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2009 PURCHASE AND SALE AGREEMENT - 1 DIPIETRO AVENUE 11/19/2809 15:45 9786863086 NCRTHSIDE CARTING PAGE 03 4 From the Office or. Maewesbm o'Briau,PC 420 anywon street Batton.MA 02116 PURCHASE AND SALE AGREEMENT 'This Purchase and Sale Agreement(the"Agreement")is made as of November 12,2009. I. Parties And MallingAddresses. Salvatore Spinale,hereinafter called dte SELLER, agrees to SELL and Northside Carting,inc.,hereinafter railed the BUYER or PURCHASER,agrees to BUY,upon the terms hereinafter set forth,the following described promises: All of the land,with buildings thereon,owned by the SELLER now (mown and numbered t DIPtctro Avenue and 3 Swampscott Road, Salem, Essex County, Massachusetts, and also referred to in the Dry of Salem Assessor's Map as Lots 552 through 560 Inclusive,D(Pietro Avenue containing approximately eres SELLER represents to BUYER that he is the cote owner of the promises—Ann Spinalis,his doceasrd wife is on the deeds but SELLER has inherhed all of her right,title and interest in the promises, If requested by BUYER,SELLER shall obtain the agreement and signature of the executor or administrator of the estate of Ann Spinalc to this Agreement within thirty(30)days of tho date of this Agreemont SELLER also agrees to execute a Memorandtmt of Sale in form suitable for filing by the BUYER in the registry of deeds upon BUYER's request. �. Datcrtptiorr. The promises ate more fully described in those certain deeds to SELLER dated September 28,2000,recorded with the Essex South Registry of Deeds In Book 384,Pages 73031-73034. 3. Buildings,Strrrctores,Impravemmits,Fi dies. included In the sate as a pan of said premises are the buildings,structures, and improvements now thereon,and the fixtures belonging to the SELLER and used in connection therewith including,if any,all wall-to-wall carpeting,drapery rods, automatic garage door openers, venetian blinds, window shades, screens, screen doors, storm windows and doors, awnings, shutters, fimena, heaters,heating equipment,stoves,ranges,*it and gas banters and fixtures appurtenant thereto, hot water heaters, plumbing and bathroom fixtures, garbage disposers, electric and other lighting fixtures, mantels, outside television atucanas, lances,gates,treat, shrubs, plants and ONLY IF BUiLT IN, refrigerators,air conditioning equipment, ventilators, dishwashers,washing machines and dryers,and But excluding Chandellier in living room and refrigerator 4. 27tle Decd Sold promises are to be conveyed by a good and sufficient quitclaim deed running to the BUYER,or to the nominee designated by the BUYER by written notice to the SELLER at least seven(7)days beloro the deed is to be delivered as herein provided,and said deed shalt convey a good and clear record and marketable title thereto,free from encumbrances,except: (b) Existing rights and obligations in parry walls which are nor die subject of written agreement (c) Such taxes for the then current year as are not due and payable on the date of the delivery of such deed (d) Any liens for municipal betterments assessed after the date of this Agreoment (e) Wilt_ Condittan to Bt;var's Obligation to Close. The Buyer's obligation to close is expressly contingent upon*the Buyer or %6 nominee obtaining all permits and approvals for a 400 ton per day solid waste handling facility at 12 Swampscott Road including, without limitation, final site . •I- $ELL �(.(.� , 817Y�n— 11/1912009 15:45 9706963086 NDRiHSIDE CARTING PAGE 04 assignment, final Authorizations to Operate and zoning permits (and all appeals being finally resolved in favor of Buyer) and the conveyance to the Buyer or its nominee by the City of 12 Swampscott Road. if City of Salem does not convey 12 Swampscott Road to Buyer or any aforementioned permits are not obtained on or before April 1,2410(the"expiration date"},then all of these agreements shall expire and be null and void unless extended by the Buyer. Buyer may extend this expiration date and this Agreement month to month by delivering to Seller a written notice electing such extension together with payment of an additional five thousand dollar($5000)on or before the expiration date or any extension thereof,in which case the expiration date shall be extended for such month or months. All extension payments paid by Buyer are in addition to the Purchase Price. S. Plans: If said deed refers to a plau necessary to be recorded therewith the SELLER shall deliver such plan with the deed In form adequate for recording smregistratio ...... Q Ragiriered INA In addition to the foregoing,if the title to said premises Is registered,said deed shall be in terra sufficient to entitle the BUYER to a Certificate of Tide of said promises, and the SELLER shall deliver with said deed all instruments, if any, necessary to enable the BUYER to obtain such Certificate of TRte. 7, PrttrhasePrke The agreed purchase price for said premises is Dollars, of which S 0 have been paid as a deposit this day,and S 01M are to be paid at the time of delivery of the deed in cash, or by certified, cashier's, treasurer's or bank check(s), SMOMMM TOTAL 8. ?Foe for Performance;iDellvery of Deed. Such deed is to be dolivered at ten o'clock A.M.on the 60rh day afterthc conveyance byte City of Salem to Buyer or Buyer's nominee of 12 Swampscott Road, at the Essex South County Registry of Deeds unless otherwise agreed upon in writing. It is agreed that time is of the essence of this Agreement 9. Possession andCondMan of Prembet Full possession of said premises free of all tenants and occupants, except as herein provided,is to be delivered at the time of the delivery of the deal,said premises to be then(a)is the some condition as they now are,reasonable use and wear thereof exeeptad, and (b) not in violation of said building and zoning laws,-and (c) in compliance with provisions of any Instrument referred to in clause 4 hereat The BUYER shall be entitled personally to inspect said premises prior to the delivery of the deed In order to datennine whether the condition thereof complies with the terms of this clause. -11; Failure to Perfeet Title'ofMake""PreftilseiC0AfWirt etc:' _...... .. If at the expiration of the emended time the SELLER shall hove failed so to remove any defects in title, deliver possession,or make the premises conform,as the case may be,all as herein agreed, or if at any time during the period of this Agreement or any extension thereof,the holder of a mortgage on said premises shall refuse to permit the insurance proceeds,If any, to be used for such purposes,then any payments made under this Agreement shall be forthwith refunded and all other obligations of the parties hereto shall oease and this Agreement shall be void without recourse to the panics hereto. 12. Sayer Is Election to Accept Title. .L S BUY 11/19/2909 15:45 9786!363886 NORTHSIDE CARTING PAGE 05 the BUYER shall have the aletrdoa,at either the original or any extended time for performance,to accept such title as the SELLER can deliver to the said premises in their then condition and to pay therefore the purchase price without deduction, in which case the SELLER shall convey such title,except that In the event of such conveyance In accord with the provisions of this clause,if the said premises shall have been damaged by fire or casualty insured against,then the SELLER shall,unless the SELLER has previously restored the premises to their former condition,either (a) Seller shall keep insurance proceeds and deliver said Decd. 13. Acceptance of Deed The acceptance of a deed by the BUYER or his nominee as the case may be,shall be deemed to be a full performance and discharge of every agreement and obligation herein contained or expressed, except such as arc,by the terms hereof,to be performed or expressly survive after the delivery of said deed. 14. Use of Manq to Clear M1e. To enable the SELLER to snake conveyance as herein provided,the SELLER may at the time of dolivery of the dead, ---�usa_tha.purchase-monoy--dr-any.-porticnaltoreef�o-clear-flta-t{tto-o€-any-or-all-anwmbtsttcec-or-intarasts;pmv{dertt twat ell instramenta so procured are recorded simultaneously with the delivery of said deed,or promptly thereafter, in accordance with customary conveyancing practice, 1S, lrsaraace Until the delivery of the deed,the SELLER shall maintain insurance an said pmmtses as follows. Type of Insurance Amount of Coverage Fire and Extended Coverage As normally insured 16, Adjustments, Collected roots,water and sewer charges(if any) and taxes for the then current fiscal year,shall be apportioned and fuel value shall be adjusted,as of the day of performance of this Agreement,and the net amount thereof shall be added to or deducted fivm,as the case may be,the purchase price payable by the BUYER at the time of delivery of the deed, Uncollected rents for the curent rental period shall be apportioned If and when collected by either party. 17, Adluaftentof 11110mr sad andAbated Tours, If the amount of said taxes is not known at the time of the delivery of the deed,they shall be apportioned as the basis of the taxes assessed for the preceding fiscal year, with a reapportionment as soon as the new tax rate and valuation can be asvertalned; and, if the taxes which are to be apportioned shall thereafter be reduced by abatement, the amount of such abatemem,less the reasonable cost of obtaining the same,shall be apportioned between the parties,provided that neither parry shall be obligated to institute or prosecute proceedings for an abatement unless herein otherwise agreed. +5-8setti A fee€af iam'sslaaal ser-- of and #-,1199 M 3Malkrr— 4) of the purchase is. due fmm the SELLER to a... ._, e S1 bLI3lEand duly ras the ease maybe). 3 —B+�eri�}Ft4trrarrt} _.,........_.............__....._.. r •3• SELLER OUYE 11/19/2009 15:45 97BESE30BE NORTHSIDE CARTING PAGE 06 70. Depot& intentionally omitted. 21. Brtyer'sDefauU;Daurages If the BUYER shall fail to fulfill the BUYER's agmcnacnt herein,all deposits made hereunder by the BUYER shall be retained by the SELLER as liquidated damages,which shall be the SELLER's sole remedy,at law or in equity. 12. Release by Husband or fpife. The SELLER's spouse or her executor,administrator or personal representative hereby agrees to join in said dead and to release and convey all statutory and other rights and interests In said premises. rash Aral-OF Remelt s in !hi inseAw as any ��"��^s , aweerl� 24. btabOy of Trustee;Shareholder,Beneficiary,etc. If the SELLER or BUYER executes this Agreement in a represantadve or fiduciary capacity,only the principal or the estate represented shall be bound,and neither the SELLER or BUYER so executing,nor any shareholder or beneficiary of any trust,shall be personally liable for any obligatian,express or implied,hereundot 2S. Warranties and Representaitarra The BUYER acknowledges that the BUYER has not been influenced to enter into this baa aetlon nor has he rolled upon any warranties or representations not set forth or incorporated in this Agreement or previously made in writing, eneept fo;:th a , 26. Mortgage Cardingeney Clause. intentionally omitted 27. Construction ofAgreen=& This Agreement,executed in multiple counterparts,is to be eomstrued as a Massachusetts contract,is to take effect as a scaled instrument, sets forth the entire contract between the parties, is binding upon and inures to the benefit of the parties hereto and their respective heirs,devisees,executors,administrators,successors and assigns,and may be cancelled,modified or amended only by a written instrument executed by both the SELLER and the BUYER. if two or more persons are named herein as BUYER their obligations hereunder shall be joint and several. The captions and marginal notes are used only as a matter of convenience and are not to be considered a part of this Agreement or to be used in determining the intent of the parties to it. ................................................... ............... .................... ........................ ......................... ........ .................................. ...... .4. SELLER[ AIII / 11/19/2009 15:45 9706863086 NORTHSIDE CARTING PAGE 07 2& Lead Paint Law . The parties acknowledge the%under Massachusetts law,whenever a cbild or children under six yam of age resides in any residential premises In which any paint,plaster or other accessible materiad contains dangerous levels of lead,the owner of said premises must remove or cover said paint,plaster or other material so as to make it inaccessible to children under six years erfage. 29. Smoke Detectors. The SELLER shalt,at the time of the delivery of the deed,deliver a cerUScate from the fire department of the city or town it) which said premises are located stating that said promises have been equipped with approved smoke detectors in cordibmtity with applicable law. 30. AddldonaiProvisions. The initialed ridersif em:.Anachsdlla 90,W011ecrporatedhcrein3ry rafareat {A} See Addendum to Purchase and Sale Agreement attaehatL FORWI.DENTIAL PROPER7YCONSTRUCTED PRIOR TO 1978, BUYER MUSTA ISO HAVE SIGNED LEAD PAINT "PROPERTY TRANSFER N077FICATION CER77FICAT/ON" NOTICE: This is a legal document Jdat creates bind/ng ob ' odFanx If nat under3tood,eoneatr as anarney. r• SELLER B R ^ BUYER EXTENSION OF TIME FOR PERFORMANCE Date The time for the performance oftbe foregoing agreement Is extended until o'clock M.on the day of _, time still being of the essence of this Agreement as extanded. In T11other respects, this Agreement Is hereby ratified and confirmed. This extension,executed in multiple counterparts,is intended to take affect as a seated instrument. SELLER SELLER — BUYER BUYER s• 11/19/2009 15:45 9786863086 NORTHSIDE CARTING PAGE 08 ADDENDUM TO PURCHASE AMID SALE AGREEMENT I DiPietm Avenue,Salem,Massachusetts 1. BUYER's performance hereunder is conditioned upon title to the premises being insurable on a standard ALTA title insurance policy by companies licensed to do business in Massachusetts, at normal premium rates,without exception for any matters not expressly permitted heramdcr, subject only to the standard printed survey exception (owner's policy only) and real estate taxes exception (excepting only taxes not yet due and payable), and any exceptions otherwise explicitly described in the Agreement, 2, BUYER and SELLER each represents to the other that it has not used the services of a broker who would be entitled to a commission or any compensation in connection with this transaction and agree to Indemnify the other for any breach of such representation. 3. Any notices required to be given hereunder shall be in writing and delivered in hand or by prepaid certified trail, return receipt requested, postage prepaid, and addressed to BUYER and SELLER at the addresses sot forth above, _ with a copy to their counsel at a_ J�Yh ' Counsel: SELLER'S Counsel: Thomas A.Mackie,Esq. Mackic Shan O'Brien,PC 420 Boylston Street Suite 504 Boston,MA 02116 4. Pursuant to Title 5 of the State Environmental Code(3 TO CMR 15.301},the on-site waste water system(the"Septic System")which serves the property must be Inspected in connection with the transfer of the property. At least ninety days before the Closing Date, SELLER shall provide to BUYER a conformed ropy of the "Subsurface Sewage Disposal System Inspection Form"required by said Title-5. Should The form indicate that the Septic System is a "failed system"or a"nonconforming system"as defined by said Title 5,then at BUYER'S option,exercised by written notice given within three (3)days of raceiving a copy of the Inspection Form, SELLER shall bring the system into conformance or this agreement shall be terminated, and all deposits made hereunder shall be roibaded, and this Agreement shall be null and void and without recourse to either party. 5. Simultaneously with the delivery of the deed,SELLER shall execute and deliver, as required:{i)((Iv)an affidavit satisfying the requirements of Section 1445 of the Internal Revenue Code andregulations Issued thereunder,which states, under penalty of perjury, the Sellers United States taxpayer identification number, that the Seller is not a foreign person,and the Seller's address(the"1445 Affidavit"),and(v)Internal Revenue Servica Form Form W-9,with Sellor's tax identification number, and an affidavit famishing,the information required for the filing of Form 10995 with the Internal Revenue a nd ataktlg S is not subject to back-up withholding. EL _ SELLER B R BUYER *1f19l2009 15:45 9786863086 NORTHSIDE CARTING PAGE 03 From the Office of: Mncalc Sha O'Brien,PC 420 ttnytttoo Street Boston,MA 02116 PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement(the"Agreement")is made as ofNovembor 12,2004. I. FarttesAnd Mai'(ingAddrer,x Salvatore Spinale,hereinafter called the SELLER, agrees to SELL and Northside Carling,Inc,,hereinafter called the BUYER or PURCHASER,agrees to BUY,upon the terms hereinafter set forth,the following described premises: All of the land,with buildings thereon,owned by the SELLER now (mown and numbered t DiPictro Avenue and 3 Swampscott Road, Salem, Essex County, Massachusetts, and also referred to in the City of Salem Assessor's Map as Lots 552 through 560 Inclusive,DiPietro Avenue containing approximatelyaeres. __ SELLER represents to BUYER that he is the sole owner of the premises—Ann Spinalo,his deceased wife Is on the deeds but SELLER has inherited all of her right,title and interest in the premises. if requested by BUYER,SELLER shall obtain the agreement and signature of the executor at administrator of the estate of Ann Spinale to this Agreement within thirty(30)days of the date of this AgracmcrrL SELLER also agrees to execute a Memorandum of Sale in form suitable for filing by the BUYER in the registry of deeds upon BUY£R's request 2. Ddrartpt(mr. i The premises art:more fully descn'bed in those certain deeds to SELLER dated September 28,2000,recorded with the Essex South Registry of Deeds In Book 384,Pages 73031-73034. 3. Bki(dirrga,SYnrcrares,Impravemertrs,Frztfaa5. Included In the sale as a part of said premises are the buildings,structures, and improvements now thereon,and the fixtures belonging to the SELLER and used in connection therewith Including,if any,all wall-to-wall carpeting drapery rods, automatic garage door openers, venetian blinds, window shades, screens, screen doors, storm windows and doors, awnings, shutters, tiunaces, heaters, heating equipment,stoves, ranges,oil and gas burners and fixtures appurtenant thereto, hot water heaters, phtmbing and bathroom fixtures, garbage disposers, electric and other lighting fixtures, mantels, outside television uncross,fences,gates,treat, shrubs, plenty and ONLY IF BUILT IN, refrigerators,air conditioning agvipment, ventilators, dishwashers,washing machines and dryers;and But excluding ChandeIlier in living room and refrigerator d Ti'ileDead Sold promises are to be conveyed by a good and sufficient quitclaim deed running to the BUYER,or to the nominea designated by the BUYER by written notice to the SELLER at least seven(7)days bettira the deed is to be delivered as herein provided,and said deed shall convey a good and clear record and marketable title thereto,free horn encumbrances,except: (b) Existing rights and obligations in parry walls which are not the subject of written agreement (o) Such taxes for the then currom year as are not due and payable on the date of the delivery of such deed (d) Any liens for municipal betterments asses.`ed after the date of this Agreement I� (a) We. CondlNon to Buyer's Obligation to Close. a} The Buyer'a obligation to close is expressly contingent upon'the Buyer or �s✓ nominee obtaining all permits and approvals for a 400 ton per day solid waste handling facility at 12 Swampscott Road including, without limitation, final site •I- SELL BtiY�h�� 41/1912009 15:45 9786963006 NORTHSIDE CARTING PAGE 04 assignment: final Authorizations to operate and zoning permits (and all appeals being finally resolved in favor of Buyer) and the conveyance to the Buyer or its nominee by the City of 12 Swampscott Road. if City of Salem does not convey 12 Swampscott Road to Buyer or any aforementioned permits are not obtained on or before April 1,2010(the"expiration date'l,then all of these agreements shall expire and be null and void unless extended by the Buyer. Buyer may extend Us expiration date and this Agreement month to month by delivering to Seller a written notice electing such extension together with payment of an additional five thousand dollar($5000)on or before the expiration date or any extension thereof,in which case the expiration date shalt be extended for such month or months. All extension payments paid by Buyer are in addition to the Purchase Price, S. Plant If said deed refers to a plan necessary to be recorded therewith the SELLER shall deliver such plan with the deed In form adequate for recordins or reeistratio _... ................ 6: )agwered 7wa, la addition to the foregoing,if the title to said premises is rcgistered,said deed shall be in form sufficient to ontitle the BUYER to a Certificate of Title of said promises, and the SELLER shall deliver with said deed all instruments, If any, necessary to enable the BUYER to obtain such Certificate of Title. 7. PatuchatePrke, The agreed purchase price for said premises is Dollars, of which $ 0 have beers paid as a deposit this day,and S will are to be paid at the time of delivery of the decd in cash, or by certified, cashier's, treasurer's or bank check(s). $ M=MW TOTAL 8. 7fineforPerrformance;.Delivery of Dead Such deed Is to be delivered at ten o'clock A.M.on the 60th day afterthe conveyance bythe City of Salem to Buyer or Buyer's nominee of 12 Swampscott Road, at the Essex South County Registry of Deeds unless otherwise agreed upon in writing. It is agreed that time is of the essence of this Agreement A Possession and Con"On of Premises Full possession of said premises free of all tenants and occupants,except as herein provided,is to be deliverer)at the time of the delivery of the deal,said premises to be then(a)to the some condition as they now are,reasonable use end weer thereof excepted, and (b) not In violation of said building and zoning laws,-and (c) in compliance with provisions of any insu mens referred to In clause 4 hereof. The BUYER shall be entitled personally to inspect said premises prior to the delivery of the deed In order to determine whether the condition thereof complies with the terms of this clause. _II........__Fd1we to Perfect Title'or)Make Preintsd Conform;etd if at the expiration of the extended tithe the SELLER shall have failed so to remove any defects in title, deliver possession,,or make the premises conform, as the case may be,all as herein agreed, or if at any time during the period of this Agreement or any extension thereof,the holder of a mortgage on said premises shall refuse to permit the Insurance proccods,If any, to be used for such purposes,then any payments made under this Agreement shall be forthwith ref Coded and all other obligations ofthe parties hereto shat(cease and this Agrooment shall be void without recourse to the parties hereto. 12. Buyer's Election to Accept i rile. •2- S BUY I . -&1/19/2009 15:45 9785863086 NORTHSIDE CARTING PAGE 05 The BUYER shall have the election,at either die original or any extended time for performance,to accept such title as the SELLER can deliver to the said premises in their then condition and to pay therefore the purchase price without deduction, in which case the SELLER shall convey such We,except that In the event of such eonveyauce in accord with the provisions of this clause, if the said premises shall have been damaged by fire or casualty insured against,then the SELLER shall,unless the SELLER has previously restored the premises to their former condition,either (a) Seller shall keep Insurance proceeds and deliver said Decd. 13. Acceptance of Deed The acceptance of a deed by the BUYER or his nominee as the case may be,shell be deemed to be a full performance and discharge of every agreement and obligation herein contained or expressed,cxoept such as are,by the terms hereof,to be performed or expressly survive after the delivery of said deed. 14. Use of Money to Clear Tule. To enable the SELLER to make conveyance as herein provided the SELLER may at the time of delivery of the deed, _ us^ the_,+xm-hA�e-money-or-ary_portion-iharcaf-to-ekae-the-tide-ofi-any-or-sll-enarmhrancesor-intarrsts,-provStla6'that elT' . _.._.. instruments so procured are recorded simultaneously with the delivery of said deed. or promptly thereafter, in accordance with customary conveyancing practice. 1S. Insurance. Until the delivery of the dead,the SELLER shall maintain Insurance on said premtsos as follows: 7jrpe aflmarance Amount of Coverage fire and Extended Coverage As currently insured 16. Adjustneerrrs, Collected rents,water and sewer charges(if airy)and taxes for the then current fiscal year,shall be apportioned and fuel value shall be adjusted,as of the day of performance of this Agreement,and the not amount thereof shall be added to or deducted from,as the case may be,the purchase price payable by the BUYER at the time of delivery of the deed. Uncollected rents for the eurrert rental period shall be apportioaed if and when collected by either party. 17, Ad}uslmeerarflumessedand Abaled T&Y-I& if the amount of said taxes is not known at the time of the delivery of the dead,they shall be apportioned on the basis of the taxes assessed for the preceding fiscal year,with a reapportionment as soon as the now tax rata and valuation can be ascertained; and, if the taxes which are to be apportioned shall thereafter be reduced by abatement, the amount of such abaurneut,less the reasonable cost of obtaining the same,shall be apportioned between the parties,provided that neither party shall be obligated to institute or prosecute proceedings for an abatement unless herein otherwise agreed. 1&:—Baanlea, A Rokerle fee &P pfafesslertal a---*--- of and Isla I'. (S --- 14)o% s p^ 64) of the--pUffhase--pride, f due— tram the SS'61S — (.,._ !Qulteq btA ...y-r a r+tht:n-dne deed Se .. "W-9 the 1;Ralikeaddelyreaefdod(arre&ePedzes the ease maybe). ---atakar{s}....... an+tt 3• SEL4ER BUYS 'W19/2009 15:45 9786863086 NORTHSIDE CARTING PAGE 06 20. Deposit. intendonally omitted. 21. Sayer's Default;Damages. If the BUYER shall fail to fulfill the BUYER's agreement herein,all deposits made hereunder by the BUYER shall be retained by the SELLER as liquidated damages,which shall be the SELLER's sole remedy,at law or in equity. 22. Release by,Basband or Vgfr- The SELLEWs spouse or her executor,administrator or personal representative hereby agrees to join in said deed and to release and convey all statutory and other rights and interests In said premises. 29 .9.00 ker ON PWOL visieaa--€this — iRli PeARR 0 — 24. Unity of Trustee;Sharetmlder,BeneJidary,eta If the SELLER or BUYER executes this Agreement in a representative or fiduciary capacity,only the principal or the estate represented shall be bound,and nelther the SELLER or BUYER so executing,nor any shareholder or beneficiary of any trust,shall be personally liable for any obligation,express or implied,hereunder, 25. Warranties and Reptnsentatron& The BUYER acknowledges that the BUYER has not been influenced to enter into this transaction nor has he relied upon any warmutics or representations not set forth or ineorporatad in this Agreement or previously made in writing erre-p; for-the 26. Mortgage Contingency Clause. hdentionally omitted 27. ConsMictlon OfAgreermeut This Agreement,executed in multiple counterparts,is to be construed as a Massachusetts contract,is to take effect as a scaled instrument, sets forth the entire contract between the parties, is binding upon and inures to the benefit of the parties hereto and their respective heirs,devisees,executors,administrators,successors and ess gns,and may be cancelled,modified or amended only by a written instrument executed by both the SELLER and the BUYER. If two or more persons are named herein as BUYER their obligations hereunder shall be joint and several. The captions and marginal notes are used only as a matter of convenience and are not to be considered a part of this Agreement or to be used in determining the intent of the parties to it. ................................................... ................................... ........................ ......................... ........ .................................. ..... . .4 SELLER 1311Y1r " 31/19/2009 15:45 9706963086 NORTHSIDE CARTING PAGE 07 28. Lead Paint Law. The parties acknowledge that,under Massachusetts law,whenever a child or children under six years of age resides in any residential premiscs In which any paint,planes or other accessible material contains dangerous levels of lead,the owner of said promises mast remove or cover said paint,plaster or other material so as to make it inaccessible to children ander six years ofage. 29. Smoke Detectors. The SELLER shall,at the time of the delivery of the deed,deliver a certificate from the fire department of the city or town in which said premises are located stating that said promises have been equipped with approved smoke detectors in conformity with applicable law. 3A Addhional FrosWans. Thei ipd riders if anv atsac� degteto areJnsorpotatedhercin.byrefemn (A) See Addendum to Purchase and Sale Agreement attached, FOR RESGDSWUL PROPERTYCONSTRUCTED PRIOR TO 19M BUYER MUSTALSO HAVESIGNED LEAD PAINT "PROPF.RTY TRANSFER NO"FICATION CF,RTIFICATION" NOTICE: This Is a legal docmnent tkat creates blading obigadeces. If nat understood,consult an attorney. EL SELLER B R BUYER EXTENSION OF TIME FQR PERFORMANCE Date The time for the performance o£ibe foregoing agreement is extended until o'clock .M.on the day of time stili being of the essence of this Agreement as extended. In all other respeets, this Agreement Is hereby ratified and txsnfirmad. Tnis extension,executed In multiple coontarparts,is intended to take effect as a sealed instrument. SkILER SELLER HUYER BUYER ,g, 11/19/2009 15:45 9786863086 NORTHSIDE CARTING PAGE 08 ADDENDUM TO PURCHASE AND SALE AGREEMENT I DiFictro Avemuc,Salam,Massachusetts 1. BUYER'&performance hereunder is conditioned upon title to the premises being insurable on a standard ALTA tide insurance policy by companies licensed to do business in Massachusetts, at normal premium rates,without exception for any matters nor mWessiy permitted hereunder, subject only to the standard printed survey exception (owner's policy only) and real estate razes exception (excepting only taxes not yet due and payable), and any exceptions otherwise explicitly descrtW in the Agreement, 2. BUYER and SELLER each represents to the other that it has not used the services of a broker who would be entitled to a commission or any compensation In connection with this transaction and agree to Indemnify the other for any breach of such representation. 3. Any notices required to be given hereunder shall be in writing and delivered in hand or by prepaid certified mail, return receipt requested, postage prepaid, and addressed to BUYER and SELLER at the addresses set forth above, with a copy to their counsel at: BUYFiR' unscl: SELLER'S Counsel: Thomas A.Mackie,Esq. Mackie Sbea O'Brien,PC 420 Boylston Street Suite 504 Boston,MA 02116 4, Pursuant to Title 5 of the State Environmental Code(3 10 CMR 15,301)r the on-she waste water system(the"Septic System")which serves the property must be inspected in connection with the tta wfar of the property, At least ninety Heys before the Closing Date, SELLER shall provide to BUYER a conformed copy of the "Subsurface Sowage Disposal System Inspection Form" required by sold Thic•5. Should the form indicate that the Septic System is a "faded system"or a"nonconfnmting system"as defined by said Title 5,then at BUYER%option,exercised by written notice given within three (3)days of receiving a copy of the Inspection Form, SELLER shall bring the system into conformance or this agreement shall be terminated, and ail deposits made hereunder shall be rellmdod, and this Agreement shall be null and void and without recourse to either party. 5. Simultaneously with the delivery of the deed,SELLER shall execute and deliver, as required:{i)((iv)an affidavit, sadsf)rung the requirements of Section 1445 of the internal Revenue Code andregulations Issued thereunder,which stares, under penalty of perjury, the Seller's United States taxpayer identification number, that the Seller is not a foreign person,and the Seller's address(the"1445 Affidavit');and(v)Internal Revenue Service Form Form W-9,with Seller's tax identification number, and an affidanit furnishing the information required for the filing of Form 1099S %viththnInternalRevenuaAevite nd sMtigg S is not subject to back-up withholding. ELPZAAAR SELLER B YBUYER 11/19/2009 15:45 9786863086 NQRTHSIDE CARTING PAGE 03 From the Office of: MAChle Shea O'Brien,PC rtia any1 tee street Design,MA 01116 PURCHASE AND SALE AGREEMENT This Purchase and Sala Agreement(the"Agreeratmr)is made as oflRovember 12,2009. I. FarucsAndMilling Addresses. Salvatore Spinate,hereinafter called the SELLER, agrees to SELL and Northside Cattle&Inc.,hereinafter called the BUYER or PURCHASER,agreas to BUY,upon the teens hereinafter set forth,the following described premises: All of the land,with buildings thereon,owned by die SELLER now (mown and numbered 1 DiPietro Avenue and 3 Swampscott Road, Salem, Essex County, Massaebusetts, and also referred to In the,CJty of Salem Assessor's Map as Lots 552 through$60 inclusive,DiPietro Avenue containing approximatelyLlxaeres. SELLER represents to BUYER that he is the sole owner of the premises—Amt Spinale,his deceased wife Is on the deeds but SELLER has inherited all of her right,Title and interest in the premises, if requested by BUYER,SELLER shall obtain the agreement and signature of ilre executor or administrator of the estate of Ann Spinalc to this Agreement within thirty(30)days of the date of this Agreement SELLER also agrees to execute a Memorandum of Sale in form suitable for 81ing by the BiIYBR in the registry of deeds upon BUYER's request. 2 Drsoriprlorr. The premises am more fully described in those certain deeds to SELLER dated September 28,2000,recorded with the Essex South Registry of Deeds in Book 384,Pages 73031-73034, 3. &aildirrgs,SY Clares,Improvements,Fixurres. included In the We as a part of said premises are the buildings,structures, and improvements now thereon,and the fixtures belonging to the SELLER and used in connection therewith including,if arty,all wall-to-wall carpeting,drapery rads, automatic garage door openers, venetian blinds, window shades, screens, screen doors, storm windows and doors, awnings, shutters, fiunaces.heaters,hating equipment,stoves,ranges,oil and gas burners and Imires appurtenant thereto, hot water heaters, plumbing and bathroom fixtures, garbage disposers, electric and other lighting fixtures, mantels, outside television mttetrnas,fences,gates, tseas, shrubs, plants and ONLY IF BUILT IN, refrigeratots,air conditioning equipment, ventilators, dishwashers,washing machines and dryers,and But excluding Chandegler in living room and refrigerator 4. TYrte Deed Said prattiaes are to be conveyed by a gond and sufficient quitclaim deed running to the BUYER,or to the nominee designated by the BUYER by written notice to the SELLER at least seven(7)days before the deed is to be delivered as herein provided,and said deed shall convey a good and clear record and marketable title thereto,free Prom encumbrances,except: _—.--..—ta) Praylstens.pEartistingbuikHng-and.zoninglawn--------- ------------ -- — (b) Existing rights and obligations in party walls which are not the subject of written agreement (e) Such taxes for the than currontyear as arc not due and payable on the date of the delivery of such deed (d) Any lions for municipal betormcats assessed after the date of this Agreement (e) Aa Condition to Buyer's Obligation to Close, Ql The Buyer's obligation to close is expressly contingent upon'the Buyer or s✓ nominee obtaining all permits and approvals for a 400 ton per day solid waste handling facility at 12 Swampscott Road including, without limitation, final site I• SELL 1171912009 15:45 97BGS63086 NORTHSIDE CARTING PAGE 04 assignment, final Authorizations to operate and zoning permits (and ali appeals being finally resolved in favor of Buyer) and the conveyance to the Buyer or its nominee by the City of 12 Swampscott Road. If City of Salem does not convey 12 Swampscott Road to Buyer or any aforementioned permits are not obtained on or before April 1,2410(the"expiration date },then all of these agreements shall expire and be null and void unless extended by the Buyer. Buyer may extend this expiration date and this Agreement:month to month by delivering to Seller a written notice electing such extension together with payment of an additional five thousand dollar($5044)on or before the expiration date or any extension thereof,in which case the expiration date shall be extended for such month or months. All extension payments paid by Buyer are in addition to the Purchase Price, S. Plans. If said deed refers to a plan necessary to be recorded therewith the SELLER shall deliver such pian with the deed in form adequate for recording-9ztegistratio A ftivered me. In addition to the foregoing,if the title to said premises is registered,said deed shall be in form sufficient to ontitie the BUYER to a Certificate of Tide of said premises, and the SELLER shall deliver with said deed all instruments, If any, necossery,to enable the BUYERto obtain such Certificate of Title. 7. Parrhasorrke, which The agreed purchase price for said premises is Dollars, of S 4 have been paid as a dcpo*this day,and S oil are to be paid at the time of dolivery of the deed in cash, or by certified, cashier's, treasurer's or bank eheck(s), S00111111111M TOTAL 8. Time far Performance;.Delivery of Deed. Such deed is lobe delivered at ten o'clock A.M.on the 68th day after tho conveyance by the City of Salem to Buyer or Buyer's nominee of 12 Swampscott Road, at the Essex South Cotmty Registry of Deeds unless otherwise agreed upon in writing. It is agreed that time is of the essence of this Agreement, A Possession and Con"On ofPremises Full possession of said premises free of all tenants and occupants, except as herein provided,is to be delivered at the time of the delivery of the deed,said promises to be then(a)is the same condition as they now are,reasonable use end wear thereof excepted, and (b) not in violation of said building and zoning laws,-and (c) In compliance with provisions of any Insummeat referred to in clause 4 hereof. The BUYER shall be entitled personally to inspect said premises prior to the delivery of the deed in order to determine whether the condition thereof complies with the temu of this clause. Far7ure to Perfect TYHe er'hfakc Pielrils¢i Caiiforirr,eio. __._..._..__._........_...._.........................__......_ .......... If at the expiration of the extended time the SELLER shall have failod so to remove any defects in title, deliver possession,or make the premises conform, as the case may be,all as herein agreed, or if at any time during the period of this Agreement or any extension thereof,the holder of a mortgage on said premises shall refuse to permit the insurance proceeds,If any, to be used for such purposes, then any payments made under this Agreement shall be forthwith refunded and all other obligations ofthe parties hereto shall cease and this Agreement shall be void without recourse to the parties hereto, 12. Bayer's Election to Accept Title. -2• S BUY k I1/19/2009 I5:g5 9786863096 NORTHSIDE CARTING PAGE 05 The BUYER shall have the election,at either the original or any attended time for performance,to accept such title as the SELLER can deliver to the said premises in their then condition and to pay therefore the purchase price without deduction, in which ease the SELLER shall convey such tftic,except that In the event of such conveyance in accord with the provisions of this clause, if the said premises shall have been damaged by fire or casualty insured against,then the SELLER shall,unless the SELLERbas previously restored the premises to their former condition,either (a) Seller shall keep Insurance proceeds and deliver said Decd. IJ. Acceptance ofDacd The acceptance of a deed by the BUYitiR or his nominee as the case may be,shall be deemed to he a full performance and discharge of every agreement and obligation herein contained or expressed,except such as are,by the terms hereof,to be performed or expressly survive after the delivery of said deed. Id. Use of Mang to Clear 7-ale. To enable the SELLER to make conveyance as herein provided,the SELLER may at the time of delivery of the dear!, __ use-tbt4urchase-moaay-or4my-portion-themof-to-clear-the-tido-of-arty or-Wl-encumbmca-or-intorests,provt d- mil - Instruments so procured are recorded simultaneously with the delivery of said deed. or promptly thereafter, in accordance with customary conveyancing practice, 13. fnsar(mce. Until the delivery of the deed,the SELLER shalt maintain insurance on said premises as follows: 7)ppe aflnsarance Amount of Coverage Fire and Extended Coverage As currently insured 16. Adjastments Collected rens,water and sewer cbarges{if any}and taxes far the then current fiscal year,shalt be apportioned and fuel value shall be adjusted,as of the day of performance of this Agreement,and the not amount thereof shall be added to or deducted from,as the case may be,the purchase price payable by the BUYER at the time of delivery of the deed. Uncollected rents for the current rental period shall be apportioned if and when collected by either peaty 17. Adjusimentofunassessed and AbawTaM if the amount of said taxes is not known at the time of the delivery of the deed,they shall be apportioned on the basis of the taxes assessed for the preceding Eisen) year, with a reapportionmctn as soon as the now tax rate and valuation can be ascertained; and, if the taxes which are to be apportioned shall thereafter be reduced by abatoment, the amount of such abatement,less the reasonable cost of obtaining the same,shall be apportioned between the parties,provided that neither parry shalt he obligated to institute or prosecute proceedings for an abatement rayless herein otherwise agreed. h 8ter�fae fe+*ixa€ass{enol setvieos e€ and -- WME of the pumhuse is due fmm the 813166611-4o hy,L-�...�i�tDq:nLu t . e +'hV11P-cm�T� IF. Stalrer{arrant}: .................. ...... ..........__. .._.__...__... ........._.........................................._........._..... &all -01Wnataed hrfein,_ tw S•.L Broke_is duly Hems„.. Rush by( cemmenweallb r rmassaehusem -3• SELLER BUYS 11/19/2009 15:45 9786863086 NORTHSIDE CARTING PAGE 06 20. Deposit. Intentionally omitted. 27. Bayer's Defauff;Damages. If the BUYER shall fail to fulfill the BUYER's agreement herein,all deposits made hereunder by the BUYER shall be retained by the SELLER as liquidated damages,which shall be the SELLER's sole remedy,at law or in equity. 22. Release by ffm*and or Wife. The SELLER's spouse or her executor,administrator or persona)representadvc hereby agrees to join in said deed and to release and convey all statutory and other rights and interests in said premises. visiens of#45 - - — — -lifies"ens at; 74. Liability ofTrastee;Aarehalder,benefrefary,era If the SELLER or BUYER executes this Agreement in a representative or fiduciary capacity,only the principal or the estate represented shall be bound,and neither the SELLER or BUYER so executiug,nor any shareholder or beneficiary of any trust,shall be personally liable for any obligation,express or implied,hereunder, 25. Warranties and!(epraserrtadorcr. no BUYER aelmowiedges that the BUYER has not been influenced to enter into this transaction nor has he relied upon any warranties or representations not set forth or incorporated in this Agreement or previously made in writing; eteep; fO the a ;6. Mortgage ContirrgEhey Clause. irtendonally omitted 27. Consmilon ofAgreenwitt. This Agrcemeat,executed In multiple counterparts,is to be construed as a Massachusetts contract,is to take affect as a sealed instrument, sets forth the entire contract between the parties. Is binding upon and inures to the benefit of the parties hereto and their respective heirs,devisees,executors,administrators,successors and assigns,and may be cancelled,modified or amended only by a written instrument executed by both the SELLER and the BUYER. If two or more persons are named herein as BUYER their obligations hereunder shall be joint and several. The captions and marginal notes are used only as a matter of convenience and are not to be considered a part of this Agreement or to be used in determining the intent of the parties to it. ................................................... ........................................................... ......................... ...... .. ......I._..... _... ............ ...... 5 .q. SELLERQ,dt„{ BUYB I��x1 iY_�r l/ J ` 11/19/2009 15:45 9766863006 NORTHSIDE CARTING PAGE 07 28. Lead Paint Law. The parties acknowledge that,under Massachusetts law,whenever a child or children under six years of age resides in any residential premlacs In which any paint,plaster or other accessible material contains dangerous levels of lead,the owner of said premises must remove or cover said paint,plaster or other material so as to make it inaccessible to children under six year; of age. A Suroke Detectors The SELLER shalt,at the time of the delivery of the dead,deliver a certificate from the fire department of the city or town in which said promises are located stating that said premises have been equipped with approved smoke detectors in conformity with applicable law. A Addittanot Provisions. The inittaled ddc if wry ffic edJl lo,o[oJncarporatodhctciu lr}raferen _ .. . .. .._._ (A) See Addendum to iPumbase and Sale Agreement attached. FOR RESIDI+NTIAL PROPERTY CONSTRUCTED PRIOR T0197B, BUYER kVSrALSO R4 VE SIGNED LEAD PAW "PROPERTY TRANSFER NO77FICATION CER 77FICATION " NOTICE. 7hts is a ldgal docummillsoi cremes 6lnding o aiionc Irnat understood,consult an attorney. ;BR SELLER BUYER EXTENSION OF TIME FOR PERFORMANCE Date The time for the performance of the foregoing agreement is extended until o'clock_,M.on the day of I , time stili being of the essence of this Agreement as extended. In all other respects, this Agreement is hereby ratified and confirmed. This extension,executed In multiple counterparts,is Intended to take effect as a sealed instrument. SELLER SELLER BUYER BUYER .g. c 11/19/2009 15:45 9786863086 NORTHSIDE CARTING PAGE 08 ADDENDUM TO PURCHASE AND SALE AGREEMENT I DiPieiro Avenue,Salem,Massachusetts I. BUYEWs performance hereunder is conditioned upon title to the premises being insurable on a standard ALTA title insurance policy by companies licensed to do business in Massachusetts, at normal premium rates, without exception for any matters trot expressly permitted hereunder, subject only to the standard printed survey exception (owner's policy only) and real estate taxes exception (excepting only taxes not yet due and payable), and any oxceptions otherwise explicitly described in the Agreement, 2. BUYER and SELLER each represents to the other that it has not used the services of a broker who would be entitled to a commission or any compensation In connection with this transaction and agree to Indemnify the other for any breach of such representation. 3. Any notices requited to be given hereunder shall be in writing and delivered In hand or by prepaid certified mail, return receipt requested, postage prepaid, and addressed to BUYER and SELLER at the addresses sot forth above, _ With a copy to thcir counsel at: _... .. .. . . _..... BUYBR's Counsel: SELLER'!Counsoh Thomas A.Mackie,Esq. Matilda Shea O'Brian,PC 420 Boylston Street Suite 504 Boston,MA 02116 4. Pursuant to Title 5 of the State Environmental Code(3 10 CMA 15,301),the on-site waste water system(the "Septic System")which serves the property must be Inspected in ocnneetion with the transfer of the prcparty, At least ninety days before the Closing Date, SELLER shall provide to BUYER a conformed copy of the "Subsurface Sewage Disposal System Inspection Form"required by said Title-5. Should the form indicate that the Septic System is a "failed system"or a"nonconforming system"as defined by said Title 5,then at BUYBR's option,exercised by written notice given within three (3)days of receiving a copy of the Inspection Forth, SELLER shall bring the system into conformance or this agreement shad be terminated, and all deposits made hereunder shall be refandod, and this Agrceme it shall be null and void and without remorse to either party. 5. Simultaneously with the dclivcry of the deed, SELLER shall execute and deliver, as required:(i)((Iv)an affidavit, satisf)rmg the requirements of Section 1445 of the Internal Revenue Code andregulations Issued thereunder,which states, under penalty of perjury, the Seller's United States taxpayer identification number, that the Seller is not a foreign person,and the Seller's address(the"1445 Affidavit");and(v)Internal Revenue Service Form Form W-9,with Seller's tax identification number, and an affidirwit furnishing the information required for the filing of Form 1099S with the internal Revenue d stating S is not subject to back-up withholding. WlA f SEGGER B YER BUYER .6.. 11/119/2009 15:45 9786853085 NQRTHSIDE CARTING PAGE 03 From the office op Magwe Men O'Brien,PC 420 Rayl o street Bastan.MA 02116 PURCHASE AND SALE AGREEMENT This Purebase and Sala Agreement(the"Agreement")is made as ofNovember 12,2009. I. Parties And MallingRddresfm Salvatore Spinale,hereinafter called the SELLER, agrees to SELL and Northside Carting,Inc.,hereinafter tatted the BUYER or PURCHASER,agrees to BUY,upon the terms hereinafter set forth,the following described promises: All of the land,with buildings thereon,owned by the SELLER now (mown and numbered I DiPictro Avenue and 3 Swampscott Road, Salem, Essex County, Massachusetts, and also referred to In the CJty of Salem Assessor's Map as Lots 552 through 560 inclusive,DiPietro Avenue containing approximstelyt�Z*cres, SELLER represents to BUYER that he is the sole owner of the premises—Ann Spinalo,his dcocased wife Is an the Beads but SELLER bas inherited all of her right,title and interest in the premises. If requested by BUYER,SELLER shall obtain the agreement and signature of the executor or administrator of the estate of Ann Spinate to this Agreement within thirty(30)days of the data of this Agreement SELLER also agrees to execute a Memorandum of Sala in form suitable for filing by the BUYER in the registry of deeds upon BUYER's request 3 DascrlWen. The premises ate more fully described In those certain deeds to SELLER doted September 28,2000,recorded with the Essex South Registry of Deeds in Book 384,Pages 73031-73034, 3. Buildings,&nrcrures,Improvements,Pixtaras. included In the salt as a part of said premises are the buildings,structures, and improvements now thereon,and the fixtures belonging to the SELLER and used In conneodon therewith including,if any,all wail-to-watl carpeting,drapery rods, wtomatic garage door openers, venetian blinds, window.shades, samuns, screen doors, storm windows and doors, awnings, shutters, furnaces,heaters, heating equipment,stoves, ranges,oil and gas burners and fixnires appurtenant thereto, hot water heaters, plumbing and bathroom fixtures, garbage disposcro, electric and other lighting fixtures, mantels, outside television antennas,fences,getea, trees, shrubs, plants and ONLY IP BUILT IN, refrigerators,air conditioning equipment, ventilators, dishwashers,washing machines and dryers,and But excluding ChandeBier in living room and refrigerator d. Tlrie Decd Sold premises are to be conveyed by a good and sufficient quitclaim deed running to the BUYER,or to the nominee designated by the BUYER by written notice to the SELLER at least seven(7)days before the deed is to be delivered as herein provided,and said deed shall convey a good and clear record and marketable title thereto,free from encumbrances,except: existingbuikiing.and zrminglaws— (b) Existing rights and obligations In parry walls which are not the subject of written agreement (e) Such taxes for the them current year as are not due and payable on the date of the delivery of such deed (d) Any liens for municipal betterments assessed after the date of this Agreement (e) Aa Condition to Buyer's Obligation to Close The Buyer's obligation to close is expressly contingent upon'the Buyer or ✓ nominee obtaining all permits and approvals for a 900 ton per day solid waste handling facility at 12 Swampscott Road including, without limitation, final site •1- SP.LL�n� Bi1Y 1111912009 15:45 9786869086 NORTHSIDE CARTING PAGE 64 r assignment, final Authorizations to Operate and zoning permits (and all appeals being finally resolved in favor of Buyer) and the conveyance to the Buyer or its nominee by the City of 12 Swampscott Road. if City of Salem does not convey 12 Swampscott Road to Buyer or any aforementioned permits are not obtained on or before April 1,2010(the"expiration date"),then all of these agreements shall expire and be null and void unless extended by the Buyer. Buyer may extend this expiration date and this Agreement month to month by delivering to Seller a written notice electing such extension together with payment of an additional five thousand dollar($5000)on or before the expiration date or any extension thereof,in which case the expiration date shall be extended for such month or months. All extension payments paid by Buyer are in addition to the Purchase Price. S. Plans'. Wsaid deed refers to a pian necessary to be recorded therewith the SELLER shall deliver such plan with the deed in form adeguate for reeordmg¢rregisiratic G fthoered TX4 In addition to the foregoin&if the tide to said premises is registered,said deed shall be in form sufficient to ontite the BUYER to a Certificate of Tido of said promises, and the SELLER shall deliver with said deed all instruments, If any, necessary,to enable the BUYER to obtain such Corlificare of Tide. 7, Pard weprke, The agreed purchase price for said promises is Donars, of which S 0 have been paid as a deposit this day,and S 101111111111111111i are to be paid at the time of delivery of the deed in cash, or by certified, cashier's, treasurer's or bank check(s). $ 08FAINJI111111110 TOTAL 8. 71meJbrPerformonea,Delivery ofDeed. Such deed is to be delivered at ten o'clock A.M.on tate 60Th day after the conveyance by the City of Salem to Buyer or Buyer's nominee of 12 Swampscott Road, at the Essex South County Registry of Deeds unless otherwise agreed upon in writing. It is agreed that time is of the essence of this AgreemcnL 9 Possession and Condon of Premises Full possession of said premises free of all tenants and occupants, except as herain provided,is to be delivered at the time of the delivery of the deed,said premises to be then(a)in the same condition as they now are,reasonable use and wear thereof excepted, and (b) not In violation of said building nod zoning laws,.and (c) in compliance with provisions of any Instrument referred to in clause 4 hereat The BUYER shall be entitled personally to inspect said premises prior to the delivery of the deed in order to determine whether the condition thereof complies with the terms of this clause. _47,........_-Faflm a to Perfeer 7lrte'oeMake Prcinisor Canfornt;etia ............ if at the axpiraton of the extended time the SELLER shall have failed so to remove any defects in title, deliver possession,or make the premises conform, as the case may be,a0 as herein agreed, or if at any time during the period of this Agreement or any extension thereof,the holder of a mortgage on said premises shall refuse to permit the Insurance proceeds,If any, to be used for such purposes,then any payments made under this Agreement shall be forthwith refunded and all other obligations of the partes hereto shall cease and this Agroomcnt shall be void without recourse to the parties hereto, 12. Bayer's Election to Accept Title r— .Z. g `�J BUY 11/1,9/2009 15:45 9766868086 NORTHSIDE CARTING PAGE 05 The BUYER aball have the election,at either the original or any extended time for performance,to accept such title as the SELLER can deliver to the said premises in their then condition and to pay therefore the purchase price without deduction, in which case the SELLER,shall convey such title,except that in the event of such conveyance In accord with the provisions of this clause,if the said premises shall have been damaged by fire or casualty insured against,then the SELLER shall,unless the SELLER has previously restored the premises to their former condition,either (a) Seller shall keep insurance proceeds and deliver said Decd. 13. Acceptance ofDead The acceptance of a deed by the BUYER or his nominee as the case may be,shall be deemed to be a full performance and discharge of every agreement and obligation herein contabied or expressed,except such as arc,by the terms hereof,to be performed or expressly survive after the delivery of said deed. 14. Use of Mangy to Clear 771do: To enable the SELLER to make conveyance as herein provided,the SELLER may at the time of delivery of the deed, usd sheuzcltase mey or�ny portion ttsercofo-deep the title o€any ar sii-eneumbrattees or intatxsts provtda6 t aTi all instruments _........._......._.. instruments so procured are recorded simultaneously with the delivery of said deed, or promptly thereafter, in accordance with customary convcyaaeing practice. 15, Insurance Undi the delivery of the deed,the SELLER shall maintain insurance on said premises as follows: Type Vmvrance Amount of Coverage Fire and Extended Coverage As currently insured 16, AdJuslineats, Collected rents,water and sewer charges(if any)and taxes for the then current fiscal year,shall be apportioned mid fuel value shall be adjusted,as of the day of performance of this Agreement,and the not amount thereof shall be added to or deducted from,as the ease tray be,the purchase price payable by the BUYER at the tuna of delivery of the deed. Uncollected rents for the current rental period shall be apportioned if and when collected by either pansy. 17. Aduabaentof Unassessed and Abated Taxes, if the amount of said taxes is not known at the time of the delivery of the deed,they shall be apportioned on the basis of the taxes assessed for the preceding fiscal year,with a reapportionment as soon as the now tax rate and valuation can be ascertained, and, if the taxes which are to be apportioned shall thereafter be reduced by abatement, the amount of such abatement,less the reasonable cost of obtaining the same,shall be apportioned between the parties,provided that neither parry shalt be obligated to institute or prosecute proceedings for an abatement unless herein othorwise agreed. •18. A Arae W6 fee "W'100 f allapt iwesesda. '=:NT— of ..a purchase — psiee, is dee *em the SEb6Eit--i9 nz.. nly, it-, as, e-dead--aenveyia�'—t}ta pfewhees has been ejeeautted and eSELLER and dely r 39—arr ��•Hter�entg` Sash Booker flamed herein, worTam sueb Bi:akeF is dely liceRsed as arA by tha •3• SELLER BUYS 11/19/2009 15:45 9706863006 NORTHSIDE CARTING PAGE 06 20. Deposit, intentionally omitted. 21. Buyer's Default,,Damages. if the BUYER shall fail to fulfill the BUYER's agreement herein,all deposits made hereunder by the BUYER shall be retained by the SELLER as liquidated damages,which shall be the SELLER's sole remedy,at law or in equity. 22. Release by Husband or f(ife. The SELLER's spouse or her executor,administrator or personal representative bomby agrees to join In said deed and to release and convey all statutory and other rights and interests in said premises. 24. Liability of Trustee,Shareholder,Beneficiary,era If the SELLER or BUYER executes this Agreement in a representative or fiduciary capacity,only the principal or the estate represented shall be bound,and neither the SELLER or BUYER so exeouting,nor any shareholder or beneficiary of any trum shall be personally liable for any obligation,express or implied,hereunder, 25. Warranties and Represerrtadom The BUYER acknowledges that the BUYER has not been influenced to enter into this transaction nor has he relied upon any warranties or representations not set forth or incorporated in this Agreement or previously made in writing, meals;fer-the 26. Mortgage Contingency Clause. intentionally omitted 27. Consrrrletion OfAgreement TMs Agreement,executed In multiple counterparts,is to be construed as a Massachusetts contract,is to take offset as a sealed instrument, sets forth the entire contract between the parties. Is binding upon and inures to the benefit of the parties hereto and their respective heirs,devisees,executors,administrators,successors and assigns,and may be cancelled,modified or amended only by a written instrument executed by both the SELLER and the BUYER If two or more persons are named herein as BUYER their obligations hereunder shall be joint and several. The captions and marginal notes are used only as a matter of convenience and are not to be considered a part of this Agreement or to be used In determining the intent of the parties to ii. ................................................ ............. . ............_... .......................... ...... _........ . .............. ...... .4. SELLS BUYri1L— 11/j.9/2009 15:45 9786863086 NORTHSIDE CARTING PAGE 07 28. LeadPaintlaw. 'the parties acknowledge that,under Massachusetts law,whenever a child or children under six yam of age resides in any residentlal premises in which any paint,plaster or other accessible material contains dangerous levels of lead,the owner of said premises must remove or cover said paint,plaster or other material so as to make it inaccessible to children under six years of age. 29. dhtoke Detecrors The SELLER shall,at the time of the delivery of the dead,deliver a certificate from the fire department of the city or town in which said premises an located stating that said premises have been equipped with approved smoke detectors in confomtity with applicable law. 311 Addktonof FrovRiaas The jn1tialod rulm if sav �itaghed rr ia,areJnctxpatatad hcccin by raYazgat _ .. . ........ (A) See Addendum to Purchase and Sale Agreement attached. FOR RESIT?ENTIAL PROPERTY CONSTRUCTED PRIOR TO 1918, BUYER MUSTALSO HAVES1GNED LEAD FAINT "PROPERTY TRANSFER NOTIFICATION CERTIFICATION" NOTICE: This is a lag&documentteat cremes @Inding obogadaim Ifnal understood,eonsuh an anarney. l >t _ EL SELLER B R BUYER EXTENSION OF TIME FOR PERFORMANCE Date The time for the perfarmance ofthe foregoing agreement is extended%unit o'clock .M,on the_day of trate stili being of the essence of this Agreement as extended. in all other respects, this Agreement is hereby ratified and confirmed. This extenslan,executed in multiple counterparts,is intended to take offrct as a$ealed instrument. SELLER SELLER BUYER BUYER 11/19/2009 15:45 9786863086 NDRTHSIDE CARTING PAGE 08 ADDENDUM TO PURCHASE AND SALE AGREEMENT I DiPietro Avenue,Salem,Massachusetts 1. BUYEWr performance hereunder is conditioned upon title to the premises being insurable on a standard ALTA tide insurance policy by companies licensed to do business in Massachusetts, at normal premium rates,without exception for any man= not expressly permitted hereunder, subject only to the standard printed survey exception (owner's Policy only) and real estate taxes exception (excepting only taxes not yet due and payable)• and any exceptions otherwise explicitly described in the Agreement. 2. BUYER and SELLER each represents to the other that it has not used this services of a broker who would be entitled to a commission or any compensation in connection with this transaction and agree to indemnify the other for any breach of such representation. 3. Any notices required to be given hereunder shall be in writing and delivered In hand or by prepaid certified mail, return receipt requested, postage prepaid, and addressed to BUYER and SELLER at the addresses sot forth above, with a copy to their counsel at — B>DT,R'_,sC un 1: _ SELLER'S Counsel: Thomas A.Mackie,Faq. Mackie Sbea O'Brien,PC 420 Boylston Streit Suite 504 Boston,MA 02116 4. Pursuant to Title 5 of the State Environmental Code(3 10 CMR 15.301),the on-site waste water system(the "Septic System")whlcb serves the property must be Inspected in connection with the transfer of the property. At least ninety days before the Closing Date, SELLER shall provide to BUYER a conformed ropy of the "Subsurface Sewage Disposal System Inspection Form"required by said Title-5. Should this farm Indicate that the Septic System is a "Railed system"or a"nonoonforming system"as defined by said Title 5,then at BUYER's option,exercised by written nutice given within three (3)days of receiving a copy of the Inspection Form, SELLER shall bring the system into eonforitrance or this agreement shall be terminated, and all deposits made hereunder shall be meflmdod, and this Agreement shall be null and void and without recourse to either party. 5. Simultaneously with the delivery of the deed,SELLER shall execute and deliver, as required:01 ((iv)an affidavit, satisfy tug the requirements of Section 1445 of the Internal Revenue Code andregulations Issued thereunder,which states, under penalty of perjury, the Seller's United States taxpayer identification ntanber, that the Setter is not a foreign person,and the Seller's address(the"1445 Affidavit");and(v)Internal Revenue Service Form Form WA,with Seller's tax identification number, and an affi 't famishing the information required for the filing of form 10995 with the Internal Revenuef e nd stating S is not subject to back-up withholding. EL SELLER B YER BUYER 6• 111/19/2009 15:45 9786863086 NORTHSIDE CARTING PAGE 03 From the once or: Mactilesea Oradea,PC 420 BoyMpa street Briton.MA 02116 PURCHASE AND SALE AGREEMENT This Purchase and Sala Agreement(the"Agreement")Is made as of November 12,2004. I. Parties And Malling Addressim Sahatore Spiriale,hereloafter called the SELLER, agrees to SELL and Northside Carting, Ine.,hereinafter caped the BUYER or PURCHASER,agrees to BUY,upon the terms hereinafter set fords,the following described premises: All of the land,with buildings thereon,owned by the SELLER now known and membered 1 DIPletro Avenue and 3 Swampscott Road, Salem, Essex County, Massachusetts, and also referred to In the City of Salem Assessor's Map as Lots 552 through 560 inclusive,DiPictro Avenue containing approximatelyveres.. SELLER represents to BUYER that he is the sole owner of the premises—Ann Spinalo,his daceased wife is on the deeds but SELLER has inherited all of her right,title and Interest in the premises. If requested by BUYER,SELLER shall obtain the agreement and signature of the executor or administrator of the estate of Ann Spinale to this Agreement within thirty(30)days of the date of this Agreement SELLER also agrees to execute a Memorandum of We in form suitable for filing by the BUYER,in the registry of deeds upon BUYER's request 2. DesedlWan, The premises aro more fully described in those certain deeds to SELLER dated September 28,2000,recorded with the Essex South Registry of Deeds in Book 384,Pages 73031-73034, 3, Buildings,SSructures,lmpraven encs,Fixnaea. Included in the sale as a part of said premises are the buildings,structures, and improvements now thereon,and the fixtures belonging to the SELLER and used in connection therewith Including,if any,all wall-to-wail carpeting,drapery rods, automatic garage door openers, venetian blinds, window shades, screens, scream floors, storm windows and doors, awnings, shutters, furnaces, heaters, heating equipment,stoves,ranges, oil and gas burners and fixtures appurtenant thereto,hot water heaters, plumbing and bathroom fixtures, garbage disposers, electric and other lighting fixtures, mantels, outside television antennas, fences, gates, trees, shrubs, plants and ONLY IF BUILT M, refrigerators, air conditioning equipment, ventilators, dishwashers,washing machines and dryers;and But excluding Chandellier in living room and refrigerates 4. Title Decd Said promises are to be conveyed by a good and sufficient quitclaim deed running to the BUYER,or to the nominee designed by the BUYER by written notice to the SELLER at least seven(7)days before dee deed is to be dosivetmd as herein provided,and said deed shall convey a good and clear record and marketable title thereto,free from encumbrances,except: _. ...._.__..------(a)—_._.P_rgvisions.ofexistingbuilding.and.zoning.taws..-.__,.__._.__..-,--...-.------------._.._.._.,____...__.—------- E xisting ,._--Existing rights and obligations it party walls which are not the subject of written agreement (c) Such taxes for the then current year as are not due and payable on the date of the delivery of such deed (d) Any liens for municipal betterments assessed after the date of this Agreement (a) do. Condition to Buyer's Obligation to Close, tit, The Buyer's obligation to close is expressly contingent upon'the Buyer or !-J nominee obtaining all permits and approvals for a 400 ton per day solid waste handling facility at 12 Swampscott Road including, without limitation, final site 1- SELLEM,—s1rv �� i X11/19/2009 15:45 9786663986 NORTHSII)E CARTING PAGE 04 assignment, final Authorizations to operate and zoning permits (and all appeals being finally resolved in favor of Buyer) and the conveyance to the Buyer or its nominee by the City of 12 Swampscott Road. If City of Salem does not convey 12 Swampscott Road to Buyer or any aforementioned permits are not obtained on or before April 1,2010 (the "expiration date"),then all of these agreements shall expire and be null and void unless extended by the Buyer. Buyer may extend Us expiration date and this Agreement month to month by delivering to Seller a written notice electing such extension together with payment of an additional five thousand dollar($5000)on or before the expiration date or any extension thereof,in which case the expiration date shalt be extended for such month or months. All extension payments paid by Buyer arc in addition to the Purchase Price. S. flans If said deed refers to a pian necessary to be recorded therewith the SELLER shall deliver such plan with the deed in form adequate for ecording registration A 1ta8Lslered YWe. In addition to the foregoing,if the title to said premises Is registered,said deed shall be in form sufficient to entitle the BUYER to a Certificate of Tide of said pramises, and the SELLER shall deliver with said deed all instnrments, If any, necessary to enable the BUYER to obtain such Certificate of Title. 7, Purchase Prka The agreed purchase price for said premises Is Dollars, of which S 0 have been paid as a deposit this day,and S AINE11111M are w be paid at the time of delivery of the deed in cash, or by certified, cushier's, bas strews or bank eheck(s). S MEWUM TOTAL 8. T nrefor Performance;.Aelivery of Deed. Such deed is to be delivered at ten o'clock A.M.on the 60th day after the conveyance by the City of Salem to Buyer or Buyer's nominee of 12 Swampscott Road, at the Essex South County Registry of Deeds unless otherwise agreed upon in writing. It is agreed that time is of the essence of this Agreement, 9 Possession and ConMenofPtemisas Full possession of said premises fixe of all tenants and occupams, except as herein provided,is to be delivered at the time of the delivery of the deed,said premises to be then(a)is the some condition as they now are,reasonable use and wear thereof excepted, and (b) not In violation of said building and zoning laws,.and (c) In compliance with provisions of any instrument refaned to in clause A hereof. The BUYER shall be entitled personally to inspect said premises prior to the delivery of the deed in order to determine whether the condition thereof complies with the terms of this clause. 19. _ Faitare to'PerfeetTide or Make Prcrinser Conform,ei4 if at the expiration of the extended time the SELLER shall have failed so to remove any defects in title, deliver possession,or make the premises conform,as the case may be, all as herein agreed, or if at any time during the period of this Agreement or any extension thereof,the holder of a mortgage on said premises shall refuse to permit the Insurance proceeds,if any, to be used for such purposes, then any payments made under this Agreement shad be forthwith refunded and all other obligations of the parties hereto shalt cease and this Agreement shall be void without recourse to the pwtics hereto. 12. &ayer's Election to Accept Titles •2• Sts Y;)-4E) } 11/19/2889 15:45 9786863886 NORTFiSIDE CARTING PAGE 85 The BUYER shall have the election,at either the original or any extended time for performance,to accept such title as the SELLER can deliver to the said premises in their then condition and to pay therefore the purchase price without deduction, in which case the SELLER shell convey such title,except that in the event of such conveyance in accord with the provisions of this clause,if the said premises shall have been damaged by fire or casualty insured against,then the SELLER shall,unless the SELLERhas previously restored the premises to their former condition,either (a) Seller shall keep insurance proceeds and deliver said Decd. �I 13. AcceptanceVIDaert 1 The acceptance of a deed by the BUYER or his nominee as the ease may be,shalt be deemed to be a full performance and discharge of every agreement and obligation herein contained or expressed, except such as are,by the terms hereof,to be performed or expressly survive after the delivery of said deed, 14, Use of Manny to Clear 7'1114. To enable the SELLER to make conveyance as herein provided,the SELLER may at the time of delivery of the deed, _use_.the-purchase-money-or_any portion-thereor--to-clear-the-tide-of-anyor-ail-encumbrances-or'interests,provikd—that all instruments so procured are recorded simultaneously with the delivery of said deed,or promptly thereafter,in accordance with customary conveyancing practice. 15. tnsrtrance. Until the delivery of the deed,the SELLER shell maintain insurance on said premises as follows: Type oflnaurance Amount of Coverage Fire and Extended Coverage As currently Insured 16. Adjustments, Collected rents,water and sewer charges (if any)and taxes for the then current fiscal year,shall be apportioned and fuel value shall be adjusted,as of the day of performance or this Agreemem,and the net amount thereof shall be added to or deducted from,as the case may be,the purchase price payable by the BUYER at the thus of delivery of the deed, Uncollected rents for the current rental period shalt be apportioned if and when collected by either party. 17, Adjustment of Unassctsed and Abated Tam if the amount of said taxes is not known at the time of the delivery of the deed,they shalt be apportioned an the basis of the taxes assessed for the preceding fiscal year, with a reapportionment as soon as the new tax rate and valuation can be ascertained; and, if the taxes which are to be apportioned shalt thereafter be reduced by abatoment, the amount of such abatement,less the reasonable cost of obtaining the some,shall be apportioned between the parties,provided that neither party shall be obligated to institute or prosecute proceedings for an abatement unless herein otherwise agreed. ai serviees e€ anA l4e'a99 f5 E=:%) 0; the purchase Prim is fizem ike S91616� ,m- _,, Wi.,only-i€-a � ead veyiOS^t3te preasiges has been eiteeaned and delivered by the SELLER an diaj-roserde4-(er-registefeAr-as the case maybe)- ......... .. .._........ .... _,.. £aeh fi3re ar Wanted beretn, Warmis thm such Broker is duly,:,meson ueb by 4h 3• SELLER BUYE . 1 411/19/2009 15:45 9786863066 NORTHSIDE CARTING PAGE 06 20. Deposit. Intentionally omitted, 21, Bayer's Default;Damages. If the BUYER shall fail to fulfill the BUYER's agreement herein,all deposits made hereunder by the BUYER shall be retained by the SELLER as liquidated damages,which shall be the SELLER's We remedy,at law or in equity. 22. ,Release by Basband or Wye The SELLEWs spouse or her executor,administrator or personal representative hereby agrees to join in said deed and to release and convey all statutory and other rights and interests in said premises. ---- r _& as ' 1, E9 the sfel ns e€tbls --• --- We65 in wphitk- 24. Llabildy of Trustee;Shareholder,Beneficfary,eta If the SELLER or BUYER executes this Agreement in a representative or fiduciary capacity,only the principal or the estate represented shall be bound,and neither the SELLER or BUYER so executing,nor any shareholder or beneficiary of any trost,shall be personally liable for any obligation,express or implied,hereunder. 25. Warranties and Aepraseneatfonx The BUYER acknowledges that the BUYER has not been influenced to enter Into this transaction nor has he relied upon any warranties or representations not set forth or incorporated in this Agreement or previously made in writing, except-fer-the X Mortgage Cont6ngency Clause. intentionally omitted 27. Conswicdon ofAgreentent This Agrect cm;executed in multiple counterparts,is to be construed as a Massachusetts contract,is to take effect as a sealed instrument, sets forth the entire contract between the patties, is binding upon and inuros to the benefit of the parties hereto and their respective heirs,devisees,executors,administrators,successors and assigns,and may be cancelled,modified or amended only by a written instrument executed by both the SELLER and the BUYER. If two or more persons are named herein as BUYER their obligations hereunder shall be joint and several. The captions and marginal notes are used only as a matter of convenience and are not to be considered a part of this Agreement or to be used in determining the intent of the parties to It. -4• SBLLER Bt7Y[s 11/19/2009 15:45 9786863086 NORTHSIDE CARTING PAGE 07 28. LeoditintLaw. The pai-das acknowledge that,under Massachusetts law,whenever a child or children under six years of age resides in any residential premises in which any paint,plaster or other accessible material contains dangerous levels of lead,the owner of said premises must remove or cover said paint,plaster or other material so as to make it inaccessible to children under six yens ofage. 29. Smoke Date tors. "a SELLER shall,at the time of the delivery of the deed,deliver a certificate from the fire department of the city or town in which sold premises are located statins that said premises have been equipped with approved smoke detectors in conformity with applicable law. 30. Additional Provisions. Theinitia9-jidrrs 1—f ani,attached-tereto,.w1ricorporatod-herambyreferentce (A) See Addendum to Purchase and Sale Agreement attached FOR RESIDENTIAL PROPERTYCONSTRUCTBD PRIOR TO 1978, BUYER kVSTALSO HAVE SIGNED LEAD PAINT "PROPA97Y TRANSFER NOTIFICATION CERTIFICATION" NOTICE. Thts is a legal docrnnent ilealcremes brhding ab ' arinac tfact understood,consult an attorney. EL SELLER B R BUYER EXTENSION OF TIME FOR PERFORMANCE Date The time for the performance of the foregoing agreement is extended until o'clock .M.on the_day Of time still being of the essence of this Agreement as extended. In all other respects, this Agreement is hereby ratified and confirmed. This extension,executed in multiple counterparts,is intended to take effect as a sealed instrument. SEW" SELLER BUYER BUYER .9. 421/19/2009 15:45 9786863086 NORTHGIDE CARTING PAGE 08 ADDENDUM TO PURCHASE AND SALE AGREEMENT I DiPietro Avenue,Salem,Massachusetts 1. BUYER's performance hereunder is conditioned upon title to the premises being insurable on a standard ALTA title insurance policy bycompanies licensed to do business in Massachusetts, at normal premium rates, without exception for any matters not expressly permitted hereunder, subject only to the standard printed survey exception (owner's policy only) and real estate taxes exception (excepting only taxes not yet due and payable}, and any exceptions otherwise explicitly described In the Agreement. 2. BUYER and SELLER each represents to the other that it has not used the services of a broker who would be entitled to a commission or any compensation in connection with this transaction and agree to indemnify the other for any breach of such representation. 3- Any notices required to be given hereunder shall be in writing and delivered to hand or by prepaid certified mail, return receipt requested, postage prepaid, and addressed to BUYER and SELLER at the addresses sot forth above, with a copy to dreir counsel at: AIDMM.._.—_.__..._ Coo 1- SELLER'S Counsel: Thomas A.Mackie,Esq. Mackie Sbea O'Brien,PC 420 Boylston Street Suite 504 Boston,MA 02116 4. Pursuant to Title 5 of the State Environmental Code(3 10 CMR 19.301),the on-site waste water system(the"Septic System")which serves the property must be inspected in connection with the transfer of the property. At least ninety days before the Closing Date, SELLER shall provide to BUYER a conformed copy of the "Subsurface Sewage Disposal System Inspection Form" required by said Title-5. Should the form indicate that the Septic System is a "failed system"or a"nonconforming system"as defined by said Title 5,then at BUYER's option,exercised by written notice given within throe (3)days of receiving a copy of the Inspection Form, SELLER shalt bring the system into conformance or this agreement shall be terminated, and 411 deposits made hereunder shall be rafhaded, and this Agreement shall be null and void and without recourse to either party. 5. Simultaneously with the delivery of the deed,SELLER shall execute and deliver, as required:(i) ((Iv)an affidavit, satisfying the requirements of Section 1445 of the Internal Revenue Code andregulations Issued thereunder,which states, under penalty of perjury, the Seller's United States taxpayer identification number, that the Seller is not a. foreign person,and the Seller's address(the"1445 Affidavit");and(v)Internal Revenue Service Form Form WA,with Seller's tax identification number, and so affidavit furnishing the information required for the filing of Form 1099S with the Internal Revenue e d statist,S#fk is not subject to back-up withholding, EL SELLER B YER BUYER -G-