2034,
2039 and 2044, the parties have not been able to agree upon an amount for the
adjustment, the adjustment shall automatically be based on the average Consumer
Price Index (CPI) increase or decrease during the immediately preceding
five-year period. The Base Sales Price, as so adjusted, shall become the
applicable sales price for the next succeeding five-year incremental period.
PMSV shall invoice AMSO monthly for Water sold to AMSO during the preceding
month, and AMSO shall pay each invoice within sixty (60) days after receipt
thereof.
SECTION 4. HOURS OF OPERATION. PMSV represents and warrants to AMSO
that AMSO shall be entitled to take the Water by tanker truck at any time
twenty-four (24) hours a day, seven days a week, without violation of any
permits held by PMSV (all of which have been disclosed to AMSO) or applicable
law. PMSV shall immediately notify AMSO of any changes in permits, provisions,
restrictions or laws that would prohibit AMSO from taking Water during the times
and days specified above, and AMSO shall have no liability to PMSV with respect
to the foregoing indemnification until PMSV has so notified AMSO of any such
changes. AMSO shall indemnify and hold PMSV harmless from any cost or expenses
relating to any suits, controversies, actions or otherwise filed by any person,
corporation, entity or other governmental BODY, WHETHER FEDERAL, STATE OR LOCAL,
DUE TO ANY VIOLATION BY AMSO of any permit conditions or applicable laws
relating to hours of operation after PMSV has notified AMSO of such conditions
or changes in applicable law.
SECTION 5. BULK WATER LOADING STATION. PMSV shall maintain its high
volume loading facility (the "Bulk Water Loading Station") located on the
Stockbridge Property (as defined in Section 11 below) in accordance with
applicable industry and governmental regulations. PMSV shall make the Bulk Water
Loading Station available to AMSO on a priority basis, and if the Bulk Loading
Station is being repaired or if it is otherwise not available for any reason not
in violation of PMSV's obligations under this Agreement, PMSV agrees to make
available to AMSO the original facility on a priority basis.
SECTION 6. TRANSPORTATION. AMSO shall be responsible for arranging for the
transportation of all Water purchased from PMSV and PMSV shall have no liability
or obligations with respect thereto.
SECTION 7. COMPLIANCE WITH LAW. AMSO shall be responsible for obtaining and
maintaining all federal, state and local permits and licenses that may be
required by it in order for
it to purchase, haul, bottle and distribute the Water. If any federal, state or
local governmental authority imposes any requirements in connection with the
sale of Water to AMSO which would require testing or equipment in addition to
that presently performed or used by PMSV, AMSO shall so notify PMSV and PMSV
shall immediately purchase the required equipment and/or commence the required
testing.
In the event the Water does not meet Vermont EPA standards, or if the
water does not meet the then existing highest federal, state or local
governmental standards imposed in areas in which AMSO distributes or intends to
distribute, then AMSO shall have the right to purchase water from other
acceptable sources until such time as PMSV, at its own expense, can return and
sustain water quality to those water quality standards. In addition, AMSO shall
be entitled to purchase water from other sources in the event PMSV is not able
to meet all of AMSO's water supply needs.
SECTION 8. REPRESENTATIONS AND WARRANTIES OF PMSV. PMSV represents and
warrants to AMSO as follows:
(a) It has authority to execute and perform this Agreement, and
such performance will not violate, infringe or cause a default
under any other contract, agreement, order, judgment or
understanding by which it is legally bound or any law, order,
regulation, writ or ruling by which it is bound or to which it
or its business is subject.
(b) it is a validly formed corporation in good standing under the
laws of the State of Vermont.
(c) The spring on the Stockbridge Property which is the subject of
this Agreement (the "Spring") was pump tested in August, 1992
and showed a total flow of at least 900 gallons per minute.
The water from the spring meets or exceeds the Vermont EPA
water quality standards. PMSV knows of no change or other
event that would make the foregoing test results inaccurate.
(d) PMSV possesses all licenses, permits, franchises, easements or
rights thereto, necessary to conduct PMSV's business as now
conducted and as presently proposed to be conducted and to
sell Water to AMSO, and is not in violation of any valid
rights of others with respect to any of the foregoing.
SECTION 9. REPRESENTATIONS AND WARRANTIES OF AMSO.. AMSO represents and
warrants to PMSV as follows:
(a) It has the authority to execute and perform this Agreement,
and such performance will not violate, infringe or cause a
default under any other contract, agreement, order, judgment
or understanding by which it is legally bound or any law,
order, regulation, writ or ruling by which it is bound or to
which it or its business is subject.
(b) it is a validly formed limited liability company in good
standing under the laws of the State of New Hampshire.
(c) AMSO possesses all licenses, permits, franchises, easements,
or rights thereto, necessary to conduct AMSO's business as now
conducted and as presently proposed to be conducted and to
purchase Water to PMSV, and is not in violation of any valid
rights of others with respect to any of the foregoing.
SECTION 10. EVENTS OF DEFAULT. Upon the occurrence of any of the following
events (each of which is herein called an "Event of Default"):
(a) AMSO fails to make a scheduled payment for Water it purchases
within ninety (90) days after the invoice therefor becomes
due;
(b) If AMSO or PMSV shall:
1. apply for or consent to the appointment of a receiver,
trustee or liquidator
of it or any of its property;
2. admit in writing its inability to pay its debts as
they mature
3. make a general assignment or trust mortgage for the
benefit of creditors;
4. file a voluntary petition in bankruptcy, or a
petition or an answer seeking reorganization or any
arrangement with creditors or to take advantage of
any bankruptcy, reorganization, insolvency,
readjustment of debt, dissolution or liquidation law
or statute, or an answer admitting the material
allegations of a petition filed against it in any
proceeding under any such law, take any action for
the purpose of effecting any of the foregoing;
(c) If an order, judgment or decree shall be entered against
either party by any court of competent jurisdiction, approving
a petition seeking reorganization of such party, or appointing
a receiver, trustee or liquidator of the party or of all or a
substantial portion of its assets, and the same shall not be
dismissed or discharged within one hundred eighty (180) days
after notice thereof given by one party to the other; or
(d) If any judgment, writ, warrant of attachment or execution or
similar process shall be issued or levied against a
substantial part of the property of a party, and such
judgment, writ, or similar process shall not be released,
vacated, or fully bonded within one hundred eighty (180) days
after its issue or levy; or
(e) If default shall be made by either party in the performance or
compliance with any of the agreements, terms, covenants or
conditions in this Agreement, other than that referred to in
the foregoing subparagraph (a) with respect to payments
required to be made by AMSO, for a period of thirty (30) days
after notice from non-breaching party to the other party
specifying the items in default, or in the case of a default
of which cannot with due diligence be cured within said thirty
(30) day period, if the breaching party fails to commence
within said thirty (30) day period the steps necessary to cure
the same or thereafter to prosecute the curing of such default
with due diligence (it being understood that the time of the
breaching party within which to cure shall be extended for
such period as may be necessary to complete the same with all
due diligence);
then, and in case of every such Event of Default, and at any time thereafter,
the non-breaching party may, at its option elect to terminate this Agreement,
effective on written notice to the other. No such termination shall relieve
either party form the duty to perform all duties and obligations that accrued
prior to the effective date of termination.
SECTION 11. RIGHT OF FIRST REFUSAL. PMSV hereby grants to AMSO a right
of first refusal to purchase and/or to lease the Spring and the land, premises
and property on which the Spring is located, in Stockbridge, Vermont, together
with all improvements thereon, as more particularly descried on Exhibit "A"
hereto (the "Stockbridge Property"), during the term of this Agreement and any
renewal or extension, on the following terms and conditions. If PMSV shall
desire to sell or lease the Stockbridge Property and shall receive a bona fide
written offer to acquire or lease the same, PMSV shall promptly transmit a copy
of such offer to AMSO and shall offer to convey or lease the Stockbridge to
AMSO, at the price and on the terms and conditions set forth in such bona fide
offer. AMSO shall have thirty (30) days within which to accept such offer form
PMSV, by giving written notice thereof to PMSV. In the event AMSO accepts such
offer form PMSV, the parties shall fully and promptly comply with all terms of
the contract so created. If AMSO does not so accept, PMSV shall have the right
to transfer or lease the Stockbridge Property to the person or entity and at the
price and upon the terms and conditions set forth in such bona fide offer
received by PMSV, but only so long as such transfer or lease is effected within
ninety (90) days after the date on which AMSO received such offer form PMSV. The
Stockbridge Property in the hands of such transferee or transferees shall
continue to be subject to the restrictions of this section.
SECTION 12. PERSONAL PROPERTY: TAXES. AMSO is solely responsible for
all of its personal property placed upon the Stockbridge Property during the
term of this Agreement, which responsibility includes, by way of illustration
and not by way of limitation, payment of all taxes and fees assessed against
such personal property and insurance for all personal property. Further at the
expiration or earlier termination of this Agreement, AMSO shall remove its
personal property from Stockbridge Property exercising due care not to damage
the Stockbridge Property by such removal. PMSV shall be entitled to all tax
deductions form any sums for depletion, depreciation or amortization with
respect to the Stockbridge Property.
SECTION 13. FORCE MAJEURE. In the event that either party shall be
delayed, hindered in or prevented from the performance of any act required
hereunder, by reason of strikes, lock-outs, labor troubles, inability to procure
materials, failure of power, restrictive governmental laws or regulations,
riots, insurrection, war or other reason beyond its control (including the act,
failure to act or default of the other party), then performance of such act
shall be excused for the period
of the delay and the period for the performance of any such act shall be
extended for a period equivalent to the period of such delay. If, despite all
diligent efforts by PMSV to correct such event or circumstance, such event or
circumstance continues for more than one hundred eighty (180) days, AMSO, at its
option may elect to terminate this Agreement. No such termination shall relieve
either party form the duty to perform all duties and obligations that accrued
prior to the effective date of termination.
SECTION 14. ADVERTISING AND PACKAGING. No advertising materials or
other information distributed by AMSO about the Water shall contain any
disparaging remarks about other purchases of Water from PMSV. PMSV covenants and
agrees with AMSO to include a provision comparable to this Section 14 in all
agreements, arrangements, commitments and undertakings PMSV may have with all of
its purchasers and others with whom it does business os that AMSO may become a
third party beneficiary with respect thereto.
SECTION 15. NO WAIVER. Neither the failure of a party to exercise, nor
the delay of a party in exercising any right, power, or privilege under this
Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise or any right, power or privilege preclude any other or further exercise
of any other right, power or privilege.
SECTION 16. SPECIFIC PERFORMANCE. The parties acknowledge that it would
be difficult if not impossible to measure in money alone the damages that could
result from failure to perform the obligations created by this Agreement.
Accordingly, if any party bound by or entitled to the benefit of this Agreement
shall institute an action or proceeding or enforce it, any person against whom
such action or proceeding is brought hereby waives the claim or defense that the
party bringing such action has an adequate remedy at law, and irrevocably agrees
not to urge in any such action or proceeding the claim or defense that such a
remedy exists. The parties intend and agree that upon the institution of any
such action or proceeding, the provisions of this Agreement shall be required to
be specifically performed.
SECTION 17. FORUM SELECTION: VENUE. All questions or controversies
arising out of or in any way relating to this Agreement or any other aspect of
the commercial relationships between the parties shall be submitted to the
United States District Court for the District of Vermont or, in the event that
District Court is without subject matter to the courts of the State of Vermont
having subject matter jurisdiction, and the parties submit themselves to the
personal jurisdiction of such District Court or Vermont State Court, as the case
may be, and any service of a summons, process or other paper in connection with
such proceedings may be made by giving notice as provided in this Agreement.
Nothing herein contained shall be construed as intended to preclude or in any
way prohibit either party form institution and otherwise prosecuting to judgment
a lawsuit in any court of competent jurisdiction to effect the collection of any
sums due it or to enforce any right or remedy arising hereunder or otherwise.
SECTION 18. COSTS OF SUIT AND ENFORCEMENT. If either party resorts to
suit or other legal proceedings to enforce any right or remedy hereunder, the
non-prevailing party agrees to pay the prevailing party's costs of suit and
enforcement, including reasonable attorneys' fees.
SECTION 19. NOTICES. Any notice or other communication to be given
hereunder shall be
in writing and mailed or telecopied to such part at the address or number set
forth below:
If to AMSO: AmSource, LLC
000 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Telephone No.: (000) 000-0000
Telecopier No.: (000) 000-0000
If to PMSV: Pristine Mountain Springs of Vermont, Inc.
X.X. Xxx 000
Xxxxxxxxxx, XX 00000
Telephone NO.: (000) 000-0000
Telecopier No.: (000) 000-0000
or to such other person, address or number as the party entitled to such notice
or communication shall have specified by notice to the other party given in
accordance with the provisions of this Section. Any such notice or other
communication shall be deemed given: (i) if mailed, when deposited in the mail,
properly addressed and with postage prepaid; or (ii) if sent by telecopy, when
transmitted.
SECTION 20. REMEDIES CUMULATIVE. The rights and remedies herein are
cumulative, and not exclusive of other rights and remedies which may be granted
or provided by law.
SECTION 21. RELATIONSHIP OF PARTIES. Nothing in this Agreement shall be
construed to place the parties in the relationship of partners or joint
ventureres, or of agency or employment, and, except to the extent, if at all,
otherwise expressly provided herein, no party shall have the power to obligate
or bind any other party in any manner whatsoever.
SECTION 22. ASSIGNABILITY. PMSV shall not assign this Agreement, by
operation of law or otherwise, without the prior written consent of AMSO (which
consent shall not be unreasonably withheld or delayed, due to consideration
being given to the financial stature and ability to conduct the business
contemplated of such proposed assignee). AMSO, and its successors and assigns,
may assign this Agreement, by operation of law otherwise, on notice to PMSV.
This Agreement shall bind and inure to the benefit of the parties and their
respective permitted successors and assigns. This Agreement is intended to run
with the land and shall be binding upon any purchaser of the Stockbridge
Property.
SECTION 23. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Vermont.
SECTION 24. FURTHER ASSURANCES. The parties agree to execute,
acknowledge, if necessary, and deliver such documents, certificates or other
instruments and take such other actions as may be reasonably required from time
to time to carry out the intents and purposes of this Agreement.
SECTION 25. CAPTIONS: HEADINGS. The caption and section numbers appearing
in this
Agreement are inserted only as a matter of convenience. They do not define,
limit, construe or describe the scope or intent of such sections, nor in any way
affect this Agreement or have any substantive effect.
SECTION 26. REFORMATION: SEVERABILITY. If any of the terms, covenants
or conditions set forth herein are found by a court to be unenforceable, then
and in that case such provision shall nevertheless remain effective but shall be
considered amended in such manner so as to make the provision enforceable as
determined by such court and as so amended shall be enforced. If any term,
covenant or condition of this Agreement or the application thereof to any person
or circumstance shall, to any extent, be invalid or unenforceable, the remainder
of this Agreement, or the application of such term, covenant or condition to
persons or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby and each term, covenant or
condition of this Agreement shall be valid and be enforced to the fullest extent
permitted by law.
SECTION 27. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
SECTION 28. SHORT-FORM AGREEMENT TO BE RECORDED. The parties expressly
agree that a short-form of this Agreement may be recorded by AMSO in the land
records in the office of the Town Clerk of Stockbridge, Vermont.
SECTION 29. ENTIRE AGREEMENT: AMENDMENT. This Agreement embodies the entire
agreement and understanding between the parties relating to the subject matter
hereof. This Agreement may not be amended, waived or discharged except by an
instrument in writing executed by the party against whom such amendment, waiver
or discharge is to be enforced.
IN WITNESS WHEREOF, the parties have executed or cause this Agreement
to be executed as of the __ day of April, 1999.
IN PRESENCE OF:
AMSOURCE, LLC.
____________________________________ By:________________________________
Witness Duly Authorized Agent
_____________________________________ By:________________________________
Witness Duly Authorized Agent
STATE OF NEW HAMPSHIRE
COUNTY OF XXXXXXXX, XX.
At Claremont, in said County and State, this __ day of April, 1999,
personally appeared XXXXXX X. XXXX, DULY AUTHORIZED AGENT OF AMSOURCE, LLC, and
he acknowledged this INSTRUMENT, BY HIM SIGNED, TO BE HIS FREE ACT AND DEED AND
THE FREE ACT AND DEED OF AMSOURCE, LLC.
Before me, _________________________
My commission expires:
STATE OF NEW HAMPSHIRE
COUNTY OF XXXXXXXX, XX.
At Claremont, in said County and State, this __ day of April, 1999,
personally appeared XXXXXX X. XXXXXX, DULY AUTHORIZED AGENT OF PRISTINE MOUNTAIN
SPRINGS OF VERMONT, and he acknowledged this instrument, by him signed, to be
his free act and deed AND THE FREE ACT AND DEED OF PRISTINE MOUNTAIN SPRINGS OF
VERMONT.
Before me, _________________________
My commission expires:
EXHIBIT "A"
PARCEL A
Being all and the same lands and premises conveyed to Pristine Mountain Springs
of Vermont, Inc. by Warranty Deed of Xxxxxx X. Xxxxxx dated July 31, 1995 and
recorded in Book 52, Page 115 of the Town of Stockbridge Land Records and being
more particularly described therein as follows:
Being all and the same lands and premises conveyed to Xxxxxx X. Xxxxxx by
Warrranty Deed of Xxxxxxx X. Xxxxxxx dated May 6, 1994 and recorded in Book 51
at page 30 of the Land Records of the Town of Stockbridge and being more
particularly described as follows:
Being all and the same lands and premises conveyed to Xxxxxxx X. Xxxxxxx, by
Warranty Deed of Xxxxxxxx X. Xxxxxxx dated February 13, 1987, and which is
recorded at Book 43, Pages 332-336 in the Land Records of the Town of
Stockbrdige and being more particularly described as follows:
Being a portion of all and the same lands and premises conveyed to Xxxxxxxx X.
Xxxxxxx by QuitClaim Deed of Xxxxxxx X. Xxxxxxx dated July l9, 1984 and recorded
in the Town of Stockbridge Land Records in Book 40 at Pages 632-634. Said lands
and premises are more particularly described as follows:
Being a portion of the Xxxxxxx X. and Xxxxxxxx X. Xxxxxxx property located on
the southerly side OF VERMONT ROUTE NO. 100 IN THE TOWN OF STOCKBRIDGE, VERMONT
HEREINAFTER REFERRED TO AS XXX XX. X-0 and described as follows:
Beginning at an iron pipe set in the westerly line of the property belonging to
Xxxx X. and Xxxxxxxxx X. and Xxxxx X. Whit which iron pipe marks the
southeasterly corner of Lot B-2 of the Xxxxxxx X. and Xxxxxxxx Xxxxxxx property
(said point of beginning being on a bearing of South 21' 16' 15" West at a
distance of three hundred seventy seven and seventy three one hundredths
(377.73) feet from an iron pipe set in the southerly line of Vermont Xxxxx Xx.
000 which iron pipe marks the northwesterly corner of the property belonging to
Xxxx X. and Xxxxxxxxx X. and Xxxxx X. Xxxxx and also marks the northeasterly
corner of the property belonging to the said Ventura in the Town of Stockbridge,
County of Windsor, State of Vermont); thence from the point of beginning South
21' 16' 15" West a distance of eighty eight and zero one hundredths (88.00) feet
along a portion of the property belonging to Xxxx X. and Xxxxxxxxx X. and Xxxxx
X. Xxxxx to an iron pipe (existing) set in the westerly line of the said White
property and marking the northeasterly corner of the property belonging to
Xxxxxx X. Xx. and Xxxxx X. Xxx; thence North 57' 52' 05" West a distance of two
hundred ninety seven and zero one hundredths (297.00) feet along the northerly
line of the property belonging to Xxxxxx X. Xx. and Xxxxx X. Xxx and the
northerly line of the property belonging to Xxxxxx X. Xxxxxxxxx, et al and a
portion of the northerly line of the property belonging to Xxxxxxxx Estates,
Inc. to an iron pipe set in an inner corner in the northerly line of the said
Xxxxxxxx Estates, Inc. property; thence South 37' 22' 55"
West a distance of twenty one and zero one hundredths (21.00) feet along a jog
in the northerly line of Xxxxxxxx Estates, Inc. property to an iron pipe; thence
North 52' 22' 05" West a distance of four hundred twenty eight and fourteen one
hundredths (428.14) feet along the northerly line of the property belonging to
the Xxxxxxxx Estates, Inc. and the northerly line of the property belonging to
Pach, Inc. and the northerly line of the property belonging to Xxx X. Xxxxxxxx
and the northerly line of the property belonging to Xxxx Xxxxx Xxxxxxxx to an
iron pipe set in a stone wall which marks the easterly line of the property
belonging to Xxxx X. Xx. and Xxxx Xxxxxx Xxxxxxxx and the easterly line of the
property belonging to Xxxxx and Xxxxxxx Xxxxxxx and Xxxx X. and Xxxxx X. Xxxx
and the northerly line of the property belonging to Xxxxx Xxxxxxxxx to an iron
pipe set in the northerly line of the said Xxxxxxxxx property in a stone wall
and marking the southwesterly corner of Parcel A of the property belonging to
Xxxxxxx X. and Xxxxxxxx X. Xxxxxxx; thence South 39' 58' 45" East a distance of
four hundred eleven and ninety seven one hundredths (411.97) feet along the
southerly line of the said Parcel A to an iron pipe set in the southerly line of
the said Parcel A and also marking the northwesterly corner of Lot B- 2 of the
Xxxxxxx X. and Xxxxxxxx X. Xxxxxxx property; thence South 31' 14' 45" West a
distance of one hundred twenty four and seventy four one hundredths (124.74)
feet along the westerly line of the said Lot B-2 to an iron pipe set at the
southeasterly corner of Lot B-2 of the Xxxxxxx X. and Xxxxxxxx X. Xxxxxxx
Property; thence South 57' 52' 05" East a distance of three hundred sixty eight
and zero one hundredths (368.00) feet along the southerly line of the said Lot
B-2 to the point or place of beginning.
All bearings in the description are based on magnetic North (Novermber 1983) and
the above described parcel Lot B-1 Xxxxxxx X. and Xxxxxxxx X. Xxxxxxx Property
Vermont Xxxxx Xx. 000- Xxxxxxxxxxx, Xxxxxxx contains three and zero one one
hundredths (3.01) acres be the same more or less.
Further reference is made to a survey plat (map) entitled Xxxxxxx X. and
Xxxxxxxx X. Xxxxxxx Vermont Xxxxx Xx. 000 Xxxxxxxxxxx, Xxxxxxx Dated February
1984 (Parcel A Lots B-1, B-2and B-3 surveyed and added to this plan in April
1986). The survey was performed by Xxxxxxx & Xxxxxxxx, Inc.(Professional
Engineers and Registered Land Surveyors) of Rutland, Vermont.
There is included with the above described parcel a right-of-way 20 feet in
width extending from the southerly line of Vermont Route No.100 through Lot B-3
of the Xxxxxxx X. and Xxxxxxxx X. Xxxxxxx property to the northerly line of the
above described Lot B-1, said twenty foot right-of- ways are more particularly
described as follows:
Beginning at an iron pipe (flush) set in the southerly line of Vermont Xxxxx Xx.
000 said iron pipe being on a bearing of North 69' 03' 40" West at a distance of
fifty six and zero one hundredths (56.00) feet from an iron pipe set in the
southerly line of Vermont Route No.100 and marking the northwesterly corner of
the property belonging to Xxxx X. and Xxxxxxxxx X. and Xxxxx X. Xxxxx; thence
from the point of beginning South 20' 56' 20" West a distance of twenty four and
nine on hundredths (24.09) feet to an iron pipe (flush); thence South 69' 47'
45" West a distance of one hundred thirty one and twenty seven on hundredths
(131.27) feet to an iron pipe (flush); thence South 47' 21' 20" West a distance
of sixty and eighteen one hundredths (60.18) feet to an iron pipe (flush);
thence continuing South 47' 21' 20" West a distance of eighty three and thirty
two one hundredths (83.32) feet to an iron pipe (flush); thence South 40' 59'
35" West
a distance of ninety five and twenty three one hundredths (95.23) feet to an
iron pipe set in the northerly line of the above described Lot B-1; thence North
57' 52' 05" West a distance of twenty four one hundredths (20.24) feet along the
northerly line of the above described Lot B-1 to an iron pipe set in the
northerly line of the said Lot B-1; thence North 40' 59' 35" East a distance of
ninety nine and forty six on hundredths (99.46) feet to an iron pipe (flush);
thence North 47' 21' 20' East a distance of fifty four and ninety seven on
hundredths (54.97) feet to an iron pipe (flush); thence South 81' 31' 20" West a
distance of thirty three and fourteen one hundredths (33.14) feet to an iron
pipe (flush); thence South 62' 14' 35" West a distance of one hundred forty nine
and ninety seven one hundredths (149.97) feet to an iron pipe set in the
northerly line of the above described Lot B-1, thence North 57' 52' 05" West a
distance of twenty three and twelve one hundredths (23.12) feet along the
northerly line of Lot B-1 of the property belonging to Xxxxxxx X. and Xxxxxxxx
X. Xxxxxxx to an iron pipe set at the southwesterly corner of Lot B-2 of the
Xxxxxxx X. and Xxxxxxxx X. Xxxxxxx property; thence North 62' 14' 35" East a
distance of one hundred sixty four and ninety seven one hundredths (164.97) feet
to an iron pipe (flush); thence North 81' 31' 20" East a distance of sixty six
and zero one hundredths (66.00) feet to an iron pipe (flush); thence North 47'
21' 20' East a distance of fifty eight and zero one hundredths (58.00) feet to
an iron pipe (flush); thence North 69' 47' 45" East a distance of one hundred
twenty six and fifteen one hundredths (126.15) feet to an iron pipe (flush);
thence North 20' 56' 20" East a distance of fifteen and zero one hundredths
(15.00) feet to an iron pipe (flush) set in the southerly line of Vermont Xxxxx
Xx. 000; thence South 69' 03' 40" East a distance of twenty and zero one
hundredths (20.00) feet along the southerly line of Vermont Route No.100 to the
point or place of beginning.
The above described rights-of-ways shall be for common driveway and utility
access to and from Route 100 to Xxxx X-0, X-0, and B-3, respectively, as shown
on said survey plat. Grantor shall bear no cost nor be responsible for the
construction or maintenance of a road or utilities upon said rights-of-way. The
entire cost of construction and maintenance of a road over and upon the second
right-of-way leading from a Y-intersection with the principal right-of-way to
and from Route 100, and which said second right-of-way proceeds in a general
southwesterly direction across the far westerly portion of Lot B-2 to Lot B-1,
shall be borne exclusively by the owner of Lot B-1.
The costs of construction and maintenance of a road or utilities over and upon
the principal right-of-way leading to and from Route 100 shall be apportioned
among the respective owners as follows:
Owner Share of Road Cost
Lot B-1 50%
Lot B-2 35%
Lot B-3 15%
Nothing herein shall be constructed to require an owner to incur any
utility costs unless that owner is going to use the utility lines
constructed in the right-of-way.
Provided, however, the first owner to construct a dwelling on his
respective lot shall be
responsible for the full costs of construction and maintenance of said
road and utilities until such time as the other lot owners shall
construct a dwelling on their respective lot whereupon the owner having
borne the original cost of construction of the road shall be entitled
to reimbursement in accord with the prorations specified above for the
cost of construction of the road and utilities. The owner deciding to
build first, shall give notice to the other owners and an estimate of
costs prior to starting construction of the road. An owner shall only
be responsible to pay his share of such construction expenses that can
be accurately verified by the presentation of written paid receipts
which describe the costs of that portion of work done for the joint
portion of the right-of-way as opposed to any other work done on any
driveway or other improvements outside of said joint right-of-way.
Failure to pay the prorata share specified herein above within thirty
(30) days of the time that payment is due shall give rise to a lien in
favor of the owner having paid the original cost of construction. In
the event that said owner first constructing has to resort to legal
action to collect said construction costs, he or she shall be entitled
to collect his attorney's fees and reasonable costs of suit.
Reimbursement shall be due thirty (30) days after the date that an
owner receives a building permit from the Town of Stockbridge or
completes his foundation, whichever first occurs. Thereafter said
owners shall share the costs of maintenance in accordance with the
apportionment set forth herein. Said first owner to construct a
dwelling shall not be entitled to receive any reimbursement for
maintenance costs paid prior to the date of use by a second lot owner.
Lots X-0, X-0, and B-3 as shown on said survey plat shall be subject to the
following restrictions and covenants which shall be deemed covenants running
with the land:
1. No mobile homes or trailers shall be permitted.
2. No commercial uses shall be permitted.
0.Xx dwelling shall be permitted except a single family residence
dwelling and appurtenant out buildings
4. No farming or other commercial agricultural enterprise shall be
permitted, including the raising of livestock. This covenant shall
not be deemed to prohibit the keeping of pets of animals for
pleasure or personal use.
Said restrictions and covenants shall be binding upon and inure to the
benefit of Grantor and Grantee, and their respective heirs and assigns,
and shall be enforceable exclusively by Grantor and the respective
owners of Lots X-0, X-0, and B-3.
For purposes of reference to prior conveyances made by the late Xxxx X. and J.
Xxxxxx Xxxxxx during lifetimes, and to which prior conveyances this conveyance
is made subject, reference is made to the following:
1. Deed to State of Vermont for highway purposes dated November 5, 1936,
and recorded in Book 29 at Page 302, Stockbridge Land Records;
2. Deed to Xxxxx Xxxxx, part of the homefarm south of the Tweed River, dated
September 10, 1946, recorded in Book 29, Page 103, of the said Land Records;
3. Deed to Mussey Estate for small parcel of land with spring thereon, dated
October 11, 1949, and recorded in Book 29, Page 157, of said Land Records;
5. Deed to Xxxx X. Xxxxxxxxx, 6 acres of land, mor or less, recorded in Book 32,
Page 63, of said Land Records;
6. Deed to Xxxx X. Xxxxx of a right-of-way across the meadow 12 feet wide and 12
rods long recorded in Book 32, Page 60A of said Land Records;
7. Deed to Xxxxx X. Xxxxx of 50 acres, more or less, recorded in Book 32, Page
251 of said Land Records;
8. Easement deed to Pittsfield Electric Co. recorded in Book 27, Page 408, of
said Land Records.
Reference may be had to the above mentioned deeds and the deeds and references
contained therein for a more particular description.
PARCEL B
Being all the same lands and premises conveyed to Pristine Mountain Springs of
Vermont, Inc. by Warranty Deed of Xxxxxx X. Xxxxxx and H. Xxxxxxx Xxxxxx,
husband and wife, dated July 31, 1995 and recorded in Book 52, Page 130 of the
Town of Stockbridge Land Records and being more particularly described therein
as follows:
Being all the same lands and premises conveyed to Xxxxxx X. Xxxxxx and H.
Xxxxxxx Xxxxxx, husband and wife, by Warranty Deed o f Xxxxx X. North and Xxxxx
North, husband and wife, dated January 14, 1994 and recorded in Book 50 at Page
549 of the Town of Stockbridge Land Records and being more particularly
described therein as follows:
Being all the same lands and premises conveyed by Xxxxx X. North to Xxxxx X.
North and Xxxxx North, by Warranty Deed dated December 11, 1985, and recorded in
Book 42 at Pages 128-29 of the Town of Stockbridge Land Records and being more
particularly described therein as follows:
Being all the same lands and premises conveyed by Xxxxx X. Xxxxxx to Xxxxx X.
North, by Warranty Deed dated December 21, 1983, and recorded in Book 40 at
Pages 254-56 of the Town of
Stockbridge Land Records and being more particularly described therein as
follows:
Being all the same lands and premises conveyed to Xxxxx X. Xxxxxx by Warranty
Deed of Xxxxxx X. Xxxxxx, dated December 7, 1978, which is recorded in Book 37
at Pages 63-65 of the Land Records of the Town of Stockbridge and being more
particularly described therein as follows:
Being all the same lands and premises conveyed by Stratton Estates, Inc., to
Xxxxxx X. Xxxxxx and Xxxx X. Xxxxxx, his then wife, now deceased, by deed dated
June 29, 1972, and recorded in Book 33, Pages 474 of the Town of Stockbridge,
Vermont Land Records and more particularly described in said deed as follows:
Beginning at an iron pin situated in the north line of Xxxxxx-Xxxx Drive, which
iron pin marks the southeast corner of Lot #1 as shown on a Revised Plan
entitled "CHALET VILLAGE, REVISED PLAN-XXXX XXXXXXXXX-BUILDER-ROUTE
100-STOCKBRIDGE, VT' which revised Plan is dated June 30, 1967 and is on file in
Stockbridge, Vermont Town Clerk's Office; thence running northerly along the
east line of Lot #1 for a distance of 110 feet to the west line of Lot L; thence
running northerly along the west line of Lot L for a distance of 15 feet to a
point which marks the intersection of the west line of Lot L with the north line
of Lot #1; thence running westerly along the south line of Lot #15 for a
distance of 100 feet to the northeast corner of Lot #3; thence running southerly
along the east line of Lot #3 for a distance of 125 feet to the north line of
Xxxxxx-Xxxx Drive; thence running easterly along the north line of Xxxxxx-Xxxx
Drive, for a distance of 106 feet, to the place of beginning.
Meaning hereby to convey Lot #1 as shown on the aforesaid Plan and being a part
of the same lands and premises conveyed by J xxx X. Xxxxxxxxx to Stratton
Estates, Inc. by deed dated March 20, 1967 and recorded in Book 32, Page 428 of
Stockbridge, Vermont Land Records.
This conveyance is made subject to a pole line easement as conveyed by Xxxx
Xxxxxxxxx to Central Vermont Public Service Corporation by instrument recorded
November 18, 1961 in Book 32, Page 145 of the Stockbridge, Vermont Land Records
and is also made subject to such rights of way and easements of record as affect
the above described premises.
To which deed and the record thereof and the deeds and records therein referred
to, reference is hereby had for a more particular description of the premises
hereby conveyed.
And the Grantee, by the acceptance of this deed, covenants and agrees for
herself, her heirs and assigns, to pay to Xxxxxx X. Xxxxxx (the present owner of
the water system transferred to him by Stratton Estates, Inc.), his heirs and
assigns, the sum of $75.00 a year for water furnished by said Xxxxxx X. Xxxxxx
to the Grantee from the water system and pump house situated on Lot 1 of the
aforesaid plan.
This conveyance is made subject to an easement for water pipes, if any, as cross
the above described premises and connect to the water system furnishing water to
the chalets in the Chalet Village."
PARCEL C
Being all the same lands and premises conveyed by Xxxx X. Xxxxx and Xxxxx X.
xxxxx to Pristine Mountain Springs of Vermont, inc. by Warranty Deed dated
August 24, 1995 and recorded in book 52, 167 of the Town of Stockridge lands
records and more particularly described therein as follows:
Being a portion of the lands and premises conveyed to Xxxx. X. Xxxxx, Xxxxxxxxx
X. Xxxxx (now deceased) and Xxxxx X. Xxxxx by Warranty Deed and from Xxxx X.
Xxxxx and Xxxxxxxxx X. Xxxxx dated September 29, 1980 and recorded in Book 38,
Page 200 of the land records of the Town of Stockridge, Vermont and being more
particularly described as follows:
"Being designate "Parcel B, 5.99 +/- acres, to be conveyed to Xxxxxx X. Xxxxxx"
as shown on a survey entitled "Division of a Portion of Lands of Xxxx X. Xxxxx
and Xxxxx X. Xxxxx", prepared by Xxxxxxx Engineering Company, P.C. dated May 9,
1995 and bearing the seal and signature of Xxxxx X. Xxxxxxx, State of Vermont
R.L.S. No. 130.
Said parcel herein conveyed is more particularly described below:
Beginning at a point marked with an iron pipe driven in the ground of in the
westerly boundary of lands of the herein grantors Xxxx X. Xxxxx and Xxxxx X.
Xxxxx, said point being the northeasterly corner of land of the herein grantee,
Xxxxxx X. Xxxxxx and the southeasterly corner of a parcel of land now or
formerly of Xxxxxxxxxxx Xxxxxxxxx; thence South 21 degrees 19 minutes 50 seconds
West along land of said Xxxxxx X. Xxxxxx 88.19 feet to a point marked with an
iron pin driven in the ground at the northeasterly corner of land new or
formerly Xxxx Spindis and Xxxxxx Xxxx; thence South 21 degrees 13 minutes 05
seconds West along said Spindis and Xxxx land 103.98 feet to a point marked with
an iron pin driven in the ground; thence South 71 degrees 15 minutes 50 seconds
East in a straight line through lands herein grantors 555.14 feet to a point
marked with an iron pin driven in the ground; thence North 19 degrees 13 minutes
35 seconds East in a straight line through land of the herein grantors 561.67
feet to a point marked with an iron pin supposed to be in the southerly boundary
of the public highway known as Vermont Route 100, so called; thence North 70
degrees 16 minutes 15 seconds West along the southerly boundary of said highway
315.79 feet to a point marked with an iron pin driven in the ground; thence
South 47 degrees 09 minutes 10 seconds West in straight line through lands of
the herein grantors 428.13 feet to a point marked with an iron pin driven in the
ground; thence North 68 degrees 45 minutes 35 seconds West in a straight line
through lands of the herein grantors 32.00 feet to the point and place of
beginning and contains 5.99 acres by measure.
PARCEL D
Being all and the same lands and premises conveyed to Pristine Springs of
Vermont, Inc. by Warranty Deed of Xxxxxx X. Xxxxxx dated July 31, 1995 and
recorded in Book 52, Page 148 of the Town of
Stockbridge Land Records and being more particularly described therein as
follows:
Being all and the same lands and premises conveyed by Xxxx X. Xxxxxxxxx and Xxxx
X. Xxxxxxxxx, Husband and wife, to Xxxxxx X. Xxxxxx by Warranty Deed dated
November 19, 1977 and recorded in Book 36 at Page 174 in the Town of Stockbridge
Land Records and being more particularly described therein as follows:
"Beginning at the southeasterly corner of Lot No. 1 and the southwesterly corner
of lot L as shown on plan entitled "CHALET VILLAGE REVISED PLAN XXXX XXXXXXXXX -
BUILDER ROUTE 100 STOCKBRIDGE, VT. SCALE 1"=60' DATED JUNE 30, 1967" which plan
is on file in the office of the Stockbridge, Vermont Town Clerk, said point of
beginning being situated in the north line of Xxxxxx-Xxxx Drive, so-called, in
Chalet Village, thence running north 24 degrees 00' East along the east line of
Lot No. 1 and the west line of Lot L for a distance of 115 feet, more or less,
to a point, thence South 40 degrees 30' East for a distance of 110 feet, more or
less, to a point in the north line of Xxxxxx-Xxxx Drive, thence South 45 degrees
30' East along Xxxxxx-Xxxx Drive for a distance of 34 feet, more or less, to the
place of beginning."
"Meaning by these presents to convey a triangular piece of land situated on the
easterly portion of Lot No. 1 and westerly of Lot L and being a part of those
lands and premises conveyed by Xxxx X. Xxxxxxxxx to Xxxxxxxx Estates, inc. by
deed dated March 20, 1967 and recorded in Book 32, Page 428 of Stockbridge,
Vermont Land Records and also being a portion of those lands and premises
conveyed by Stratton Estates, inc. to xxxx X. Xxxxxxxxx and Xxxx X. Xxxxxxxxx,
husband and wife, by deed dated October 20, 1977and recorded in Book 36, Page
97-9 of Stockbridge Vermont land Records."
"This conveyance is made subject to any rights and easements of records as may
affect the premises hereby conveyed."
"Also conveying the building situated on the above described premises, together
with the entire water system as heretofore operated by Stratton Estates, Inc.
consisting of, but not limited to, the well, the water pipes therefrom to the
pressure tank, thence to all of the Chalets located in Chalet Village.
Also hereby conveying and transferring all of the equipment used in the
operation of said water system and presently housed in the building on the
aforesaid triangular piece of land, also all of the plastic piping, fittings and
other personal property therein located to be used in the operation and
maintenance of said water system.
Also conveying and transferring the metal building now situate on Lot No. 1
subject to the proviso, however, that the Grantee, his heirs and assigns, shall
be obligated to remove said building from its present location upon the request
of the owner of said lot No. 1.
And the Grantee, by the acceptance of this deed, does for himself, his heirs,
executors, administrators and assigns, covenant and agree to the chalets located
in Chalet Village as well as to the Stockbridge General Store adjacent thereto
upon the terms and conditions recited in the deeds from Stratton Estates, Inc.
and by Xxxx X. Xxxxxxxxx and Xxxx X. Xxxxxxxxx conveying the lots upon which
said
chalets are situated, to various grantees, which deeds are of record in the
Stockbridge Town Clerk's Office, it being understood that there is no written
agreement with the Stockbridge General Store for the furnishing of water and the
Grantee may, if he sees fit, work out a written contract for water with said
owner.
Also conveying and transferring whatever interest the Grantors have in the
snowplowing business heretofore conducted by Stratton Estates, Inc. with the
owners of the chalets in Chalet Village, it being understood that the Grantee,
his heirs or assigns, shall use their own equipment and make their own
arrangements for future business with said owners, if necessary."
