25A-107 (34) -
s
EXHIBIT C
Incorporated into and made a part of the Declaration of Trust
of BRIDGE WAY PLAZA CONDOMINIUM TRUST under Declaration of Trust
dated August 1 , 1985 and to be recorded in the Hampshire
County Registry of Deeds .
The beneficial interest in the BRIDGE WAY PLAZA CONDOMINIUM
TRUST shall be divided among the unit owners in the condominium
as set forth below:
UNIT DESIGNATION- BENEFICIAL INTEREST IN THE TRUST
1 25%
2 25%
3 25%
o
4 25%
100%
f{aMfShire' rat.
1985 at o'clock and mint tcs''-i .G� Rcc':(,cnr'd an$
V x:,ln'.1 with Hampshire Reg. of LUreds, Book ' Page
At i� U
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traffic congestion in the parking lot . Drivers of vehicles
' making deliveries to unit owners shall not leave their vehicles
_E.
unattended in the parking lot except when actually making
such deliveries .
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EXHIBIT B
Incorporated into and made a part of the Declaration of Trust
of BRIDGE WAY PLAZA CONDOMINIUM TRUST under Declaration of Trust
dated August 1, 1985 and to be recorded in the Hampshire
County Registry of Deeds .
RULES AND REGULATIONS
BRIDGE WAY PLAZA CONDOMINIUM TRUST
The provisions of this Exhibit B to the BRIDGE WAY PLAZA CONDOMINIUM
TRUST shall: constitute the rules and regulations of the BRIDGE
WAY PLAZA CONDOMiN=2UM TRUST, the organization of unit owners estab-
lished by said Trust.
1 . No Obstruction of Common Areas and Facilities .
No one shall unreasonably obstruct any part of the common
areas and facilities , the halls , lobby or landscaped areas ,
without the prior consent of the Trustees .
2 . Parking Lot and Driveway.
There shall be no obstruction of any portion of the parking
lot or driveway except only for the parking of motor vehicles -
as set forth in Section 34 of the By-Laws of the Trust. No
unit owner shall park, or permit or suffer to be parked, an un-
registered motor vehicle in any part of the parking lot or
driveway.
3 . Office and Common Area Cleaning.
Periodic cleaning of common areas and facilities shall be
accomplished in a manner to be designated by the Trustees .
Each unit owner shall be responsible for the periodic cleaning
of his own unit (including bathrooms) at the expense of such
unit owner. The Trustees shall have the right, and the obli-
gations , to promulgate reasonable standards of cleanliness
for units .
4 . Delivery Vehicles .
Unit owners shall schedule deliveries to their units by vendors
at such time , and in such manner, as will reasonably minimize
} 7 '
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- ' these By-Laws is described as a Special Common Charge,
an amount to be assessed or paid as a Special Common Charge ,
as an expense which is not to be borne by all of the unit owners
according to their respective percentage interest in the common
areas and facilities , and all such Special Common Charges shall
be collectible against the unit owner, and unit, against whom and
which they are assessed in accordance with the provisions of Section
6 of said Chapter 183A.
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r
Condominium Trust, and other unit owners , by majority
vote of the Trustees of the Condominium Trust. A certificate,
stating that the provisions of this section of these
By-Laws have been met by a unit owner, or have been duly
waived, when executed by a majority of the Trustees of
the Condominium Trust as they then appear of record in
the Hampshire County Registry of Deeds , and recorded in
such Registry of Deeds, shall be conclusive upon the Trustees
and the unit owners in favor of all persons who rely there-
on in good . faith.
e) Acquisition of units by the Trustees , or their designee
on behalf -of all unit owners , may be made only as set
forth in Section 28 (B) of these By-Laws .
34 . Parkinq Lot .
Each unit owner shall be entitled to use that portion of the Parking
Area equal to his percentage interest in the common areas and facilities
of the Condominium. In the event of any dispute with respect to
the Parking Areas , the Trustees of the Condominium Trust, acting
in good faith, shall be entitled to assign in a uniform and fair
manner, portions of the Parking Area to unit owners , and the employees,
servants , customers, clients , business invitees and other callers
of unit owners , but no such parking assignment shall be made which
would result in any unit owner and his employees , servants , customers ,
clients , business invitees and other callers of unit owners being
required to utilize less than the same percentage of the Parking
Area as such unit owners percentage interest in the common areas
and facilities .
35 . Utility Meters.
Each unit is served by a separate utility meter . Each unit owner
shall pay, directly to the utility company furnishing same, all
charges for electricity billed to his unit .
36 . Special Common Charges .
Pursuant to the provisions of Massachusetts General Laws , Chapter
_ 183A, Section 21 , the term "Special Common Charge" shall mean any
_ common. expense which under any of the provisions of the Master
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i 1
his spouse , children, grandchildren, parents , brothers
y;rx or sisters , or any one of them, or to any person, partner-
ship (general or limited) , firm, trust, joint venture,
joint stock company, or corporation that acquires or succeeds
to, the business of the unit owner, or to any corporation
into which or with which a corporate unit owner merges
or consolidates or which acquires all of the assets of
any such corporate unit owner, or to any corporation which
is a subsidiary of a unit owner.
Notwithstanding anything to the contrary, this Section
33 of these By-Laws shall not apply to any first mortgagees
(or Financing Institution other than a first mortgagee)
who shall acquire title to such unit by foreclosure or
by deed (or assignment) in lieu of foreclosure, nor to
any first mortgagee (or Financing Institution other than
a first mortgagee) which acquires a leasehold interest
as the result of realizing upon any hypothecation, pledge
or mortgage of a leasehold interest by way of security.
The term "Financing Institution" shall mean any bank,
trust company, savings and loan association or insurance
company chartered and regulated by the United States or
any state thereof, or any pension fund having assets of
not less than twenty-five million ( $25 , 000 , 000 . 00) dollars
or the United States Small Business Administration, or
any corporation or other entity having assets in excess
of twenty-five million ( $25 , 000 , 000 . 00) dollars who shares
are listed on any national stock exchange, or a subsidiary
of such publicly listed corporation or other entity, or
any body, corporate or politic, organized or sponsored
by the Commonwealth of Massachusetts . Notwithstanding .
anything to the contrary herein, this Section 33 of these
By-Laws shall not apply to any sale , lease , sublease,
assignment of lease or any other conveyance, transfer
or alienation by the sponsor of the Condominium or it
successors and assigns or its successors in title .
d) _ .The_ right of first refusal contained in this section may
be released or waived, as to both the Trustees of the
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A rth in the Outside Offer. In the event that the
es of the Condominium Trust do not signify their
ion to exercise their right of first refusal within
0) days after receipt of notice of the Outside Offer,
dividual unit owner may exercise such right of first
refusal, on his own behalf, provided that he notifies
the unit owner desiring to sell his unit in writing (or
lease, sublease or assign a lease , as the case may be)
within the same ten (10) day period enjoyed by the Trustee
of the Condominium Trust. In the event that two or more
unit owners attempt to exercise such right of first refusal,
the selling unit owner shall determine by lot which unit
owner shall purchase his unit (or lease , sublease or accept
an assignment , as the case may be) . The procedure to
be employed in consummating a sale to a unit owner who
exercises his right of first refusal shall be the same
as that set forth above for consummating a sale to the
Trustees of the Condominium Trust. In the event that
neither the Trustees of the Condominium TRust or any unit
owner exercises the right of first refusal within the
time period set forth herein, the unit owner shall be
free to sell (or lease, sublease or assign a lease, as
the case may be) such unit owner together with its interest
in the common areas and facilities within the next 120
days to the proposed purchaser, on the same terms and
conditions set forth in the notice from such unit owner
of such Outside Offer.`
b) The Trustees of the Condominium Trust shall not exercise
the right of first refusal set forth in this section without
the prior approval of 66 2/3o in common area interest
of the remaining unit owners .
c) This Section 33 of these By-Laws shall not apply to any
conveyance, transfer, or alienation by any unit owner
by gift, or devise under a Will, or by reason of death
of any unit owner, 'nor to any conveyance, transfer or
alienation by any unit owner to or for the benefit of
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F Offer") for the lease of his unit for a term of more than
{ ten (10) years , and any lessee of a unit or portion of
a unit who receives a bona fide offer ( "Outside Offer")
for the sublease of such unit or part thereof, or for
the purchase of an assignment of such lease, which he
intends to accept, shall give written notice to the Trustees
of the Condominium Trust and to each unit owner of such
offer and of such intention, which notice shall contain
the name , address and telephone number of the proposed
purchaser (or tenant, subtenant or assignee) the terms
of the proposed transaction, and such other information
as the Trustees of the Condominium Trust may reasonably
require, -and shall offer to sell such unit together with
its interest in the common areas and facilities (or 'lease
or sublease such unit or part thereof or assign such lease,
as the case may be) first to the Trustees of the Condominium
Trust or their designee , corporate or otherwise , on behalf
Of all of the owners of all other units , and then to each
of the remaining unit owners on the same terms and condi-
tions as contained in such Outside Offer . The giving
of such notice shall constitute a warranty and representa-tion
by the unit owner to the Trustees of the Condominium Trust
and the other unit owners that such Outside Offer is bona
fide in all respects . Within ten (10) days after receipt
of such notice, the Trustees of the Condominium Trust
may elect, by notice to such unit owner, to purchase such
unit together with its_ interest in the common areas and
facilities , or to cause the same to be purchased by its
designee, corporate or otherwise, on behalf of all other
unit owners (or to lease, sublease , or accept an assignment
of a lease, as the case may be) on behalf of all other
unit owners, on the same terms and conditions as contained
in the Outside Offer and as stated in the notice from
the offering unit owner. In the event that the Trustees
of the Condominium Trust shall elect to purchase (or lease ,
sublease , or accept an assignment, as the case may be)
such unit together with its interest in the common areas
and facilities , the transaction shall be consummated as
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b) Accept a deed (or assignment) in lieu of foreclosure
in the event of default by a mortgagor, or
c) Sell or lease a unit acquired by the Mortgagee .
ii) Permit an addition or expansion to the Condominium project
in which sections or phases are established unless such
addition or expansion complies with the following limita-
tions :
a) Condominium unit owner ' s undivided interest in the
common elements must be stated in the Declaration
of Condominium (or Master Deed or similar instrument) ;
and the conditions whereby any change in such percentage
of undivided interest in common elements may take
place are fully described in such Declaration (or
Master Deed or similar instrument) , together with
a description of the real property which will become
subject to the Condominium project if such alternative
percentage interest becomes effective; and
b) No change in the percentage interests in the common
elements may be affected pursuant to such phasing
or add-on plan, more than seven (7) years after the
Declaration of Condominium (or Master Deed) becomes
effective .
C . The provisions of this Section 32 shall at all times take
precedence over all other provisions in the Master Deed, and
in this Trust including the 3y-Laws and Rules and Regulations
hereto (including but not limited to Section 7 of this Trust) .
33 . Right of First Refusal .
No unit owner or lessee may sell , lease or sublease a unit, or
assign a lease, except by complying with the following provisions :
a) Any unit owner who receives a bona fide offer (hereinafter
called and "Outside Offer") for the sale of his unit and
its undivided interest in the common areas and facilities ,
and any- unit owner who receives a bona fide offer ( "Outside
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G Z
Non-discrimination.
twithstanding anything to the contrary herein, no part of this
Y�
'. ; Trust or By-Laws or the Rules and Regulations now or hereafter
adopted or promulgated shall ever be deemed to prevent, restrict,
discourage, or hinder, in fact, in any manner whatsoever the aliena-
tion, conveyance, mortgage, purchase, sale, rental, lease, license,
use , or occupancy of Units or any negotiations in connection therewith
because of race, religion, creed, color, national origin, sex,
age , ancestry, marital status , status as a veteran or member of
the armed services , or any ethnic group, blindness, or, in addition
to the foregoing, by any reason whatsoever prohibited by any federal,
state, county or- municipal law.
31 . Percentage of Unit Owners .
Whenever the term "Percent of Unit Owners " or "Percentage of Unit
Owners" is used in this instrument, said term shall mean the Owners
of the specified percentage in the aggregate in interest of the
undivided ownership in the common areas and facilities of the Con-
dominium.
32 . Protection of Mortgagees .
Notwithstanding anything to the contrary in this Trust including
the By-Laws and Rules and Regulations , and in the Master Deed,
without the express prior written consent of all mortgagees of
all Units in each instance :
A. Sections 2 , 9 and 15B of these By-Laws shall not be amended
or modified, and
B. The Master Deed and this Trust including the By-Laws and Rules
and Regulations shall not be amended or modified if the result
of any such amendment or modification would :
i) Modify the "right of first refusal" so called, unless
such modification of the "right of first refusal" does
not impair the rights of a first mortgagee of any unit
to :
a) Foreclose or take title to a condominium unit pur-
suant to the remedies provided in the mortgage , or
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= �. Waiver of Right of Partition.
In the event that a Unit shall be acquired by the Trustees ,
all unit owners shall be deemed to have waived all rights
of partition with respect to such Unit or Units as are acquired
by the Trustees .
D. Payment of Assessments .
No unit owner shall convey, mortgage, pledge, hypothecate,
sell or lease his Unit unless and until he shall have paid
in full to the Trustees all unpaid Common charges theretofore
assessed by the Trustees against his Unit and until he shall
have satisfied all unpaid liens against such unit. This para-
graph shall not apply to any first mortgagee of any Unit.
2'9 . Tenants .
Any unit owner may lease, or rent his Unit, subject, however, to
the following conditions :
a. Any lease, or occupancy agreement, shall :
i) expressly provide that the lease , or occupancy agree-
ment ' shall be subject in every respect to the Master
Deed of the Condominium, the Declaration of Trust
of the Condominium Trust, and the By-Laws and Rules
and Regulations thereof, as the same have been amended
most recently prior to the execution c the lease,
or occupancy agreement;
ii) contain the following section :
"Any failure by the tenant to comply in all respects
with the provisions of the Master Deed of the Condominium,
the Declaration of Trust of the Condominium Trust
and the By-Laws and Rules and Regulations hereof,
shall constitute a material default in this lease" .
b. A true copy of the lease or occupancy agreement shall
be delivered to the Trustees forthwith upon its execution.
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1
t it being the intention hereof to prevent any severance of
M.
such combined ownership. ' Any such deed, mortgage, or other
instrument purporting to affect one or more of such interests ,
=` without including all such interests, shall be deemed and
taken to include the interest or interests so omitted, even
though the latter shall not be expressly mentioned or described
therein. No part of the Appurtenant Interests of any unit
may be sold, transferred, or otherwise disposed of, except
as part of a sale, transfer, or other disposition of such
part of the Appurtenant Interest of all Units .
"Appurtenant Interests " , as used herein, shall include i)
the undivided =interest of a unit owner in the common areas
and facilities ; and ii) the interest of such unit owner in
any other assets of this Trust.
B. Financing of Purchase of Units by Trustees .
With the prior written approval of at least fifty (50%) percent
of the beneficial interests hereunder (the vote of the unit
owner of the unit which is the subject of such vote shall
not be counted) , the Trustees may acquire or lease units of
the Condominium. Acquisition or lease of units by the Trustees
may be made from any funds in the hands of the Trustees ; or
if such funds are insufficient , the Trustees may levy an assess-
ment against each unit owner in proportion to his beneficial
interest as a common charge ; or the Trustees , in their dis-
cretion, may borrow money to finance the acquisition of such
units, provided, however, that no financing may be secured
by an encumbrance or hypothecation of any property other than
the specific unit or units with Appurtenant Interests so to
be acquired by the Trustees . Nothing in this subseciton B)
of this Section shall be cosntrued as compelling any unit
owner to sell his unit. Nothing in this subsection B) of
this Section shall have any effect, nor limit in any manner
the rights and remedies of the Trustees under the provisions
of Section b of Chapter 183A.
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/keyhe common areas and facilities .
Trustees or their designated agent shall retain a pass
to each unit and no unit owner shall alter, change or
all any locks without first providing the Trustees or
their designated agent with a pass key with respect to any
such changed, altered or new lock.
24 . Structural Integrity.
Nothing shall be done or maintained in any unit or in the common
areas and facilities which will impair the structural integrity
of any part of the building of the Condominium.
25 . No Alterations .
Neither the exterior of any unit nor the common areas and facilities
nor the hallways or lobby shall be altered, constructed, removed,
decorated or painted in any manner except with the written consent
of the Trustees . Any unit owner is free to decorate the interior
of his unit in any manner as he sees fit without requiring the
consent of the Trustees so long as such decorations do not alter
the structure of the, unit or the Building.
26 . Combustible Materials .
No unit owner shall permit or suffer the keeping at any time of
any flammable, combustible or explosive fluid or substance on the
property of the Condominium or in his unit except only for such
lighting and cleaning fluids as are customary for office use .
27 . Safety.
Each unit owner assumes complete responsibility for the safety
of himself, his business invitees , agents , servants , employees ,
licensees and tenants while such persons are in his unit, or any
other unit, or on the common areas and facilities of the Condominium
(including but not limited to the parking areas) .
28 . Sale of Units .
A. No Severance of Ownership.
No unit owner shall execute any deed, mortgage, or other instru-
ment. conveying . or mortgaging title to his unit without including
therein . the Appurtenant: interests (as hereinafter defined) ;
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s
t
from a pro-rata re-allocation of such assessments or charges
to all Units including the mortgage Unit) .
F. Notwithstanding anything to the contrary in this Trust including
these By-Laws and rules and regulations hereto (or in the
Master Deed) , unless at least seventy-five (75%) percent of
the first Mortgagees (based upon one vote for each mortgage
owned and whether or not such first Mortgagees are Listed
Mortgagees) of Condominium Units have given their prior written
approval, neither the Trustees nor the unit owners shall be
entitled- to :
(a) By act or omission see to abandon or terminate the Con-
dominium regime ;
(b) Change the pro rata interest or obligations of any
Condominium Unit for:
(i) Purposes of levying assessments or charges or
allocating distributions of hazard insurance
proceeds or condemnation awards ; and for
(ii) Determining the pro rata share of ownership of
each Unit in appurtenant real estate and any
improvements thereon which are owned by the
unit owners in the Condominium project' in
undivided pro rata interests ( "Common areas and
facilities ") ;
(c) Partition or subdivide any Condominium Unit;
(d) By act or omission seek to abandon, partition, subdivide ,
encumber, sell or transfer the common areas and facilities.
The granting of easements- for public utilities or for
other public purposes consistent with the intended use
of the common areas and facilities by the Condominium
project shall not be deemed a transfer within the meaning
of this clause ;
(e) Use hazard insurance proceeds for losses to any Condominium
property (whether to Units or to common areas and facilities)
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in a position where same will appear to be a window
sign when viewed from the exterior of the Building.
(h) Nothing herein shall prohibt any unit owner from
installing any type of signs or lettering within
the boundaries of his unit, so long as such sign
is not visible from the exterior of his unit.
(i) All of the foregoing signs permitted hereunder
shall in any event comply with all legal require-
ments of the Commonwealth of Massachusetts and
the City of Northampton. If any signs constructed
and maintained on any part of the Subject Property,
on the date of the Master Deed, or thereafter,
shall be in whole or in part restricted by any
valid governmental ordinance of the Commonwealth
of Massachusetts or the City of Northampton, the
Trustees of the Condominium Trust shall have no
liability to the unit owner so long as such Trustees
make a good faith effort to comply with such
governmental requirements .
( j ) Unit owners and occupants shall be required to
comply with the provisions of the Master Deed,
including but not limited to Section g of the Master
Deed at all times .
17 . Use of Common Areas and Facilities .
A unit owner shall not place or cause to be placed in the lobby,
vestibules , public halls , stairways , or other common areas and
Facilities any furniture , packages or objects of any kind. The
public halls and stairways shall be used for no purpose other than .
F
or normal transit through there. -
18 . Attorneys , Accountants , Appraisers .
The Trustees may, but need not, engage the services of attorneys ,
c:.:Oiln�aTitS, appraise-s, a chl facts , in_ ..=ors , and of e
r orofessionais
- : in connection with their duties as such Trustees , upon the payment
of .such fees and upon such other terms and conditions as the Trustees
shall decide , and such fees .and other expenses in connection with
Unit in the performance of any of the Mortgagor ' s obligations
under the Master Deed, or this Trust including these By-Laws
and the rules and regulations hereto, or the Unit Deed, which
is not cured within thirty (30) days .
C. The right of any unit owner to vote or grant or withhold any
consent or exercise any rights pursuant to the provisions
of this Trust or the Master Deed may be assigned to or restricted
in favor of any Mortgagee, and the Trustees shall be bound
by such assignment or restriction, provided, however, that
such assignment or restriction does not conflict with the
provisions of said Chapter 183A and that the Mortgagee has
notified the Trustees of such assignment or restriction in
writing, whether or not such Mortgagee is a Listed Mortgagee .
D . A Listed Mortgagee shall remain a Listed Mortgagee until either :
(i) The Trustees receive written notice by such Listed
Mortgagee that the Mortgage has been discharged, or
that such Mortgagee no longer desires to remain listed
as a Listed. Mortgagee ; or
(ii) The Trustees receive notice from the unit owner, or
anyone whomsoever, that the Mortgage has been dis-
charged of record, which notice shall contain a true
copy of such discharge and shall specify the Book
and Page, or Instrument Number where such discharge
is recorded in the Registry of Deeds .
E. Notwithstanding anything-to the contrary in this Trust including
these By-Laws and rules and regulations hereto, (or in the
Master Deed) , any first Mortgagee (whether or not such Mortgagee
is a Listed Mortgagee) of any Unit who comes into possession
of the Unit pursuant to the remedies provided in the Mortgage,
or foreclosure of the mortgage, or deed (or assignment) in
lieu of foreclosure , shall take the property free of any claims
for unpaid assessments or charges against the mortgaged Unit
which accrue prior to the time such holder comes into possession
of the Unit or obtains title thereto (except for claims for
a pro-rata share of such assessments or charges resulting
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which shall be payable by the Condominium Trust or such other
t , unit owner, as the case may be . The amount of any such re-
imbursement due the Condominium Trust may, without prejudice
to any other remedy of the Condominium Trust, be enforced
by assessing the same to that particular Unit as a Special
Common Charge under these By-Laws .
4 . Rebuilding and Restoration.
A. In the event of damage to or destruction of the common areas
and facilities as a result of fire or other casualty (unless
Subsection F of this Section is applicable) , or, in the event
Of damage to or destruction of any unit as a result of fire
or other casualty, whether or not the common areas and facilities
have been damaged or destroyed (unless Subsection F of this
Section is applicable) , the Trustees shall promptly adjust
the loss , arrange for the prompt repair or restoration of
the same, and disburse the proceeds of all insurance policies
in payment of all costs and expenses actually incurred in
connection with such repair or restoration in appropriate
progress payments and with appropriate retainage. All insurance
proceeds paid to the Trustees as Insurance Trustees , on account
of any casualty shall be dedicated first to the repair or
restoration of the loss , and any application of said proceeds
by the Trustees on account thereof shall be prior to the a li-
cation of such proceeds for any other purposes . pp
3. In the event the insurance proceeds are not sufficient to
cover the cost of repairs to the common areas and facilities
and the Units, the proceeds will be first allocated to the
cost of repairs to the common areas and facilities and the
balance, if any, to the cost of repairs to the Units in pro-
portion to the cost of all repairs to the respective Units
as determined by the insurer pr by independent appraisal . To
the extent the proceeds allocated as aforesaid are insufficient
to cover the cost of repairs to the common areas and facilities ,
the balance of the cost of such repairs will be assessed against
all unit owners as a common expense . To the extent the proceeds
allocated, as aforesaid, are insufficient to cover the cost
of repairs to the Units , the balance of the cost of such repairs
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e
of any such additional insurance carried by any unit owner.
Each unit owner shall promptly notify the Trustees of all
improvements made by him to his Unit, the insurable replacement
cost of which exceed one thousand ($1, 000 . 00) dollars, and
such unit owner shall pay to the Trustees as a Special Common
Charge under these By-Laws any increase in insurance premium
incurred by this Trust which results from such improvement.
G. No unit owner or occupant shall commit, permit or suffer any
violation of any insurance policies taken out by the Condominium
Trust, or do,. permit or suffer anything to be done, or keep
or permit or suffer anything to be kept, or permit or suffer
any condition to exist which might (i) result in termination
of any such policies , or (ii) adversely affect the right of
recovery thereunder, or (iii) result in reputable insurance
companies refusing to provide insurance as required or permitted
by these By-Laws , or (iv) result in an increase in the insurance
rate or premium with respect to both the master policy or
policies , and also with respect to any other unit owner ' s
policy or policies , unless , in the case of such increase,
the unit owner responsible for such increase shall pay the
same . If the rate of premium payable with respect to the
Policies of insurance carried by the Condominium Trust in
accordance with these By-Laws , or with respect to any insurance
Policy carried by any unit owner, shall be increased, or shall
otherwise reflect the imposition of a rate which is more than
1100 of the rate then applicable to the then lowest rated
unit in the Building, by reason of anything that is done or
kept in a particular unit, or as a result of the failiure
of any unit owner or occupant of the Unit to comply with the
requirements of the insurance policies taken out by the Condominium
Trust, or as a result of the failure of any such unit owner
or occupant to comply with any of the other terms and provisions
of the Master Deed, the Condominium Trust, or these By-Laws,
and the rules and regulations hereto, then, and in any of
the foregoing events , the unit owner of that particular Unit
shall reimburse the Condominium Trust and such other unit
owners respectively for the resulting additional premiums
-8-
. to their respective interests in the common areas and facilities .
F. Notwithstanding the foregoing, if, as a result of fire or
other casualty, the loss exceeds ten (10%) percent of the
value of the Condominium, including all parts of the building
and the common areas and facilities and the Units prior to
the casualty, and : (a) if seventy-five (75%) percent of the
unit owners do not agree within one hundred twenty (120) days
after the date of the casualty to proceed with repair or restora-
tion, the Comdominium, including all Units , shall be subject
to partition at the suit of any unit owner. Such suit shall
be subject- to dismissal at any time prior to entry of an order
to sell if an appropriate agreement to rebuild is filed. Subject
always to the prior rights of the Unit Mortgagees , the net
proceeds of the partition sale together with any Common funds
shall be divided in proportion to the unit owners ' respective
undivided ownership in the common areas and facilities . Upon
such sale , the Condominium shall be deemed removed from the
provisions of Chapter 183A of the Massachusetts General Laws ,
(b) if seventy-five ( 75%) percent of the unit owners agree
to proceed with the necessary repair or restoration, the cost
of the rebuilding of the Condominium, in excess of any available
common funds including the proceeds of any insurance, shall
be a common expense, provided, however, that if such excess
cost exceeds ten (10%) percent of the value of the Condominium
including all parts of the building and the common areas and
facilities and the units , prior to the casualty, any unit
owner who did not so agree may apply to the Superior Court
Hampshire County on such notice to the Trustees and unit owners
as the Court shall direct, for an order directing the purchase
of his Unit by the Trustees at the fair market value thereof
as approved by the Court. The -cost of any such purchase shall
be a common expense .
5 . Condemnation.
If more than ten (10%) percent in value of the Condominium or
more than fifteen (15%) percent in area of the parking areas ,
is taken under the power of Eminent Domain, then the taking shall
be treated as a casualty loss and the provisions of Section 4
to each Unit will be assessed against all unit owners as a
common expense.
s} C. Whenever the estimated cost of repair or restoration exceeds ,
as to any one casualty or occurence, on the basis of an inde-
pendent appraisal, the sum of twenty-five thousand ($25 , 000. 00)
dollars , then the Trustees shall retain a registered architect
or registered engineer, who shall not be directly or indirectly
• unit owner or an employee or agent of any unit owner, or
• Trustee or an. employee or agent of any of the Trustees ,
or the manager, if any, or any employeer or agent of such
manager, to supervise the work of repair or restoration and
no sums shall be paid by the Trustees on account of such repair
or restoration except upon certification to them by such archi-
tect or engineer that the work for which payment is being
made has been completed in a good and workmanlike manner in
accordance with approved plans and specifications and that
the estimated total cost of completion of said repair or restora-
tion, less amounts theretofore advanced, does not exceed the
undisbursed proceeds of insurance as augmented by funds obtained
by any assessment or assessments levied or chargeable to the
unit owners as a common expense .
D. The Trustees may perform emergency work essential to the preser-
vation and safety of the Condominium, including all parts
of the building and the common areas and facilities and the
Units , or the safety of persons , or required to avoid the
suspension of any essential service to the Condominium, including
all parts of the building and the Common areas and facilities
and the Units , without having first engaged an architect
or engineer, adjusted the loss or obtained proceeds of insurance .
E. Subject always to the prior rights of the Unit Mortgagees ,
if there shall have been a repair or restoration pursuant
to the foregoing and the amount of insurance proceeds shall
have exceeded the cost of such repair or restoration, then
the excess of such insurance proceeds , if any, shall be added
to the- Condominium' s reserve fund, or, at the option of the
Trustees , divided among all the unit owners in proportion
-10-
t (ij=) percent of the then value of the Condominium, including
the building and the common areas and facilities and the units ,
any unit owner not so agreeing may apply to the Superior Court
Hampshire County on such notice to the Trustees and unit owners
as the Court shall direct, for an Order directing the purchase
of his Unit by the Trustees at fair market value thereof as
approved by the Court. The cost of any such purchase shall
be a common expense .
7 . Rules and Regulations .
A. The Trustees have adopted the initial Rules and Regulations
set forth in Exhibit B which is annexed hereto and is hereby
incorporated herein by this reference and made a part hereof,
governing the details of the operation and use of the common
areas and facilities , and containing such restrictions -on,
and requirements respecting the use and maintenance of, the
common areas and facilities as are consistent with the provisions
of the Master Deed, and designed to prevent unreasonable inter-
ference with the use by the unit owners of the common areas
and facilities .
B . The Trustees shall administer such rules and regulations .
C . The Trustees may at any time and from time to time , amend,
rescind and waive, any or all of such rules and regulations .
D . The Trustees may at any time and from time to time , adopt
other rules and regulations governing the details of the operation
and use of the common areas and facilities , and containing
such restrictions on, and requirements respecting the use
and maintenance of, the common areas and facilities as are
consistent with the provisions of the Master Deed, and designed
to prevent unreasonable interference with the use by the unit
owners of the common areas and facilities .
E. Notwithstanding the foregoing provisions of this Section 7 :
(i)- The Trustees shall furnish copies of any new rule or
regulation, or amendment of any existing rule or regu-
lation, to the unit owners prior to the time when such
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vi these By-Laws and the provisions of Massachusetts General Laws ,
khapter 183A, Section 17 , shall apply. Where one or more units
have been substantially altered or rendered uninhabitable as a
result of a partial taking, and the unit owners vote to restore
and continue the Condominium pursuant to Section 17 of said Chapter
183A, the Trustees shall have the authority to acquire the remaining
portions of such Units for such price as the Trustees shall determine ,
provided that any unit owner of such remaining portion who does
not agree with such determination may apply to the Superior Court
of Hampshire County on such notice to the Trustees and the other
unit owners as the Court shall direct, for an order directing
the purchase of such remaining portion at the fair market value
thereof as approved by the Court. Where as a result of a partial
taking any Unit is decreased in size or where the number of Units
is decreased by a partial taking, then the Trustees may make such
provision for re-alignment of the percentage interest in the common
areas and facilities as shall be just and equitable .
In the event of a total or partial taking under the powers of
eminent domain, the unit owners shall be represented by the Condominium
acting through the Trustees . In the event of a partial taking,
the award shall be allocated to the respective unit owners according
to their undivided interest in the common areas and facilities ,
except as to such portion or portions of the award which are attri-
butable to direct or consequential damages suffered by particular
units as determined by the Court, which shall be payable to the
Owners of such. Units or their mortgagees , as their interests may
appear. Subject always to the prior rights of the unit mortgagees ,
in the case of a total taking -of all Units and the common areas
and facilities, the entire award shall be payable to the Trustees
to be distributed to the unit owners and their mortgagees in accordance
with their respective percentage interests in the common areas
and facilities .
6 . Improvements .
A. If seventy-five (750) percent or more of the unit owners may
agree, to make an improvement to the common areas and facilities
and assess the cost thereof to all unit owners as a common
expense, but if such improvement shall cost in excess of ten
-12-
fourteen (14) days prior to the date so designated. At the
annual meeting of the unit owners , the Board of Trustees shall
submit reports of the management and finances of the Condominium.
Whenever at any meeting the Board of Trustees proposes to
submit to the unit owners any matter with respect to which
approval of or action by the unit owners is necessary or
appropriate , the notice of such meeting shall state and reasonably
specify such matter . A quorum of unit owners shall consist
of the holders of at least fifty-one (51%) percent of the
beneficial interest hereunder .
C . Any Trustee or unit owner may, at any time , waive notice of
any meeting -in -writing and such waiver shall be deemed equivalent
to the giving of such notice. Attendance by a Trustee or
unit owner without objection to lack of notice at any meeting
shall constitute a waiver of notice by such Trustee or unit
owner of notice of such meeting. If all of the Trustees are
present at any meeting of the Trustees , or if all of the unit
owners are present at any meeting of the unit owners , respectively,
no notice shall be required and any business may be transacted
at such meeting of the Trustees , or unit owners , respectively`
9 . Listed Mortgagees : Notices .
A. A unit owner who executes a Mortgage, whether a first Mortgage
or any junior Mortgage, on his Unit shall promptly notify
the Trustees of such Mortgage , and shall file an accurate
copy of such Mortgage with the Trustees , specifying the Book
and Page, or Instrument Number where the same is recorded
in the Registry of Deeds , and if any unit owner fails to so
notify the Trustees , then the Mortgagee , or Mortgagees of
his Unit, or the attorney for such Mortgagee or Mortgagees ,
may so notify the Trustees of ,the execution of any such Mortgage.
The term "Listed Mortgage" shall mean any Mortgage listed
with the Trustees as set forth in this subsection.
B . Upon written request addressed to the Trustees by a first
Mortgagee of any Unit (whether or not such Mortgagee is a
Listed Mortgagee) the Trustees shall promptly notify such
Mortgagee in writing of any default by the Mortgagor of such
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new rule or regulation , or amendment, as the case may
be, shall become effective ; and
(ii) Unit owners entitled to at least seventy-five (75%)
percent of the beneficial interest hereunder may, at
any time and from time to time , rescind, amend or waive
any rule or regulation promulgated by the Trustees
(including but not limited to the initial rules and
regulations referred to hereinabove) ; and
(iii) Any waiver, rescision, amendment, adoption or enforcement
of a rule or regulation whether by the Trustees or the
unit owners , as hereinbefore set forth , shall be uniformly
binding upon all unit owners .
8 . Meetings .
A. The Board of Trustees shall meet annually on the date of the
Annual Meeting of the unit owners , and at such meeting shall
elect the Chairman, Treasurer, and Secretary, hereinbefore
provided for. Other meetings may be called by the Chairman
and in such other manner as the Trustees may establish, provided,
however, that written notice of each meeting, shall be given
at least five (5) days before such meeting to each member
of the Board of Trustees . A majority of the Trustees shall
constitute a quorum at all meetings , and such meetings shall
be conducted in accordance with such rules 'as the' 3oard of
Trustees may adopt.
B. There shall be an annual meeting of the unit owners on the
first Wednesday of December in each year at 8 : 00 p.m. on the
Condominium premises or at such other reasonable place and
time (not more than twenty-one ( 21) days before or after said
date) as may be designated by the Board of Trustees by written
notice given to the unit owners at least fourteen (14) days
prior to the date so designated. Special meetings of the
unit owners may be called by them upon the written request
of unit owners entitled to more than fifty (50%) percent of
the beneficial interest hereunder. Written notice of any
such meeting designating the place, day and hour thereof shall
be given by the Board of Trustees to the unit owners at least
-14-
,�1ven by one or more of the Trustees to such unit owner by leaving
'such notice with him at his office in the Condominium or by mailing
it, postage prepaid, addressed to such unit owner at his address
as it appears upon the records of the Trustees , at least five (5)
days prior to the date fixed for the happening of the matter, thing
or event of which such notice is given, unless a different period
for the giving of such notice is specified in these By-Laws .
11 . Inspection of Books ; Reports to Unit Owners .
The Trustees shall keep detailed records of the actions of the
Trustees , minutes of the meetings of the Trustees , minutes of the
meetings of. the unit owners , and financial records and books of
account of the Condominium, including a chronological listing of
receipts and expenditures , as well as a separate account for each
Unit, among other things , shall contain the amount of each assessment
of common charges against such Unit, the date when due, the amounts
paid thereon, and the balance remaining unpaid. Copies of the
Master Deed, this Trust and these By-Laws , rules and regulations ,
and floor plans of the Building and Units , as the same may be amended
from time to time, shall be maintained at the office of the Trustees
and shall be available for inspection by unit owners , their authorized
agents and Listed Mortgagees at all reasonable times . The Trustees
shall, as soon as reasonably possible , after the close of each
fiscal year, or more often if convenient to them, submit to the
unit owners a report of the operations of the Trustees for such
year, which shall include financial statements in such summary
form and in such detail as the Trustees shall deem proper. Except
in the case of fraud, committed by any Trustee , any person who
has been furnished with such report and shall have failed to object
thereto by notice in. writing to the Trustees , given by registered
or certified mail within a period of sixty (60) days of the date
of the receipt by him, shall be deemed to have assented thereto .
12 . Checks and Notes .
Checks , notes, drafts and other instruments for the payment of
money drawn or endorsed in the names of the Trustees or of the
Trust may be signed by i) the sole member of the Initial Board,
during its term_, and ii) thereafter, by any two (2) Trustees , or
by any person or persons (who may be one of the Trustees) to whom
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' for other than the repair, replacement or reconstruction
of such improvements , except as provided by Chapter 183A
in case of substantial loss to the Units and/or common
areas and facilities of the Condominium project;
(f) All first Mortgagees (whether or not such first Mortgagees
are Listed Mortgagees) shall have the right to examine
the books and records maintained by the Trustees relating
to the Condominium;
(g) Notwithstanding anything to the contrary in this Trust
including- these By-Laws and rules and regulations hereto,
and in the Master Deed and the Unit Deeds , no provision
of any such documents shall give any unit owner or owners
or any other party or parties priority over any rights
of first Mortgagees of Condominium Units pursuant to
their Mortgages (whether or not such first Mortgagees
are Listed Mortgagees) in the case of a distribution
to Condominium unit owners of insurance proceeds or
condemnation awards for losses to or taking of Condominium
Units and/or common areas and facilities .
(h) Whenever notice is to be given to any Mortgagee or Mortgage
holder hereunder upon written request, the Trustees shall
additionally give such notice to any servicer designated
by such Mortgagee or Mortgage holder.
(i) Upon written request by any holder of a first Mortgage
on any Unit in the Condominium, the Trustees shall give
notice to such Mortgage holder in writing of any loss
to, or taking of, the common areas and facilities or
any part thereof, of the Condominium if such loss or
taking exceeds ten thousand ($10 , 000 . 00) dollars .
10 . Notices to Unit Owners .
Every notice to any unit owner required under the provisions hereof,
or which may be deemed by the Trustees necessary or desirable in
connection. with the execution of this Trust created hereby or which
may be ordered in any judicial proceeding, shall be deemed sufficient
and binding if a written or printed copy of such notice shall be
-18-
e
shall not exceed three (3) years ; except that the term of
any such contract entered into at any time during the term
of the Initial Board shall not exceed six (6) months .
C. After the expiration of the term of the Initial Board, the
consent of not less than two (2) Trustees shall be necessary
for the hiring and dismissal of any employees of the Condominium.
16 . Use of Units .
The purposes for which the units and the common areas and facilities
are intended to be used are as follows :
(i) 'No_ unit is intended or designed for occupancy for resi-
dential purposes . Units may be used for any purpose
or purposes permitted from time to time by the ,zoning
ordinances of the City of Northampton except as other-
wise provided 'herein.
(ii) No unit shall be used or maintained in a manner incon-
sistent with these By-Laws and the rules and regulations
from time to time adopted pursuant hereto.
(iii) Notwithstanding the foregoing, until the Declarant
or its successors in title or its or their nominees ,
has sold and conveyed all o•f the units , the Declarant
or its successor in title or its or their nominees
may use one or more units and parking spaces for a
sales office or offices or model or models , and may
lease or rent unsold units .
(iv) Unless otherwise permitted in a writing executed by
a majority of the Trustees of the Condominium Trust
pursuant to the provisions hereof, the use of the Subject
Property shall be limited as follows :
(a) No use shall be permitted which in the opinion
of the Condominium Trust is inconsistent with
: the maintenance, use and occupancy of the general
character of the Building as an office building;
-21-
such power may at any time or from time to time be designated b
not less than a majority of the Trustees . All v y
ouchers for the
payment of any common expense shall after the term of the Initial
Board, be approved by not less than two (2) Trustees, in each in-
stance.
13 . Seal.
The Trustees may, at any time or from time to time, at their dis-
cretion, adopt a seal circular in form bearing the name of
this
Trust and the year in which this instrument was recorded in the
Registry of Deeds, or a common or wafer seal, which shall be v
for all purposes ._ alid
14 . Fiscal Year.
The fiscal year of the Trust shall be the calendar year, or s
other date as ma uch
y from ti me to time be determined by the Trustees .
15 . Management; Employees .
A. The Trustees, at their discretion, may, but need not, appoint
a real estate management firm, or manager, to manage the Condo-
minium, at such compensation, and upon such terms and conditions
as the Trustees see fit. If such management firm, or manager .
is so appointed, the Trustees may delegate to such firm or
manager such duties as are customarily and usually performed
by office condominium property managers in the western Massachuset
area, or such duties as the Trustees may at any time and from t
time to time, expressly delegate, L
p y g provided, however, that
the duties and powers , and responsibilities of the Trustees
under Sections 1 (b) ; 1 (e) ; l (f) ; 1 (g) ;
1 {m) ; 1 (n) ; 2 ; 3 ; 4 ; 5 ; 6 ; 7; 12 and 15 of these By-Laws shall
not be so delegated to anyone whomsoever except the Trustees
themselves, or to such of the Trustees as a majority of the
Trustees shall designate . -
B . Notwithstanding anything to the contrary herein' any are
for professional management of the Condominium shall provident
that the management contract may be terminated without cause
and without payment of a termination fee on ninety (90) days '
written notice, or less, and the term of any such contract
-20-
(b) The architectural integrity of the Building shall
be preserved without modification, and to that
end, no awning, screen, antenna, sign, banner,
decal or other device and no exterior change,
addition, structure, projection, decoration or
other feature shall be hereinafter erected or
placed upon or attached to the Building or any
unit or any part of either without the prior written
consent of the Condominium Trust. This subpara-
graph (b) shall not restrict the right of unit
owners to decorate the interior of their units
as they may desire .
(c) The units and the common areas and facilities
shall be used only for purposes consistent with
their design.
(d) Each unit shall be used only for such purposes
and to such extent as will not overload the structure
of the Building or the foundation , or unreasonably
overload the capacity of any utility furnished
to the Building including but not limited to water;
sewer, electricity, gas and telephone .
(e) No signs , identification or decoratio-n shall be
permitted on the common areas and facilities nor
on the exterior doors and windows of any units
without the prior written consent of the Condominium
Trust.
(f) Each unit owner shall be entitled to place a sign
on or near the door to his unit of a size and
design to be approved by the Trustees of the
Condominium Trust, such sign to be installed and
maintained at the expense of each unit owner.
(g) No signs , wording, lettering, decals or any other
- material whatsoever shall be placed upon the inside
or outside surface of any window in the Building
nor placed upon any curtain or drape, or placed
/itnterfere iness invitees , servants , employees , licensees , or tenants,
or permit anything by such persons that will unreasonably
with the rights , comforts or conveniences of other unit
r occupants .
22 . Maintenance and Repairs .
A. All maintenance and replacement of and repairs to any unit,
ordinary or extraordinary, (other than to the common areas
and facilities contained therein not necessitated by the negli-
gence, misuse or. neglect of the Owner of such unit) , and to
the doors and windows , and to electrical , plumbing, heating
and air-conditioning fixtures , and hot water heaters within
the unit or belonging to the unit owner which are not a part
of the common areas and facilities and the washing of exterior
glass of his unit shall be done by the unit owner at the unit
owner ' s expense, excepting as otherwise specifically provided
herein. Each unit owner shall be responsible for all damage
to any and all other units and to the common areas and facilities
that his failure to do so may engender.
B. All maintenance, and replacements of and repairs to the common
areas and facilities as defined in the Master Deed, and the ' '
painting and decorating of the exterior doors of the building
and exterior window sash, shall be made by the Trustees and
shall be charged to all the unit owners as a common expense ,
excepting to the extent that the same are necessitated by
the negligence, misuse or neglect of a unit owner, in which
case such expense shall be charged to such unit owner.
23 . Right of Access - Pass Kevs .
A. Subject to the provisions of said Chapter 183A, Section 4 ,
Clause (2) , the Trustees in their capacities as such Trustees ,
and any manager engaged by the Trustees , and any persons author-
ized by the Trustees or such manager shall have a right of
access to all units in the Condominium, at any time in case
of emergency, and at all other times during reasonable times
by prior appointment with each unit owner, for the purpose
of making inspections or repairs to either the unit to which
such persons seek access , or to another unit, or any part
-25-
< L
�,,,ployment shall be common expenses of the Condominium. The
;tees, in the absence of fraud, shall be protected in reasonably
relying upon the opinion of such attorneys , accountants , appraisers ,
architects, engineers , or other professionals engaged by the Trustees
pursuant to their duties as such Trustees .
19 . Electricity, Other Utilities .
Electricity shall be supplied by the public utility servicing the
area in which the Condominium is located, directly to each Unit
through a separate meter, and each unit owner shall be required
to pay all bills and assessments for electricity consumed or used
in his unit. Each unit owner shall also be responsible for all
other utility bills for utility services furnished to his unit.
20 . Violations by Unit Owners .
The violation of any rule or regulation adopted by the Trustees ,
or the breach of any of these By-Laws , or the breach of any provisions
of the Master Deed or of this Trust or of the offending unit owner ' s
Unit Deed, shall give the Trustees the right, in addition to any
other rights set forth in these By-Laws , to enjoin, abate or remedy
by appropriate legal proceedings , either at law or in equity, (or
both) the continuance of any such breach. In addition to the foregoing,
and no in substitution therefor, the Trustees shall have the power
to levy fines against unit owners for such violations . No fine
may be levied for more than five ( $5 . 00) dollars for any one violation
but for each day a violation continues after notice it shall be
considered a separate violation. Collection of fines may be enforced
against the unit owner or unit owners involved as Special Common
Charges . In the case of persistent violations by a unit owner,
the Trustees shall have the power to require such unit owner to
post a bond to secure adherence to said rules and regulations ,
By-Laws , Master Deed, this Trust,_ .or said Unit Deed.
21. Violation of Law.
No noxious or unlawful activity shall be carried on in any unit
or. in the common areas and facilities nor shall anything be done
therein, either willfully or negligently, which may be or become
unreasonably annoying to the other unit owners or occupants . No
unit owner shall make or permit any disturbing noises by himself,
-24-
i
and the original or a certificate thereof shall, upon request,
be delivered to the mortgagee . The Trustees shall periodically
obtain an independent appraisal of the full replacement value
of all portions of the building, including all of the Units
and all of the common areas and facilities and additions ,
alterations and improvements , without deduction for depreciation,
for the purposes of determining the amount of fire and extended
coverage insurance to be effected pursuant to this Section,
and the amount of such insurance shall in no event be less
than the full replacement value as so determined.
C . Subject to the provisions of Sections 4 and 9 of these By-Laws ,
insurance proceeds received by the Trustees shall be held
in trust in an identified and segregated fund for the benefit
of the unit owners and all mortgagees of all Units . If the
cost of restoring the common areas and facilities is estimated
by the Trustees to exceed the sum of ten thousand ($10 , 000 . 00)
dollars , then the Trustees shall give written notice of such
loss to all Listed Mortgagees as herein defined, or if the
cost of restoration of any Unit is estimated by the Trustees
to exceed one thousand ($1 , 000 . 00) dollars , then the Trustees' -
shall give written notice of such loss to the Listed Mortgagees
holding the mortgage on that Unit.
D. The cost of all such insurance obtained and maintained by
the Trustees pursuant to the provisions of this Section 3
shall be a common expense �of the Condominium.
E. Any such insurance obtained and maintained by the Trustees
pursuant to the provisions of this Section 3 may have a deductible
amount to be determined from time to time by the Trustees .
F . Each unit owner may carry insurance at his own expense for
his own benefit insuring, inter alia , his carpeting, office
machinery, fixtures , furniture, furnishings and other personal
property, and personal liability, provided that all such policies
shall. contain waivers of subrogation, and further provided,
that. the liability of the carriers issuing insurance obtained
by the Trustees shall not be affected or diminished by reason
--7-
r'
t t
out deduction for de recd
:i. P a n on, with loss payable to the
Trustees, as Insurance Trustees ; (2) Worker ' s compensation
insurance if the Trustees shall have an employee or employees ;
(3) public liability insurance in such amounts and with such
coverage as the Trustees shall from time to time determine,
with a combined single limit for both personal injury and
death of not less than three hundred thousand ($300 , 000 . 00)
dollars , and not less than fifty thousand ($50 , 000 . 00) dollars
for property damage, but at least covering each member of
the Trustees , the managing agent or the manager, if any, and
each unit owner and with cross liability endorsement to cover
liabilities of the Condominium to a unit owner; and (4) such
other insurance as the Trustees may determine . All such
Policies shall provide that adjustment of loss shall be made
by the Trustees and that the net proceeds thereof shall be
payable to the Trustees . The Trustees shall periodically
re-evaluate the amount of public liability insurance to be
carried by them as set forth in clause (3 ) of this Section
3 to the end that the limits of such insurance shall not be
less than the amounts specified in said clause (3) , or, not
less than limits of such liability insurance as are carried
by other office condominium unit owners ' associations in com-
parable condominiums in western Massachusetts , whichever is
higher.
B. All such policies of physical damage insurance shall, insofar
as practicable , contain waivers of subrogation as to any claim
against the Trustees , their agents and employees , unit owners ,
their respective employees , agents and guests , and of any
defense based on invalidity arising from the acts of the insured
and shall provide that such policies may not be cancelled
or substantially modified with at least twenty (20) days '
prior written notice to all of the insureds , including all
mortgagees of Units , and recovery thereunder shall not be
affected on account of the availability of proceeds under
any policies obtained by individual unit owners covering their
own. Units . A certificate of insurance, showing the amount
of insurance, shall be issued to the owners of each unit
-6-
c �
common expenses due with respect to such Unit, signed and
acknowledged by a majority of the Trustees in proper form
for recording, upon the written request of such unit owner
or buyer or mortgagee or attorney and upon payment of five
($5 . 00) dollars by such unit owner, buyer, mortgagee or attorney.
Recording of such statement in the Registry of Deeds shall
operate to discharge the Unit from any lien for any other
sums unpaid not enumerated as of the date of such statement
to the extent provided by said Chapter 183 A.
D. The Trustees shall expend common funds only for common ex-
penses -and lawful purposes permitted hereby and by the provisions
of said Chapter 183A.
E. Notwithstanding anything to the contrary herein, any first
mortgagee who comes into possession of a Unit pursuant to
the remedies provided in its mortgage, foreclosure of its mortgage,
or deed (or assignment) in lieu of foreclosure, shall take
the property free of any claims for unpaid common expenses
or assessments or charges against such Unit which accrued
prior to the time such mortgagee or mortgage holder comes
into possession of such Unit (except for claims for a pro
rata share of such common expenses or assessments or charges
resulting from a pro rata re-allocation of such common ex-
penses or assessments or charges to all Units , including the
111111 1 'I.Ilp-d 1111 i t ) .
3 . Insurance .
A. The Trustees shall be required to obtain and maintain, to
the extent obtainable, the following insurance : (1) fire
with extended coverage insuring all portions of the building,
j."c,luJ"19 t11e- Common areas and facilities of the Condominium,
and all of the Units but -not. �including carpeting, office
machinery fixtures , furniture, furnishings, or other personal
property supplied to or installed by unit owners, covering
the interest of the Condominium, the Trustees and all Unit
Owners and their mortgagees, as their interests may appear,
in an amount at least equal to the full replacement value
of the building, common areas and facilities , and Units , with-
-5-
1 1r
1 ! ments shall be payable and take effect as set forth in such
t` statements . The Trustees may in their discretion provide
for payments of such supplemental assessment statements in
monthly or other installments . The amount of each such
statement, for regular or supplemental assessments , together
with interest thereon, if not paid when due, at a rate of
ten (100) percent together with all expenses, including
attorneys ' fees , incurred by the Trustees in any proceeding
brought to collect such unpaid common charges , shall constitute
a lien on the Unit of the unit owner assessed pursuant to
the provisions of Section 6 of said Chapter 183A, and may
be collected by the Trustees pursuant to said Section. The
Trustees shall take prompt action to collect any common charge
due from any unit owner which remains unpaid for more than
thirty (30) days from the due date thereof. In the event
that the Trustees bring an action to foreclose a lien on any
Unit pursuant to said statute, the unit owner shall pay a
reasonable sum for use and occupancy of his Unit from the
date of foreclosure until the unit owner vacates the Unit,
(the plaintiff in such forclosure action shall be entitled
to the appointment of a receiver to collect the same) but
nothing in this sentence shall be deemed to grant any unit
owner the right to remain in possession of his Unit after
such foreclosure. The Trustees , acting on behalf of all unit
owners , shall have power to purchase such Unit at the fore-
closure sale and to acquire, hold, lease, mortgage (but not
vote the vote appurtenant to) , convey or otherwise deal with
the same . A suit to recover a money judgment for unpaid common
charges shall be maintainable without foreclosing or waiving
the lien securing the same. In the event of any suit or fore-
closure by the Trustees, the Trustees shall be entitled to
interest at a rate of ten 110%) percent and all costs of
collection, suit and foreclosure, including attorneys ' fees .
C. The Trustees shall promptly provide any unit owner, or any
unit buyer who has a duly executed Purchase and Sale Agreement
for the acquisition of a Unit, or any mortgagee, or the attorney
of any such party, with a written statement of all unpaid
-4-
2. Common Expenses and Profits .
A. Each unit owner shall be liable for common expenses and shall
be entitled to common profits of the Condominium in the same
proportion as his beneficial interest in this Trust bears
to the aggregate beneficial interest of all the other unit
owners . The Trustees may at any time or times distribute
common profits among the unit owners in such proportions .
The -Trustees may establish and maintain reserve funds for
maintenance, repairs and replacement of the common areas and
facilities. In addition thereto, the Trustees may, to such
extent as they deem advisable, set aside common funds of the
Condominium as additional reserves and may use the funds so
set aside for-reduction of indebtedness or other lawful capital
purposes , and, subject to the provisions of Section 4 , 5 ,-
6 and 9 of these By-Laws , for repair, rebuilding or restoration
of the Condominium, or for improvements thereto, and for re-
placement of the common areas and facilities , and other proper
contingencies .
B. At least thirty (30) days prior to the commencement of each
fiscal year of this Trust, the Trustees shall estimate the
common expenses expected to be incurred during such fiscal
year, and after taking into account any undistributed common
profits from prior years , shall determine the assessment to
be made for such fiscal year. The Trustees shall promptly
furnish copies of each budget on which such assessment is
based to all unit owners, and, if requested, to their mortgagees .
The Trustees shall promptly render statements to the unit
owners for the respective shares of such assessment, and each
unit owner thereafter shall pay his share of the estimated
common expenses monthly in advance on the first day of each -
month. In the event that at any -time anf from time
to time the Trustees shall determine during any fiscal
year that the assessment so made is less than the common ex-
penses actually incurred, or to be incurred , including but
not limited, to provisions for proper reserve funds, the Trustees
shall made a supplemental assessment or assessments and render
statements therefor in the manner aforesaid, and such state-
-3-
a-
r and regulations covering the details of the operation r- p ion and
use of the Common areas and facilities .
F'r f) Opening of bank accounts on behalf of the Condominium, and,
subject to the provisions hereof, designating the signatories
required therefor.
g) Leasing, managing and otherwise dealing with such facilities
as may be provided for in the Master Deed as being common
areas and facilities .
h) Owning,- conveying, encumbering, leasing and otherwise dealing
with Units conveyed to the Trust or purchased by it as a result
of enforcement of the lien for common expenses , or otherwise .
i) Obtaining of insurance for the Condominium, including the
Units , pursuant to the provisions hereof.
j ) Making of repairs , additions and improvements to, or alterations
or restoration of, the Condominium, in accordance with the
other provisions of this Trust.
k) Enforcing obligations of the Unit Owners , allocating income
and expenses , and to do anything and everything else necessary
and proper for the sound management of the Condominium.
1) Subject to the provisions of subsection b) of Section 28 of
these By-Laws , purchase or leasing a Unit.
M) Granting or relocating easements , and purchasing of units
at foreclosures or other judicial sales .
n) Organizing and maintaining Corporations , Trusts, or other
entities to act as nominee of the Condominium in acquiring
title to Units on behalf of- al-1--Unit Owners under the provisions
hereof.
o) Conducting litigation as to any course of action involving
the common areas and facilities or arising out of the enforecement
of the By-Laws , rules and regulations , and Master Deed and
this Trust.
-2-
EXHIBIT A
Incorporated into and made a part of the Declaration of Trust
of BRIDGE WAY PLAZA CONDOMINIUM TRUST under Declaration of Trust
dated August 1, 1985 and to be recorded in the Hampshire
County Registry of Deeds .
BY-LAWS
The provisions of this Exhibit A to the BRIDGE WAY PLAZA CONDOMINIUM
TRUST shall constitute the By-Laws of the BRIDGE WAY PLAZA
CONDOMINIUM TRUST, the organization of unit owners established
by said Trust.
1 . Powers and Duties of the Trustees .
The Board of Trustees shall have all powers necessary for the
administration of the affairs of the Condominium as set forth
in Massachusetts General Laws , Chapter 183A, ( "Condominiums " ,
hereinafter called "Chapter 183A") , and they may do any and all
acts necessary or desirable for the administration of the affairs
of the Condominium except only for such acts as may not, under
law, or under the provisions of the Master Deed, or this Trust,
be delegated to the Trustees by the Unit Owners . Such powers
and duties of the Trustees shall include, but shall not be limited
to, the following :
a) Operation, care, upkeep and maintenance of the Common areas
and facilities .
b) Determination of the common expenses required for the affairs
of the Condominium, including, but not limited to the operation
and maintenance of the Common areas and facilities .
c) Collection of the common c-harge-a from the Unit Owners .
d) Employment and dismissal of the personnel necessary or advisable
for the maintenance and operation of the common areas and
facilities .
e) Subject to the provisions of Section 7 of these By-Laws , adoption,
amendment, and administration (including waiver) of rules
f.
s hereof, or the remainder of such provision or such part of
such provision.
.r`
d) No restriction, condition, obligation or provision contained
herein (including but not limited to the By-Laws hereof attached
hereto as Exhibit A and incorporated herein by reference)
shall be deemed to have been waived by reason of any failure
to enforce the same , irrespective of the number or frequency
of violations or breaches thereof which may occur.
e) In the event of any conflict between the provisions hereof
(including but not limited to the By-Laws hereof attached
hereto as Exhibit A and incorporated herein by reference)
and the provisions of Massachusetts General Laws , Chapter
183A, and the Master Deed, then the provisions of said Chapter
183A, or of the Master Deed, as the case may be, shall control .
Words defined in said Chapter 183A shall have the same meaning
herein as defined in said statute, unless the context clearly
indicates otherwise .
Executed as an instrument under Seal at Hampshire County,
Massachusetts this I/ day of i';!.'i ,% 1985
Signed in the VALYTE CONTROL TECHNOLOGIES , INC:
presence of : By Its President and- Treasurer :,
Witness
COMMONWEALTH OF MASSACHUSETTS
HAMPSHIRE, SS .
Then personally appeared the above-named
President and Treasurer of Valy_te Gontrol Technologies , Inc . ,
Trustee as aforesaid and acknowledged the foregoing instrument
to be the free act and deed of Valyte Control Technologies , 'nc .
before me .
Notary Public
My Commission Expires :
-14-
be conclusive if made in good faith, all other property then
held by them in trust hereunder to the unit owners according
to their respective percentages of beneficial interest here-
under. In making any sale under the provisions of this sub-
section c) of this Section 7, the Trustees shall have the
power to sell or vary any contract of sale and to resell without
being answerable for loss , and, for said purposes , to do all
things, including the execution and delivery of instruments,
as may by their performance thereof be shown to be in their
judgment necessary or desirable in connection therewith. The
powers- of sale and all other powers herein given to the Trustees
shall "continue as to all property at any time remaining in
their hands or ownership, even though all times herein fixed
for distribution of trust property may have passed .
The provisions of Section 32 of the By-Laws hereto shall at
all times take precedence over the provisions of this Section
7.
8 . CONSTRUCTION: INTERPRETATION:
a) In the construction hereof, whether or not so expressed,
words used in the singular or in the plural , respectively,
shall include both the plural and singular; words denoting
males include females; and words denoting persons include)
individuals, firms , associations, companies (joint stock or
otherwise) , partnerships , entities and quasi-entities, trusts
and corporations ; unless a contrary intention is to be inferred
from or is required by the subject matter or context. The
marginal and sectional captions and headings are inserted
only for convenience of reference and are not to be taken
to be any part hereof or to control or affect the meaning,
construction, interpretation, or effect hereof.
b) All of the trusts , powers , and provisions herein contained
shall take effect and be construed according to the laws of
the Commonwealth of Massachusetts in general and with respect
to Massachusetts General Laws, Chapter 183A, in particular.
c) The. invalidity of any provision or part of such provision
hereof shall not impair or affect in any manner the remainder
-13-
Sponsor remains the owner of any Unit in the Condominium; or
r' according(ii)
_ g to the purport of which, the percentage of
r
the beneficial interest hereunder of any unit owner would
be altered, or in any manner or to any extent whatsoever,
modified or affected so as to be different than the percentage
of the individual interest of such unit owner in the common
areas and facilities as set forth in the Master Deed other
than by consent of all of the unit owners and all .of the mortgagees,
or (iii) which would render this Trust contrary to or inconsis-
tent with any requirements or provisions of said Chapter 183A.
Any amendment, alteration, addition or change pursuant to
the foregoing provisions of this Section shall become effective
upon the recording in the Registry of Deeds of an instrument
of amendment, alteration, addition or change , as the case
may be, signed, sealed and acknowledged in proper form for
recording, by a majority of the Trustees and by unit owners
entitled to not less than seventy-five ( 75%) percent of the
beneficial interest hereunder, setting forth in full the amend-
ment, alteration, addition, or change . Such instrument, so
executed and recorded, shall be conclusive evidence of the
existence of all facts and of compliance with all prerequisi-es
to the validity of such amendment, alteration , addition, or
change, whether stated in such instrument or not, upon all
questions as to title or affecting the rights of -third persons
and for all other purposes .
b) The Trust hereby created shall terminate only upon the
removal of the Condominium from the provisions of Chapter
183A in accordance with the procedure therefor set forth in
said Chapter 183A.
C) Upon the termination of this Trust, the Trustees may,
subject to and in accordance with the provisions of said Chapter
183A, sell and convert into money the whoe of the trust property,
or any part or parts thereof, and, after paying or retiring
all known liabilities and obligations of the Trustees and
, providing for indemnity against any other outstanding liabilities
and obligations , shall divide the proceeds thereof among,
and distribute in kind, at valuations made by them which shall
-12-
with the Trustees , the trust property, or any beneficiary
r' hereunder, shall be held to have notice of any alteration
or amendment of this Declaration of Trust, or change of Trustee
or Trustees , when the same shall be so recorded. Any certi-
ficate signed by a majority of the Trustees in office at the
time as they then appear of record in the Registry of Deeds
setting forth as facts any matters affecting the trust, including
statements as to who are the Trustees , as to what action has
been taken by the Trustees or beneficiaries , and as to matters
determining the authority of the Trustees to do any act, when
duly acknowledged and recorded in the Registry of Deeds , shall
be conclusive evidence as to the existence of such alleged
facts in favor of all third persons, including the Trustees
acting in reliance thereon . Any certificate executed by a
majority of the Trustees hereunder as they then appear of
record in the Registry of Deeds setting forth the existence
of any facts , the existence of which is necessary to authorize
the execution of any instrument or the taking of any action
by such Trustees or majority, as the case may be, shall, when
duly acknowledged and recorded in the Registry of Deeds , as
to all persons acting in good faith in reliance thereon, be
conclusive evidence of the truth of the statements made in
such certificate and of the existence of the facts therein
set forth.
7 . AMENDMENTS ; TERMINATION :
Subject, however, to the provisions of Section 32 of the By-Laws
hereto : - +
a) A majority of the Trustees , with the consent in writing
of unit owners entitled to at least seventy-five (75%) percent .
of the beneficial interest hereunder, may at any time and
from time to time amend, after,y add to, or change this Declaration
of Trust in any manner or to any extent, the Trustees first,
however, being duly indemnified to their reasonable satisfaction
against outstanding obligations and liabilities ; provided,
however, that no such amendment, alteration, addition or change
shall be made : (i) without the prior written consent of
the Sponsor obtained in each instance , for so long as the
-11-
S'dS i
x .'. I-c=W i= s=a-ciag anything to the contrary herein, and not-
t Y'.
� 4 =_.___-, ing any custom or usage to the contrary, no recourse
at any time be had under or upon any note, bond, con-
tract, order, debt, claim., instrument, certificate , undertaking,
obligation, covenant or agreement, whether oral or written,
made, issued - or executed by the Trustees or by any agent or
employee of the Trustees, or by reason of anything done or
omitted to be done by or on behalf of them or any of them,
against the Trustees individually, or against any such agent
or employee, or against any beneficiary, either directly or
indirectly, by legal or equitable proceedings, or by virtue
of any suit or otherwise, and all persons extending credit
to, contracting with, or having any claim against the Trustees ,
shall look only to the trust property for payment under such
note, bond, contract, order, debt, claim, instrument, certificate,
undertaking, obligation, covenant, or agreement, or for the
Payment of any debt, damage, judgment or decree, or of any
money that may otherwise become due or payable to them from
the Trustees , so that neither the Trustees nor the beneficiaries ,
present or future, shall ever be personally or individually
liable therefor; provided, however, that nothing herein contained
shall be deemed to limit or impair the liability of the unit
owners under the provisions of said Chapter 183A.
d) Every note, bond, contract, order, instrument certificate,
undertaking, obligation, covenant or agreement, whether oral
or written, made, issued or executed by the Trustees , or by
any agent or employee- of -the Trustees , shall be deemed to
have been entered into subject to the terms , conditions , pro-
visions and restrictions hereof, whether or not express reference
shall be made to this instrument .
e) This Declaration of Trust and amendment hereto and any
Certificate herein required or which it may be deemed desirable
to record, shall be recorded with the Registry of Deeds and
. such record when executed according to the requirements of
this Declaration of Trust shall be deemed conclusive evidence
of the contents and effectiveness thereof according to the
. tenor thereof; and all persons dealing in any manner whatsoever
-10-
be binding upon this Trust when so recorded .
Whenever subsequent to the expiration of the term of the Initial
Board, there shall be only one (1) Trustee hereunder, such
Trustee shall have no power or authority to execute any instru-
ments or do or perform any act on behalf of the Trust.
b) No purchaser, mortgagee, lender, or other person dealing
with a majority of the Trustees as they then appear of record
in the Registry of Deeds shall be bound to ascertain or inquire
further as to the persons who are then the Trustees hereunder
or be affected with any notice , implied or actual, relative
thereto, other than by a certificate thereof, so recorded,
and such recorded certificate shall be conclusive evidence
of the personnel of said Trustees and of any changes therein.
The receipts of a majority of the Trustees for money paid
or things delivered to them shall be effectual discharges
therefrom to the persons paying or delivering the same, and
no person from whom a majority of the Trustees shall receive
any money, property or other credit, shall be required to
see to the application thereof. No purchaser, mortgagee,
lender or other person dealing with a majority of the Trustees,
or with any real or personal property which then is or formerly
was trust property shall be bound to ascertain or inquire
as to the existence or occurence of any event or -purpose in
or for which a sale, mortgage, pledge or charge is herein
authorized or directed, or otherwise as to the purpose of
regularity of any of the -acts of a majority of the Trustees
purporting to be done in pursuance of any of the provisions
or powers herein contained, or as to the regularity of the
resignation or appointment of any Trustee . Any instrument
of appointment of a new- Trustee or resignation or discharge
of a Trustee purporting to be executed by the Trustees , unit
owners or other persons herein required to execute the same,
shall be conclusive evidence in favor of any such purchaser
or other person dealing with the Trustees of the matters therein
recited relating to such discharge, resignation or appointment
or the occasion thereof.
-9-
` 4 . BENEFICIARIES AND THEIR BENEFICIAL INTEREST :
a) The beneficiaries hereof shall be the unit owners of the
Condominium, for the time being. The beneficial interest
in the Trust hereunder shall be divided among the unit owners
as set forth on Exhibit C of this Declaration of Trust which
is hereby incorporated herein by this reference and made a
part hereof, with the same force and effect as though fully
set forth in the body hereof.
b) The beneficial interest of each unit of the Condominium
shall be held and exercised as a unit and shall not be divided
among several owners of any such unit. To that end, whenever
any of said- units is owned of record by more than one person,
the several owners of such unit shall : (i) determine and
designated which one of such owners shall be authorized and
entitled to cast votes , execute instruments , and otherwise
exercise the rights appertaining to such unit hereunder; and
(ii) notify the Trustees of such designation by a notice
in writing signed by all of the record owners of such unit.
Any such designation shall take effect upon receipt by the
Trustees of such notice , and may be changed at any time and
from time to time by notice as aforesaid. In the absense
of any such notice of designation, the Trustees may, by majority
vote, designate any one of such owners for such purposes .
5 . BY-LAWS :
The By-Laws of this Trust are attached hereto as Exhibit A
which is hereby incorporated herein by this reference and
made a part hereof with the same force and effect as though
fully set forth in the body hereof.
6 . RIGHTS AND OBLIGATIONS OF THIRD PARTIES DEALING WITH THE TRUST:
a) Any instrument signed and -acknowledged in proper form for
recording, by (i) the sole member of the Initial Board and
(ii) subsequent to the expiration of the term of the Initial
Board by a majority of the Trustees hereunder as they then
appear of record in the Registry of Deeds , and recorded in
. the Registry of Deeds may be relied on as conclusively establishing
that such instrument was the free act of this Trust and shall
-8-
1'
' Trustee may receive reasonable compensation for any extraordinary
or unusual services rendered by him in connection with this
Trust, and such compensation shall be a common expense of
the Condominium.
With the prior written approval in each instance of a majority
of the Trustees, any Trustee may be engaged to render services
to this Trust, legal, accounting, or otherwise, at such compen-
sation as shall be fixed by the Trustees , and any fees or
other compensation shall be a common expense of the Condominium.
Notwithstanding anything to the contrary in this subsection
h) of this Section 3 , no compensation, reimbursement or fees
shall be paid to the Initial Board pursuant to the provision
of subsection a) of this Section 3 . A Trustee shall abstain
from voting upon any question regarding reimbursement, compen-
sation, or fees proposed to be paid to him pursuant to the
provisions of this subsection h) of this Section 3 , or upon
any question regarding the engagement of himself, or any firm,
association, corporation or partnership of which he is a member,
to render services , legal , accounting or otherwise to this
trust.
i) Indemnity
The Trustees and each of them shall be entitled to indemnity
both out of the trust property, and by the unit owners severally
in proportion to their ownership in the common areas and facili-
ties against any liability incurred by them or any of them
in the execution hereof, including, without limitation, liabilities
in contract and in tort and liabilities for damages , penalties
and fines . Each unit owner shall be personally liable for
all sums lawfully assessed for his share of the common expenses'
of the Condominium and for his proportionate share of any
claims involving the trust property in excess thereof.
j ) Officers
. The Trustees subsequent to the Initial Baord shall elect from
their number,, at the annual meeting of the Trustees , a Chairman,
' Treasurer, and Secretary, who shall have such duties as are
determined by the Trustees .
-7-
` or gain or by reason of anything except his own personal and
wilful malfeasance, bad faith, or fraud.
g) Conflict of Interest
No Trustee shall be disqualified by his office from contracting
or dealing with the Trustees or with one or more unit owners
(whether directly or indirectly because of his interest indi-
vidually or the Trustees ' interest or any unit owner ' s interest
in any corporation, firm, trust or other organization connected
with such contracting or dealing or because of any other reason) ,
as vendor, purchaser or otherwise, nor shall any such dealing,
contract-or arrangement entered into in respect of this Trust
in which any Trustee shall be in any way interested, be avoided,
nor shall any Trustee so dealing or contracting or being so
interested, be liable to account for any profit realized by
any such dealing, contract or arrangement by reason of such
Trustee ' s holding office or of the fiduciary relationship
hereby established, provided the Trustee shall act in good
faith and shall disclose to the other Trustees the nature
of his interest before the dealing, contract, or arrangement
is entered into.
It is understood and permissible for the Inital Board hereunder
and any other Trustees designated by the Inital Board or who
are employed by or affiliated or associated with -the Sponsor,
to contract with the Sponsor and any corporation, firm, trust
or other organization controlled by or affiliated or associated
with the Sponsor without- fear of being charged with self-dealings .
h) Compensation
The Trustees shall receive no compensation for their services
as such Trustees, but with the prior written approval in each '
instance of a majority of-the 'Trustees , and upon presentation
of proper vouchers , each Trustee may be reimbursed for actual
out-of-pocket expenses paid or incurred by him pursuant to
his duties as such Trustee , and such reimbursement shall be
a common. expense of the Condominium. With the prior written
approval in each instance of a majority of the Trustees , each
-6-
such removal . All such actions shall be effective upon recording
of the pertinent instrument with the Registry of Deeds .
After reasonable notice and opportunity to be heard before
the unit owners called pursuant to Section 8 of the By-Laws
hereof, a Trustee (except the Initial Board) may be removed
from office, with cause, by an instrument in writing signed
by unit owners entitled to at least seventy-five ( 750) percent
of the beneficial interest hereunder, such instrument to take
effect upon the recording thereof in the Registry of Deeds .
e) Bonds Not Required
No Trustee named, appointed or designated as hereinbefore
provided, whether as original Trustee or as successor to or
as substitute for another shall be obligated to give any bond
or surety or other security for the performance of any of
his duties hereunder, provided, however, that unit owners
entitled to at least seventy-five (750) percent of the bene-
ficial interest hereunder may at any time , by instrument in
writing signed by them and delivered to the Trustee or Trustees
affected, require that any one or more of the Trustees (except
the Inital Board) shall give a bond in such amount and with
such sureties as shall be specified in such instrument. All
expenses incident to any such bond and sureties shall be charged
as a common expense of the Condominium.
f) Good Faith
No Trustee hereinbefore named, or appointed or designated
as hereinbefore provided, shall under any circumstances or
in any event be held liable or accountable out of his personal
assets or estate or be deprived of compensation by reason
of any action taken, suffered or omitted in good faith, or
be so liable, accountable cif deprived for more money or other
property than he actually receives , or for allowing one or
more of the other Trustees to have possession of the Trust
books or property, or be so liable, accountable or deprived
by reason of honest errors of judgment or mistakes of fact
or law or by reason of the existence of any personal interest
-5-
hold office until his , or her, respective successor shall
have been designated by the unit owner so entitled and such
designation recorded in the Registry of Deeds , as aforesaid,
or until such Trustee resigns , is removed, or dies , whichever
occurs sooner. Each unit owner may appoint himself, but no
Trustee need be a unit owner.
c) Majority vote
In any matters relating to the administration of the Trust
hereunder and the exercise of the powers hereby conferred,
the Trustees may act by a majority vote at any duly called
meeting- at which a quorum is present as provided in the By-
Laws hereof, provided, however, that except during the term
of the Inital Board in no event shall a majority consist of
less than two (2) Trustees hereunder, and if and whenever
the number of Trustees hereunder shall become less than two
( 2) , the then remaining or surviving Trustee , if any, shall
have no power or authority whatsoever to act with respect
to the administration of the Trust hereunder or to exercise
any of the powers conferred hereby. The Trustees may also
act without a meeting by instrument signed by a majority (but
not less than two (2) of their number) . The provisions of `
this subsection c) shall not apply during the term of the
Inital Board.
d) Resicnation ; Removal
Any Trustee may resign at any time by instrument signed and
duly acknowledged by that- Trustee . Resignations shall take
effect upon the recording of such instrument with the Registry
of Deeds . Any Trustee may be removed from office, with or
without cause, by all owners of the unit which designated
that Trustee . A Trustee designated by the owners of more
than one unit may be removed from representation of any one
or more of the units which designated that Trustee while con-
tinuing as Trustee for the owners of other units who so desig-
nated him. Removals shall be effected by an instrument stating
the fact of removal signed by all owners of the unit (s) making
the removal and may be made regardless of whether another
person is being designated Trustee by the units effecting
-4-
► section b) .
After the expiration of the two (2) year term of the Initial
Board, namely Valyte Control Technologies , Inc . , (and in no
event prior thereto) , at any time and from time to time, the
owners of Units 1, 2 , 3 and 4 shall each designate one (1)
Trustee . All owners of a unit shall act unanimously in making
any such designation of a Trustee. Any such designation shall
become effective upon (a) written notification thereof to
the other unit owners and Trustees executed by the unit owner
making such designation, and (b) recording in the Hampshire
County ,Registry of Deeds (hereinafter in this Trust and in
the By-Laws hereto called the "Registry of Deeds " ) of an instru-
ment of such designation executed by the unit owner making
such designation, and a written acceptance of such designation
signed by the Trustee so designated, and such person shall
then be and become such Trustee and shall then be and become
vested with title to the Trust property, jointly with the
remaining or surviving Trustee or Trustees without the necessity
of any act of transfer or conveyance. If for any reason there
shall be less than four (4) Trustees in office for more than
sixty (60) days, a Trustee or Trustees to fill such vacancy
or vacancies may be appointed by any court of competent juris-
diction upon the application of any unit owner and notice
to all unit owners and all Trustees and to such other parties
in interest, if any, to whom the court may direct that notice
be given , and such appointment shall become effective upon
the recording with the Registry of Deeds of a certificate
or order of such appointment.
Notwithstanding anything to the contrary in this subsection
b) despite any vacancy in the office of Trustee, however caused
and for whatever duration,- the remaining or surviving Trustees ,
subject to the provisions of the immediately following subsection
c) shall continue to exercise and discharge all of the powers ,
discretions and duties hereby conferred or imposed upon the
Trustees . The same Trustee may be designated by the owner
of more than , one (1) unit. Each Trustee so designated shall
-3-
e
for the purposes therein set forth.
b) It is hereby expressly declared that a trust, and not
a partnership, has been hereby created and that the Unit
Owners are beneficiaries and not partners or associates or
any other relation whatever among themselves with respect
to the trust property, and hold no relation to the Trustee
other than as such beneficiaries, with only such rights as
are conferred upon them as such beneficiaries hereunder and
under and pursuant to the provisions of said Chapter 183A.
3 . TRUSTEES :
Appointment of Trustees
a) Initial Board of Trustees
The initial Board of Trustees shall consist of the sole Trustee
named in the first paragraph of this Declaration of Trust,
to wit: Valyte Control Technologies , Inc . The term of Valyte
Control Technologies , Inc . , shall be for two (2) years , from
the date on which this Trust is recorded. Notwithstanding
any other term or provision of this Trust to the contrary:
(A) the Unit Owners shall have no power or right to remove
the Inital Board, nor to appoint any additional or successor
trustees , until the expiration of the two ( 2) year term of
said Initial Board shall have expired, and (B) during the
two ( 2) year term of the Initial Board, any vacancy in the
office of a Trustee , however caused, shall be filled only
by the designation of the sole Trustee , Valyte Control Tech-
nologies , Inc . Notwithstanding anything to the contrary herein,
whenever in this Trust and in the By-Laws and rules and regu-
lations hereto, the term "majority" is used, it is expressly
understood that such term shall be operative only after the
expiration of the term of the- -Initial Board hereunder.
b) Subsequent Board of Trustees
After the initial two ( 2) year term of the Initial Board,
namely, Valyte Control Technologies, Inc . , there shall at
all subsequent times be a Board of Trustees hereunder consisting
of four (4) Trustees as set forth hereinafter in this sub-
-2-
` BRIDGE WAY PLAZA CONDOMINIUM
BRIDGE WAY PLAZA CONDOMINIUM TRUST
DECLARATION OF TRUST
DECLARATION OF TRUST of BRIDGE WAY CONDOMINIUM TRUST made at Northamp-
ton, Hampshire County, Massachusetts by VALYTE CONTROL TECHNOLOGIES ,
INC. , a Massachusetts corporation with a principal office at
Northampton, Hampshire County, Massachusetts, hereinafter called
the "Trustee" , which term includes its successors in trust . The
term "Trustee" also means the Trustee or Trustees for the time
being hereunder, whenever the context so permits .
1. NAME OF TRUST :
The Trust created hereby shall be known as the BRIDGE WAY
PLAZA CONDOMINIUM TRUST and all activities carried on by the
Trustee hereunder shall , insofar as legal , practical and con-
venient, be conducted under said name and style.
2 . PURPOSES :
a) All of the rights and powers in, to and with respect to
the common areas and facilities of the BRIDGE WAY PLAZA CON-
DOMINIUM established by Master Deed of even date and recorded
herewith (hereinafter called the "Condominium" ) , which are `
by virtue of the provisions of Massachusetts General Laws ,
Chapter 183A, "Condominiums " (hereinafter called "Chapter
183A") conferred upon or exercisable by the organization of
unit owners of the Condominium and all property, real and
personal, tangible and intangible, conveyed to the Trustee
hereunder shall (whenever there are more than one Trustee
hereunder) vest in the Trustees as joint tenants, with right
of survivorship, as Trustees of this Trust, BUT IN TRUST NEVER-
THELESS , to exercise, manage, administer and dispose of the
same and to receive the income- thereof for the benefit of
the owners of record from time to time of the units of the
Condominium (hereinafter called the "Unit Owners" ) , according
to the schedule of beneficial interest referred to in Section
4 hereof, and- in accordance with the provisions of said Chapter
183A. This Trust is the organization of the Unit Owners
established pursuant to the provisions of said Chapter 183A
?' t
' TABLE OF CONTENTS CONTINUED
25 . No Alterations
26 . Combustible Materials
27 . Safety
28 . Sale of Units
29 . Tenants
30 . Non-Discrimination
31. Percentage of Unit Owners
32 . Protection of Mortgagees
33 . Right of First Refusal
34 . Parking lot
35 . Electric Meters
36 . Special Common Charges
III . Exhibit B to Trust - Rules and Regulations of Trust
1 . No Obstruction of Common Areas and Facilities
2 . Parking Lot
3 . Office and Common Area Cleaning
4 . Delivery Vehicles
IV. Exhibit C to Trust - Beneficiaries and their Beneficial
Interest
• yf`y r .�1
BRIDGE WAY PLAZA CONDOMINIUM TRUST
TABLE OF CONTENTS
I . Declaration of Trust
1 . Name of Trust
2 . Purposes
3 . Trustees
4 . Beneficiaries and their Beneficial Interest
5 . By-Laws
6 . Rights and Obligations of Third Parties
Dealing with the Trust
7 . Amendments ; Termination
8 . Construction; Interpretation
II . 1 . Powers and Duties of the Trustee
2 . Common Expenses and Profits
3 . Insurance
4 . Rebuilding and Restoration
5 . Condemnation
6 . Improvements
7 . Rules and Regulations
8 . Meetings
9 . Listed Mortgagees ; Notices
10 . Notices to Unit Owners
'11 . Inspection of Books ; Reports to Unit Owners
12 . Checks and Notes
13 . Seal
14 . Fiscal Year
15 . Management; Employees
16 . Use of Units
17 . Use of Common Areas and .Facilities
18 . Attorneys, Accountants , Appraisers
19 . Electricity, Other Utilities
20 . Violations by Unit Owners
21. Violation of Law
22 . Maintenance and Repairs
23 . Right of Access - Pass Keys
24 . Structural Integrity
EXHIBIT "C"
Incorporated into and made a part of the Amendment of the
Declaration of Trust of BRIDGEWAY PLAZA CONDOMINIUM TRUST
dated March 10 , 1987 , and to be recorded in the Hampshire
County Registry of Deeds .
The beneficial interest in the BRIDGEWAY PLAZA CONDOMINIUM
TRUST shall be divided among the unit owners in the condiminium
r
as set forth below:
UNIT DESIGNATION BENEFICIAL INTEREST IN THE TRUST *
lA 11%
13 11%
2A 11%
2B 11%
3A 11%
3B 11%
4A 12%
4B 11%
4C - 11%
100%
COMMONWEALTH OF MASSACHUSETTS
Hampshire , SS March 10 , 1987
Before me appeared the above-named ROBERT S . VARADY and
swore the above to be his free act and deed.
_ ! Notary Public
My Comm. Expires :
COMMONWEALTH OF MASSACHUSETTS
Hampshire , SS March 10 , 1987
Before me appeared the above-named RA ND' . REX, JR. and
swore the above to be his free act and de
/14o ary Public
My �o Expires :
/�//��
o
. COMMONWEALTH OF MASSACHUSETTS
Hampshire , SS March 10 , 1987
Before me appeared the above-named CYNTHIA P . AQUADRO and
swore the above to be her free act and deed.
Notary Public
My Comm. Expires :
COMMONWEALTH OF MASSACHUSETTS
Hampshire , SS March 10 1987
Before me appeared the above-named MICHAEL P . SMITH and
swore the above to be his free act -nd deed.
/No'cary Public
My Comm. Expires : /9 fV 4,--11 1�i>.j,
COMMONWEALTH OF MASSACHUSETTS
Hamsphire , SS March 10 , 1987
Before me appeared the above-named PATRICK M. GOGGINS and
swore the above to be his free act/,;and deed. /n
Notary Public
My Comm. Expires :
My Comrik s;ort *xpiies November 28, 1991
COMMONWEALTH OF MASSACHUSETTS
Hampshire , SS March 10 , 1987
Before me appeared the abov-e-nafie'd TIMOTHY P . S ICARD and
swore the above to be his free act and deed.
Notary Public
My Comm. Expires :
-5-
. ' E
� E -
COMMONWEALTH OF MASSACHUSETTS
Hampshire , SS March 10 , 1987
Before me appeared the above-named ROBERT A. VARADY,
Trustee of the Bridgeway Plaza Condominium Trust, and swore
the above to be his free act and deed.
Notary Public
My Comm. Expires :
COMMONWEALTH OF MASSACHUSETTS
Hampshire , SS March 10 , 1987
Before me appeared the above-named DONALD GROSE and swore
the above to be his free act and de d.
Notary Public
My Comm. Expires :
COMMONWEALTH OF MASSACHUSETTS
Hampshire , SS March 10 , 1987
Before me appeared the above-named JAMES LUNNY and swore
the above to be his free act and d ed.
Notary Public
My Comm. Expires :
COMMONWEALTH OF MASSACHUSETTS
Hampshire , SS March 10 , 1987
Before me appeared the above-named CHRISTOPHER T. AQUADRO
and swore the above to be his free act and deed.
Notary Public
My Comm. Expires :
-4-
i
as provided in the By-Laws hereof, provided, however,
that except during the term of the initial Board in no
event shall a majority consist of less than five ( 5 )
Trustees hereunder, and if and whenever the number of
Trustees hereunder shall become less than five (5 ) ,
the then remaining or surviving Trustee, if any, shall
have no power or authority whatsoever to act with
respect to the administration of the Trust hereunder
or to exercise any of the powers conferred hereby.
The Trustees may also act without a meeting by
instrument signed by a majority (but not less than
five ( 5 ) of their number) . The provisions of this
subsection c) shall not apply during the term of the
Initial Board.
The attached Exhibit "C" will replace the old
Exhibit "C"
WITNESS our hands and seals thi 0th day of March 1987 .
z.
TPC t Var y, T��st2e
�
Donald Grose
ame unny � .
hr4st pher J./AQ adro
Cynthia P . Aquadro
Michael P . `S fn it
Patrick A Go gi s
Timotny P . is f rd
R Bert S . 'Varady
Raym6 id R. Rex, Jr.
-3-
Trustee . All owners of a unit shall act unanimously
in making any such designation of a Trustee. Any such
designation shall become effective upon (a) written
notification thereof to the other unit owners and
Trustees executed by the unit owner making such
designation, and (b) recording in the Hampshire County
Registry of Deeds (hereinafter in this Trust and in
the By-Laws hereto called the "Registry of Deeds " ) of
an instrument of such designation executed by the unit
owner making such designation, and a written
acceptance of such designation signed by the Trustee
so designated, and such person shall then be and
become such Trustee and shall then be and become
vested with title to the Trust property, jointly with
the remaining or surviving Trustee or Trustees without
the necessity of any act of transfer of conveyance .
If for any reason there shall be less than five ( 5 )
Trustees in office for more then sixty ( 60 ) days, a
Trustee or Trustees to fill such vacancy or vacancies
may be appointed by any court of competent
jurisdiction upon the application of any unit owner
and notice to all unit owners and ail Trustee and to
such other parties in interest, if any, to whom the
court may direct that notice be given, and such
appointment shall become effective upon the recording
with the Registry of Deeds of a certificate or order
of such appointment .
Notwithstanding anything to the contrary in this
subsection b) despite any vacancy in the office of
Trustee, however caused and for whatever duration, the
remaining or surviving Trustees , subject to the
provisions of the immediately following subsection c)
shall continue to exercise and discharge all of the
powers, discretions and duties hereby conferred or
imposed upon the Trustees The same Trustee may be
designated by the owner of more than one ( 1 ) unit .
Each Trustees so designated shall be authorized to
have voting power equal to the number of units he or
she has been designated to represent, and to hold
office until his or her respective successor shall
have been designated by the unit owner so entitled and
such designation recorded _in. the Registry of Deeds, as
aforesaid, or until such Trustee resigns , is removed,
or dies , whichever occurs sooner Each unit owner may
appoint himself, but no Trustee need be a unit owner.
C) Majority Vote
In any matters relating to the administration of the
Trust hereunder and to exercise of the powers hereby
conferred, the Trustees may act by a majority vote at
any duly called meeting at which a quorum is present
-2-
AMENDMENT
OF
BRIDGEWAY PLAZA CONDOMINIUM TRUST
Now comes ROBERT S . VARADY, sole Trustee of the Bridgeway
Plaza Condominium Trust; DONALD GROSE, and JAMES LUNNY, owners
of Unit No . 1 ; CHRISTOPHER T. AQUADRO and CYNTHIA P . AQUADRO,
owners of Unit No . 2; MICHAEL P . SMITH, PATRICK M. GOGGINS and
TIMOTHY P . SICARD, owners of Unit No . 3; ROBERT S . VARADY,
RAYMOND R. REX, JR. and JAMES LUNNY, owners of Unit No . 4; all
being owners of all of the units in the Bridgeway Plaza
Condominium do hereby by executing and recording this amendment
of the Bridgeway Plaza Condominium Trust do hereby amend the
Bridgeway Plaza Condominium Trust dated August 1 , 1985 and
recorded in the Hampshire County Registry of Deeds at
Book 2596 , Page 184 .
The Bridgeway Plaza Condominium Trust is hereby amended by
deleting Article 3 (b) , 3 ( c) and Exhibit "C" and 'in place
thereof the following articles are to be inserted:
"b) Subsequent Board of Trustees
After the initial two ( 2 ) year term of the Initial
Board, namely, Valyte Control Technologies , Inc . ,
there shall at all subsequent times be a Board of
Trustees hereunder consisting of four ( 4 ) Trustees as
set forth hereinafter in this sub-section b) .
After the expiration of the two ( 2 ) year term of the
Initial Board, namely Valyte Control Technologies ,
Inc . , (and in no event prior thereto) , at any time and
from time to time, the owners of Units 1A, 13, 2A, 23,
3A, 3B, 4A, 4B and 4C shall each designate one ( 1 )
SCHEDULE C
OF
MASTER DEED
OF
BRIDGE WAY PLAZA CONDOMINIUM
The boundaries of the Units with respect to the floors ,
ceilings and the walls , doors and windows thereof are as follows :
A. Floors : The upper surface of the sub-
flooring, which in the case of
the first floor and any other
floor, the base of which is
masonry, is the upper surface
of the concrete floor slab.
B. Ceilings : As to the first and second
floor units , the plane of the
lower surface of the floor
joists for the floor above.
As to the third floor units ,
the plane of the lower surface
of the ceiling joists .
C. Interior Building The plane of the surface of `
Walls Between Units : the wall studs facing such
Unit.
D. Exterior Building As to walls , the plane of the
Walls , Doors and interior surface of the wall
Windows : _ studs ; as to doors , the
exterior surface thereof; and
as to T-,indows , the exterior
surface of the glass and of
the window frames .
Hampshire ss.
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1
' SCHEDULE A
OF
MASTER DEED
OF
BRIDGE WAY PLAZA CONDOMINIUM
That parcel of land with buildings thereon situated in. Northampton,
iampshire County, Massachusetts, being now known as 355 Bridge Street,
ind being further bounded and described as follows :
>tarting at an iron pin on the Easterly side of said Bridge Street, said
Joint being the Northwesterly corner of land herein described, thence
-unning S . 81° 55 ' 55 " East 593 . 13 feet along land now or formerly of
Zuzyka to an iron -pin;
:hence turning in an arc, the radius of .,7hich is 925 feet, a distance of
.08 . 53 feet to an iron- pin;
.hence turning and running N. 82° 3 ' 14 " West 710 . 37 feet along land now
�r formerly of Lyons to a railroad spike set on Bridge Street;
hence turning and running on said Bridge Street along an arc, the radius
f which is 2364 . feet, a distance of 7 . 99 feet;
hence turning and running S . 59° 40 ' 13 " East 2 . 14 feet;
hence turning and running along said Bridge Street along an arc, the
adius of which is 1595 feet, a distance of 66 . 28 feet to the place of
eginning.
ontaining 2 . 5 acres more or less and being the same premises conveyed
y deed of Robert C. Miller, Jr. , dated September 4 , 1984 and recorded
n Hampshire County Registry of Deeds , Book 2493 , Page 156 .
' 431TNESS the execution hereof under seal this day of
L985 .
VPLYTE CONTROL TECHNOLOGIES , INC.
By
.i
Robert S . Varady, President
COMMONWEALTH OF MASSACHUSETTS
iampshire ss . 1985
Then personally appeared the above-named Robert S . Varady, President
is aforesaid, and acknowledged the foregoing instrument to be the free
ict and deed of VALYTE CONTROL TECHNOLOGIES , INC . , - before me
Notary Pu''lic
My Commission Expires :
-8-
to re&ve violations therefrom and to maintain, repair or replace the
common areas contained therein or elsewhere in the Building.
13 . UNITS SUBJECT TO MASTER DEED, UNIT DEED, BY-LAWS AND
RULES AND REGULATIONS .
All present and future owners , tenants , visitors , servants and occu-
pants of Units shall be subject to, and shall comply with, the provisions
Df this Master Deed, the BRIDGE WAY PLAZA CONDOMINIUM TRUST, the related
Jnit Deed, the By-Laws and any rules and regulations thereunder, as each
nay be amended from time to time . The acceptance of -a deed of conveyance
)r the entering into occupancy of any Unit shall constitute an agreement
:hat, (a) the provisions of this Master Deed, the BRIDGE WAY PLAZA CONDOMINIUM
'RUST, the related Unit Deed, the By-Laws and the rules and regulations ,
is each may be amended from time to time , are accepted and ratified by
;uch person, and all of such provisions shall be deemed and taken to be
:ovenants running with the land and shall bind any person having at any
:ime any interest or estate in such Unit, as though such provisions were
•ecited and stipulated at length in each and every deed or conveyance or
.ease thereof, and (b) a violation of the provisions of this Master Deed,
:he BRIDGE WAY PLAZA CONDOMINIUM TRUST, the related Unit Deed, By-Laws,
r rules and regulations by any such person shall be deemed a substantial
iolation of the duties of the Condominium Unit owner. No Unit owner,
owever, shall be liable for any such breach except as occurs during the
eriod of his or her ownership.
4 . CONFLICTS .
If any provision of this Master Deed shall be invalid or shall conflict
ith Chapter 183A, as amended, of the General Laws of Massachusetts , or
J_ any provision of this Master Deed conflicts with any other provision
hereof or with any provision of BRIDGE WAY PLAZA CONDOMINIUM TRUST, then
he following rules of construction shall be used:
14 . 1 In the event of a conflict- between this Master Deed and
aid Chapter 183A, as amended, the provisions of Chapter 183A shall
ontrol;
14 . 2 The invalidity of any provision of this Master Deed shall not
npair or affect the validity or enforceability of any other provision
E this Master Deed.
-
?`ursuant to said Chapter 183A, the Trustee has enacted By-Laws which are
Set forth in said Declaration of Trust.
L0 . INTEREST IN COMMON AREAS AND FACILITIES .
The owners of each Unit shall be entitled to an undivided interest
_n the common areas and facilities of the Condominium in the percentage
;et forth in Exhibit B hereto for such Unit, which percentages have been
:alculated to reflect the approximate relation that the fair value of
:ach Unit on the date hereof bears to the present aggregate fair value
f all the Units . Said common areas and facilities shall be subject to
.he provisions of the BRIDGE WAY PLAZA CONDOMINIUM TRUST and the By-Laws
et forth therein, hereinafter referred to, and the rules and regulations
romulgated pursuant thereto with respect to the use and maintenance thereof.
ny and all exclusive rights and easements of use appurtenant to a Unit
hall be conveyed only with the Unit to which said rights are appurtenant
nd shall not be severable from such Unit.
1 . ENCROACHMENTS .
If any portion of the common areas and facilities encroaches upon
ny Unit, or if any Unit now encroaches upon any other Unit or upon any
ortion of the common areas and facilities , or if any such encroachment
hall occur hereafter as a result of settling or shifting of the Building
r alterations or repairs of the common areas and facilities permitted'
:reunder, or as a result of repair or restoration of the Building or of
Unit after damage by fire or other casualty, or as a result of condemna-
Lon or eminent domain proceedings , a valid easement shall exist for such
zcroachment and for the maintenance of the same so long as the Building
tall stand.
Z . EASEMENTS .
The owner of such Unit shall have an easement in common with the
aners of all other Units to use the pipes , wires , ducts , flues , conduits;
iblic utility lines and other common facilities and areas located in any
the other Units and serving his Unit. Each unit shall be subject to
i easement in favor of the owners of all other Units to use the pipes ,
_res , ducts , flues , cables , conduits , public utility lines and other
)mmon facilities and areas serving such other Units and located in such
iit . The Trustees shall have and are hereby granted a right of access
each Unit to inspect the same, to make emergency repairs thereto, to
-6- - -
;ay said Trustees at such time or times and in such manner as permitted
or required for the continued enforceability thereof.
8 . AMENDMENTS .
This Master Deed may be amended by an instrument in writing signed
by the owners of Units entitled to seventy-five (750) percent or more of
the unidivided interest in the common areas and facilities . An amendment
shall become effective, however, only when duly recorded with the Hampshire
County Registry of Deeds, provided, however, that:
8 . 1 No instrument of amendment which alters the dimensions of any
Unit shall be of ,any force or effect unless the same has been signed by
the owners of the Unit contemplated to be altered thereby, and is assented
to by the holder of any mortgages thereon;
8 . 2 No instrument of amendment affecting any Unit in a manner which
impairs the security of a mortgage of record thereon shall be of any force
or effect as against such mortgage unless the same has been assented to
by such mortgage holder;
8 . 3 No instrument of amendment which alters the percentage of the
undivided interest to which any Unit is entitled shall be of any force
or effect unless the same has been signed by the owners of all the Units
affected thereby and said instrument is recorded as an Amended Master Deed,
and such amendment has been first assented to in writing by the holders
of all mortgages affected thereby;
8 . 4 No provision of any instrument of amendment which alters this
Master Deed in any manner which (ij affects the rights of Sponsor under
Paragraph 6, above or (ii) would render it contrary to or inconsistent
with any requirements or provisions of said Chapter 183A shall be of any
force or effect.
9 . MANAGEMENT BY-LAWS . -
The Trust through which the Unit owners will manage and regulate the
Condominium established hereby is the BRIDGE WAY PLAZA CONDOMINIUM TRUST
(the "Condominium Trust") created under a Declaration of Trust dated the
same date as this Master Deed and recorded herewith. The original and
present Trustee thereof is VALYTE CONTROL TECHNOLOGIES, INC. (hereinafter
sometimes referred to as the "Trustee" or "Trustees " "Condominium Trustees") .
-5-
+ 17 . 3 In order to preserve the architectural integrity of the
Building and the Units without modification, no awning, screen, storm
window, antenna, sign, banner or other device, and otherwise no exterior
change, addition, structure, projection, decoration or other feature shall
be erected or placed upon or attached to any Unit or any part thereof;
no addition to or change (whether color, type of materials or otherwise)
or replacement of any exterior light, window (other than the clear glass
portion thereof) , door, hardware, or other exterior portion of a Unit shall
be made; no painting, attaching of decalcomania or other decoration shall
be done on and no sign shall be placed on any exterior part or surface
of any Unit nor on the interior surface of any window; notwithstanding
the foregoing, (a) signs visible from the exterior of the Building may
be placed in windows provided such signs are used only to identify the
occupant or occupants of the Unit and the services performed therein, and
are - in compliance with all applicable By-Laws and regulations of the City
of Northampton (and any other applicable law) ; and (b) signs may be placed
on the outside of doors of Units so long as such signs are used only to
identify the occupant or occupants of the Unit and the services performed
therein, but, provided, however, in the case of both (a) and (b) that such
signs shall have been approved by the Trustees of the BRIDGE WAY PLAZA
CONDOMINIUM TRUST, such approval not to be unreasonably withheld or
delayed and to be exercised uniformly throughout the Building .
7 . 4 Units and, subject to applicable law, portions thereof may be
leased for use by other than the owners thereof provided .(a) the lease
is in writing and the initial term thereof is no less than six months ;
and (b) such leasing is specifically made subject to the provisions of
this Master Deed, the Trust and By-Laws referred to in Paragraph 9 , below
and all rules and regulations issued thereunder and such lessee executes
a written agreement directly with the BRIDGE WAY PLAZA CONDOMINIUM Trustees
ander which he specifically agrees to observe and be bound by the same,
7 . 5 The limitations on use and restrictions set forth in Paragraphs
5 and 7 hereof shall be for the benefit of the owners of the Units and
:he Trustees of the BRIDGE WAY PLAZA CONDOMINIUM TRUST as the persons in
:harge of the common areas and facilities , shall be enforceable solely
)y said Trustees , and shall, insofar as permitted by law, be perpetual;
ind to that end, such limitations on use and restrictions may be extended
-4-
t
Zh) Generally, with respect to the Building, all areas and
portions thereof which are not within the Units as defined
above .
i . FLOOR PLANS AND SITE PLAN .
Simultaneously with the recording hereof there has been recorded a
;et of floor plans of the Building, showing the layout, location, unit
cumbers and dimensions of the Units , stating the name of the Building (or
:hat it has no name) , and bearing the verified statement of either a
-egistered architect or a registered land surveyor certifying that said
Floor plans fully and accurately depict the layout, location, unit numbers
nd dimensions of the Units as built. There has also been recorded with
aid floor plans , a site plan of the Property showing the boundaries of
he land comprising the Condominium and the location of certain Common
reas . (Said floor plans and site plan, together, are hereinafter called
he "Plans" ) .
USE OF THE UNITS .
No Unit may be used other than for business office purposes subject
o, and to the extent permitted by applicable zoning and other laws and
rdinances .
RESTRICTIONS ON USE .
The restrictions on use of the Building and the Units are as follows :
7 . 1 No Unit or appurtenance thereto shall be used or maintained
a a manner contrary to or inconsistent with the provisions of this Master
eed, the BRIDGE WAY PLAZA CONDOMINIUM TRUST, the By-Laws set forth
herein and any rules and regulations promulgated pursuant thereto;
7 . 2 The owner of any Unit may at any time and from time to time
Ddify, remove and install non-bearing walls (which are not part of the
Dmmon Areas) lying wholly within such Unfit, provided, however, that any
ad all work with respect to the removal and installation of the interior
Dn-bearing walls or other improvements shall be done expeditiously, in
Dod and workmanlike manner, pursuant to a building permit duly issued
zerefor ( if required by law) and pursuant to plans and specifications
Zich have been submitted to and approved by the Trustees of BRIDGE WAY
GAZA CONDOMINIUM TRUST which approval may not be unreasonably withheld
delayed;
-3-
J +
DESCRIPTION OF THE COMMON AREAS AND FACILITIES .
The common areas and facilities of the Condominium (herein, sometimes ,
the "Common Areas") consist of the entire Property, including all parts
of the Buildings and improvements thereon, other than the Units as described
above and include in all events the following:
(a) The land described on said Schedule A, subject to and with
the benefit of any easements, and other matters of record
affecting the same (whether or not referred to on said
Schedule A) ;
(b) Any and -all footings , foundations , columns , girders , beams ,
joists , studs , supports , and exterior walls , interior of
common walls , roofs , mechanical and maintenance rooms ,
heating plants , boiler rooms , common trash and storage
areas , utility rooms , corridors , exits , entrances , canopys ,
stairs and all features , facilities , fixtures and apparatus
therein and thereof;
(c) All installations , facilities and equipment outside the
Units for services such as power, light, gas , telephone and
water; all air conditioning apparatus and all heating
apparatus and facilities , wherever located;
(d) All sewer and drainage pipes , and all conduits , wires , ducts ,
flues , plumbing, cables , utility lines , telephone lines or
other facilities located outside of any Unit or within any
Unit if such facilities serve other parts of the Condominium
other than such Unit;
(e) All other apparatus and installations existing in the
Building for common use or necessary or convenient to the
existence, maintenance or safety of the Building;
(f) All other items listed as such in Massachusetts General
Laws , Chapter 183A and located on the Property;
(g) All yards , lawns , gardens , common passageways , vehicle
parking areas and other areas , whether or not improved
which are located outside of the Units as above defined;
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MASTER DEED
bRTDGE WAY PLAZA CONDOMINIUM
VALYTE CONTRO-7 1:CH NOLOGIES , INC . , a Massachusetts corporation,
(together with its -_cc:c-ssors and assigns , the "Sponsor") being the sole
owner of the land Nc)rthampton, Hampshire County, Massachusetts, de-
scribed in Schedul= ?_ ittached hereto does hereby, by executing and
recording this Mas:a uc-ed , submit said land, together with all buildings
and improvements and all easements and other rights appurtenant
thereto (hereinaft - cziled the "Pr.operty" ) , to the provisions of Chapter
L83A of the Genera= of the Commonwealth of Massachusetts , as amended,
and does hereby s "_-_- t.hat it proposes to create , and does hereby create,
with respect to thz- :rrq)(arty a condominium to be governed by and subject
to the provisions <_;id Chanter 183A.
L . ' NAME.
The name of t_ condominium shall be the BRIDGE WAY PLAZA CONDOMINIUM
(the "Condominium" ' ,
2 . DESCRIPTION OF T t.D I►1GS .
There is one =)) r,,uilding (hereinafter called the "Building" ) on the
?roperty which con-__=.i7-2 the units (each of which is hereinafter called
i "Unit" ) . The has three (3 ) stories . The first floor is a .
)asement floor. T_= Eui. lding contains four (4 ) Units . The Building is
:onstructed with e=ia iclr walls of brick and wood, with interior walls
)f wood frame cons =action , with a Rholflex roof, a poured concrete
)asement ( first) f__r--_ and basement walls of masonry construction. The
_and comprising the .Zcndominium is that described in said Schedule A.
3 . DESCRIPTION OF ,TS7T .
The unit desi_zicn of each Unit, a statement of its location, approxi-
late area, number __ rooms , i,-amediate common area to which it has access ,.
Lnd the proportion=-= interest in the. common areas and facilities of the
.ondominium attrib_-= Ic to it are set forth on Schedule B attached here-
to and made a part =roof. The Units are further located and described
in the Plans refer== to in Section S below, and references in said Schedule
3 to Unit numbers , L:)citions , floors and common areas are references to
:he same as shown == said Plans . The boundaries of the Units are as set
.orth on Schedule attached hereto.
MASTER DEED
JiRTDGE WAY PLAZA CONDOMINIUM
VALYTE CONTROL _Ec_HNOLOGIES, INC . , a Massachusetts corporation,
(together with its =_ccccssors and assigns , the "Sponsor") being the sole
owner of the land - Nc)rthampton, Hampshire County, Massachusetts , de-
scribed in Schedul= % t.tached hereto does hereby, by executing and
recording this Mas=== Gds-ed , submit said land, together with all buildings
and improvements and all easements and other rights appurtenant
thereto (hereinaft;= cziled the "Pr.operty" ) , to the provisions of Chapter
183A of the Genera_ !Z-4;> of the Commonwealth of Massachusetts , as amended,
and does hereby sts-- t.h:►t it proposes to create, and does hereby create,
aith respect to th- __r)perty a condominium to be governed by and subject
=o the provisions z= said Chanter 183A.
_ .
NAME.
The name of t-a condominium shall be the BRIDGE WAY PLAZA CONDOMINIUM
;the "Condominium
DESCRIPTION OF 3 T1,DI?JGS .
There is one _)) E,uilding (hereinafter called the "Building" ) on the
roperty which con___-"..i the units (each of which is hereinafter called
"Unit" ) . The Bus inq has three (3 ) stories . The first floor is a .
asement floor. T== _Euilding contains four (4 ) Units . The Building is
onstructed with e=_�Ericlr walls of brick and wood, with interior walls
f wood frame cons_action , with a Rholflex roof, a poured concrete
asement (first) f=_r--r and basement walls of masonry construction. The
and comprising th_ .-cndominium is that described in said Schedule A.
DESCRIPTION OF _71SIT S .
The unit desi—�; icn of each Unit, a statement of its location, approxi-
ate area, number __ _ootns , immediate common area to which it has access ,.
nd the proportion=-= interest in the. common areas and facilities of the
ondominium attrib_-=11(! to it are set forth on Schedule B attached here-
o and made a part _t:-7=rcof. The Units are further located and described
n the Plans refer==-,--'-- to in Section 5 below, and references in said Schedule
to Unit numbers , _::.cations , floors and common areas are references to
ie same as shown said Plans . The boundaries of the Units are as set
:)rth on Schedule =,. att,iched hereto.
r j j
Xas a• r e.e � Jr,
. y, _ iK�• �----fit- .�_..��F _ 11 .
Y �
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1
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� V
MASTER DEED
bRTDGE WAY PLAZA CONDOMINIUM
VALYTE CONTRO- -ECH NOLOGIES , INC . , a Massachusetts corporation,
(together with its -=cc;c�ssors and assigns , the "Sponsor") being the sole
)wner of the land _ Nc)rthampton, Hampshire County, Massachusetts , de-
;cribed in Schedul= A -it;tached hereto does hereby, by executing and
-ecording this Mas-_- [deed , submit said land, together with all buildings
end improvements and all easements and other rights appurtenant
:hereto (hereinaft_= c, iled the "Property" ) , to the provisions of Chapter
83A of the General :. .w:s of the Commonwealth of Massachusetts , as amended,
nd does hereby st_7::-= chat it proposes to create , and does hereby create,
,ith respect to ths -rr)perty a condominium to be governed by and subject
o the provisions zf said Chanter 183A.
NAME.
The name of t.. condominium shall be the BRIDGE WAY PLAZA CONDOMINIUM
the "Condominium -_
DESCRIPTION OF
There is one _)) r,uilding (hereinafter called the "Building" ) on the
roperty which con=_f_..q the units (each of which is hereinafter called
"Unit" ) . The Bum =ng has three (3 ) stories . The first floor is a
asement floor. T== Euilding contains four (4) Units .. The Building is
Dnstructed with e==_=ior walls of brick and wood, with interior walls
f wood frame cons_action , with a Rholflex roof, a poured concrete
asement (first) f_:r'= and basement walls of masonry construction. The
and comprising the .Zcndominium is that described in said Schedule A.
DESCRIPTION OF =:T i .
The unit desi-r zicn of each Unit, a statement of its location, approxi-
ate area, number __ rooms , i�-�mediate common area to which it has access ,.
ad the proportion=— interest in the. common areas and facilities of the
)ndominium attrib_-=t1t to it are set forth on Schedule B attached here-
and made a part -roof . The Units are further located and described
z the Plans refer=_= to in Section 5 below, and references in said Schedule
to Unit numbers , floors and common areas are references to
ie same as shown := said Plans . The boundaries of the Units are as set
)rth on Schedule =, attached hereto.
COMMONWEALTH OF MASSACHUSETTS
Hampshire , SS March 10 , 1987
Before me appeared the above-named PATRICK M. GOGGINS and
swore the above to be his free act a d /d/eed.
�J ,
Notary Public
W. Comm. Expires :
CAnOL L. L'ETCILE, Wotan, Public
My Commission Expires November 28, 1991
-COMMONWEALTH OF MASSACHUSETTS
Hampshire , SS March 10 , 1987
Before me appeared the above-named TIMOTHY P . SICARD and
swore the above to be his free act and deed.
Notary Public
My Comm. Expires :
COMMONWEALTH OF ASSACHUSETTS
Hampshire , SS March 10 , 1987
Before me appeared the above-named ROBERT S . VARADY and
swore the above to be his free act and deed.
/ Notary Public
My Comm. Expires :
COMMONWEALTH OF MASSACHUSETTS
Hampshire , SS March 10 1987
Before me appeared the above-named RAIMO Ri REX, JR. and
swore the above to be his free act and ed. !�
IJ otary Public
My Coinr Expires :
-4-
I
COMMONWEALTH OF MASSACHUSETTS
Eampshiret SS
March 10 , 1987
Before me appeared the above-named JAMES LUNNY and swore
the above to be his free act and
Notary Public
My Comm. Expires :
COMMONWEALTH OF MASSACHUSETTS
Hampshire , SS March 10 1987
Before me appeared the above-named CHRISTOPHER T. AQUADRO
and swore the above to be his free act and deed.
Notary Public
My Comm. Expires :
COMMONWEALTH OF MASSACHUSETTS
Hampshire , SS March 10 , 1987 `
Before me appeared the above-named CYNTHIA P . AQUADRO and
swore the above to be her free acts and deed.
Notary Public
My Comm. Expires :
COMMONWEALTH OF MASSACHUSETTS
Hampshire , SS
March 10 , 1987
Before me appeared the above-named MICHAEL P . SMITH and
swore the above to be his free act lnd deed.
Notary Public
My Comm. Expires:/9 /7i� Lc� �iS3
-3-
WITNESS our hands and seals this 10th day of .March,
1987 .
1 �
Donald Grose
a s Lunny /J
Christop er,J Aq d
CyJithia P . �Aquadro
chael P . c {pith
Pa-rick NIL G gi s
Sic�'rd
Robert S . Varady
~Rays nd R. R'ex, Jr. /I
COMMONWEALTH. OF I4-ASSACHUSETTS
Hampshire, SS March 10 , 1987
Before me appeared the above-named DONALD GROSE and swore
the above to be his free act and deed.
/ Notary Public
My Comm. Expires :
-2-
r
� t
Schedule "B"
'he Unit designations of the Units in the Condominium and their locations ,
approximate areas , number of rooms and immediately accessible common areas
ire shown on the Plans and as follows :
Immediate
Approximate common area
area in Number to which it
Init No . Location Sa. feet of rooms has access %Int .
lA Ground Level and
basement -level 2 , 202 . 0 8 rms + lay. In each case 11%
the immediate
1B Second Level 929 . 5 5 rms + lay . common area 11%
to which each
2A Second Floor 1 , 259 . 0 4 rms + 2 lay. Unit has 11%
access is the
2B Third Floor 1 , 242 . 0 5 rms + lay. common hall- 115
way of the
3A Second Floor 1 , 093 . 0 4 rms + lay. floor on 11%
which the Unit
33 Third Floor 1 , 103 . 0 4 rms + lay. is located, 11%
if any.
4A First Floor 2 , 691 . 0 12 rms + lay. 12%
43 Second Floor 979 . 0 5 rms + lay. 11%
4C Third Floor 979 . 0 5 rms + lay. 11%
r '
AMENDMENT
OF
BRIDGEWAY PLAZA CONDOMINIUM
MASTER DEED
WHEREAS, DONALD GROSE and JAMES LUNNY, owners of
Unit No . 1; CHRISTOPHER T. AQUADRO and CYNTHIA P . AQUADRO,
owners of Unit No . 2 ; MICHAEL P . SMITH, PATRICK M. GOGGINS and
TIMOTHY P . SICARD, owners of Unit No . 3 ; ROBERT S . VARADY,
RAYMOND R. REX, JR. and JAMES LUNNY, owners of Unit No . 4; all
being owners of all of the Units in the Bridgeway Plaza
Condominium, do hereby by executing and recording this
Amendment of the Bridgeway Plaza Condominium Master Deed do
hereby amend the Bridgeway Plaza CondominiumrDeed dated
August 1 , 1985 , and recorded at the Hampshire County Registry
of Deeds Book 2596 , Page 238 .
It is the intention of all the owners that the express
purpose of this Amendment is to subdivide all existing
condominium units . To this end this Amendment to the
above-referred Master Deed hereby deletes Schedule ."B" of the
Master Deed of the Bridgeway Plaza Condominium Deed which is
recorded at the Hampshire County Registry of Deeds Book 2496 ,
Page 247 , and in its stead, replaces said Schedule "B" with a
new Schedule "B" which is attached hereto . Said Schedule "B"
provides the unit designations -of all units in the Condominium,
their locations , the approximate areas , number of rooms and
immediately accessible common areas .