EXHIBIT 10.12
STANDARD FORM
PURCHASE AND SALE AGREEMENT
This 11th day of December 1995
1. PARTIES JAMES LEONARD, TRUSTEE, C.W.B. REALTY TRUST
AND MAILING
ADDRESSES hereinafter called the SELLER, agrees to SELL and
(fill in) BOSTON BIOMEDICA, INC.
hereinafter called the BUYER or PURCHASER, agrees to BUY,
upon the terms hereinafter set forth, the following
described premises:
2. DESCRIPTION 375 West Street, West Bridgewater, MA recorded in the Plymouth
(fill in and include County Registry of Deeds at Book 8406, Page 180 and 80 Manley
title reference) Street, West Bridgewater, MA recorded in the Plymouth County
Registry of Deeds at Book 8406 Page 180
3. BUILDINGS, Included in the sale as a part of said premises are the
STRUCTURES, buildings, structures, and improvements now thereon, and the
IMPROVEMENTS, fixtures belonging to the SELLER and used in connection
FIXTURES 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, 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, refrigerators, air
conditioning equipment, ventilators, dishwashers, washing
machines and dryers; but excluding the inventory equipment,
construction materials, and construction equipment at 80
Manley Street, W. Bridgewater, MA.
4. TITLE DEED Said premises are to be conveyed by a good and sufficient
(fill in) quitclaim deed running to the BUYER, or to the nominee
* Include here by specific designated by the BUYER by written notice to the SELLER at
reference any restric- least seven days before the deed is to be delivered as herein
tions, easements, rights provided, and said deed shall convey a good and clear record
and obligations in party and marketable title thereto, free from encumbrances, except
walls not included in (b) (a) Provisions of existing building and zoning laws;
leases, municipal and (b)
other liens, other encum- (c) Such taxes for the then current year as are not due and
brances, and make pro- payable on the date of the delivery of such deed:
vision to protect (d) Any liens for municipal betterments assessed after the
SELLER against BUYER's date of this agreement;
breach of SELLER's (e) Easements, restrictions and reservations of record, if
covenants in leases, any, so long as the same do not prohibit or materially
where necessary. interfere with the current use of said premises;
5.PLANS 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 recording or registration.
6. REGISTERED
TITLE
7. PURCHASE PRICE The agreed purchase price for said premises is EIGHT HUNDRED
(fill in); space is FIFTY THOUSAND
allowed to write ($850,000.00)----------------------------- dollars, of which
out the amounts $ 10.00 have been paid as a deposit this day and
if desired $
$ 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).
$
$ 849,990.00 TOTAL
COPYRIGHT 1979 1984. 1986. 1987, 1988 [GRAPHIC OMITTED] All rights reserved This form may not be
GREATER BOSTON REAL ESTATE BOARD [Real Estate Logo] copied or reproduced in whole or in part
In any manner whatsoever without the prior
express written consent of the Greater
Boston Real Estate Board.
8. TIME FOR Such deed is to be delivered at 10:00 o'clock AM on the 11th day
PERFORMANCE; of December 1995, at the offices of Brown Rudnick Freed &
DELIVERY OF Gesmer unless otherwise agreed upon in writing. It is agreed
DEED (fill in) that time is of the essence of this agreement.
9. POSSESSION AND Full possession of said premises free of
CONDITION OF all tenants and occupants is to be delivered
PREMISE. at the time of the delivery of the deed,
(attach a list of said premises to be then (a) in the same
exceptions, if any) 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 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. *except Boston Biomedica, Inc., at 375
West Street and CWB Contractors, Inc. at 80 Manley St. West
Bridgewater.
10. EXTENSION TO If the SELLER shall be unable to give title or to make conveyance, or to deliver possession
PERFECT TITLE of the premises, all as herein stipulated, or if at the time of the delivery of the deed the
OR MAKE premises do not conform with all provisions hereof, then the SELLER shall use reasonable
PREMISES efforts to remove any defect in title, or to deliver possession as provided herein, or to
CONFORM make the said premises conform to the provisions hereof, as the case may be, in which event
(Change period of the SELLER shall give written notice thereof to the BUYER at or before the time for
time if desired). performance hereunder, and thereupon the time for performance hereof shall be extended for a
period of thirty days.
11. FAILURE TO If at the expiration of the extended time the SELLER shall have
PERFECT TITLE failed so to remove any defect in title, deliver possession,
OR MAKE or make the premises conform, as the case may be, all as
PREMISES herein agreed, or if at any time during the period of this agreement or
CONFORM,ETC. 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 cease and this agreement shall be void
without recourse to the parties hereto.
12. BUYER's The BUYER shall have the election, at either the original or any
ELECTION TO extended time for performance, to accept such title as the
ACCEPT TITLE 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) pay over or assign to the BUYER, on delivery of the deed,
all amounts recovered or recoverable on account of such
insurance, less any amounts reasonable expended by the
SELLER for any partial restoration, or
(b) if a holder of a mortgage on said premises shall not
permit the insurance proceeds or a part thereof to be used
to restore the said premises to their former condition or
to be so paid over or assigned, give to the BUYER a credit
against the purchase price, on delivery of the deed, equal
to said amounts so recovered or recoverable and retained
by the holder of the said mortgage less any amounts
reasonably expended by the SELLER for any partial
restoration.
13. ACCEPTANCE The acceptance of a deed by the BUYER or his nominee as the case
OF DEED may be, shall 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 after the
delivery of said deed.
14. USE OF To enable the SELLER to make conveyance as herein provided, the
MONEY TO SELLER may, at the time of delivery of the deed, use the purchase
CLEAR TITLE money or any portion thereof to clear the title of any or all
encumbrances or interests, provided that all instruments so
procured are recorded simultaneously with the delivery of said
deed, or to make such reasonable arrangements with all lienholders
of record to clear title.
15. INSURANCE Until the delivery of the deed, the SELLER shall maintain insurance
*Insert amount on said premises as follows:
(list additional Type of Insurance Amount of Coverage
types of insurance
and amounts as agreed) (a) Fire and Extended Coverage $ as currently insured
(b)
16. ADJUSTMENTS Water use charges, and taxes for the then current fiscal year,
(list operating ex- shall be apportioned and fuel value shall be adjusted,
penses, if any, or as of the day of performance of this agreement and the net amount
attach schedule) 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 party.
17. ADJUSTMENT If the amount of said taxes is not known at the time of the
OF UNASSESSED delivery of the deed, they shall be apportioned on the basis of the
AND taxes assessed for the preceding fiscal year, with a
ABATED TAXES reapportionment as soon as the new 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 party shall
be obligated to institute or prosecute proceedings for an abatement
unless herein otherwise agreed.
18. BROKER's FEE THE PARTIES REPRESENT THAT NO BROKERAGE COMMISSION IS DUE UNDER THIS AGREEMENT.
(fill in fee with
dollar amount or
percentage; also
name of Brokerage
firm(s))
19. BROKER(S) WARRANTY
(fill in name)
20. DEPOSIT All deposits made hereunder shall be held in escrow by JAMES M.
(fill in name) BURKE, ESQUIRE as escrow agent subject to the terms of this
agreement and shall be duly accounted for at the time for
performance of this agreement.
21. BUYER's If the BUYER shall fail to fulfill the BUYER's agreements herein,
DEFAULT; all deposits made hereunder by the BUYER shall be retained by the
DAMAGES SELLER as liquidated damages and shall be the SELLER's sole and
exclusive remedy at law and in equity.
22. RELEASE BY
HUSBAND OR
WIFE
23. BROKER AS
PARTY
24. LIABILITY OF If the SELLER or BUYER executes this agreement in a representative
TRUSTEE, or fiduciary capacity, only the principal or estate represented
SHAREHOLDER, shall be bound, and neither the SELLER or BUYER so executing, nor
BENEFICIARY, etc. any shareholder or beneficiary of any trust, shall be personally
liable for any obligation, express or implied, hereunder.
25. WARRANTIES AND The BUYER acknowledges that the BUYER has not been influenced to
REPRESENTATIONS enter into this transaction nor has he relied upon any warranties
(fill in); if none, or representations not set forth or incorporated in this agreement
state "none"; if or previously made in writing except for the following additional
any listed, indicate warranties and representations, if any, made by either the SELLER
by whom each war- or the Broker(s): NONE.
ranty or represen-
tation was made
26. MORTGAGE
CONTINGENCY
CLAUSE
(omit if not
provided for
in Offer to
Purchase)
27. CONSTRUCTION The instrument, executed in multiple counterparts, is to be
OF AGREEMENT construed as a Massachusetts contract, is to take effect as a
sealed instrument, sets forth the entire contract between the
parties, is binding upon and enures 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 mater 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.
28. LEAD PAINT
LAW
29. SMOKE
DETECTORS
30. ADDITIONAL The initialed riders, if any, attached hereto, are incorporated
PROVISIONS herein by reference.
SEE RIDER TO PURCHASE AND SALE AGREEMENT HERETO ANNEXED CONTAINING
PARAGRAPHS 31-40.
FOR RESIDENTIAL PROPERTY CONSTRUCTED PRIOR TO 1978, BUYER MUST ALSO HAVE SIGNED
LEAD PAINT "PROPERTY TRANSFER NOTIFICATION CERTIFICATION"
NOTICE: This is a legal document that creates binding obligations. If not
understood, consult an attorney.
/s/James Leonard Trustee
- -------------------------- -----------------------------
SELLER (or spouse) SELLER JAMES LEONARD, TRUSTEE
C.W.B. REALTY TRUST
- -------------------------- -----------------------------
BUYER BUYER
BOSTON BIOMEDICA, INC.
Broker(s) BY: /s/Richard T. Shumacher, President
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__________________
19 ______ 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
- ----------------------------------- ----------------------------------
SELLER (or spouse) SELLER
- ----------------------------------- ----------------------------------
BUYER BUYER
---------------------------------------------------------------------
Broker(s)
RIDER TO PURCHASE AND SALE AGREEMENT BETWEEN JAMES LEONARD, TRUSTEE, C.W.B.
REALTY TRUST, SELLER, AND BOSTON BIOMEDICA, INC., BUYER, WITH RESPECT TO THE
PREMISES AT 375 WEST STREET, WEST BRIDGEWATER, MA AND 80 MANLEY STREET, WEST
BRIDGEWATER, MA
31. COMPLIANCE WITH TITLE REQUIREMENTS: Without limiting any other provisions of
this Agreement, the Premises shall not be considered to be in compliance with
the provisions of this Agreement with respect to title unless:
(a) All structures and improvements on the Premises, including driveways,
garages, cesspools, leach field, etc. (but not limited thereto) and all means of
access to the premises shall be wholly within the lot lines of said premises and
shall not encroach upon or under any property not within said lot lines;
(b) No building, structure, improvement, way or property of any kind
encroaches upon or under said Premises from any other premises;
(c) Title to said Premises is insurable, for the benefit of Buyer by a
title insurance company in a fee owner's title insurance policy, at normal
applicable premium rates, in the American Land Title Association form currently
in use, subject only to those printed exceptions normally included in said
policy; and
(d) Said Premises abut a public way, duly laid out and/or accepted as
such by the town or city in which said premises are located.
32. HAZARDOUS WASTE:
---------------
(a) The Seller's Lender has had a hazardous waste site inspection and
assessment performed on the Premises by a qualified environmental engineer
indicating that no hazardous waste is present on the premises, a copy of which
report will be furnished to the Buyer.
(b) Buyer agrees that if any additional testing is required by its
lending institution, that it will be done at the Buyer's sole expense. Copies of
all test results will be furnished to the Seller.
(c) Should any evidence of oil, hazardous waste or hazardous materials as
defined by Massachusetts General Law, Chapter 21E, be found in, upon or under
the premises to be purchased then this Agreement shall be null and void and all
deposits returned.
33. NOTICES: All notices under this Agreement shall be in writing and shall be
delivered personally or shall be sent by U.S. Post Office, Express Mail, Federal
Express, return receipt requested, addressed as follows:
TO SELLERS: JAMES LEONARD, TRUSTEE
C.W.B. REALTY TRUST
80 Manley Street
West Bridgewater, MA 02379
With a copy to: JAMES M. BURKE, ESQUIRE
48 North Pearl Street
Brockton, MA 02401
TO BUYER: KEVIN W. QUINLAN, SR. VICE PRESIDENT
CHIEF FINANCIAL OFFICER
BOSTON BIOMEDICA, INC.
375 West Street
West Bridgewater, MA 02379
With a copy to: HOWARD L. LEVIN, ESQUIRE
BROWN RUDNICK FREED & GESMER
ONE FINANCIAL CENTER
BOSTON, MA 02111
34. RIGHT OF ENTRY PRIOR TO CLOSING: Upon reasonable prior notice to the Seller,
the Buyer may, enter and inspect the premises.
35. AFFIDAVITS: Seller agrees to execute at the time of closing customary
affidavits or other documents required by the title insurance company insuring
title to the Premises as may be necessary to delete the standard exceptions for
mechanic's liens, and for claims of tenants. Seller agrees to execute such
affidavits required by Section 1445 of the Internal Revenue Code.
36. SELLER'S REPRESENTATIONS, WARRANTIES AND AGREEMENTS:
36.1 Seller hereby represents, warrants and covenants as follows:
(a) No written notice or written communication, not heretofore
rectified, has been received by Seller (or its management agent) from (A) any
public authority that (i) the Premises are not zoned for their present or
intended use or (ii) there exists with respect to the Premises any condition
which violates any municipal, state or federal law, rule or regulation, or (B)
any insurance carrier of the Premises regarding any dangerous, illegal or other
condition requiring any corrective action;
(b) The Premises are not subject to any service, management or
maintenance contracts and are not the subject of any outstanding agreements with
any party pursuant to which any such party may acquire any interest in the
Premises, other than the right of occupancy as set forth in any lease of a
portion of the Premises;
(c) Seller has received no written notice of taking, condemnation or
assessment, actual or proposed, with respect to the Premises;
(d) Seller has full power and authority to enter into this Agreement and to
carry out the transactions contemplated hereby, and the persons executing this
Agreement on behalf of Seller are duly authorized to execute, on behalf of
Seller, this Agreement, and other instruments or documents reasonably necessary
to effect the transactions contemplated by this Agreement;
(e) Between the date hereof and the Closing Date, Seller shall not sell,
transfer or, convey or further mortgage the Premises, or any part thereof;
(f) There are no assessments for public improvements presently affecting
the Premises of which Seller has knowledge;
(g) All certificates of occupancy required for the lawful operation of the
Premises have been issued and are in full force and effect.
36.2 Except as otherwise herein provided, the representations and warranties
contained in Paragraph 36.1 and elsewhere in this Agreement, refer to the date
of execution of this Agreement except as otherwise therein provided. Seller will
promptly notify Buyer of any change in facts which would make any such
representation or warranty materially untrue if such state of facts had existed
on the date of execution of this Agreement. Unless Buyer waives such changed
facts, (whether or not informed thereof by Seller) or Seller rectified the same
to Buyer's satisfaction, Buyer's sole remedy shall be to terminate this
Agreement and receive back his deposits together with any earnings thereon.
37. ZONING: This Agreement is contingent on the securing of a Special Permit
from the Town of West Bridgewater to allow manufacturing at the property at 80
Manley Street and 375 West Street, West Bridgewater, MA, to which all appeal
periods have expired.
38. MORTGAGE CONTINGENCY CLAUSE: This agreement is contingent upon the Buyer's
securing mortgage financing from Bank of Boston in an amount of $750,000.00.
39. CAPTIONS: The captions in this Agreement are inserted for convenience of
reference only and in no way define, describe or limit the scope or intent of
this Agreement or any of the provisions thereof.
40. MISCELLANEOUS:
The Seller shall, if available, provide to the Buyer a copy of all
existing Title policies including schedule prior to the closing
and agrees to cooperate to the extend possible in the issuance of an owner's
policy of insurance in the Buyer's name at closing.
SELLER: BUYER:
BOSTON BIOMEDICA, INC.
/s/James Leonard, Trustee BY:/s/Richard T. Shumacher, President
- ------------------------- ----------------------------------
JAMES LEONARD, TRUSTEE
C.W.B. REALTY TRUST
QUITCLAIM DEED
JAMES LEONARD, TRUSTEE, C.W.B. REALTY TRUST u/d/t dated March 21, 1988, recorded
at Plymouth County Registry of Deeds at Book 8406, Page 168
of Manley Street, West Bridgewater, Plymouth County, Massachusetts
in consideration of EIGHT HUNDRED FIFTY THOUSAND ($850,000.00) DOLLARS
grants to BOSTON BIOMEDICA, INC., a Massachusetts corporation with a usual place
of business at 375 West Street, West Bridgewater, MA 02379
with quitclaim covenants
the land with buildings thereon located at 375 West Street and 80 Manley Street,
West Bridgewater, Plymouth County, Massachusetts, more particularly described as
follows:
PARCEL I - 375 WEST STREET, WEST BRIDGEWATER, MA
The land in West Bridgewater, Plymouth County, Massachusetts, on the northerly
side of West Street and the westerly side of Manley Street, shown as Lot 1A on a
plan entitled, "Plan of land in West Bridgewater, Mass., owned by C.W.B.
Contractors, Inc., June 11, 1985" said plan being recorded in Plymouth County
Registry of Deeds in Plan Book 26, Page 260.
Being the same premises conveyed by deed dated April 22, 1988 from C.W.B.
Contractors, Inc. and duly recorded with Plymouth County Registry of Deeds at
Book 8406, Page 180.
PARCEL II - 80 MANLEY STREET, WEST BRIDGEWATER, MA
The land in West Bridgewater, Plymouth County, Massachusetts on the northerly
side of West Street and the westerly side of Manley Street as shown as Lot 2A on
a plan entitled, "Plan of Land in West Bridgewater, Mass. owned by C.W.B.
Contractors, Inc., June 11, 1985" said plan being recorded in Plymouth County
Registry of Deeds in Plan Book 26, Page 260.
Being the same premises conveyed by deed dated April 22, 1988 from C.W.B.
Contractors, Inc., and recorded at Plymouth County Registry of Deeds at Book
8406, Page 180.
Executed as a sealed instrument this llth day of December, 1995.
/s/JAMES LEONARD, TRUSTEE
- ------------------------ ---------------------------
JAMES LEONARD, TRUSTEE
C.W.B. REALTY TRUST
COMMONWEALTH OF MASSACHUSETTS
Suffolk, SS December 11, 1995
Then personally appeared the above named JAMES LEONARD, TRUSTEE, C.W.B.
REALTY TRUST, and acknowledged the foregoing instrument to be his free act and
deed, before me,
/s/ Signature Unreadable
------------------------
Notary Public
My commission expires: 3/22/96
RETURN TO:
WARRANTY BILL OF SALE
KNOW ALL MEN BY THESE PRESENTS, that James Leonard, Trustee of C.W.B.
Realty Trust, with a usual place of business at 80 Manley Street, West
Bridgewater, MA, in consideration of the sum of Eight Hundred Fifty Thousand
($850,000.00) Dollars to us paid by Boston Biomedica, Inc., a Massachusetts
Corporation with its usual place of business at 375 West Street, West
Bridgewater, MA, the receipt of which is hereby acknowledged, do hereby grant,
sell, transfer, assign and deliver unto the said Boston Biomedica, Inc., all the
right, title and interest in and to all equipment, fixtures and property used in
connection with the property located at 80 Manley Street and 375 West Street,
West Bridgewater, MA, the Trustee's interest in said property being that of a
100% owner.
To have and to hold all and singular the said goods and chattels unto the
said Boston Biomedica, Inc., their heirs, administrators, successors and assigns
to their own use and behalf forever.
The Trustee hereby warrants that he is the sole and only Trustee of the
Trust and has full power and authority to sign on behalf of the Trust and that
the Trust has good right to sell the same as aforesaid.
Witness my hand and seal this 11 day of December, 1995
/s/Signature Unreadable /s/James Leonard, Trustee
- ----------------------- --------------------------
WITNESS JAMES LEONARD, TRUSTEE
C.W.B. REALTY TRUST