SECOND AMENDED AND RESTATED
PUBLIC OFFERING STATEMENT
(REFLECTING AMENDMENTS THROUGH OCTOBER 12, 2006)
FILED'AND PRESENTED BY:
FULTON SQUARE URBAN RENEWAL, L.L.C.
A New Jersey Limited Liability Company 1260 Stelton Road Piscataway, New Jersey 08854 for 41 Town Homes and 168 Garden Homes located at the intersection of Commercial Avenue and Lawrence Street City of New Brunswick Middlesex County, New Jersey and designated as
FULTON SQUARE CONDOMINIUM
NOTICE TO PURCHASERS
THIS SECOND AMENDED AND RESTATED PUBLIC OFFERING STATEMENT IS FOR INFORMATIONAL PURPOSES ONLY. PURCHASERS SHOULD ASCERTAIN FOR THEMSELVES THAT THE PROPERTY OFFERED MEETS THEIR PERSONAL REQUIREMENTS. THE •NEW JERSEY DIVISION OF CODES AND STANDARDS HAS NEITHER APPROVED NOR DISAPPROVED THE MERITS OF THIS OFFERING. BE SURE TO READ CAREFULLY ALL DOCUMENTS BEFORE YOU SIGN THEM.
EFFECTIVE DATE OF PUBLIC OFFERING STATEMENT: July 26, 2005 REGISTRATION NO.: R-3919
EFFECTIVE DATE OF AMENDED AND RESTATED PUBLIC OFFERING STATEMENT: October 7, 2005
EFFECTIVE DATE OF SECOND AMENDED AND RESTATED PUBLIC OFFERING STATEMENT: October 12,2006
THIS SECOND AMENDED AND RESTATED PUBLIC OFFERING STATEMENT HAS BEEN FILED AND IS PRESENTED PURSUANT TO THE PLANNED REAL. ESTATE DEVELOPMENT FULL DISCLOSURE ACT (N.J.S.A.45:22A-21 ET SEQ.) AND THE RESPECTIVE RULES AND REGULATIONS PROMULGATED THEREUNDER.
Prepared By:
Wendell A. Smith, Esq. Greenbaum, Rowe, Smith & Davis, LLP 99 Wood Avenue South IseFia, New Jersey 08830
795480.01 SECOND AMENDED AND RESTATED PUBLIC OFFERING STATEMENT FOR FULTON SQUARE CONDOMINIUM
Table of Contents Page
1. Introduction ...... I
2. Description of Interest to be Offered ...... 3
3. Description of the Condominium ...... 6
4. Community Information ...... 8
5. Maintenance, Management and Operation of Common Elements and Facilities ...... 9
6. Budget and Common Expenses ...... 10
7. Improvements ...... 12
8. Contracts ...... 12
9. Relationship Between Developer And Managing Agent ...... 12
10. Restrictions on Occupancy, Alienation And Alteration of The Units ...... 13
11. Instruments to Be Delivered to Purchaser ...... 13
12. Monies Paid Prior to Closing ...... 14
13. Easements, Encumbrances and Restrictions ...... 14
14. Natural and Artificial Forces ...... 16 A. Notification Regarding Off-Site Conditions ...... 16 15. ar Real Estate Taxes And Special Assessments ...... 17 1± 16. Settlement Costs and Closing of Title ...... 18
17. Limited Warranty ...... 20
18. Insurance ...... 21
-i- 795460.01 19. Rights and Obligations of Developer ...... 23 A. Unsold Units - Rights Of The Developer To Rent ...... 23 B. Obligation of Developer to Post Fidelity Bond ...... 23
20. Units Acquired by the Association ...... 23
21 Financing And Terms of Purchase ...... 23
22. General...... 24
Exhibits
1 Master Deed for Fulton Square Condominium
A. Legal Description of the Property
B. Filed Condominium Map
C. Architectural Drawings
D. Certificate of Incorporation of Fulton Square Condominium Association, Inc.
E. By-Laws of Fulton Square Condominium Association, Inc.
F. Schedule of Percentage Interest in the Common Elements
2. Forecasted Operating Budget, Accountant's Opinion re: Adequacy of Forecasted Budget; Letter re: Insurance Adequacy
3. Proposed.Management Agreement
4. A. Subscription and Purchase Agreement for Town Home and Market Garden Home
B. Subscription and Purchase Agreement for Low and Moderate Income Garden Home
5. A. Sample Unit Deed for Town Home and Market Garden Home
B. Sample Deed to State Regulated Property Subject to Restrictive Covenant Limiting Conveyance and Mortgage Debt
6. Affidavit of Title
7 Sample Title Policy
8. Escrow Agreement and Down Payment Bond
-ii- 795480.04 9. Affordable Housing Documents
A. Declaration of Covenants, Conditions and Restrictions hnplementing Housing Controls on State Regulated Property for New Units
B. Certificate for Applicant Certified to an Ownership Unit Subject to Affordable Housing Restrictions
C. Recapture Mortgage Note in Connection with Payments of Amounts Due Upon First Non-Exempt Sale After Expiration of Control Period
D. Repayment Mortgage to Secure Payment of Amounts Due Upon First Non- Exempt Sale After Expiration of Control Period
-iii- 795480.01 FOREWORD
ANY PROSPECTIYE PURCHASER WHO ENTERS INTO A PURCHASE AGREEMENT CAN, AS A MATTER OF RIGHT, CANCEL THE AGREEMENT WITHOUT CAUSE BY SENDING OR DELIVERING WRITTEN NOTICE OF THE CANCELLATION TO THE DEVELOPER OR HIS AGENT BY MIDNIGHT OF THE SEVENTH CALENDAR DAY FOLLOWING THE DAY ON WHICH THE AGREEMENT IS EXECUTED. SUCH CANCELLATION SHALL BE WITIIOUT PENALTY AND ALL MONIES PAID SHALL BE PROMPTLY REFUNDED IN THEIR ENTIRETY.
-iv- 795480.01 SECOND AMENDED AND RESTATED PUBLIC OFFERING STATEMENT FOR FULTON SQUARE CONDOMINIUM
1. Introduction
FULTON SQUARE URBAN RENEWAL, L.L.C. (the "Developer"), having an office at 1260 Stelton Road, Piscataway, New Jersey 08854, presents herewith its Second Amended and Restated Public Offering Statement for the establishment of a plan of condominium ownership (the "Plan") with respect to an aggregate of approximately 11.4 acres of land (the "Property") and the development of same for up to two hundred nine (209) residential dwelling units (the "Units"), together with certain other improvements, all being located on Fulton Street, City of New Brunswick, County of Middlesex and State of New Jersey and to be known as "Fulton Square Condominium" (the "Condominium"). The Units will include fifty-seven (57) Units offered pursuant to the Affordable Housing Documents, as hereinafter defined. The legal description of the land is contained in Exhibit "A" of the Master Deed for the Condominium (the "Master Deed"), the form of which is attached hereto as Exhibit 1. The Condominium Map, as filed by the Middlesex County Clerk on December 16, 2005 as Map No. 40, File 1945 graphically depicting the proposed site improvements and buildings as have been or are intended to be constructed appears as Exhibit "B" to the Master Deed. The architectural drawings and floor plans for the Units are appended as Exhibit "C to the Master Deed.
The Planning Board of the City of New Brunswick approved the Preliminary and Final Plan with variances and subdivision on July 9, 2003. An amendment to this approval to increase the number of Units in the Condominium to two hundred nine (209) was approved by the Planning Board on September 13, 2005.
As presently envisioned, there will be one hundred eleven (I11) Market Garden Homes, fifty-seven (57) Low or Moderate Income Garden Homes and forty-one (41) Town Homes within the Condominium, together with certain related improvements. Pursuant to the Affordable Housing requirements of the City of New Bnmswick, certain Units will be designated as Low and Moderate Income Units and their sale or rental will be restricted accordingly. Twenty-eight (28) Units in the Condominium have been designated as Moderate Income Garden Homes or Moderate Income Units and twenty-nine (29) Units have been designated as Low Income Garden Homes or Low Income Units. The purchasers of Low or Moderate Income Units must comply with the tenns of the Declaration of Covenants, Conditions and Restrictions Implementing Affordable Housing Controls on State Regulated Property for New Units and any rules and regulations and future amendments and supplements to same adopted by any govermnental agency with appropriate authority. Each purchaser when he takes title to his Low or Moderate Income Unit from the Developer or another seller must execute (i) the Certificate for Applicant Certified to an Ownership Unit Subject to Affordable Housing Restrictions, (ii) the Recapture Mortgage Note In Connection with Payment of Amounts Due Upon First Non-Exempt Sale After Expiration of Control Period and (iii) the Repayment Mortgage to Secure Payment of Amounts Due Upon First Non-Exempt Sale After Expiration of Control Period. All of the above documents are referred to herein as the "Affordable Housing Documents" and are attached as Exhibits 9A, 9B, 9C and 9D, respectively, to this Plan. The Affordable Housing Documents
795480.01 apply only to Units the Developer designates to be Low or Moderate Income Units. The Association does not monitor, oversee or enforce the terms of the Affordable Housing Documents. Low or Moderate Income Unit purchasers are urged to review the Affordable Housing Documents to be sure they are aware of and understand the rights and obligations set forth in each of them.
In summary form, the Affordable Housing Documents provide, among other things, that Low or Moderate Income Units: (a) are individually designated as being Low or Moderate Income Units which can only be owned and occupied by persons whose income and other factors qualify them to purchase such Low or Moderate Income Units under applicable laws and regulations; (b) cannot be leased to third parties and can only be resold to persons who are qualified to purchase them under applicable laws and regulations; (c) cannot be resold for a price that is greater than such Low or Moderate Income Unit's initial sales price plus any percentage increase in the Consumer Price Index or other index selected by the Affordable Housing Agency measured from the date of the initial transfer of title to such Unit to the present; and (d) any improvements made to a Low or Moderate Income Unit may not be used by an Owner to increase its sales price above the limits explained in (c) above.
The resale price controls and the other terms of the restrictions, covenants and requirements in the Affordable Housing Documents remain in effect on each Low or Moderate Income Unit for a minimum of thirty (30) years from the date of the issuance of the first certificate of occupancy or the date of the first conveyance of title, whichever is later. The initial thirty (30) year term of the restrictions, covenants and requirements imposed on the Low or Moderate Income Units may remain in effect without the consent of such Unit Owners if the City determines that the procedures in the Affordable Housing Documents are followed.
Low or Moderate Income Unit Owners have the same rights, privileges, duties and obligations that all other Unit Owners have. They are entitled to participate fully in the Association's affairs, have equal voting privileges and may serve on its Board of Directors and committees. Any and all assessments imposed by the Association shall be equal for all Low or Moderate Income Units, based on unit type, as described in Section 6 of the Plan. Beginning on the date when the Affordable Housing Documents cease to be applicable to a specific Low or Moderate Income Unit, that such Low or Moderate Income Unit is no longer considered to be a Low or Moderate Income Unit and becomes a Market Unit. The Town Homes, Market Garden Homes and Low or Moderate Income Garden Homes will collectively be referred to as "Units". The open space and the detention basin, as shown on Exhibit "B", will be conveyed to and ultimately operated and maintained by the Fulton Square Condominium Association, Inc. (the "Association") for the use and enjoyment of all Owners and residents. The specific location of these facilities is shown on the Condominium Map, which is Exhibit "B" to the Master Deed.
It is the Developer's present intention to complete construction of all 209 Units in the Condominium by December 2010, subject to market demand.
The creation of the Condominium is govemed by the New Jersey Condominium Act, N.J.S.A. 46:8B-1 et sec . The Planned Real Estate Development Full Disclosure Act, N.J.S.A. 45:22A-21 et sag., and the regulations promulgated thereunder, govern the offering for sale of the Units. The Condominiilm will be established by the recording of the Master Deed in the
-2- 795480.01 Office of the Clerk of Middlesex County. The Master Deed will be recorded prior to the closing of title to the first Unit in the Condominium.
THE DEVELOPER HAS BEEN REPRESENTED BY THE LAW FIRM OF GREENBAUM, ROWE, SMITH & DAVIS, LLP IN THE PREPARATION OF THIS PUBLIC OFFERING STATEMENT. SAID LAW FIRM HAS MADE NO INDEPENDENT INVESTIGATION OR DETERMINATION AS TO THE ACCURACY OF THE FACTS AND STATEMENTS SET FORTH HEREIN, BUT HAS RELIED ON THE REPRESENTATIONS MADE BY THE DEVELOPER AND ITS AGENTS WITH RESPECT TO SAME. ACCORDINGLY, ALTHOUGH SAID LAW FIRM HAS NO SPECIFIC KNOWLEDGE TO THE CONTRARY, IT ASSUMES NO INDEPENDENT RESPONSIBILITY WTfH REGARD TO THE ACCURACY OF SUCH FACTS OR STATEMENTS. IN ADDITION, SAID LAW FIRM HAS RELIED EXCLUSIVELY UPON THE OPINIONS OR CERTIFICATION OF THOSE PERSONS WHO HAVE PREPARED OR APPROVED VARIOUS EXHIBITS TO THIS PUBLIC OFFERING STATEMENT OR THE APPLICATION FOR REGISTRATION AND HAS NOT MADE AN INDEPENDENT JUDGMENT OR EVALUATION OF ANY ASPECTS OF SAME. THEREFORE, IT ALSO ASSUMES NO INDEPENDENT RESPONSIBILITY FOR THE CONTENTS OF ANY SUCH OPINIONS, CERTIFICATIONS OR EXHIBITS.
2. Description of Interest to be Offered
Under the condominium form of ownership, each Owner holds title to a volume of space which has been designated as either a Town Home, a Market Garden Home, or a Low or Moderate Income Garden Home. The interest held by the owner of a Unit in the Condominium ("Owner") consists of two (2) distinct but inseparable interests in real property. One is the sole ownership in fee simple of the Unit itself and the other is the ownership of the Common Elements in common with all of the other Owners. A Unit generally consists of the space bounded by (i) an imaginary plane along and coincident with the underside of the ceiling joists of the Market and Low or Moderate Income Garden Homes (or, for the Town Homes, the underside of the roof sheathing of the Town Homes), (ii) an imaginary plane along and coincident with the unexposed surface of the lowest subfloor for each Unit, regardless of type, (or;-for, the Town Homes, the unexposed, surface of the lowest subfloor) and (iii) an imaginary plane along and coincident with the innermost surfaces of the studding of the perimeter walls of the dwelling. Where the perimeter walls are masonry, block or poured concrete (e.g. in garages or basements), the side is an imaginary plane along and coincident with the innermost surface of such walls. A Town Home includes the area within any garage(s) appurtenant to (i.e. belonging to) a Town Home, the boundaries of such area being defined in the same manner as the residential living space. In addition, all interior stairways and stairwell areas appurtenant to a particular Market Garden Home or Low or Moderate Income Garden Home are considered Limited Common Elements. A more specific delineation of the different types of Units is set forth in Article III of the Master Deed which is Exhibit 1 of this Public Offering Statement.
Although an Owner is subject to certain restrictions on the use of his Unit which are contained in the Master Deed and By-Laws for the Association, he is entitled to the exclusive possession of his Unit and may generally decorate the interior of his Unit as he wishes. In addition, he is responsible for the maintenance of the interior of his Unit as well as its doors,and
-3- 795480.01 windows and must pay the cost of any utilities that are individually metered and serve his dwelling. All Town Homes, Market Garden Homes and Low or Moderate Income Garden Homes shall be built in accordance with the zoning, building and other requirements of the City of New Brunswick.
Despite the foregoing, and the fact that some or part of the Units generally are the responsibility of the individual Owners to maintain, the Association shall be responsible for routine periodic painting of the exterior surface of each Units' main entrance door and the exterior surface of the garage doors. The costs and expenses associated with the Association's discharge of the foregoing responsibility shall be treated as a Common Expense of the Association to be borne by all Owners.
An Owner also owns an undivided proportionate interest in the Common Elements, which consist of all land and improvements outside the boundaries of the Units. The Common Elements shall also include by way of description, but not by way of limitation:
(a) All land described in Exhibit "A" of the Master Deed, whether improved or unimproved, together with all space located outside the Units; and
(b) All private streets, driveways, parking areas, curbs and sidewalks, if any, subject to the easements and provisions set forth in Article VIII of the Master Deed; and
(c) Sewer laterals, conduits, utility lines, the fire suppression system located in the stairwells of the buildings in which the Garden Homes are located, underground sprinkler system, subject to the easements and provisions set forth in Article VIII of the Master Deed; and public connections and meters for gas, electricity, telephone, cable television and water not owned by the public utility or other agencies providing such services; and
(d) Any. easement or other right which may now or hereafter be granted for the benefit of the Owner(s) or others for access to or use of the General or Limited Common Elements outside the Condominium or for any other purpose, including drainage; and
(e) All tangible personal property required exclusively for the operation, maintenance and administration of the Condominium which may be owned by the Association; and
(t) All other facilities or elements of any improvement within the Condominium necessary or convenient to the existence, management, operation, maintenance or safety of the Condominium or normally in common use; and
(g) All common systems and equipment including mechanical, electrical, plumbing, ventilating, sprinkler and fire suppression systems, located in the Buildings in which the Town Homes are located. Under Article IV of the Master Deed, the Common Elements are separated into three (3) categories: (i) General Common Elements which can be broadly described as those which are for the use and benefit of all of the Units, (ii) Limited Common Elements which can be broadly described as those which are for the use and benefit of certain Units to the exclusion of other
-4- 795480.01 Units, such as attics, decks, patios, porches, stoops, landings, balconies, driveways, sidewalks, walkways or stairways serving any Unit to the exclusion of the other Units, and (iii) Reserved Common Elements are those that can be broadly described as any portions of the General Common Elements that the Association may license for the use and enjoyment of one or more Owners to the exclusion of the Owners on either a long or short term basis. All Owners have access to the General Common Elements, while access to the Limited and Reserved Common Elements are restricted to certain Owners. Attic space in the Town Homes is not designed for living space or storage.
All Unit Owners, regardless of Unit type, shall have an undivided percentage interest in the Common Elements. The percentage interest for each Unit shall be equal for each Unit type, which interest has been established by the Developer in its sole discretion and will be expressed as a percentage of the whole in Exhibit "F" to the Master Deed entitled "Schedule of Percentage Interest in the Common Elements." The aggregate percentage interests of all of the Units incorporated within the Condominium by the Master Deed and any supplements and amendments thereto will equal one hundred (100%) percent. The percentages will be rounded to the nearest ten-thousandth to avoid an interminable series of digits. The percentage interest of the Owners in the Common Elements is significant in that it is utilized to allocate among the Owners the casualty insurance proceeds paid for any damage to the Common Elements, if any, as well as those that may result from any condemnation or other disposition of the Common Elements. Additionally, it is utilized to determine the extent of each Owner's common expenses as set forth in the Budget rdhich is Exhibit 2 of this Public Offering Statement.
The ownership of the Common Elements cannot be legally partitioned and thereby transformed from an undivided percentage interest in all of the Common Elements to an exclusive interest in a portion thereof. In addition, the responsibility for the administration, operation and maintenance of the Common Elements lies with the Association, a non-profit corporation of which each Owner is automatically a member upon acquiring title to a Unit.
The interest held by an Owner in the Condominium is similar to many other ownership interests in real property with respect to the rights and obligations which attach thereto. A Unit can be mortgaged provided that the mortgage loan is procured from a bank, insurance company, savings and loan association or other recognized institutional lender. A default under a mortgage encumbering any particular Unit does not affect the other Units. However, Owners may be required to contribute to assessments which are intended to compensate for unpaid common expense assessments for other Units. In addition, an Owner of a Unit will be pennitted to lease his Unit, although there are certain restrictions imposed under Article X of the Master Deed. The rental of Low and Moderate Income Units is restricted by the terms of each Unit Deed for a Low or Moderate hicome Garden Home and the Affordable Housing Documents. An Owner is also responsible for the payment of the real estate taxes which are assessed against his Unit and any improvements therein. The failure of any particular Owner to pay real estate taxes that are due does not result in the imposition of any liability for those taxes on the remaining Owners.
When an Owner sells his interest in his particular Unit, he conveys both his Unit and his undivided interest in the Common Elements. His membership interest in the Association is also transferred at the time of the conveyance.
-5- 795480 01 The principal purpose of this offering is the sale of the Units for residential dwelling purposes with the ordinary concomitants of home ownership, all subject to the unique features of condominium ownership as set forth in detail herein. This offering does not involve: (i) any rental arrangement or other similar service with emphasis on the economic benefits to the Purchaser to be derived from the managerial efforts of the Developer, or a third party designated or arranged for by the Developer, from rental of the Units; or (ii) the offering of participation in a rental pool arrangement; or (iii) the offering of a rental or similar arrangement whereby the Purchaser must hold his Unit available for any part of the year or must use an exclusive rental agent or is otherwise similarly restricted materially in his occupancy or rental of his Unit. The Units are not offered or sold with emphasis on the economic benefits to the Purchaser which may result from capital appreciation or from the managerial efforts of others, nor is it intended that the Public Offering Statement lead a Purchaser to expect profits of any sort from the efforts of the Developer or a third party.
Each prospective purchaser should be aware that, as an Owner, he will be bound by the terms of the Master Deed and By-Laws of the Association and any rules and regulations promulgated or adopted by the Association. The Owner's interest is defined and governed by these documents, as well as the Condominium Act and settled common law principles of property ownership. The Master Deed and its exhibits, together with all other Exhibits annexed hereto, are an integral part of this Public Offering Statement and are incorporated by reference whenever referred to. THE DEVELOPER RECOMMENDS THAT THESE DOCUMENTS BE CAREFULLY EXAMINED BY PROSPECTIVE PURCHASERS AND THEIR LEGAL AND FINANCIAL ADVISORS.
3. Description of the Condominium
The Condominium is located on Fulton Street between Commercial and Remsen Avenues in the City of New Brunswick, Middlesex County, New Jersey. The Condominium will encompass approximately 11.4 acres of land with 209 Units planned to be constructed thereon consisting of one hundred eleven (111) Market Garden Homes and fifty-seven (57) Low or Moderate Income Garden Homes, located within seven (7) Buildings and forty-one (41) Town Homes located within five (5) Buildings. The Property has been consolidated into a single lot designated as Block 296.01, Lot 1.01 on the Tax Map of the City of New Brunswick, Middlesex County, New Jersey.
The Developer reserves the right to offer building types and Unit types to Owners other than those discussed and depicted in this Plan. The Developer can exercise its right by registering an appropriate amendment to the Application for Registration and this Public Offering Statement with the New Jersey Department of Community Affairs. In any event, the Developer will also have to comply with applicable requirements of zoning and land use approvals or regulations governing the Property.
All Units, regardless of type, contain a living room, a dining room, a kitchen and a laundry. A Town Home may be one of the following two-story models: The Chesapeake Town Home (Interior) also includes three bedrooms, two and one-half bathrooms, a one car garage, and an unfinished basement and is approximately 1,654 square feet in area. The Davenport Town Home (End) also includes three bedrooms, two and one-half bathrooms, a one car garage, family room and an unfinished basement and is approximately 1,779 square feet in area. The Berkshire
-6- 795480.01 Market Garden Home also includes three bedrooms, two bathrooms, and a deck and is approximately 1,400 square feet in area. The Allegheny Market Garden Home also includes two bedrooms, two bathrooms, and is approximately 1,195 square feet in area. The Franklin Model (3 ML Moderate Income Home) also includes three bedrooms, one bathroom and a deck and is approximately 1135 square feet in area. The Edinburgh (2 ML Low Income Home) also includes two (2) bedrooms, one bathroom and a deck and is approximately 935 square feet in area.
The areas and dimensions of the Unit model types shown on Exhibit "C" to the Master Deed are only approximations. The actual areas and dimensions may be different as they are subject to field changes and adjustments.
There are planned to be twenty-eight (28) parking spaces which will be driveways adjacent to the garage spaces. Each driveway shall be a Limited Common Element for the use of the Town Home Unit to which it is appurtenant. There will also be three hundred seventy-one (371) outdoor parking spaces, which shall be General Common Elements, for the use of the Owners of the Market Garden Homes and Low or Moderate Income Garden Homes, but not for the use of the general public. However, the Developer reserves the right to assign one or more of such spaces for the use of the individual Units at or prior to the closing of such Unit.
In the Master Deed, the Developer has reserved the right to use one or more Units as models and/or a sales offices until it has sold the last Unit within the fiilly developed Condominium. The Developer may use any Units indicated on the Site Plan as the sales office and models, or it may choose to locate the sales office and models elsewhere within the Property. This reserved right shall continue for so long as the Developer continues to offer Units for sale in the normal course of business.
Each Town Home, each Market Garden Home and each Low or Moderate Income Garden Home will have its own independent heating and air conditioning system. The gas and/or electricity required to operate the heating and air conditioning system will be independently metered and billed to each such Owner and will not be part of the Common Expenses of the Association. Electricity and gas for other purposes, and water and sewer will also be independently metered and billed to each Owner and will not be part of the Common Expenses of the Association. Owners will also pay for their own telephone service. If an Owner wants cable television service, that Owner must pay the connection and subscription cost for his own Unit.
Residents shall be entitled to equal use of common facilities subject to such rules, regulations, limitations and conditions as may from time to time be imposed by the Association acting through its Board of Directors. Owners, other than the Developer, may, by written agreement and upon notice to the Board, delegate their right of enjoyment and use of the parking and other common elements to their permitted lessees. Maintenance, repair, resurfacing and replacement of the private roads, as well as the maintenance and replacement of all shrubbery and lawn areas, shall be the responsibility of the Association.
The Condominium is located in the Sandford Remsen Redevelopment Area and is designated as the R-6A Residential Zone on the City of New Brunswick Zoning Map. The Condominium is intended to be developed in accordance with the criteria applicable to this zone,
-7- 79548001 which permits multi-family mid-rise apartments of a maximum of four stories in height, single- family, two family, townhouses or garden apartment uses.
Adjoining lands to the north are in the R-5 zone, which zone permits single and two family residential use and is currently used for residential purposes. The lands to the west are in the R-4 zone, which permits single family residential uses and is currently used for residential purposes. Lands to the east are in the S-lA, or Special Development, zone and are currently used for commercial purposes. Lands to the east are in the R-6A Residential Zone which is currently used for commercial purposes. Lands to the south are also in the R-6A Residential Zone, which lands are currently used for a Township park and Evergreen/Ehnwood cemetery.
4. Community Information
The Condominium is located on Fulton Street in the City of New Brunswick, Middlesex County, New Jersey. State Highway 18 is located approximately 2 miles from the Condominium.
The nearest NJ Transit Rail Station is approximately 1.5 miles from the Condominium and Newark Liberty Airport is approximately 27 miles from the Condominium.
The New Brunswick Fire Department and EMS headquarters is located approximately 1.2 miles from the Condominium on Joyce Kilmer Avenue. The New Brunswick Police Department is approximately 1.3 miles from the Condominium on Kirkpatrick Street.
Public education for children residing in New Brunswick is provided by the New Brunswick Board of Education. The Board advises that kindergarten through eighth grade students will attend the Livingston School approximately 1 mile from the Condominium on Delavan Street and ninth through twelfth grade students will attend New Brunswick School on Livingston Avenue, approximately 1.6 miles from the Condominium.
Rutgers University is located approximately 3 miles from the Condominium.
Places of worship located in New Brunswick within 3 miles of the Condominium include Metropolitan Community Church on Livingston Avenue, All Saints Episcopal Church on College Avenue, Ascension Lutheran Church on Somerset Avenue, Full Gospels Church of Christ on Throop Avenue and Anshe Emeth Memorial Temple on College Avenue.
Robert Wood Johnson Hospital on Easton Avenue in New Brunswick is within 1.5 miles of the Condominium.
The city hosts a variety of commercial, retai] and dining establishments within 2 miles of the Condominium with the Bnmswick Square Mall on Route 18 in East Bnmswick approximately 4 miles from the Condominium. Major shopping centers for the region within 10 miles are Menlo Park Mall and Woodbridge Center.
There are some major recreational facilities located within 3 miles of the site including Alice Jennings Archibald Park on Van Dyke Avenue featuring 10.5 acres of athletic facilities for baseball, softball, soccer, football, tennis, basketball and handball. Courts and fields are lighted
-8- 795480.01 for nighttime play. This park also includes a playground and picnic pavilion. The 20-acre award winning Boyd Park offers historical views of the Raritan River as well as New Brunswick's skyline via a'/< mile long walking path with lights along the Raritan River.
Pursuant to the Municipal Services Act, the City of New Brunswick will provide snow removal services on completed roadways in the Condominium, as and when the City provides these services on public roads and streets. Electricity for street lighting will be paid by the City directly to PSE&G.
Prospective purchasers should refer to Section 6 of this Public Offering Statement for a more detailed discussion of Common Expenses and should examine the Association's Forecasted Operating Budget that appears as part of Exhibit 2 of this Public Offering Statement.
5. Maintenance. Management and Operation of Common Elements and Facilities
Upon conveyance of title to the Unit, each purchaser of a Unit automatically becomes a member of the Association, a non-profit corporation which has been created under Title 15A of the New Jersey Statutes. In addition, the Developer has one membership in the Association for each existing or proposed Unit which has not been initially conveyed to a purchaser. The Association is charged with the responsibility for the maintenance, management and operation of the Common Elements.
The management of the Condominium affairs and business of the Association is the responsibility of the Board of Directors of the Association. The Board of Directors is empowered by the terms of the By-Laws to employ any person, firm or corporation to assist it in the performance of its duties. As long as the Developer is in control of the Board, it plans to enter into a contract on behalf of the Association with a management company to provide for the discharge of such administrative duties as the letting of maintenance contracts, collecting of Common Expense Assessments, day-to-day maintenance of the Property, and bookkeeping and secretarial services to the Association through its management company. The maintenance and management of the Common Elements will be the responsibility of the Association through its Management Company. The Association shall also have the right to make remedial repairs on behalf of the Owners who fail to maintain their Units and any improvements thereto as set forth in Article VII of the Master Deed. Sections 8 and 9 of this Public Offering Statement provide further information regarding these arrangements for management and maintenance.
The Board of Directors will ultimately consist of five (5) Owners to be elected by the Owners, as provided by Article IV of the By-Laws. Until the First Transition Election, as hereinafter defined, and thereafter until their successors shall have been elected and qualified, the Board shall consist of three (3) persons designated by the Developer, none of whom need be Owners and each of whom shall serve until the first annual or special meeting of the Members. Thereafter, the Board shall consist of five (5) Directors (referred to as Directors A, B, C, D, and E). Within thirty (30) calendar days after the Owners other than Developer own fifty-thred (53) Units (twenty-five (25%) percent of the total Units contemplated for the Condominium), the President shall call and give not less than twenty (20) nor more than thirty (30) calendar days notice of the first annual meeting of the Members of the Association (the "First Transition Election"). At such meeting, all Owners other than Developer shall be entitled to vote for and elect Directors A and B and Developer shall have the right to appoint Directors C, D and E.
-9- 795480.01 Thereafter, and withitn sixty (60) cal®ndar days afiter Owners other than Developer own one hundred fifty-nine (159) Units (seventy-five (75%) percent of the total Units contemplated for the Condominium), the President shall call and give not less than twenty (20) nor more than thirty (30) calendar days notice of a special meeting of the Directors of the Association (the "Second Transition Election"). At such special meeting all Owners other than Developer shall be entitled to vote for Directors A, B, C, D and E, except that Developer shall be entitled to appoint Director E for so long as Developer owns one or more Units and holds same for sale in the ordinary course of business.
The Board of Directors may establish an Architectural Review Committee to enforce the Architectural Restrictions adopted by the Board, as farther discussed in Article XV of the By- Laws.
Subject to the Master Deed, the Association may do all it is legally entitled to do under the laws applicable to its form of organization. The Association shall discharge its powers in a manner that protects and furthers the health, safety and general welfare of the residents of the Condominium. The Association shall provide a fair and efficient procedure for the resolution of disputes between individual Owners and the Association, and between different Owners, that shall be readily available as an alternative to litigation.
6. BudQet and Common Exnenses
Pursuant to Article VII of its By-Laws, the Association is obligated to prepare an annual budget which reflects the anticipated Common Expenses for the ensuing fiscal year. Common Expenses include, but are not limited to, the estimated costs for the operation, repair and maintenance of the Common Elements, the estimated costs for the operation of the Association and amounts which are to be placed in separate accounts as reserves for deferred maintenance, replacement, and capital improvements of the Common Elements, if any. The estimated annual budget for the Condominium based on full occupancy and prevailing costs for 2006 is included herein as Exhibit 2. Included with the estimated budget is an estimate of the initial annual Common Expense assessments to be levied against the Units. The Assessment paid by the owners of the Units will be calculated based on the percentage interest in the Common Elements, which is generally based on the size and type of the Unit.
The funds necessary to meet the Common Expenses contemplated by the budget are acquired by the Association through the assessment of an annual charge (the "Common Expense Assessment") which is permitted to be paid by each Owner in monthly installments for so long as there are no delinquent payments. The Common Expense Assessment borne by each Unit is based on the Common Expenses, both General and Limited, contemplated under the annual budget, and the allocation of the Common Expenses among'Ehe Units has been established by the Developer in its sole and absolute discretion, as provided in the Master Deed and By-Laws. It shall be an affirmative and perpetual obligation of the Board to fix Common Expense Assessments in an amount at least sufficient to maintain and operate the Common Elements as contemplated by the Master Deed or By-Laws and as required by the Condominium Act. Subject to the provisions of Section 7.02 of the Master Deed, the amount of monies for Common Expenses and Limited Common Expenses of the Association deemed necessary by the Board and the manner of expenditure thereof shall be a matter for the sole discretion of the Board. Annual Common Expense Assessments shall be made for an annual period to be determined by
-10- 795480.01 the Board, and shall be payable in advance in monthly installments or in such other instalhnents as be established by the Board.
While the Developer maintains a majority of representation on the Board of Directors, it shall post a fidelity bond or other guarantee acceptable to the New Jersey Department of Community Affairs in an amount equal to the annual budget. For the second and succeeding years, the bond or other guarantee shall include accumulated reserves.
If the costs incurred by the Association for any particular year exceed those which are estimated, the Board can impose a special assessment to cover the deficiency. In addition, the Board is empowered under the terms of Article VI of the Master Deed to levy a special assessment to defray the cost of any emergency or other repair, replacement or improvement of the Common Elements. Any repair, replacement or improvement which is not of an emergency nature and which costs more than $10,000.00, adjusted for increases in the Consumer Price Index, must be approved by two-thirds of the Owners. An expenditure for repair, replacement or improvement of the Common Elements is assessed against the Unit Owners who are benefitted by the assessment in the same proportion as other Common Expense Assessments.
The regular assessments and special assessments are personal obligations of each Owner under the terms of the Master Deed. Payment of these charges is secured by a continuous lien which is placed on each Unit. If any assessment is not paid by an Owner, the Board can accelerate the outstanding assessments and institute a lawsuit to foreclose the lien upon the Unit. The Association can also file a lawsuit against a delinquent Owner to compel the payment of any unsatisfied regular or special assessments.
The Developer has reserved the right, while it controls the Association, to subsidize any deficit in the operating expenses of the Association, which subsidy may be terminated unilaterally by the Developer at any time. The Developer hereby represents that in the event such subsidy is undertaken, it is the Developer's intent to subsidize budget deficits which are beyond the Developer's control and not for the purpose of artificially reducing common expenses payable by Owners, other than the Developer, during the period of the Developer's control of the Board of Directors.
The Budget is not intended and should not be taken to constitute a guarantee by anyone that Common Expenses or other income or expenses for the first or succeeding fiscal years of operation of the Association will be as set forth in the Budget and it is likely that actual Common Expenses, other income and expenses will vary from the amounts shown. The Developer has not. undertaken to guarantee the amount of Common Expenses payable by Owners or to assess responsibility for any increase in the amounts as presently projected. The Developer's sole liability in respect to Common Expenses will be to pay the pro-rated amounts assessed against completed Units owned by the Developer, for which a Certificate of Occupancy has been issued, if any.
The Low and Moderate Income Units are being constructed as part of the obligation of City of New Brunswick to create affordable housing opportunities pursuant to the decisions of the New Jersey Supreme Court and the regulations and requirements of the New Jersey Council on Affordable Housing. The Low and Moderate Income Units are restricted so as (i) to place maximum limits upon the total income which owners of these Low and Moderate Income Units
-11- 795480.01 can have and (ii) to impose a maximum upon the total payments which the owners of these Low and Moderate Income Units must pay towards their "housing costs".
While the Developer maintains a majority of the Board, it shall make no additions, alterations, improvements or purchases not contemplated by this Public Offering Statement which would necessitate a special assessment or a substantial increase in the installments of the Common Expense Assessments unless required by a governmental agency, title insurance company, mortgage lender, or in the event of an emergency.
While the Developer maintains a majority of the Board, it shall have an annual audit of Association funds prepared by an independent accountant, a copy of which shall be delivered to each Owner within ninety (90) days after the expiration of the fiscal year of the Association. The audit shall cover the operating budget and reserve accounts.
7. Improvements
As of the date of this Public Offering Statement, the Developer does not contemplate any further improvements to the Condominium other than the private streets, driveways, parking areas, curbs and sidewalks, sewer laterals, detention basin, utility lines and fire suppression system, as shown on the Condominium Map which appears as Exhibit "B" to the Master Deed.
8. Contracts
The Developer contemplates causing the Association to enter into a management agreement ("Agreement" or "Management Agreement") appointing Midlantic Property Management, Inc. as the independent managing agent for the Condominium for an initial term of one year. A copy of the proposed Management Agreement appears as Exhibit 3 of this Public Offering Statement. The management fee relative to management services is included in the Association budget which is Exhibit 2 hereof. Proposals regarding such other proposed agreements are summarized in the footnotes to the proposed Association budget that appears as Exhibit 2 of this Public Offering Statement.
Any contract or agreement affecting the use, maintenance, management or access of the Common Elements entered into by the Developer and itself or a company owned, operated or controlled by it or which it has a fmancial interest, prior to the Owners being entitled to elect a majority of the Directors of the Board, shall not be entered into for a period in excess of one (1) year. Further, such contracts or agreements shall not be renewed for periods in excess of one (1) year and the Association may, at the expiration of any one (1) year period, terminate any further renewals or extensions thereof.
There are presently no other service contracts, leases or other contracts or agreements affecting the use, maintenance or access of any or all of the common elements that will be binding upon the Association once the Plan becomes effective.
9. Relationship Between Developer And Manaeina Aeent
There is no relationship between the Developer and the managing agent.
-12- 795480.01 10. Restrictious on Occunancy. Alienation And Alteration of The Units
Under Article X of the Master Deed, certain restrictions are imposed upon the occupancy, right to transfer, and right to alter the Units. These restrictions place limits on such things as keeping pets, dumping waste, erecting fences, installing swimming pools and making structural alterations to a Unit. The examples set forth herein are general and incomplete, and each prospective purchaser should refer to Article X of the Master Deed and familiarize himself thoroughly with the restrictions before purchasing a Unit.
Twenty-eight (28) of the Units have been designated as Moderate Income Units and twenty-nine (29) of the Units have been designated as Low Income Units, both of which are available for purchase by qualified households. Since the Affordable Housing Documents imposes significant controls and restrictions on Low and Moderate Income Units, including controls and restrictions regarding occupancy, availability for sale and permissible selling prices, and the resale of Low and Moderate Income Units and permissible resale prices, the Developer strongly recommends that any prospective purchaser of a Low or Moderate Income Unit become fully familiar with the terms of the Affordable Housing Documents before entering into a Subscription and Purchase Agreement to purchase a Low or Moderate Income Unit. The foregoing is merely a summary of some of the salient features of the Affordable Housing Documents.
11. Instruments to Be Delivered to Purchaser
The Developer and each purchaser of a Unit will execute a Subscription and Purchase Agreement, a copy of which is attached hereto and made a part hereof as Exhibit 4A. A copy of the Deed which each Owner is required to sign at closing to evidence his interest in the Unit is included as Exhibit 5 to this Public Offering Statement. A copy of the Affidavit of Title which the Developer will execute is Exhibit 6 to this Public Offering Statement. No membership certificates in the Association will be delivered.
Purchasers of Low and Moderate Income Units will be required to be prequalified by the Developer, or any governmental agency which undertakes this function. Such purchasers will be required to provide information required by the City and to complete its application forms. Prospective purchasers should contact the Affordable Housing Agency of the City of New Brunswick directly to obtain the required forms as well as detailed information on the qualification process.
A copy of the Subscription and Purchase Agreement for the Low and Moderate Income Units is attached hereto and made a part hereof as Exhibit 4B and will be executed by the Developer and each purchaser for the purchase of a Low and Moderate Income Units. At closing, the Deed to State Regulated Property Subject to Restrictive Covenants Limiting Conveyance and Mortgage Debt in the form attached hereto as Exhibit 5B will be delivered to each Low and Moderate Income Unit Owner. Each purchaser of a Low and Moderate Income Unit shall be required to execute (a) the Certificate for Applicant Certified to an Ownership Unit subject to Affordable Housing Restrictions, (b) the Recapture Mortgage Note in Connection with Payments of Amounts Due Upon First Non-Exempt Sale After Expiration of Control Period and (c) the Repayment Mortgage to Secure Payment of Amounts Due Upon First Non-Exempt Sale
-13- 795480.01 After Expiration of Control Period, copies of which are appended hereto as Exhibits 9B, 9C and 9D, respectively. No membership certificate in the Association will be delivered.
12. Monies Paid Prior to Closing
All deposits, down payments or other funds paid by the Purchaser to the Developer in advance of closing shall be held in escrow by Stelton Title Agency, LLC, 83 Morris Street, New Brunswick, New Jersey 08901 (Escrow Agent"), in a non-interest bearing account entitled "Stelton Title Agency, L.L.C., Escrow Account" until closing of title or the termination of the Subscription and Purchase Agreement. Michael Huddleston, Managing Member of the Escrow Agent, is responsible for the escrow account. In no event will deposit monies be released from escrow until the expiration of the seven (7) day rescission period provided by the Subscription and Purchase Agreement. Any interest earned on deposit monies in the trust shall be paid to the Developer regardless of whether title closes or the Developer is required to return the deposit monies to the purchaser. The Developer has posted a bond acceptable to the Division of Codes and Standards, Bureau of Homeowners Protection of the New Jersey Department of Community Affairs to insure the return of all deposit monies to a prospective purchaser. Upon the approval or acceptance of the Subscription and Purchase Agreement, the deposit monies need not be held in escrow, but may be utilized by the Developer as it sees fit. A copy of the Escrow Agreement, including the Down Payment Bond, is appended hereto as Exlubit 8.
13. Easements, Encumbrances and Restrictions
The Condominium is subject to the following encumbrances, easements, and restrictions:
1. The easements, tenns, restrictions and conditions contained in the Master Deed for Fulton Square Condominium, and its exhibits including, without limitation, the By- Laws of Fulton Square Condominium Association, Inc., to be recorded in the Office of the Clerk of Middlesex County prior to the initial conveyance of title to a Unit, all as may lawfiffiy be amended in the future.
2. Any facts that an accurate survey or an accurate title search may reveal and the exceptions contained in the sample Owner's fee title insurance policy contained in Exhibit 6 to this Public Offering Statement.
3. The zoning ordinances of the City of New Brunswick as same may now or hereafter be amended.
4. From and after recording of the Master Deed, each Unit will be subject to the lien for Common Expense Assessments made against the Owner.
5. Water Main Easement to the City of New Brunswick recorded in the Middlesex County Clerk's Office on October 11, 1946 in Deed Book 1322 at Page 380.
6. Right of Way and Easement Agreement to the Township of North Brunswick recorded in the Middlesex County Clerk's Office on March 11, 1959 in Deed Book 2081 at Page 252.
-14- 795480 01 7. Right of Way and Easement Agreement to the Township of North Brunswick recorded in the Middlesex County Clerk's Office in Deed Book 2120 at Page 206.
8. Utility Agreement to Public Service Electric and Gas Company and New Jersey Bell Telephone Company recorded in the Middlesex County Clerk's Office in Deed Book 2410 at Page 59.
9. Utility Agreement to Public Service Electric and Gas Company and New Jersey Bell Telephone Company recorded in the Middlesex County Clerk's Office on November 4, 1963 in Deed Book 2438 at Page 793.
10. Utility Easement to Public Service Electric and Gas Company recorded in the Middlesex County Clerk's Office on May 18, 1964 in Deed Book 2458 at Page 403.
11. Utility Easement to Public Service Electric and Gas Company and New Jersey Bell Telephone Company recorded in the Middlesex County Clerk's Office in Deed Book 2524 at Page 448.
12. Utility Easement to Public Service Electric and Gas Company and New Jersey Bell Telephone Company recorded in the Middlesex County Clerk's Office in Deed Book 2539 at Page 36.
13. Utility Easement to Public Service Electric and Gas Company recorded on November 20, 1968 in the Middlesex County Clerk's Office in Deed Book 2642 at Page 327.
14. Tenns, Conditions, Easements, Rights and Reservations recorded in the Middlesex County Clerk's office on September 9, 1988 in Deed Book 3734 at Page 104.
15. Deed Modifying Easement recorded in the Middlesex County Clerk's Office on July 12, 1985 in Deed Book 3793 at Page 482.
16. Restrictions recorded in the Middlesex County Clerk's Office on June 24, 1893 in Deed Book 260 at Page 86.
17. Utility Easement to Public Service Electric and Gas Company recorded in the Middlesex County Clerk's Office in Deed Book 1421 at Page 523.
18. Covenants, Conditions, Restrictions and Reservations recorded in the Middlesex County Clerk's Office (i) on January 15, 1986 in Deed Book 3490 at Page 255 and (ii) on July 6, 2004 in Deed Book 5346 at Page 734 (Tracts III and IV).
19. Terms, Conditions, Easements, Rights and Reservations recorded in the Middlesex County Clerk's Office in (i) Deed Book 3665 at Page 328 and (ii) Deed Book 5448 at Page 458.
20. Stormwater Maintenance Agreement recorded in the Middlesex County Clerks Office on May 24, 2004 in Deed Book 5318 at Page 672.
-15- 795480.01 21. The Affordable Housing Documents and any applicable regulations for the 57 Low and Moderate Income Units.
The Property is presently encumbered by a mortgage from the Developer to Amboy National Bank dated April 14, 2005 and recorded in the Middlesex County Clerk's Office on April 19, 2005 in Book 10552 at Page 181 in the amount of $18,488,300.00. This Mortgage was amended by a First Spreader Agreement of Mortgage and Security Agreement dated August 16, 2005 and recorded in the Middlesex County Clerk's Office on September 5, 2005 in Book 10912 at Page 361. Article VII of the Loan Agreement, executed by the parties on April 14, 2005, provides for the release of an individual Unit from the lien of the Mortgage upon payment to the Lender of $40,279 for each of the Garden Units and $52,129 for each of the Townhome Units, plus $50 per release. In instances when construction funds have been advanced, the Developer shall also pay 100% of all construction funds advanced on a per Unit basis.
Under the terms of the Subscription and Purchase Agreement, the Developer is obligated to deliver title to Units to the purchasers thereof free and clear of the lien of any mortgage encumbering the Condominium, and will deliver releases from any mortgages in recordable form, in connection with the closing of title to a Unit. In the event the Developer fails to deliver releases of any mortgages, the Developer will be in default of its obligations as to the quality of title required by the Subscription and Purchase Agreement to be delivered on the closing date, entitling the purchaser to rescind the Subscription and Purchase Agreement, receive a return of all deposit monies previously paid, together with the costs of survey and title inspection actually incurred by the purchaser, and such other and further rights as may be available to the purchaser pursuant to the law of contracts.
Under Article VIII of the Master Deed, certain easements are granted to the Owners, the Association, the City of New Brunswick, and the Developer over and through the Common Elements and the Units. Said Master Deed prohibits, among other things, the erecting of sheds and greenhouses within the Condominium, the installation of fences or the planting of trees. Each prospective purchaser should examine the Master Deed for specific descriptions of these easements and familiarize himself thoroughly with them before purchasing a Unit.
14. Natural and Artificial Forces
To the best of the Developer's knowledge, information and belief, there are no legal or physical impediments to the access to the premises nor are there any natural or artificial adverse conditions affecting the premises other than those stated herein. The property is not within a flood hazard area as identified by The Federal Emergency Management Agency. The recycling area is centrally located on the property and its location may result in the existence of noise and vermin common in areas of this type. Phase I Environmental Assessments have been conducted on the property, copies of which are available for review in the Developer's sales office.
A. Notification Reeardine Off-Site Conditions
Pursuant to the "New Residential Construction Off-Site Conditions Disclosure Act," P.L. 1995, c. 253, (C. 46:3C-1 et se ), sellers of newly constructed residential real estate are nequired to notify purchasers of the availability of lists disclosing the existence and location of off-site conditions which may affect the value of the residential real estate being sold. The lists are to be
-16- 795480.01 made available by the municipal clerk of the municipality within which the residential real estate is located and in other municipalities which are within one-half mile of the residential real estate. The address(es) and telephone number(s) of the municipalities relevant to this project and the appropriate municipal offices where the lists are made available are listed below. Purchasers are encouraged to exercise all due diligence in order to obtain any additional or more recent information that they believe may be relevant to their decision to purchase the residential real estate. Purchasers are also encouraged to undertake an independent examination of the general area within which the residential real estate is located in order to become familiar with any and all conditions which may affect the value of the residential real estate.
Under this Act, the Purchaser has five (5) business days from the date the Contract for Sale is executed by the Purchaser and the Seller to send notice of cancellation of the said Contract to the Seller. The notice of cancellation shall be sent by certified mail. The cancellation will be effective upon the notice of cancellation being mailed. If the Purchaser does not send a notice of cancellation to the Seller in the time or manner described above, the Purchaser will lose the right to cancel said Contract as provided in this notice.
Nothing contained in this Notification shall alter the Seller's disclosure obligations pursuant to the Planned Real Estate Development Full Disclosure Act, N.J.S.A. 45:22A-21 et sec., nor diminish the Purchaser's rights and remedies pursuant to same, including any other cancellation rights under the Contract for Sale.
MUNICIPALITY: City of New Brunswick, Middlesex County ADDRESS: 78 Bayard Street New Brunswick, New Jersey 08901 TELEPHONE NUMBER: 732-745-5040
15. Real Estate Taxes And Special Assessments
The equalized ratios of assessed valuation to true valuation and the tax rates for 2005 and the two (2) years preceding were:
Tax Rate Per Hundred Dollars Year Of Assessed Value Tax Ratio
2005 $4.050 45.97% 2004 $3.970 53.07% 2003 $3.750 65.34%
Commencing with the date on which the Master Deed is recorded, each Unit is subject to being separately assessed for local real estate taxes and the liability of each Owner for the tax assessed against his Unit and any dwelling and other improvements constructed thereon will be independent of the liability of the other Owners.
Until such time as the municipality assesses each Unit separately, the real estate taxes assessed against one property will be payable by Unit Owners in direct proportion to their respective percentage interests in the Common Elements appurtenant to the Units. The
-17- 795480.01 individual real estate tax liability for each Unit as aforesaid will be calculated by the Association and bills for the respective tax liabilities shall be sent to the Owners by the Association. The Developer has estimated the real estate taxes to be initially assessed against the Units as follows:
UNIT TYPE INITIAL ESTIMATED ESTIMATED AVERAGESALES ANNUAL REAL MONTHLY REAL PRICE ESTATE TAX ESTATE TAX
Town Home $325,000.00 $6,051.00 $403.00 Market Garden $217,500.00 $4,049.00 $337.00 Home Moderate Income $142,048.00 $2,645.00 $220.00 Unit Low Income Unit $103,419.00 $1,925.00 $160.00
These figures were computed by multiplying the estimated initial average purchase price of each Unit type by the 2005 ratio of assessed value to true value utilized by the City of New Brunswick (45.97%) and then applying to that sum the 2005 tax rate of the City ($4.050 per $100 of assessed value). THESE ARE ONLY ESTIMATES AND ARE NOT GUARANTEED BY THE DEVELOPER. ACTUAL TAXES MAY BE HIGHER OR LOWER. Each prospective purchaser should make independent inquiry with the tax assessor of the City of New Brunswick as to what the potential real estate taxes for a particular Unit might be once separate assessment takes place.
There are no existing or proposed special taxes or assessments of which the Developer is aware and for which a. prospective purchaser would be responsible for payment. No representation is made, however, as to special taxes or assessments which may be assessed by the City of New Brunswick in the future. The Developer shall be responsible for (a) any municipal improvement completed prior to the date of the closing of title for a Unit and for which there is an unconfinned municipal assessment outstanding against the Condominium; and (b) any municipal improvement which has been completed as of the date of the closing of title for a particular Unit which has not yet been confirmed but for which there will be a future assessment against the Condominium. A purchaser of a Unit shall be responsible for a municipal improvement which has not been completed as of the date of closing and which is not taken into account by the Developer and the purchaser at the time they enter into a Subscription and Purchase Agreement.
16. Settlement Costs and Closing of Title
A. Good and marketable title to each Unit and its appurtenant interest in the Common Elements, insurable at regular rates, will be conveyed to each Purchaser by bargain and sale deed with covenant against grantor's acts free and clear of all liens and encumbrances other than:
-18- 795480.01 (1) Zoning regulations and ordinances of the City of New Brunswick, and any amendments thereto now or hereafter adopted;
(2) Easements, covenants, restrictions, reservations, agreements and other matters contained, incorporated by reference, or referred to in this Public Offering Statement, the Master Deed, or any Exhibits thereto;
(3) Any state of facts which would be shown by an accurate survey so long as same do not render title unmarketable or uninsurable at regular rates;
(4) Those exceptions contained in the Sample Policy of Title Insurance issued by General Land Abstract Company, as agent for First American Title Insurance Company, that appears as Exhibit 6 of this Public Offering Statement; and
(5) Possible additional taxes assessed or levied under N.J.S.A. 54:4-63.1 et seq. (added assessment for additions or improvements to a structure during the current tax year).
B. The estimated closing and related costs to be borne by each Purchaser of a Unit will include, but not necessarily be limited to:
(1) The costs for recording the deed to the Unit;
(2) Mortgage closing costs, if applicable, which shall include, but not necessarily be limited to, the following:
(a) The mortgagee's application fee, which is a non-refundable fee that must usually be paid at the time the mortgage application is submitted;
(b) The review fee of mortgagee's counsel;
(c) . The mortgage recording fee;
(d) Pro-rata interest on such mortgage loan from the date^of closing of title to the Unit to the date of the first regular monthly principal and interest payment;
(e) A deposit to establish an escrow account, if applicable, for the payment of annual real estate taxes which have been or will be assessed against his Unit;
(f) The cost of private mortgage insurance, if any, due upon closing of title;
(g) Such other processing fees, origination fees, administrative fees, etc. as may be required by a mortgagee, including, but not limited to, appraisal fees, etc.;
(h) The cost of a mortgagee's policy of title insurance, including all premiums, search fees, settlement charges, etc. in connection with same; and
(i) Flood insurance, if required by a lender.
-19- 795480.01 (3) The fees and expenses of his own attomey, if any;
(4) A pro rata share of the Common Expense Assessment attributable to the Unit adjusted from the closing date to the first day of the next month;
(5) A non-refundable contribution to capital in an amount equal to three (3) months Common Expense Assessment attributable to the Unit upon acquisition of title from the Developer, which fee may be used for working capital or any other lawful purpose;
(6) The cost for a survey certification if same is required by the Purchaser, his title company or his mortgagee; and
(7) A Unit purchaser may obtain, at his own expense, a policy of title insurance for his Unit. A specimen copy of a commitment for such fee policy available from General Land Abstract Company, as agent for First American Title Insurance Company, appears as Exhibit 6 to this Public Offering Statement.
The Developer is presently marketing the Units on its own behalf and has not designated or authorized any outside real estate broker or salesperson to act as sales agent. The Developer will be responsible for fees or commissions of a broker or salesperson only if the Developer expressly retains the broker or salesperson as sales agent to conduct promotional activities on the Developer's behalf. In the event any act by a Purchaser gives rise to a claim of broker's fees or commissions due to any real estate broker or salesperson other than a sales agent expressly retained by the Developer, such claim shall be the sole responsibility of the Purchaser.
None of the foregoing closing costs will be paid by Developer.
17. Limited Warranty
The Developer warrants the construction of the Unit as follows:
(1) In accordance with the provisions of the New Jersey New Home Warninty and Builders' Registration Act(N . J.S.A. 46:3B-1 et sec.), Developer shall enroll each Unit, at or prior to closing, in an approved warranty security plan and shall pay all requisite fees/premiums for such enrollment and coverage; provided, however, any deductibles for such warranty coverage shall be the obligation of the Purchaser. The Developer warrants the construction of the Property in accordanc.e with the provisions of the Limited Warranty Program issued by Residential Warranty Corporation.
(2) Developer warrants that any outbuildings, driveways, walkways, patios, retaining walls and fences installed by the Developer will be free from substantial defects due to material and workmanship for a period of one year from the date of closing or the date of possession, whichever first occurs.
(3) Developer also warrants that all drainage is proper and adequate and all off-site improvements installed by the Developer in constructing the Condominium, if any, will
-20- 795480.0] be free from defects due to faulty materials or workmanship for one (1) year from the date of construction of the improvements.
(4) Developer also warrants that all Units are fit for their intended use.
(5) Developer also warrants that the common areas and the improvements installed or constructed thereon by the Developer will be free from substantial defects due to faulty materials or workmanship for a period of two (2) years from completion of each improvement or facility. The Developer shall repair or correct any substantial defect in construction, material or workmanship in the common facilities within a reasonable time after notification of the defect. This warranty will constitute the sole obligation of the Developer to the Purchaser with respect to the Common Elements and common facilities.
(6) The Developer warrants that the Unit will substantially conform to sales models, descriptions or plans used, if any, to induce the purchaser to enter into a Subscription and Purchase Agreement to purchase a Unit, unless otherwise noted in the Subscription and Purchase Agreement.
To the best of the Developer's knowledge, information and belief, there are no material defects in the building you are purchasing or the Common Elements that you could not determine by a reasonable personal inspection.
While the Developer maintains control of the Board of Directors, it shall take no action which adversely affects an,Owner's rights under N.J.A.C. 5:25-5.5. Claims relative to defects in common elements shall be processed in accordance with N.J.A.C. 5:25-5.5.
The Developer intends to include a dishwasher and stove in each Unit.
Pursuant to the requirements of Section 460.16 of the Trade Regulation Rules promulgated by the Federal Trade Commission with respect to Labeling and Advertising of Home Insulation (16CFR Part 460), the Developer hereby discloses and Purchaser hereby acknowledges receipt of the following information that has been fumished to the Developer by the manufacturer with respect to the fiberglass insulation that will be installed:
LOCATION R-VALUE
Exterior Ceilings R-30 Exterior Walls R-13
18. Insurance
Under Section 6.02 of the By-Laws of the Association, the Board is obligated to procure and maintain certain policies of insurance including:
(i) Physical Damaae Insurance. To the extent available in the normal commercial marketplace, broad form insurance against loss by fire and any other hazards normally covered by the standard extended endorsement insuring the Common Elements existing on the Property at the time of the
-21- 795480.0I initial conveyance of the Units, and covering the interests of the Association, the Board, the Developer and all Owners and Mortgagees, as their respective interests may appear, in an amount equal to the fiill replacement value of such improvements (exclusive of foundations and footings), with deduction for depreciation.
(ii) Public Liabilitv Insurance. To the extent obtainable in the normal commercial marketplace, public liability insurance in such amounts as the Board may, from time-to-time, determine covering each Member of the Board, the managing agent, the manager, and each Member, and shall also cover cross liability claims of one insured against another. Such public liability insurance shall be in a single limit of not less than $1,000,000.00 per occurrence for claims of bodily injury or damage to the Condominium.
(iii) Directors and Officers' Liability Insurance. To the extent obtainable in the normal commercial marketplace, liability insurance indemnifying the Directors and Officers of the Association against liability for errors and omissions occurring in connection with the performance of their duties.
(iv) Workers' Compensation Insurance. Workers' compensation and New Jersey disability benefits insurance as required by law.
(v) Vehicular Liabilitv Insurance. To the extent obtainable in the normal commercial marketplace, vehicular liability insurance to cover all motor vehicles, if any, owned or operated by the Association.
(vi) Flood Hazard Insurance. Flood hazard insurance in the event any of the insurable Common Elements are located within a federally designated zone of greater than minimal flood hazard.
(vii) Other Insurance. Such other insurance as the Board may determine.
All Owners are required to obtain broad form insurance against loss by fire, and including all risk extended coverage, for their individual Units. The policy shall insure the full replacement cost, without deduction for depreciation, of the Unit and any other improvements located within the Unit, and shall designate the Association as the payee for the benefit of any other Owners who may be affected by any loss under the policy. Each such policy must, however, contain a waiver of subrogation of all claims against the Association or other Owners.
Should the Association receive notice that an insurance policy govenring an individual Unit is to be canceled for any reason whatsoever, the Association shall have the right and duty to obtain broad form insurance as described above for the Unit in question and to charge the cost of the annual premium therefor to the Owner in question as a special assessment. The special assessment shall be a lien against the Unit and enforceable in the same manner as all other Common Expense Assessments.
-22- 795480.01 The letter relative to the adequacy of the insurance coverage is included as part of Exhibit 2 hereof.
19. Rights and Oblieations of Develouer
A. Unsold Units - Rights Of The Developer To Rent
The Developer reserves the right to rent any unsold Unit for such a term, at such a rental and under such terms and conditions as it shall deem appropriate. If the Developer does rent any Units, the Developer will be responsible to make payments of Common Expense Assessments in the same manner as all owners of said Units. It is the Developer's present intention to sell Units.
B. Obligation of Developer to Post Fidelity Bond
Once the Plan becomes effective and while the Developer maintains a majority of representation on the Association's Board of Directors, the Developer shall ensure that a fidelity bond or other guarantee acceptable to the Department of Community Affairs is posted, at the Developer's sole cost and expense, in an amount equal to the annual budget. For the second and succeeding fiscal year of the Association in which the Developer continues to maintain a majority of representation on the Board, the bond or other guarantee shall include accumulated reserves as well as current operating expenses. The Developer shall be obligated to have the aforesaid fidelity bond or other guarantee in place by no later than the date of the recordation of the Master Deed submitting the Property to the condominium form of ownership. The fidelity bond or other guarantee shall name Fulton Square Condominium Association, Inc. as beneficiary or loss payee and is to insure the fidelity of the Developer or any other managing agent that is named by a Developer-controlled Board.
20. Units Acquired by The Association
All Units acquired by the Association or its designee shall be held by it or its designee, on behalf of all Members. No Units so acquired and beld shall carry voting rights during the period of Association ownership.
21. Financine And Terms of Purchase
Each Unit will be initially offered for sale and under the tenns and conditions set forth in the Subscription and Purchase Agreement appended hereto as Exhibit 4A or 4B. Developer reserves the right to change the terms under which any unsold Units are offered for sale.
An individual desiring to purchase a Unit will be required to execute a Subscription and Purchase Agreement for the applicable Unit and tender a check for an initial down payment. THE SUBSCRIPTION AND PURCHASE AGREEMENT PROVIDES THAT A PURCHASER SHALL HAVE THE RIGHT TO CANCEL THE SUBSCRIPTION AND PURCHASE AGREEMENT, WITHOUT CAUSE, BY SENDING OR DELIVERING WRITTEN NOTICE OF CANCELLATION TO THE DEVELOPER BY MIDNIGHT OF THE SEVENTH CALENDAR DAY AFTER THE DAY ON WHICH THE SUBSCRIPTION AND PURCHASE AGREEMENT WAS EXECUTED. SUCH CANCELLATION SHALL BE WITHOUT
-23- 795480.01 PENALTY, AND ALL MONIES PAID BY THE PURC14?.SER SHALL BE PROIvIPTLY REFUNDED IN THEIR ENTIRETY WITHOUT INTEREST. If the Subscription and Purchase Agreement is not canceled by the Purchaser, then upon expiration of the seven day rescission period, the Purchaser will be required to tender an additional down payment in the amount of the difference between the initial down payment and ten percent (10%) of the total purchase price of the Unit. If the Purchaser defaults under the terms of the Subscription and Purchase Agreement, the Developer may cancel the Subscription and Purchase Agreement and retain as liquidated damages all payments made thereunder up to ten percent (10%) of the total price of the Unit on the Subscription and Purchase Agreement. Any deposit in excess of ten (10%) percent will be refunded to the Purchaser within a reasonable time after cancellation. If a Subscription and Purchase Agreement is canceled by the Developer upon default of the Purchaser, the Developer will have the right to sell the Unit to others, and the defaulting Purchaser and the Developer will be relieved of all further liabilities and obligations in respect to the Subscription and Purchase Agreement.
In the event the Purchaser commits or permits an event of default prior to delivering the full ten (10%) percent down payment, the Developer will be entitled to bring legal action for the difference between deposit monies actually received and ten (10%) percent of the total purchase price described above. In the event the Developer defaults under and pursuant to the tenns of the Subscription and Purchase Agreement, the Purchaser will be entitled to a refund of all deposit monies paid, without interest, together with the costs of title examination and survey actually incurred by the Purchaser. This will be the sole liability of the Developer for any such default.
The terms of the sale and other provisions of an actual Subscription and Purchase Agreement entered into between the Developer and any given Purchaser may vary from the provisions contained in the form in Exhibit 4A or 4B of this Plan based upon negotiations between the parties, but such variations shall have no effect on the provisions of any other Subscription and Purchase Agreement theretofore or thereafter entered into by the Developer and any other purchaser or materially affect the Developer's obligations as set forth in this Public Offering Statement.
As of the effective date of this Plan, the Developer has not obtained a bulk commitment from a lender to provide mortgage financing to prospective purchasers of Units in the Condominium. Accordingly, any purchaser who wishes to obtain a mortgage loan should communicate directly with the mortgage lender in order to ascertain the lending policies and credit requirements of such institution. The Developer can make no representation as to the cost, availability of terms, or terms of financing for any sources of financing.
22. General
This Public Offering Statement does not knowingly omit any material fact or contain any untrue statement of material fact, and does not contain a full summary of all the provisions of the various documents referred to herein. Statements made as to the provisions of such documents are qualified in all respects by the contents of such documents. No person has been authorized to make any representation which is not expressly contained herein. Any information, data or representation not contained in this Public Offering Statement, the Application for Registration as filed with the Division of Codes and Standards of the New Jersey Department of Community Affairs, or in the documents referred to in this Public Offering Statement may not be relied upon.
-24- 795480.01 To the best of Developer's knowledge, there are no lawsuits or other proceedings now pending, or any judgments outstanding against the Developer or any person or persons which might become a lien against the Condominium or which materially affect this Plan except as herein expressly set forth.
The Developer reserves the right to amend this Public Offering Statement and related documents from time to time, and any such amendment, which does not materially and adversely affect any purchaser or his Unit and which is required by a lender having a mortgage on the Condominium, by any title company approved by Developer to insure title to the Condominium, or by any governmental agency having jurisdiction over the Condominium shall be binding upon every purchaser who has theretofore executed a Subscription and Purchase Agreement or accepted title to a Unit.
A copy of the Developer's most recent financial statement will be kept available at the on-site sales office for inspection by interested prospective purchasers.
The Developer hereby represents to the best of its knowledge, information and belief, that the statements and representations contained herein are true and accurate to the extent of their representations set forth herein.
FULTON SQUARE URBAN RENEWAL, L.L.C., Developer
-25- 795480.01 EXHIBIT I
Master Deed for Fulton Square Condominium MIDDLESEX COUNTY CLERK
Index DEED BOOK Return To: Book 05735 Page 0001 GREENBAUM, ROWE, SMITH & DAVIS P 0 BOX 5600 No. Pages 0131 WOODBRIDGE NJ 07095 Instrument DEED W/0 ABSTRA
Date 10/19/2006
Time : 2:24:20
Control # 200610190832
FULTON SQUARE CONDOMINIUM INST# DE 2006 018311
Employee ID BADAL
RECORDING $ 670.00 DARM $ 390.00 NJPRPA $ 260.00 $ .00 $ .00 $ .00 $ .0D $ .00 $ .00
Total: $ 1,320.00
3TATE OF NEW JERSEY MIDDLESEX COUNTY CLERK
ELAINE FLYNN COUNTY CLERK IIINIIINN^^IINLIYII^IIINNGINNNlNINNUIII^IINI^I 200610190832
DO NOT REMOVE THIS PAGE. TO ACCESS THE IMAGE OF THEDOCUMENTRECORDED HEREUNDER BY BOOK AND Cover sheet is part of Middlesex County fiting record I PAGE NUMBER, USE THE Retain this page for future reference BOOK AND PAGE NUMBER ABOVE. Not part of the original submitted document `805735P6001. MASTER DEED a 0 ^vo m 0 FOR n rnx ^ Dws {^l^rl C ^ W N "O (- :'- FULTON SQUARE CONDOMINIUM ^ ^.^ N d7 -r
Prepared by: Wendell A. Smith, Esq.
RECORD AND RETURN TO:
Greenbaum, Rowe, Smith & Davis, LLP P.O. Box 5600 Woodbridge, New Jersey 07095 Attention: Wendell A. Sniith, Esq.
847711.01 ' B05735PG002 `^Y"k MASTER DEED FOR FULTON SQUARE CONDOMINIUM TABLE OF CONTENTS PAGE
ARTICLE I - DEFINITIONS ...... 1 1.01. General ...... 1 1.02. City Administrator ...... 1 1.03. Affiliate ...... 2 1.04. Affordable Housing Documents ...... 2 1.05. Annual Common Expense Assessment ...... 2 1.06. Association ...... 2 1.07. Board ...... 2 1.08. Building ...... 2 1.09. By-Laws ...... 2 1.10. Capital Improvement Assessment ...... 2 1.11. Certificate of Incorporation ...... 2 1.12. COAH ...... 3 1.13. Common Elements ...... 3 1.14. Common Expenses ...... 3 1.15. Condominium ...... 3 1.16. Condominium Act ...... 3 1.17. Condominium Documents ...... 3 1.18. Developer ...... 3 1.19. Eligible Mortgage Holder ...... 3 1.20. Emergency Assessment ...... 3 1.21. Exempt Transaction ...... 3 1.22. Fair Market Value ...... :...... 3 1.23. First Mortgage...... 3 1.24. Garden Home ...... 4 1.25. General Common Elements ...... 4 1.26. HUD ...... 4 1.27. Institutional Lender ...... 4 1.28. Lease ...... 4 1.29. Limited Common Elements ...... 4 1.30. Limited Common Expenses ...... 4 1.31. Low Income Garden Home or Low Income Unit ...... 4 1.32. Master Deed ...... 4 1.33. Member. .:...... 4 1.34. Member in Good Standing ...... 4 1.35. Miscellaneous Assessments ...... 4 1.36. Moderate Income Garden Home or Moderate Income Unit ...... 4 1.37. Mortgage ...... 5 1.38. Mortgage Holder ...... 5 1.39. Owner ...... 5
-i- 847311.01 r5'^35^ 4^3 1.40. Permitted Mortgage ...... 5 1.41. Property ...... 5 1.42. Remedial Assessments...... 5 1.43. Reserved Common Elements ...... 5 1.44. Rules and Regulations...... 5 1.45. Section 8 Income Limits...... 5 1.46. Town Home ...... 5 1.47. Unit5
ARTICLE II - GENERAL DESCRIPTIONS OF CONDOMINIUM ...... 6 2.01. The Condominium ...... 6 2.02. Recordation of the Master Deed ...... 6
ARTICLE Ill - DESCRIPTION OF UNITS ...... 6 3,01. Unit Types ...... 6 3.02. Description of Town Homes ...... 6 3.03. Description of Garden Homes ...... 6 3.04. Items Included in all Units ...... 7
ARTICLE IV - DESCRIPTIONS OF COMMON ELEMENTS ...... 8 4.01. General Common Elements ...... 8 4.02. Limited Common Elements ...... 8 4.03. Repair and Maintenance of Limited Common Elements ...... 9 4.04. Rights to Use Limited Common Elements ...... 9 4.05. Reserved Common Elements ...... 9
ARTICLE V - ESTATE ACQUIRED AND COMMON EXPENSES ...... 9 5.01. Estate Acquired ...... 9 5.01 Allocation of Casualty Loss and Eminent Domain Proceeds ...... 9 5.03. Allocation of Common Expense Assessments ...... :..... 9 5.04. Voting ...... 9 5.05. No Partition ...... 10 5.06. Membership in the Association ...... 10 5.07. Compliance by Owners ...... 10
ARTICLE VI - COVENANT FOR ASSESSMENTS ...... 10 6.01. Common Expense Assessments ...... 10 6.02. Notice of Annual Common Expense Assessments ...... 10 6.03. Allocation of Assessments for Limited Common Expenses ...... 11 6.04. Obligations of Developer ...... 11 6.05. Assessment Not Made...... 11 6.06. Covenant to Pay Common Expense Assessments ...... 11 6.07. Liability for Common Expense Assessments ...... 11 6.08. Emergency Assessment ...... 11 6.09. Special Assessments ...... 11 6.10. Capital Improvement Assessment ...... 12
_ii_ 347311.01 anti135PG004 6.11. Exemption from Capital Improvement Assessments ...... 12 6.12. Remedial Assessment ...... 12 6.13, Miscellaneous Assessments ...... 12 6.14. Certificate of Payment ...... 12 6.15. Interest in Common Surplus ...... 12 6.16. Use of Annual Common Expense Assessment and Other Assessments ...... 13 6.17. Limitations on Developer ...... 13
ARTICLE VII - RESPONSIBILITIES OF OWNERS ...... 13 7.01. Maintenance ...... 13 7.02. Rights of the Association ...... 13 7.03. Damage Due to Negligence, Omission or Misuse ...... 13
ARTICLE VIII - EASEMENTS ...... 13 8.01. Owner Easements ...... 13 8.02. Developer Easements ...... 14 8.03. Association Easements ...... 15 8.04. Permitted Mortgage Holder Easements ...... 15 8.05. Govenunental Easements ...... 15 8.06. Utility Easement ...... 15 8.07. Drainage Easement ...... [6
ARTICLE IX - BY-LAWS AND ADMINISTRATION ...... 16 9.01. Administration of Common Elements ...... 16 9.02. Developer's Power of Attomey ...... 16 9.03. Developer's Prohibited Voting ...... :...... 17 9.04. Association's Power of Attorney ...... 17
ARTICLE X - RESTRICTIONS ...... 17 10.01. Covenants and Restrictions Applicable to the Property ...... 17 10.02. Fines ...... 21 10.03. Affordable Housing Restrictions ...... 21 ARTICLE XI - INSURANCE.....»...... 11.01. insurance ...... ^...... ^....^...... ^...^.^.... ^....:....:.::...... »«...... ^...... 22 11.02. Disposition of Insurance Proceeds ...... 22 11.03. Insurance Proceeds Less than or Equal to $50,000.00 ...... 22 11.04. Insurance Proceeds Greater than $50,000.00 ...... 22 11.05. Responsibility of Owner ...... 23 11.06. Insurance Proceeds Insufficient...... 23 11.07. Excess Insurance Proceeds ...... 23 1 i.08. Assignment to Permitted Mortgage Holder ...... 23 ARTICLE XII - EMINENT DOMAIN...... » ...... 23 12,01. Genera{ ...... 23 12.02. Notice and Participation of Owners ...... 23
-iii- 847311.01 B0.5735PG005 12.03. Allocation of Awards ...... 23
ARTICLE XIII - PROTECTIVE PROVISIONS FOR THE BENEFIT OF ELIGIBLE MORTGAGE HOLDERS ...... 24 13.01. Notice to Eligible Mortgage Holders ...... 24 13.02. Amendments R®quiring Written Approval of 51 % of Eligible Mortgage Holders 24 13.03. Amendments Requiring Approval of 67% of Eligible Mortgage Holders ...... 25 13.04. Implied Approval of Eligible Mortgage Holders Assumed ...... 25 13.05. Notice of Non-Material Amendment...... 25 13.06. Notice ...... 26 13.07. No Partition ...... 26 13.08. Common Expense Lien Subordinate ...... 26 13.09. Notice of Meetings ...... 26 13.10. Inspection of Records ...... 26 13.11. Liability for Common Expense Assessments ...... 26 13.12. Common Expense Defauit ...... 27 13.13. Management Agreements ...... 27
ARTICLE XIV - DEVELOPER'S RIGHTS AND OBLIGATIONS ...... 27 14.01. Ratification, Confirmation and Approval of Agrecments ...... ,.. 27 14.02. Rights Reserved to Developer ...... 27 14.03. Transfer of Special Developer's Rights ...... 27 14.04. Liability of Transferor ...... 27 14.05. Transfer of Rights Requested ...... 28 14.06. Foreclosure, Bankruptcy, Receivership ...... 28 14.07. Liability of Successors ...... 28
ARTICLE XV - GENERAL PROVISIONS ...... 29 15.01. Duration ...... 29 15.02. Amendment of Master Deed ...... 29 15.03. Enforcement ...... 29 15.04. Validity ...... 30 15.05. Waiver ...... 30 15.06. Gender ...... 30 15.07. Notice to Association ...... 30 15.08. Conflicts with Affordable Housing Documents, Governmental Requirements or Permi ts ...... 30 15.09. Exhibits ...... 30
-iv. 847311.01 B05735PG006 EXHIBITS
EXHIBIT "A" - Legal Description of the Property
EXH[BIT"B" - Filed Condominium Map
EXHIBIT "C" - Architectural Drawings
EXHB3IT "D" - Certificate of Incorporation of Fulton Square Condominium Association, Inc.
EXHIBrr "E" By-Laws of Fulton Square Condominium Association, Inc.
EXHIBIT "F" Schedule of Percentage Interest in the Common Elements
-V- 047311.01 B,U5735PGQ47 MASTER DEED FOR FULTON SQUARE CONDOMINIUM
THIS MASTER DEED is made this -Lq_^ day of QG'f'o P,t=(L , 2006, by FULTON SQUARE tIRBAN RENEWAL, L.L.C., a New Jersey limitsd liability company, having an address at 1260 Stelton Road, Piscataway, New Jersey 08854 (the "Developer").
WHEREAS, Developer is the Unit Owner of the fee simple title to those lands and premises in the City of New Brunswick, County of Middlesex, State of New Jersey, more particularly described in Exhibit "A" attached ltereto and made a part hereof (the "Property"); and
WHEREAS, it is the present intent and desire of Developer to establish the condominium form of ownership for the Property pursuant to the provisions of the New Jersey Condominium Act, (N.J.S.A. 46:8B•1 et seJC .), under the name of "Fulton Square Condominium" (the "Condonrinium"); and
WHEREAS, the Property, as now or hereafter constituted, is planned to consist of lands and buildings which are intended to ultimately contain up to two hundred nine (209) dwelling units with related improvements and amenities; and
WHEREAS, Fulton Square Condominium Association, Inc., a New Jersey non-profit corporation (the "Association"), has been or will be established as the condominium association to have the responsibility for the administration, operation and management of the Condominium, including all improvements within the Condominium intended for common use and enjoyment; and
WHEREAS, all Owners of Units in the Condominium will automatically be Members of the Association, and will be govemed by and subject to the Certificate of Incorporation, Master Deed, and By-Laws of the Association (the "Condominium Documents").
THEREFORE,WITNESSETH:
ESTABLISHMENT OF CONDOMINIUM. The Developer does hereby submit, declare and establish in accordance with N.J.S.A. 46:8B-1 et seg., the condominium form of ownership for the property to be known as Fulton Square Condominium, together with all improvements within the lands, as more particularly described in Exhibit "A" and shown on Exhibit "B" attached hereto and made part hereof.
ARTICLE I DEFINITIONS
1.01. G eml. The following words and tetms, when used in this Master Deed, the Certification of Incorporation, or the By-Laws, shall have the following meanings unless the context in which same are utilized clearly indicates otherwise. All definitions set forth in N. J,S.A. 46:8B-3 are incorporated herein by refeenoe and the definitions set forth herein shall be used in conjunction therawith, unless the context clearly indicates otherwisa.
1_02. "Administrator" shall mean and refer to the official of the City of New Brunswick, as the administrative agent for the affirmative marketing and affordability controls of the low income and moderate income units.
847311.01 ,B.05735PG008 1.03. "Affiliate" of a Developer shall mean and refer to any entity which controls, is controlled by, or is under common control with the Developer. An entity "controls" a Developer if the entity (i) is an officer, director, or employer of the Developer, (ii) directly or indirectly or acting in concert with one or more other entities, or through one or more subsidiaries, owns, controls, holds with power to vote, or holds proxies representing more than twenty (20%) percent of the voting interest in the Developer, (iii) controls in any manner the election of a ntajority of the directors of the Developer or (iv) has contributed more than twenty (20%) percent of the capital of the Developer. An entity "is controlled by" the Developer if the Developer (i) is a general partner, officer, director, or employer of the entity, (ii) directly or indirectly or acting in concert with one or more other entities, or through one or more subsidiaries, owns, controls, holds the power to vote, or holds proxies representing more than twenty (20%) percent of the voting interest in the entity, (iii) controls in any manner the election of a majority of the directors of the entity or (iv) has contributed more than twenty (20%) percent of the capital of the entity. Control does not exist if the powers described in this section are held solely for an obligation and are not exercised.
1.04. "Affordable Housing Documents" shall mean and refer to the Declaration of Covenants, Conditions and Restrictions Implementing Affordable Housing Controls on State Regulated Property, the Mortgage Securing Payment of Recapture Note, the Recapture Note and the Certificate for Applicant Certified to an Ownership of Units Subject to Affordable Housing, together with any future amendments and supplements to same.
1.05. "Annual Common Expense Assessment" shall mean and refer to those assessments upon the Owner(s) as described in Section 6.01 of this Master Deed,
1.06. "Association" shall mean and refer to Fulton Square Condominium Association, Inc., a New Jersey non-profit corporation, formed to administer, manage and operate the common affairs of the Owners of the Condominium and to maintain, repair and replace the General Common Elements of the Condominium as provided in this Master Deed and the By-Laws.
1.07. "Board" shall mean and refer to the Board of Directors of the Association and any reference herein or in the Certificate of Incorporation, By-Laws or Rules and Regulations to any power, duty, right of approval or any other right of the Association shall be deemed to refer to the Board and not the Members of the Association, unless the context expressly indicates to the contrary. With respect to any reference,herein to any power or duty, right of approval or any other right which may be delegated, "Board" shall mean the entity to which such power or duty, right of approval or any other right has been delegated.
1.08. "Building" shall mean and refer to the enclosed structures containing Units and structural improvements appurtenant thereto which are located on the lands described in Exhibit "A" and shown on Exhibits "B" and "C".
1.09. "By-Laws" shall mean and refer to the By-Laws of the Association, a copy of which is attached hereto and made a part hereof as Exhibit "E," together with all future amendments or supplements thereto.
1.10. "Capital Improvement Assessment" sha11 mean and refer to those Common Expense assessments imposed upon the Owner(s) as described in Section 6,10 of this Master Deed.
1.11. "Certificate of Incorporation" shall mean the Certificate of lncorporation of the Association, a copy of which is attached hereto and made a part hereof as Exhibit "D," together with all future amendments or supplements thereto.
-2- 847311.01 805735PG009 1.12. "COAH" shall mean and refer to the New Jersey Council on Affordable Housing, pursuant to N.J.A.C. 5:93-1 et seg.
1.13. "Common Elements" shall mean "General Common Elements", "Limited Common Elements" and "Reserved Common Elements".
1.14. "Common Expenses" shall, subject to the provisions of Article VI hereof, mean and refer to all those expenses anticipated by N.J.S.A. 46:gb-3e, in addition to all expenses including reserves incurred or assessed by the Association, or its respective trustees, officers, agents or employees, in the lawful performance of their respective duties or powers.
1.15. "Condominium" shall mean and refer to Fulton Square Condominium shall include (i) all the lands and premises located or to be located within the Property which are submitted to the condominium form of ownership; and (ii) all buildings and improvements now or hereinafter constructed in, upon, over or through such lands and premises.
1.16. "Condominium Act" shall mean and refer to the provisions of N.J.S.A. 46:8113-1 et M., and all amendments and supplements thereto.
1.17. "Condominium Documents" shall mean and refer to this Master Deed and its exhibits which the Developer has recorded or will record in the office of the Middlesex County Clerk, together with the Association's Certificate of Incorporation, By-Laws and Rules and Regulations.
1.18. "Developer" shall mean and refer to FULTON SQUARE URBAN RENEWAL, L,L,C., a New Jersey limited liability company, its successors and assigns, and includes any successor to the Developer contemplated by Article XIV hereof.
1.19. "Eligible Mortgage Holder" shall mean and refer to the holder, insurer or guarantor of a First Mortgage held by an Institutional Lender and encumbering any Unit, which has given written notice to the Association in the manner provided in Section 13.01 hereof of its desire to have notice of those matters which are the subject of Sections 13.02 through 13.06 and 13.10 hereof. The notice to the Association must state the name of the Eligible Mortgage Holder and the address to which notices are to bc sent and must sufficiently identify the Unit for which the Eligible Mortgage Holder holds a First Mortgage. It shall be the obligation of the Eligible Mortgage Holder to keep the Association informed of any change of address to which required notices should be sent.
1.20. "Emergency Assessment" shall mean and refer to those Common Expense assessments imposed upon the Owner(s) as described in Section 6.08 hereof.
1.21. "Exempt Transaction" shall mean and refer to the transfer of ownership between husband and wife; the transfer of ownership between former spouses ordered as a result of a judicial decree of divorce or judicial separation, but not including sales to third parties; the transfer of ownership between family members as a result of inheritance; the transfer of ownetship through an executor's deed to a-Class A beneficiary; and the transfer of ownership by court order, pursuant to N.J.A.C. 5:93-1 gl §gg.
1.22. "Fair Market Value" shall mean and refer to the unrestricted price of a Low or Moderate Income Unit if sold at a current real estate market rate, pursuant to N.J.A.C. 5:93-1 et gg.
1.23. "First Mortgage" shall mean and refer to the first or paramount Mortgage, the lien of which encumbers a Unit.
-3- 647311.01 B05735PG0l0 1.24. "Garden Home".shall mean and refer to a one-story condominium dwelling unit in a building in which two or more dwellings are located, as more particularly described in Section 3.03 hereof.
1.25. "General Common Elements" shall have the same meaning as "common elements" pursuant to N.J.S.A 46:8B-3d, except as same may be modified by the provisions of Article IV hereof.
1.26. "HUD" shall mean and refer to the U.S. Department of Housing and Urban Developtttent.
1.27. "lnstitutional Lender" shall mean and refer to any bank, mortgage banker, trust company, insurance company, savings and loan association, pension fund or other financial institution or govemmental agency providing, acquiring, insuring, guaranteeing or proposing to provide, acquire, insure or guarantee Mortgages. It shall also mean and include the Federal National Mortgage Association (FNMA), the Veteran's Administration (VA), the Federal Home Loan Mortgage Corporation (Fl-ILMC), the Federal Housing Administration (FHA), the City of New Brunswick and any other similar governmental or quasi-governmental entity that provides, acquires, insures or guarantees or proposes to provide, acquire, insure or guarantee Mortgages.
1.28. "Lease" shall mean and refer to any agreement for the leasing or rental of any Unit in the Condominium.
1.29. "Limited Common Elements" shall have the same meaning as "limited common elements" pursuant to N.J.S.A. 46:8B-3k, except as same may be modified by the provisions of Article IV hereof.
1.30. "Limited Common Expenses" shall mean and refer to Common Expenses for which some, but less than all, of the Owners are proportionately liable, including, but not limited to, those expenses which are declared to be Limited Common Expenses by the provisions of this Master Deed or the By-Laws.
1.31. "Low Income Garden Home " or "Low Income Unit" shall mean and refer to any of the twenty- nine (29) Units designated as a Low Income Unit pursuant to the requirements of the City of New Brunswick and which are legally incorporated into the Condominium.
1.32. "Master Deed" shall mean and refer to the Master Deed for the Condominium, together with all future amendments and supplements thereto which are recorded in the Office of the Clerk.of Middlesex County.
1.33. "Membet" shall mean and refer to all those Owners who are members of the Association as provided in Article V of the Certificate of Incorporation.
1.34. "Member in Good Standing" shall mean and refer to any Member who has, at least thirty (30) days prior to the date fixed for any Meeting or other Association action, fully paid all installments due for assessments made or levied against him and his Unit by the Board, together with all interest, costs, attomeys' fees, penalties and other expenses, if any, properly chargeable to him and to his Unit.
1.35. "Miscellaneous Assessments" shall mean and refer to those assessments imposed upon any Owner(s) as described in Section 6.13 hereof.
1.36. "Moderate Income Garden Home" or "Moderate Income Unit" shall mean and refer to any of the twenty-eight (28) Units designated as a Moderate Income Unit pursuant to the requirements of the City of New Brunswick and which are legally incorporated into the Condominium.
-4- 847311.01 905735PG011 1.37. "Mortgage" shall mean and refer to the duly recorded instrument and underlying obligation giving rise to a mortgage lien upon any Unit.
1.38. "Mortgage Holder" shall mean and refer to the holder of record of a Mortgage or one who insures or guarantees any Mortgage.
1.39. "Owner" shall mean and refer to those persons or entities in whom record fee simple title to any Unit is vested as shown in the records of the Middlesex County Clerk, including the Developer, unless the context expressly indicates otherwise, but despite any applicable theory of nwrlgage, shall not mean or refer to any mortgagee or trustee under a deed of trust unless and until such mortgagee or trustee has acquired title to any such Unit pursuant to foreclosure proceedings or any proceeding in lieu of foreclosure, nor shall the term "Owner" refer to any lessee or tenant of an "Owner."
1.40. "Permitted Mortgage" shall mean and refer to any Mortgage that is held by an Institutional Lender or which is a purchaser money First Mortgage held by the Developer or any other seller of a Unit. It shall also mean and include any other Mortgage, the lien of which by the expressed terms of the Mortgage is subordinate to any and all existing or future Common Expense liens imposed by the Association. Any acquisition, construction, permanent or other Mortgage placed by the Developer upon all or a portion of the Property including any Unit, shall also be a Permitted Mortgage so long as same is expressly made subordinate to the Condominium Documents and provides a mechanism for securing partial releases for Units and their respective percentage interest in the Common Elements encumbered by same.
1.41. "Property" shall mean and refer to the land and premises described in Exhibit "A" and graphically depicted on Exhibit "B" and all improvements now or hereafter constructed in, upon, over or through such land and premises.
1.42, "Remediai Assessments" shall mean and refer to those assessments imposed upon the Owner(s) as described in Section 6.12 hereof.
1.43. "Reserved Common Elements" shall mean and refer to those portions of the General Common Elements that the Board of Directors shall designate as available to any or less than all Owners for a specific time period pursuant to Section 4.05 hereof.
1.44. "Rules and Regulations" shall mean and refer to those rules and regulations of the Association that the Board may promulgate, together with all future amendments or supplements thereto.
1.45. "Section 8 Income Limits" means a schedule of income limits that define 50 percent and 80 percent median income by household size, pursuant to N.J.A.C. 5:93-1 g.[ Kg.
1.46. "°fown Home" shall mean and refer to any two-story eondominium dwelling unit, as more particularly described.in Section 3.02 hereof.
1.47. "Unit" shall mean and refer to a part of the Condominium designated and intended for independent ownership and residential use and is intended to collectively include a Town Home, a Garden Home, a Low Income Garden Home and a Moderate Income Garden Home, all as more specifically described in Article III hereof. "Unit" shall not be deemed to include any part of the Common Elements situated within or appurtenant to a Unit.
-5- 847311.01 805735PGO12 ARTICLE II GENERAL DESCRIPTIONS OF CONDOMINIUM
2.01. The Condominium. The Condominium will ultimately include the lands described in Exhibit "A" aforesaid consisting of approximately 11.4 acres on the aggregate and Units of varying types together with all site improvements, all as shown on Exhibit "B" aforesaid, and all rights, privileges, roads, waters and appurtenances within the lands belonging or appertaining thereto. Each Unit is designated on Exhibit "B."
2.02. Recordation of the Master Deed. Upon the recording of this Master Deed, and the establishment of the Condominium thereby, the Developer shall be the unit owner of every Unit, including its appurtenant percentage interest in the Common Elements, and shall have the right to sell and convey, lease, or otherwise dispose of each such Unit as it may deem appropriate, in its sole discretion in accordance with the Condominium Documents and all govemment approvals and requirements, including the Affordable Housing Documents.
ARTICLE III DESCRIPTION OF UNITS
3.01. Unit T s. There are two (2) distinct types of Units within the Condominium which are designated respectively as Town Homes and Garden Homes. The dimensions, area and location of all of the Units are as shown graphically on Exhibits "B" and "C" and as hereinafter described.
3.02. Description of Town Homes. The dimensions, area and location of the Town Homes within the Condominium and the buildings in which they are situated are shown graphically on Exhibits "B" and "C". Each Town Home is intended to contain all the space within the area bounded by the unexposed surfaces of the perimeter wails and its lowermost subfloor(s) and the underside of the roof sheathing, as follows:
BOTTOM: The bottom of the Town Home is an imaginary horizontal plane along and coincident with the unexposed surface of the lowest subfloor of the Town Home (the unexposed surface of the concrete floor of the basement or garage), (i.e, concrete slab or basement floor), and extending in every direction to the point where it closes with a side of such Town Home.
TQP: The top of the Town Home is an imaginary horizontal plane along and coincident with the underside of the roof sheathing of the Town Home and extending in every direction to the point where it closes with every side of such Town Home.
SIDES: The sides of each Town Home are imaginary vertical planes along and coincident with the innermost surface of the studding of the perimeter or party walls, and in those Town Homes with garages, where all or a portion of the basement or garage is constructed of cinder block or poured concrete, an imaginary vertical plane along and coincident with the interior surface of the cinder block or concrete perimeter wall of the basement or garage. Where no wall exists, the side is an imaginary vertical plane along and coincident with the exterior surface of the windows and doors located on the perimeter of such Town Home including its garage. The sides of each such Town Home are bounded by the bottom and top of the Town Home.
A Town Home shall include the area within any garage(s) appurtenant to a Town Home, the boundaries of such area being defined in the same manner as the residential living space in the dwelling.
3.03. Description of Garden Homes. The dimensions, area and location of the Garden Homes within the Condominium and the buildings in which they are situated are shown graphically on Exhibits "B" and "C."
-6- geni i.ot -B05735P6fl l3 Each Garden Home is intended to contain all the space within the area bounded by the unexposed surfaces of the perimeter walls and its lowermost subfloor(s) and the underside of the ceiling joists as follows:
BOTTOIV[: The bottom of the Garden Home is an imaginary horizontal plane along and coincident with the unexposed (or lower) surface of the lowest subfloor or floor joists, of the Garden Home, and extending in every direction to the point where it closes with a side of such Garden Home.
TOP; The top of the Garden Home is an imaginary horizontal plane along and coincident with the underside of the ceiling joists of the Garden Home, and extending in every direction to the point where it closes with every side of such Garden Home.
SIDES: The sides of the Garden Home are imaginary vertical planes along and coincident with the innermost surfaces of the studding of the perimeter or party walls. Where no wall exists, the side is an imaginary vertical plane along and coincident with the exterior surface of the windows or doors located on the perimeter of such Garden Home. The sides of each such Garden Home are bounded by the bottom and top of the Garden Home.
3.04. Items Included in all Units. Each Unit, regardless of type, also includes the stove and dishwasher, and any other appliances installed by the Developer, Gxtures, doors, door frames and hardware; air conditioner compressor, if any; window frames, panes, hardware and systems; skylights, if any; lighting fixtures; interior walls and partitions; stairways and stairwells; gypsum board and/or other facing material on the walls and ceilings thereof; the inner decorated and/or finished surface of the floors (including all flooring tile, ceramic tile, finished flooring, carpeting and padding) and all other improvements which are located within the boundaries of the Unit as set forth in Sections 3.02 or 3.03, or which are exclusively appurtenant to a Unit, although all or part of the improvement may not be located within the boundaries of the Unit as set forth in Sections 3.02 or 3.03. Such appurtenant improvements include the following, to the extent that they serve an individual Unit only and not any other Unit or any portion of the Common Elements:
(a) That portion of the common heating, plumbing, ventilating and air conditioning system as extends from the interior surface of the walls, floors or ceilings into the Unit; and
(b) All electrical fixtures, switches, outlets and circuit breakers which are accessible from the Unit, as well as all electrical wires which extend from the walls, floors or ceilings and are connected to same; and
(c) All master antenna or cable television wiring which extends from the walls, floors, or ceilings into the Unit; and
(d) Any fireplace, chimney or flue, including that portion located within a wall or projection above the roof of the Unit; and
(e) All utility meters not owned by the public utility agency supplying the service; and
(f) All equipment, appliances, machinery, mechanical or other systems including, but not limited to, the heating, plumbing and ventilating systems which serve the Unit exclusively whether or not same are located within or without the Unit. However, to the extent that such items are located in common walls, ceilings, floors or other Conunon Elements, the Association shall be responsible for the maintenance, repair and replacement of same.
ARTICLE IV
-7- sani i.ot ;805735PG014 DESCRIPTIONS OF COMMON ELEMENTS
4.01. General Common Elements. All appurtenances and facilities and other items which are not part of the Units hereinbefore described in Article III shall comprise the General Common Elements as graphically shown on Exhibits "B" and "C" aforesaid. The General Common Elements shall also include by way of description, but not by way of limitation:
(a) All land described in Exhibit "A" aforesaid whether improved or unimproved, together with all space located outside the Units; and
(b) All private streets, driveways, parking areas, curbs and sidewalks if any, subject to the easements and provisions set forth in Article VIII hereof; and
(c) Sewer laterals, conduits, utility lines, the fire suppression system located in the stairwells of the buildings in which the Garden Homes are located, underground sprinkler system, subject to the easements and provisions set.forth in Article VIII hereof; and public connections and meters for gas, electricity, telephone, cable television and water not owned by the public utility or other agencies providing such services; and
(d) Any easement or other right which may nor or hereafter be granted for the benefit of the Owner(s) or others for access to or use of the General or Limited Common Elements outside the Condominium or for any other purpose, including drainage; and
(e) All tangible personal property required exclusively for the operation, maintenance and administration of the Condominium which may be owned by the Association; and
(t) All other facilities or elements of any improvement within the Condominium necessary or convenient to the existence, management, operation, maintenance or safety of the Condominium or normally in common use; and
(g) All common systems and equipment including mechanical, electrical, plumbing, ventilating, sprinkler and fire suppression systems located in the Buildings in which the Town Homes are located,
4.02. Limited Common Elements. The Limited Common Elements shall be as graphically shown on Exhibits "B" and "C" aforesaid and shall include by way of description and not by way of limitation, all of the following:
(a) Any exterior landing, walkway or stairway to which there is direct access from the interior of an appurtenant Unit(s) shall be Limited Common Elements and shall be for the exclusive use of Owners of such Unit(s). All maintenance of the exterior landings, walkways, or stairways shall be the responsibility of the Association; and
(b) Any balcony, terrace, patio or deck to which there is direct access from the interior of an appurtenant Unit(s) shall be a Limited Common Element and shall be for the exclusive use of Owners of such appurtenant Unit(s). The Owner(s) of a Unit(s) having use of any balcony, terrace, patio or deck shall be responsible for all routine cleaning and snow clearing of same, as appropriate. All other maintenance of balconies, terraces, patios and decks shall be the responsibility of the Association; and
(c) The Unit Owner of a Town Home shall be responsible for all routine cleaning and snow clearing of the driveway appurtenant to his garage and the service walk from the Town Home to the driveway.
-8- 847311.01 B05735PG015 4.03. Repair and Maintenance of Limited Common Elements. The Unit Owner of a Unit(s) having use of any Limited Common Element shall be responsible for paying the costs and expenses of any maintenance, repairs or replacement of such Limited Common Element necessitated by their own negligent act or omission, misuse or neglect, or the negligent act or omission, misuse or neglect of their family member, household pets, guests, agents, employees, invitees, tenants, or licensees, regardless of whether authorized or unauthorized by the Owner. Any other repairs, maintenance or replacement of the Limited Common Elements shall be the responsibility of the Association.
4.04. Rights to Use Limited Common Elements. Each Owner's right to use the Limited Common Elements appurtenant to his Unit or building may not be transferred apart from the conveyance of title to his Unit.
4.05. Reserved Common Elements_ The Board shall have the common power in its discretion to:
(a) designate certain General Common Elements as "Reserved Common Elements";
(b) grant and license the right to use the "Reserved Common Elements" on an exclusive basis for a specific time period to any or less than all of the Owners; and
(c) establish a reasonable sum of money to be charged to the reserving party for the use and maintenance of the Reserved Common Element. The license by the Board of a General Common Element as "reserved" shall not be construed as a sale or disposition of that Common Element.
ARTICLE V ESTATE ACQUIRED AND COMMON EXPENSES
5.01. Estate Acrc uired. The Unit Owner of each Unit shall have such an estate therein as may be acquired by grant, by purchase or by operation of law, including an estate in fee simple; and shall acquire as an appurtenance thereto an undivided percentage interest in the Common Elements of the Condominium, which shall not be divisible from the Unit to which it appertains, as set forth in Exhibit "F" attached hereto and ntade a part hereof. The Developer has established, in its sole discretion, the percentage interest for both the Town Home and the Garden Home, which is equal among each Unit type. This percentage has been adjusted to permit it to be expressed as a finite number to avoid an interminable series of digits. ]n addition, the proportionate interest appurtenant to one of the Units may have been arbitrarily adjusted to a percentage necessary to apportion the entirety of the Common Elements. Except as otherwise provided in Article XII pertaining to reallocation following eminent domain, the percentages shall remain fixed.
5.02. Allocation of Casualty Loss and Eminent Domain Proceeds. The percentage interest of each Unit shall be used to allocate the division of proceeds, if any, resulting from a casualty loss or any eminent domain proceedings which affect any portion of the Common Elements.
5.03. Allocation of Common Expense Assessments. The Annual Common Expense Assessments shall be assessed among the Town Home Owners and among the Garden Home Owners, based on their respective percentage interests. All Special, Emergency and Capital Improvement Assessments shall also be allocated based upon the same ratio as Annual Common Expense Assessments.
5.04. V in . Each Unit Owner in good standing shall be entitled to cast one (1) unweighted vote for each Unit to which he holds title in all elections of Directors and in all questions submitted to the membership. The Developer shall not be entitled to cast all votes for Units owned by it, except as permitted by Section 9,03 of this Master Deed.
-g- 547711.01 B0-5735PG0 { 6 5.05. No Partition. Subject to the provisions of the Condominium Documents and the New Jersey Condominium Act, the Common Elements shall remain undivided and no Owner(s) shall bring any action for partition or division thereof.. In addition, the undivided percentage interest in the Common Elements shall not be separated from the Unit to which it appertains and shall be deemed conveyed or encumbered with the Unit even if such interest is not expressly mentioned or described in the deed of conveyance or other instrurnent.
5.06. Membership in the Association. Upon acceptance of a Deed to a Unit, each Unit Owner shall automatically become a member of the Association, and shall be a member for so long as he shall hold legal title to his Unit, subject to all provisions of the Condominium Documents and the New Jersey Condominium Act. The Developer shall be a member of the Association with respect to all Units not conveyed to individual Owners and the Developer's designee shall be entitled to vote in general Association matters, as set forth in Article 11 of the By-Laws, for each of their respective Units based upon the original projection of one hundred ninety (190) total Units contemplated to be located within the Condominium and regardless of whether construction of such Units has been commenced or completed. In the event that the ultimate number of Units within the Condominium is less than one hundred ninety (190), the total number of votes and appurtenant percentage interests shall be adjusted by the Board to reflect the actual number and types of Units completed within the Condominium.
5.07. Camnliance by Owners. Each Unit Owner or occupant of a Unit shall comply with and shall assume ownership or occupancy of the Unit subject to all laws, rules and regulations of govemmental authorities having jurisdiction over the Condominium, the provisions of the Condominium Documents and any other documents, amendments or supplements to the foregoing.
Failure to comply with any of the foregoing shall be grounds for commencement of an action for the recovery of damages, or for injunctive relief, or both, by the Developer, the Association, or any Owner, in any court or administrative tribunal having jurisdiction, against any person or persons, firm or corporation violating or attempting to violate or circumvent any of the aforesaid, and against any Unit Owner to enforce any lien created by this Master Deed or any covenant contained herein. Failure by the Developer, the Association, or any Unit Owner to enforce any covenant herein contained for any period of time shall in no event be deemed a waiver or estoppel of the right to thereafter enforce same.
ARTICLE VI COVENANT FOR ASSESSMENTS
6.01. Common Exoense Assessments. It shall be an affirmative and perpetual obligation of the Board to fix Common Expense Assessments in an amount at least sufficient to maintain and operate the Common Elements as contemplated by this Master Deed or the By-Laws and as required by the Condominium Act. Subject to the provisions of this Master Deed, the amount of monies for Cornmon Expenses of the Association deemed necessary by the Board and the manner of expenditure thereof shall be a matter for the sole discretion of the Board. Annual Common Expense Assessments shall be made for an annual period to be determined by the Board, and shall be payable in advance in monthly installments or in such other installments as may be established by the Board.
6.02. Notice of Annual Common Exnense Assessments. The Board shall cause to be prepared annually at least thirty (30) calendar days in advance of the due date of the first Common Expense installment, a list of the Units for the Condominium and the Annual Common Expense Assessments applicable thereto, according to the names of the Owners, which list shall be kept in the office of the Association and shall be open to inspection during regular business hours, upon request, by any Owner. Written notice of the Annual Contmon Expense Assessments shall be sent by mail or delivered to every Owner, as more particularly described in Article VII of the By-Laws.
-10- 847311.01 805735PG0I7 6.03. Allocation of Assessments for Limited Common Expenses. Assessments for Limited Common Expenses for each type of Unit, whether or not included as part of the Annual Common Expense Assessment, shall be allocated equally among Owners of the particular type of Unit.
6.04. Oblieations of Developer. Until the conveyance of title to the first Unit, the Developer shall be solely responsible for all Common Expenses. Following the first conveyance, the Owners of Units to whom title shall have been conveyed shall be responsible for their proportionate share of all Common Expenses and the Developer shall be responsible for payment of all Common Expenses assessed against completed Units which have not been initially conveyed to an individual Purchaser, but for which a Certificate of Occupancy has been issued by the City of New Brunswick.
6.05. Assessment Not Made. After control of the Board has been turned over to Owners other than the Developer, if an Annual Common Expense Assessment is not made as required, an Annual Conunon Expense Assessment shall be presumed to have been made in the amount of the last prior year's Annual Common Expense Assessment, and any installments of such Annual Common Expense Assessments shall be due upon each installment payment date until a new Annual Common Expense Assessment is made.
6.06. Covenant to Pay Common Exnense Assessments. Every Owner, by acceptance of a deed or other conveyance for a Unit, whether or not it shall be so expressed in any such deed or other conveyance, shalt be deemed to covenant and agree to pay to the Association, all Common Expense Assessments authorized herein or in the By-Laws. Upon the conveyance of title to a Unit, the portion of the then current Annual Common Expense Assessment payable by the new Unit Owner shall be an amount which bears the same relationship to the Annual Common Expense Assessment as the remaining number of months in the then current Annual Common Expense Assessment period bears to twelve. Such first Annual Cornmon Expense Assessment installment or portion thereof for which a new Unit Owner is liable shall be immediately due upon the closing of title to the purchaser.
6.07. I,iabilitv for Common Expanse Assessments. No Unit Owner may waive or otherwise avoid liability for Common Expenses by non-use of the Common Elements. Each such Common Expense Assessment shall be a continuing lien upon the Unit against which it was made and shall also be the joint and several personal obligation of the Unit Owner of such Unit at the time when the Common Expense Assessment fell due, and of each subsequent record Unit Owner of such Unit, except as otherwise contemplated by Section 13.11 of this Master Deed, together with such interest thereon and cost of collection thereof (including reasonable attomeys' fees). Liens for unpaid Common Expense Assessments may be foreclosed by suit brought in the narm of the Association in the same manner as a foreclosure of a mortgage on real property, but in no event shall the Condominium Documents be invalidated or impacted in any way by any such foreclosure suit. Suit to recover a money judgment for unpaid Common Expense Assessments may be maintained without waiving the lien securing the same.
6.08. Emergencv Assessment. In the event the Annual Common Expense Assessment proves to be insufficient for an immediate need or emergency, the budget and Annual Common Expense Assessment may be amended at any time by the Board and the Board may also impose an Emergency Assessment. The determination of an immediate need or emergency shall be in the sole discretion of the Board.
6.09. Special Assessments. In addition to the other Assessments herein authorized, the Board may levy, in any assessment year, a Special Assessment, for the purpose of defraying in whole or in part, the cost of any reconstruction, repair or replacement of an existing Common Element not determined by the Board to constitute an emergency or immediate need but for which funds held in reserve are inadequate, or for any other lawful purpose, other than the construction or acquisition of new capital improvements, which shall be subject to Section 6.10 hereof. If, during any assessment year, there are Special Assessment(s) which exceed in the aggregate more than 10% of the Annual Common Expense Assessment provided for in the last annual budget, it
-11- s4»ii.oi B05735PGOI8 6.16. se Annual Common Ex se Asse n and Other Assessments. The Annual Common Expense and other Assessments levied by the Board shall be used exclusively for promoting the health, safety, pleasure and welfare of the members of the Association, including, but without limitation: street lighting, landscaping of Common Elements, maintenance, repair and replacement of the Common Elements or any other improvements on the Property; payment of taxes and insurance premiums, except as set forth in Section 6.02 of the By-Laws; all costs and expenses incidental to the operation and administration of the Association; and, such other items as may from time to time be deemed appropriate by the Board. The Board may also provide, by its Rules and Regulations, for ordinary maintenance and minor repairs and replacements to be fumished to Units by Association personnel or representatives and charged as a Common Expense.
6.17. Limitations on Developer. While the Developer maintains a majority on the Board, it shall make no additions, alterations, improvements or purchases which would necessitate a Special Common Expense Assessment or a substantial increase in the Annual Common Expense Assessment installments unless required by a govemmental agency, title insurance company or institutional Lender or in the event of an emergeney.
ARTICLE VII RESPONSIBILITIES OF OWNERS
7.01. Maintenance. Subject to the provisions of Section 3.04 hereof, each Unit Owner shall promptly furnish, perform, and be responsible for, at his own expense, all of the maintenance, repairs and replacements of all improvements within his own Unit, regardless of type. Every Town Home Unit Owner will be responsible for the snow clcaring of the driveway and service walk appurtenant to his Town Home. Every Garden Home Unit Owner will be responsible for the snow clearing of the balcony or patio appurtenant to his Garden Unit.
7.02. Rights of the Association. The Association may effect emergency repairs to any Unit which any Unit Owner thereof has failed to perform. Any and all expenses incurred by the Association pursuant to this provision shall be levied against the Owners affected thereby as a Remedial Assessment.
7.03. Damage Due to NeQlieence. Omission or Misuse. If, due to the negligent act or omission of or misuse by an Owner, or a member of his family or household pet, agent, employee, invitee, tenant or licensee, occupant or visitor (whether authorized or unauthorized by the Owner), damage shall be caused to the Common Elements, or to a Unit(s) owned by others, or maintenance, repairs or replacements shall be required.which would otherwise be a Common Expense, then the Unit Owner so responsible shall pay for such damage and be liable for any damages, liability, costs and expense, including attomeys' fees, caused by or arising out of such circumstances. Such maintenance, repairs and replaoements to the General or Limited Common Elements or the Unit(s) shall be assessed against the offending Unit Owner as a Remedial Assessment, subject to the By-Laws and the Rules and Regulations.
ARTICLE VIII EASEMENTS
8.01. Owner Easements. Every Owner, his successors and assigns, shall have the following perpetual easements with respect to the Property:
(a) A non-exclusive easement in, upon, over, under, across and through the Common Elements to keep, maintain, use, operate, repair and replace his Unit in its original position and in every subsequent position to which it changes by reason of the gradual forces of nature and the elements; and
(b) An exclusive easement for the existence and continuance of any encroachment by his Unit upon any Common Elements or any adjoining Unit, now existing or which may come into existence
-13- 847311.01 aa,5735PCOZo shall receive the assent of two thirds (2/3) in interest of the affected Owners in good standing. This vote shall be taken at meeting duly called for this purpose. Written notice of such a meeting, stating the purpose of the meeting, shall be sent to all Owners no less than thirty (30) calendar days in advance. The due date(s) of any Special Assessments, or any installment(s) thereof, shall be fixed in the resolution authorizing the Special Assessment.
6.10. Canital Imgrovement Assessment. In addition to the other Assessments herein authorized, the Board may levy, in any assessment year, a Capital Improvement Assessment for the purpose of acquiring or constructing a new capital improvement, provided that the acquisition or construction of any new capital improvement(s), the cost of which exceeds in the aggregate more than 10% of the Annual Common Expense Assessment provided for in the last annual budget, it shall receive the assent of two-thirds (2/3) in interest of the affected Owners in good standing. This vote shall be taken at a meeting duly called for this purpose. Written notice of such a meeting, stating the purpose of the meeting, shall be sent to all Owners no less than thirty (30) calendar days in advance. The due date(s) of any Capital Improvement Assessment, or any instaliment(s) thereof, shall be fixed in the resolution authorizing the Capital Improvement Assessment.
6.11. Exemotion from Caoital Improvement Assessments. Despite anything to the contrary herein, neither Developer nor any Permitted Mortgage Holder shall be required to pay any Capital Improvement Assessments without their express approval. Further this provision may not be amended without the written consent of Developer and every Permitted Mortgage Holder.
6.12. Remedial Assessment. ln addition to the other Assessments herein authorized, the Board may levy a Remedial Assessment against any individual Unit(s) in accordance with the provisions of Article VII hereof regarding Unit maintenance performed by the Association. The Board may also provide, by its Rules and Regulations, for ordinary maintenance and minor repairs and replacements to be furnished to Units by Association personnel or representatives and charged as a Remedial Assessment.
6.13. Miscellaneous Assessments. Any and all fines, late charges, costs of collection (including reasonable attorneys' fees), interest on any type of unpaid Common Expense Assessments, capital contributions, membership fees, escrow deposits or any other sums required to be paid to the Association by an Owner(s) by the provisions of this Master Deed, the By-Laws, the Certificate of Incorporation, the Rules and Regulations of the Association or any duly adopted Resolution of the Board, shall be deemed Comnon Expense Assessments which each Unit Owner has covenanted and agreed to pay according to the provisions of Section 6.06 hereof and for which each Unit Owner is liable according to the provisions of Section 6.07 hereof, and shall be collectible by the Association in the same manner as other Common Expense Assessments pursuant to the.provisions hereof and N.J.S.A. 46:8B-21.
6.14. Certificate of Payment. The Association shall, within five (5) business days after receipt of a written request of any Unit Owner liable for a Common Expense Assessment, or of the holder of a Permitted Mortgage for any Unit, fumish to that Unit Owner or Permitted Mortgage Holder, a certificate in writing, signed by an officer or duly authorized agent of the Association, setting forth whether or not such Common Expense Assessment has been paid. Such certificate shall constitute conclusive evidence of the payment of any Common Expense Assessments therein stated to have been paid.
6.15. Interest in Common Supr lus. Any common surplus of the Association resulting from the excess of income over expenses shall be allocated among the Members in the same manner as those expenses were assessed. Any common surplus of the Association resulting from the proceeds of any distribution of assets of the Association shall be allocated among the members of the Association, including the Developer, according to their percentage interests, subject to an adjustment to reflect an appropriate credit for any initial contribution to working capital, if applicable, in accordance with general accounting principles.
-12- 847311.01 B05735PG019 hereatter as a result of construction, reconstruction, repair, shifting, settlement or movement of any portion of the Unit, or any building in which any Units are located, or as a result of condemnation or eminent domain proceedings, so that any such encroachment may remain undisturbed so long as the building stands; and
(c) A non-exclusive easement for ingress to and egress from his Unit in, upon, under, over, across and through the Common Elements; and
(d) An easement in common with the owners of all other Units to use any and all pipes, wires, ducts, cables, conduits, public utility lines, television systems, sprinkler systems, master antenna facilities or other Common Elements located within any of the other Units or Common Elements and serving his Unit; and
(e) A non-exclusive easement in, over and through the General Common Elements to use the driveways, walks and other common facilities within the Condominium, subject to the right of the Board to:
(1) Promulgate niles and regulations for the use and enjoyment thereof; and
(2) Suspend the enjoyment and voting rights of any Unit Owner for any period during which any assessment for Common Expenses remains unpaid, or for any period during which any infraction of its published Rules and Regulations continues, it being understood that any suspension for either non-payment of any assessment or a breach of the rules and regulations of the Association shall not constitute a waiver or discharge of the Owner's obligation to pay the assessment.
(f) A non-exclusive easement for pedestrian ingress and egress to and from other Unit(s) over and through all common walkways and roadways located witbin the General Common Elements, which easement shall be for the benefit of all Owners and occupants within the Condominium and their invitees; and
(g) A non-exclusive easement for vehicular ingress and egress reasonably required to and from the Units over and through the private roadways, which easement shall be for the bene6t of all Owners and occupants of Units in the Condominium and their invitees; and
(h) An exclusive easement to use and enjoy the surfaces of the main walls (including any windows, skylights, doors, fireplace and chimney therein), ceilings, floors, stairways and stair wells and foyers of the Unit.
8.02. Develoger Easements. Developer, its respective successors and assigns, shall have the following easements with respect to the Property:
(a) A blanket and nonexclusive easement in, upon, through, under and across the Comnwn Elements for the purpose of (i) construction, installation, maintenance and repair of any improvements to the Units or the Common Elements, (ii) ingress and egress over and the use of all driveways and parking areas, (iii) installation, maintenance and repair of all promotional, directional and identification signs deemed appropriate by Developer, all of which may be illuminated and located anywhere on the Common Elements at the sole cost and discretion of Developer, which shall end upon the conveyance of the last Unit in the normal course of business, but in no event more than seven (7) years from the date of recording this Master Deed; and (iv) the utilization of existing and future model Units for marketing purposes shall exist until the expiration of one (1) year from the date the last Unit is sold and conveyed in the normal course of business. In addition, Developer hereby reserves the irrevocable right to enter into, upon, over or under any Unit for such purposes as may be reasonably necessary for the Developer or its agents to service such Unit provided that requests for entry are made in advance and that such entry is at a time reasonably convenient to the Owner. In case of an emergency, such right of entry shall be immediate whether the Unit Owner is present at the time or not; and
14- 947311.01 805735PG021 (b) A perpetual, blanket and non-exclusive easement in, upon, over, under, across and through the Common Elements for surface water nrnoff and drainage resulting from natural forces and elements, grading, and/or the improvements located upon the Property. No individual Unit Owner shall directly or indirectly interfere with or alter the drainage and runoff patterns and systems within the Property. In the event that any such easement right is exercised, the person or entity exercising such right shall be responsible for the repair of any damage arising directly or indirectly from its use or maintenance of the easement area.
8.03. Association Easements. The Property shall also be subject to the following easements:
(a) The Association shall have a perpetual and non-exclusive easement for the maintenance of any Common Elements, including those which may now or hereafter encroach upon a Unit; and
(b) The Association, through the Board or any manager, or managing agent, or their respective agents or employees, shall have the perpetual and non-exclusive right of access to each Unit, if required (i) to inspect the Unit if there is reasonable cause to believe there are violations of the Condominium Documents, that may result in an adverse impact on any other Unit or the Common EIements- or in the case of an emergency and to remedy any violations of the provisions of the Condominium Documents, or (ii) to perforTn any operations required in connection with the maintenance, repairs or replacements of or to the Common Elements, or any equipment, facilities or fixtures affecting or serving other Unit(s) or the Common Elements; provided that requests for entry are made in advance and that any such entry is at a time reasonably convenient to the Owner. In case of an emergency, such right of entry shall be immediate, whether the Unit Owner is present at the time or not; and
(c) The Association shall have a blanket, perpetual, and non-exclusive easement for the purposes of installation, maintenance and repair of directional and other identification signs of the Association as well as such signs initially installed by the Developer in accordance with Section 8.02(a) hereof, all of which shall be at the sole expense of the Association.
8.04. Permitted MortaaQe Holder Easements. Any Permitted Mortgage Holder, its officers, agents and employees, shall have a blanket, perpetual and non-exclusive easement to enter the Condominium or any part thereof to inspect the condition and repair of the Common Elements or any Units so encumbered by a first mortgage owned by it. This right shall be exercised only during reasonable daylight hours, and then whenever practicable, only after advance notice to and with the permission of the Board and the Owner.
8.05. Governmental Easements. A blanket, perpetual and non-exclusive easement of unobstructed ingress and egress in, upon, over, across and through the Common Elements to (i) the City of New Brunswick, the Association, their respective officers, agents and employees (but not the public in general) and (ii) all police, fire, and ambulance personnel in the proper performance of their respective duties, (including, but not limited to, emergency or other necessary repairs to a Unit which the Unit Owner has failed to perform), and for repair and maintenance of the Common Elements and all drainage systems and facilities on the Property. This Section 8.05 cannot be amended without the approval of the City of New Brunswick.
8.06. Utlitv Easement. A blanket, perpetual and non-exclusive easement in, upon, over, across and through the Common Elements for the purpose of the installation, maintenance, repair, service and replacement of all sewer, water, power and telephone pipes, lines, mains, conduits, waters, poles, transformers, master television antennas, cable television facilities and any other equipment or machinery necessary or incidental to the proper functioning of any utility systems serving the property, which easement shall be for the benefit of any govemmental agency, or utility company or other entity which requires same for the purpose of futnishing one or more of the foregoing services. In the event that any such easement right is exercised, the person or entity
-15- 847311.01 B05135PG022 exercising same shall be responsible for the repair of any damage arising directly or indirectly from its use or maintenance of the easement area.
8.07. Draina¢e Easement. A perpetual, blanket and non-exclusive easement in, upon, over, under, across and through the Common Elements for surface water runoff and drainage resulting from natural forces and elements, grading, and/or the improvements located upon the Property. No individual Unit Owner shall directly or indirectly interfere with or alter the drainage and runoff pattems and systems within the Property. In the event that any Unit Owner interferes with or alters any drainage or run-off pattem, the person or entity shall be responsible for the repair of any damage arising directly or indirectly from its actions.
ARTICLE IX BY-LAWS AND ADMfNISTRATION
9.01. Administration of Common Elements. The administration, operation and maintenance of the Common Elements and all other common facilities shall be by the Association in accordance with the provisions of the New Jersey Condominium Act, the Condominium Documents, the Affordable Housing Documents and any other agreements, documents, amendments or supplements to the foregoing which may be duly adopted or subsequently required by an lnstitutionat Lender designated by the Developer, or by any governmental or quasi- govemmental agency having regulatory jurisdiction over the Condominium, or by any title insurance company selected by Developer to insure title to any Unit(s).
While the Developer maintains control of the Board, it shall take no action which adversely affects an Owner's rights under N.J.A,C. 5:25-5.5. Claims relative to defects in Corrtmon Elements shall be processed in accordance with N.J.A.C.5:25-5.5.
9.02. Developer's Power of Attorney. Developer hereby reserves for itself, its successors and assigns, for a period of seven (7) years from the date the first Unit is conveyed to an individual purchaser, or until Developer conveys title to the last Unit, whichever occurs sooner, the right to execute on behalf of all contract purchasers, Owners, mortgagees, other lienholders or parties claiming a legal or equitable interest in the Condominium, any such agreements, documents, amendments or supplements to the above described documents which may be so required by an Institutional Lender, goverrrnmental or quasi-govemmental agency or title insurance company described in Section 9.01,
(a) Appointment. By acceptance of a deed to any Unit or by the acceptance of any other legal or equitable interest in the Condominium, each and every such contract purchaser, Owner, mortgagee, or other lienholder or party having a legal or equitable interest in the Condominium does automatically and irrevocably name, constitute, appoint and confirm Developer, its successors and assigns, as attorney-in-fact for the purpose of executing such agreements, documents, amendments, supplements or other insttument(s) necessary to effect the foregoing subject to the limitations set forth herein,
(b) Limitations. No such agreement, document, amendment or supplement which adversely affects the value of any Unit or changes the percentage of the undivided interest in the Common Elements or materially increases the financial obligations of the Unit Owner or reserves any additional or special privileges to the Developer or the Association shall be made without the prior written consent of the affected Owner(s) and all Eligible Mortgage Holders which hold mortgages encumbering the affected Unit(s). No such agreement, document, amendment or supplement shall adversely affect the priority or validity of any mortgage which encumbers any Unit, without the prior written consent of the owners of all
-16- 847311.01 005735PoaZ3 such mortgages. No such agreement, document, amendment or supplement shall revoke or diminish the delegation of any power or duty of the Board.
(c) Duration. The powers of attomey aforesaid are expressly declared and acknowledged to be coupled with an interest in the subject matter hereof and the same shall run with the title to any and all Units and be binding upon the heirs, personal representatives, successors and assigns of any of the foregoing parties. Further, said powers of attomey shall not be affected by the death or disability of any principal and are intended to deliver all right, title and interest of the principal in and to said powers. Said powers of attomey shall be vested in the Developer, its successors and assigns, until (i) it constructs and effectuates the initial conveyance of all Units; or (ii) the expiration of the foregoing seven (7) year period, whichever shall first occur. Thereafter, said powers ofattomey shall automatically vest in the Association on a perpetual basis and may be exercised by the Board.
9.03. Developer's Prohibited Voting. Unless approved by at least two-thirds (2/3) in inlerest of the Owners other than the Developer, the Developer shall not be permitted to cast any votes held by it for unsold Units for the purpose of amending this Master Deed, the By-Laws or any other document for the purpose of changing the permitted use of a Unit or the purpose of reducing the Common Elements or facilities. The Developer shall not be entitled to cast its vote for any unsold Units in the election of inembers to the Board of Directors during the period of Developer control of the Board and thereafter, unless at least two (2) years has elapsed since the Developer has sold and conveyed a Unit in the ordinary course of business.
9.04. Association's Power of Attorney. By acceptance of a deed to any Unit or by the acceptance of any other legal or equitable interest in the Condominium, each and every such contract purchaser, Owner, mortgagee, or other lienholder or party having a legal or equitable interest in the Condominium does automatically and irrevocably name, constitute, appoint and confirm the Association as attorney-in-fact for the following purposes: (i) to acquire title to or lease any Unit whose owner desires to surrender, sell or lease same in the name of the Association or its designees, corporate or otherwise, on behalf of all Owners to convey, sell, lease, mortgage (but not to vote the votes appurtenant thereto) or otherwise dispose of any such Units so acquired or to sublease any Units so leased by the Association; and (ii) to prepare, execute and record any amendments to the Master Deed required or contemplated by Articles IX, XIII and XV hereof.
ARTICLE X RESTRICTIONS
10.01. Covenants and Restrictions Auplicable to the Prooertv. The following covenants and restrictions are imposed upon by the Property subject to this Master Deed:
(a) To the extent that equipment, facilities and fixtures, within any Unit(s) shall be connected to similar equipment, facilities or fixtures affecting or serving the Common Elements or other Units, then the use thereof by the individual Owners shall be subject to this Master Deed, the By-Laws and the Rules and Regulations of the Association.
(b) The Common Elements shall be used only for the furnishing of the services and facilities for which they are reasonably intended and suited and which are incidental to the use and occupancy of the Units.
(c) No Unit Owner shall have the right to mortgage or encumber his Unit, unless such mortgage or encumbrance is a Permitted Mortgage. No other mortgages or encumbrances shall be permitted without the prior written consent of the Board.
17- 947311.01 805735PG024 be reviewed by the Board and, if approved, shall be executed by the Board and may then be submitted to the appropriate municipal authorities by the Owner. Such approval, however, shall not incur any liability on the part of the Association to any contractor, subcontractor, or materialman on account of such addition, alteration or improvement, or to any person having any claim for injury to person or damage to property arising therefrom. The Owners shall furnish the Board with a copy of any such permit which he has procured. The provisions of this subparagraph shall not apply to Units owned by the Developer until such Units have been initially sold and conveyed by the Developer. Despite the foregoing, nothing herein shall be construed to prohibit compiiance with the Fair Housing Amendments Act of 1988 nor the reasonable adaptation of any Unit for use by a disabled resident.
(h) No animal of any kind shall be kept or bred in any Unit or anywhere else within the Condominium, except that dogs, cats or other household pets are permitted, provided that there may be no more than two (2) such pets per Town Home and no more than one (1) such pet per Garden Home, that such pets are rtot kept, bred or maintained for any commercial purpose, that such pets weigh less than twenty-five (25) pounds, that such pets are housed within the dwelling and abide by all applicable ordinances. No outside pens, runs or yards shall be permitted. All residents of dwellings and their guests, invitees, agents and others who allow or permit their pets in their charge to defecate upon any exterior portion of the Condominium including a designated pet walk area, if any, or upon any public roadway within the Condominium, shall immediately thereafter remove from such exterior portion of the Condominium, or from such pet walk area or public roadway, any and all excrement left by the pet and dispose of it as soon as possible in a sanitary fashion, All residents of dwellings, guests, invitees, agents and others shall accompany the pet in their charge at all times, shall keep the pet on a leash, and shall carry with them at such time any devices necessary to remove the pet excrement, which removal shall be done immediately. Each Unit Owner shall be responsible for the conduct of his family, pet, guest, occupant or visitor.
(i) No portion of the Common Elements or other portion of the Property shall be used or maintained for the dumping of rubbish or debris, except in receptacles provided or approved by the Association. Trash, garbage or other waste from individual Units shall be kept in sanitary containers for collection by the applicable haulers.
(j) No clothes, sheets, blankets, or laundry of any kind or other articles shall be hung or displayed on the outside of windows or placed on the outside of window sills or walls of any dwelling or in any parking areas on any exterior portion of the Condominium. No signs or displays of any kind (including for rent and for sale signs) shall be displayed, shown or put in any window of any dwelling or installed within the Condominium except for (i) identi6cation and directional signs constructed by the Developer or its successor in title or (ii) signs displayed by the Developer for sales, leasing, or exhibition purposes while any Units remain unsold within the Condominium. No balcony enciosura, canopies, shutters or, radio or television antenna, aerial or satellite dish shall be erected, displayed, shown, put in any window or installed within the Condominium, except as permitted by applicable law.
(k) No Unit Owner (other than Developer) shall have the right to install or build an exterior deck appurtenant to his Unit without the prior approval of the Board, and appropriate governmental authorities.
-19- 847J 1t.o 1 005735PGa26 (d) All property taxes, special assessments and other charges imposed by any taxing authority are to be separately assessed against and collected on each Unit as a single parcel, as provided by the New Jersey Condominium Act. In the event that for any year such taxes are not separately taxed to each Unit, but are taxed on the Property as a whole, then each Unit Owner shall pay his proportionate share thereof based upon its respective obligation for payment of Common Expenses.
(e) Each Unit Owner shall pay for his own telephone, gas, electric, water, cable, satellite television and other utilities which are separately metered or billed to each Unit by the respective company providing such services. Utilities or other services which are not separately metered or billed or which serve the Common Elements shall be treated as part of the Common Expenses.
(f) No Unit erected shall be used or rented for transient or hotel purposes, which shall be defined as (i) rental for any period less than one (1) year; or (ii) any rental where the occupants of the Unit are provided customary hotel services such as room service for food, beverages, maid service, fumishing laundry and linen and bellboy service; provided, however, that any Unit Owner may rent a Unit for less than one (1) year to a contract purchaser, but in no event for transient or hotel purposes. No Unit Owner may lease less thari the entire Unit. Copies of all leases executed by a Unit Owner, other than the Developer, must be fumished to the Association prior to the commencement of the term thereof. Other than the foregoing obligations, Owners shall have the right to lease the Unit provided said lease is in writing and is made subject to all of the provisions of this Master Deed and the By-Laws of the Association and other documents referred to herein, including the right of amendment reserved to Developer, and provided further, that any failure of the lessee to fully comply with the terms and conditions of such documents shall constitute a default under the lease. No leasing shall, however, relieve the Unit Owner from his obligations hereunder and he shall remain primarily responsible therefor. In the event a tenant of a Unit Owner fails to comply with the provisions hereof, and the By- Laws or Rules and Regularions of the Association, in addition to all other remedies which it may have, the Association shall notify the Unit Owner of such violation and dentand that same be remedied through the Owner's efforts within thirty (30) calendar days after such notice. If such violation is not remedied within such thirty (30) day period, the Unit Owner shall immediately thereafter, at his cost and expense, institute and diligently prosecute eviction against such tenant on account of such violation.
(g) No Unit Owner (other than the Developer) may make any structural additions, alterations or improvements within his Unit or in or to any Common Elements nor impair any easement without the prior written approval of the Board, nor without all required govemmental permits and approvals. Despite the foregoing, while the Developer maintains a majority on the Board, it shail make no additions, altemations, improvements or purchases which would necessitate a Special Assessment or a substantial increase in the Annual Common Expense Assessment unless required by a govemment agency having jurisdiction over the Property, a title insurance company, or Institutional Lender for a mortgage which encumbers the Property, or in the event of an emergency. The Board shall have the obligation to answer any written request received by it from a Unit Owner for approval of a proposed structural addition, alteration or improvement to his Unit within forty-five (45) calendar days after the receipt of such request, and a failure to do so within the stipulated time shall constitute a denial of the proposal. Any application to any municipal authority for a permit to make such an addition, alteration or improvement must
-18- 847311.01 B05735PG025 (I) No vehicles of a size larger than a panel truck and no mobile home, recreation vehicle, boat, boat trailer, commercial pick up truck or commercial van, truck cabs, inoperable vehicle, or the like, shall be parked on any part of the Condominium, except those construction, delivery or service vehicles that are temporarily within the Condominium for the purpose of servicing the Condominium or any of the Units, shall be permitted. All vehicles within any part of the Condominium must be properly registered, inspected, insured and operable at all times. Residents who own, lease, or otherwise possess prohibited vehicles shall arrange to park or store them off the Property or park them within their respective garages at all times that such vehicles may be brought unto the property. There shall not be parking on any roadways, except in designated parking spaces.
(m) No accessory buildings or structures are permitted anywhere within the Condominium including, but not limited to, tool sheds and greenhouses.
(n) Except for those installed or planted by the Developer, no fences, structures, hedges, bushes, trees or plants or other obstructions shall be permitted within the Condominium without the prior written approval of the Board in accordance with the standards promulgated by the Board and the requirements of the City of New Brunswick.
(o) There shall be no obstruction of the Common Elements nor shall anything be stored in or upon the Common Elements without the prior consent of the Board. The use by a Unit Owner of any designated storage area which is a Limited Common Element appurtenant to his Unit shall be prescribed by the Rules and Regulations promulgated by the Board of Directors.
(p) Nothing shall be done or kept in any Unit or in or upon the Common Elements which will increase the rates of insurance of any Building or the contents thereof beyond the rates applicable for the Units, without the prior written consent of the Board. No Unit Owner shall permit anything to be done or kept in his Unit or in or upon the Common Elements which shall result in the cancellation of instuanoe of any Building or the contents thereof, or which will be in violation of any law.
(q) No exterior ioudspeakers, other than as contained in portable radios or television sets shall be permitted, nor shall unshielded floodlights be installed in any exterior area of any Unit or any deck appurtenant thereto without the permission of the Board.
(r) In order to provide an orderly procedure in the case of title transfers and to assist in the maintenance of a current, up to date roster of Owners, each Unit Owner shall give the Secretary of the Association timely notice prior to a transfer (sale) of his Unit. Said notice shall notify the Secretary of the names and home addresses of the purchasers.
(s) No unlawful use shall be made of any Unit and all laws, zoning ordinances and regulations of all govenunent bodies having jurisdiction thereover shall be observed.
(t) All Units must be heated to the extent necessaty to prevent damage from freezing temperatures during the months of October through April, inclusive, regardless of whether or not occupied. Any Unit Owner failing to so heat his Unit shall be obligated to pay a Remedial Assessment for the costs of any damage caused to any portion of the Condominium due to his neglect, or if such damage is insured by the Association for any
-20- sani i.oi aa5735PG427 deductible or any amount not received by the Association from the prooeeds of the insurance.
(u) No firewood may be stored in or on any parking space, parking area or balcony, and no propane gas may be stored on any deck, patio or balcony.
(v) No maintenance or washing of any automobile or other vehicle shall be performed in any driveway or other parking area.
(w) No bicycles, baby carriages, wagons or similar non-motorized vehicles or toys, nor mopeds, motorcycles or similar motorized vehicles shall be parked or otherwise left unattended in any Common Element, except that a licensed motorcycle may be parked in any marked parking space.
(x) No Unit Owner shall place or store any item in any "attic" space or other space above the gypsum board or other material constituting the ceiling of his Unit.
(y) All Low Income Garden Homes and Moderate Income Garden Homes shall be subject to the provisions of the Affordable Housing Documents and any applicable regulations for Fulton Square Condominium.
(z) The rental of any Low Income Garden Homes or Moderate Income Garden Homes shall be subject to the applicable provisions of the Affordable Housing Documents and any applicable regulations for Fulton Square Condominium.
10.02. Fines. The Board shall have the power to promulgate and adopt such Rules and Regulations as may be necessary to carry out the intent of these use restrictions and shall have the right to bring lawsuits to enforce such restrictions and the Rules and Regulations so promulgated. Without limiting the foregoing, to the extent that New Jersey law may permit, the Board shall further have the right to levy tines for violations of such Rules and Regulations, as well as for any violations of this Master Deed or By-Laws of the Association, provided that the fine for a single violation may not, under any circumstances, exceed the maximum amount permitted by law. Each day that a violation continues after receipt of notice of same by the Unit Owner may be considered as a separate violation. Any fine so levied shall be considered as a Common Expense Assessment to be levied against the particular Unit Owner involved, and collection may be enforced by the Board in the same manner as the Board is entitled to enforce collection of all other Common Expense Assessments.
10.03. Affordable Housing Restrictions. The Condominium is ultimately intended to include fifty-seven (57) Low Income Garden Homes or Moderate Income Garden Homes in accordance with the Affordable Housing Documents, in addition to the other easements and restrictions contained herein, occupancy and sale of the Low Income Garden Homes or Moderate Income Garden Homes and the improvements contained thereon are further subject to the restrictions set forth in the Affordable Housing Documents.
Neither the Developer, the Owner, the Association nor the Adniinistrator shall amend or alter the provisions of the Affordable Housing Documents without first obtaining the approval of the City of New Brunswick. Any such approved amendments or modifications of the Affordable Housing Documents shall be in writing and shall not be effective unless and until recorded with the Middlesex County Clerk.
-21- sM17311.01 305735PGa2g ARTICLE XI INSURANCE
11.01. Insurance. The Board shall obtain and continue in effect blanket property insurance on the Common Eleinents in an amount equaling replacement value (exclusive of land, foundations or slabs, excavations and such other items as are usually excluded from such insurance coverage) and in form satisfactory to any Eligible Mortgage Holder holding first mortgages on a majority of the Units. In addition, the Board shall obtain and continue such other amounts of insurance as may be required by the provisions of the By-Laws and in accordance with the provisions of N.J.S.A. 46:8B-14(d). The insurance shall include coverage on the Moderate Income Units equal to the replacement cost of such Moderate Income Units. Except for individual Unit coverage, premiums for all insurance coverage described in Section 6.02 of the By-Laws shall be a Common Expense to be included in the Annual Common Expense Assessment.
11.02. Disposition of Insurance Proceeds. If any Unit, Common Element or any part thereof is damaged or destroyed by fire or casualty and is covered by insurance maintained by the Association, the repair and - restoration of the improvement and the ultimate disposition of any insurance proceeds shall be in accordance with Section 5.02 hereof and the provisions of this Article XI.
11.03. Insurance Proceeds Less than or Equal to $50 000 00. If such insurance proceeds are derived from a loss of $50,000.00 or less, then the Board shall contract with any licensed contractor or contractors to rebuild or repair such damaged or destroyed portions of the Unit or Common Element in conformance with the original plans and specifications, or if adherence to such original plans and specifications is impracticable in the discretion of the Board, then in conformance with revised plans and specifications provided such ropairs or rebuilding shall be of a quality and kind substantially equivalent to the original construction. The Board shall accept bids only in specific amounts and shall not enter into any cost-plus or other stiding scale arrangement for compensation to the contractor.
11.04. lnsurance Proceeds Greater than 50 000 00. If the insurance proceeds derived are from a loss to a Unit or any part of the Common Elements and exceed $50,000.00, all such insurance proceeds shall be paid directly to an Insurance Trustee as may be designated by the Board, as trustee for all Eligible Mortgage Holders holding fust mortgages on any portion of the Common Elernents and all Owners as their interests may then appear. Disbursement of such funds shall be made only upon the signatures of a majority of the members of the Board in accordance with the following:
(a) Upon notification of the receipt of insurance proceeds by the Insurance Ttvstee or at such earlier date as may be determined by the Board, the Board shall enter into a contract for a specific dollar amount with a licensed contractor or contractors for the repair or rebuilding of all of the damaged or destroyed portions of the Property, as nearly as practicable to the original plans and specifications thereof and in accordance with all applicable building codes,
(b) The Board shall enter into said contract with a licensed contractor or contractors, which contract shall have provisions for periodic disbursements of funds by the trustee. Disbursements to the contractor shall be made subject to the receipt of an architect's certificate and contractor's requisition containing such provisions as may be appropriate under the circumstances and deemed suitable by the Board.
(c) The Board shall employ a properly qualified party to supervise the repair and rebuilding to ensure that such work, services and supplies are of proper quality and that construction is completed in a worlmranlike manner and according to plans and specifications.
-22- a47311.01 B45735PGQ29 11.05, Responsibility of Owner. If the damage is only to improvements within a Unit for which the responsibility for maintenance and repair is that of the Owner, then that Unit Owner shall be responsible for reconstruction and repair, but the proceeds of any insurance that may have been obtained by the Association and cover such damage, if any, shall be made available for such purpose. Subject to the provisions of this Master Deed and the Affordable Housing Documents, in all other instances the responsibility of reconstruction and repair after casualty shall be that.of the Association.
11.06. Insurance Proceeds Insufficient. If the proceeds of insurance are not sufficient to defray the estimated costs of reconstruction and repair of the insured property, or if at any time during or upon completion of reconstruction and repair, the funds for payment of the costs thereof are insufficient, assessments shall be niade against all Owners in sufficient amounts to provide funds for the payment of such costs. Despite anything to the contrary in this Master Deed or By-Laws, such assessments shall be in the same proportion as the Owner's obligation to pay Annual Common Expenses Assessments. The foregoing provisions of this Section are applicable to the repairs and reconstruction to be undertaken by the Association and do not cover damages to other improvements within the Unit for which the responsibility of maintenance and repair and the cost thereof is that of the Owner; provided, however, any portion of the insurance proceeds covering damage for which the responsibility of reconstruction and repair ties with an individual Unit Owner shall be paid to said Owner, and utilized to repair the damage covered, or if there is a mortgage endorsement as to such Unit, then to the Unit Owner and mortgagee, jointly.
11.07. Excess Insurance Proceeds. If the amount of available insurance proceeds should exceed the cost of any such reconstruction or repair, the excess shall be retained by the Association and applied by it to reduce the Annual Common Expenses Assessments of the Owners.
11.08. Assianment to Permitted Mortgage Holder. In the event the Association determines not to repair or restore the damaged property in accordance with N.J.S.A. 46:8B-24, any insurance proceeds payable to a Unit Owner as a result of damage or destruction to his Unit and/or interest in the Common Elements are hereby assigned and shall be paid to any appropriate Permitted Mortgage Holder(s) as their interests may appear, for application to the appropriate mortgage indebtedness and the excess, if any, shall be paid to the appropriate Owners, all in accordance with N.J.S.A. 46:8B-24. Despite the foregoing, nothing in this paragraph shall relieve the Association from any obligations to repair or replace the Low or Moderate Income Garden Homes and their appurtenant Common Elements under the Affordable Housing Documents.
ARTICLE XII EMINENT DOMAIN
12.01. eneral. This Section shall be deemed to be supplemental to and not in derogation of the provisions of N.J.S.A. 46:88-25.
12.02. Notice and Particination of Owners. If any Unit, building, improvement, Common Element or any part thereof shall be taken, injured or destroyed by eminent domain, each Unit Owner affected shall be entitled to notice of such taking and to participate through the Association in the proceedings incident thereto.
12.03. Allocation of Awards. Any awards made in connection with such proceedings shall be collected by the Association and applied or distributed by it in accordance with the following and Section 5.02, unless the award or decree provides to the contrary:
(a) Upon any acquisition by the condemning authority which renders a Unit uninhabitable, unless the decree provides otherwise, each affected Unit's entire percentage interest and its corresponding liability for payment of Common Expenses shall be automatically
-23- 847311.0t g05735PG030 reallocated to the remaining Units in proportion to their respective percentage interests and liability for payment of Annual Common Expense Assessments, before the reallocation, and the Association shall promptly prepare, execute, and record an amendment to the Master Deed reflecting the reallocations. Any remnant of a Unit which has been rendered uninhabitable after a part of a Unit is taken under this subsection shall thereafter be a Common Element.
(b) In the case of a Unit which remains habitable after acquisition of any portion of the Unit by the condemning authority, unless the decree provides otherwise, the percentage interest of each such affected Unit which remains habitable shall remain unchanged. No reallocation or reduction in the liability for payment of Annual Common Expense Assessments shall occur under these circumstances.
(c) If a part of the Common Elements is acquired by eminent domain, the award must be paid to the Association and unless the decree provides otherwise, the Association shall divide any portion of the award not used for any restoration or repair of the remaining Common Elements among the Owners affected, in proportion to their respective damage suffered and their respective percentage interest in the Common Elements before the taking on an equitable basis.
(d) If all of the Common Elements are acquired by eminent domain, the award must be paid to the Association and unless the decree provides otherwise, the Association shall divide the award among all Owners in accordance with their respective percentage interests in the Common Elements.
(e) Despite the foregoing, if a portion of an award is attributable to the acquisition by the condemning authority of any Limited Common Elements, unless the award provides otherwise, such portion must be equitably distributed among the Owners of Units to which the applicable Limited Common Elements were allocated at the time of acquisition based upon the relative proportionate percentage interest of the affected Owners.
ARTICLE XIH PROTECTIVE PROVISIONS FOR THE BENEFIT OF ELIGIBLE MORTGAGE HOLDERS
13.01. Notice to EliQible Mortga¢e Holders. The Association shall be deemed to have fulfilled its obligations hereunder and an Eligible Mortgage Holder shall be deemed to have been given any required notice hereunder so long as the Association can establish that it served the notice in question in the manner provided herein directed to the Eligible Mortgage Holder at the last address given by it to the Association in the manner provided herein. The manner in which the Association shall give the notices to said Eligible Mortgagee Holder pursuant to this Article XIIi shall be via United States Postal Service by certified mail, with return receipt requested and sufficient prepaid postage affixed thereto, addressed to the last address of the Eligible Mortgage Holder identified to the Association as provided herein.
13.02. Amendments Reauirin¢ Written Anproval of 51% of Eligible Mortes¢e Holders. The prior written approval of at least fifty-one percent (51 "/o) of the Eligible Mortgage Holders is required for any material amendment to this Master Deed or to the By-Laws or Certificate of Incorporation including, but not limited to, any amendment which would change any provision relating to:
(a) voting rights;
-24- 8d7711.D1 B05735pGd31 (b) reserves for maintenance, repair and replacement of Common Elements;
(c) responsibility for maintenance and repairs;
(d) reallocation of interests in the General or Limited Common Elements or rights to their use;
(e) boundaries of any Unit;
(f) convertibility of Units into Common Elements or vice versa;
(g) expansion or contraction of the Condominium, or the addition, annexation or withdrawal of land to or from the Condominium;
(h) insurance or fidelity bonds;
(i) leasing of Units;
(j) imposition of any restrictions upon an Owner's right to sell or transfer his or her Unit;
(k) a decision by the Association to establish self-management rather than professional management;
(1) restoration or repair of the Condominium (after damage, destruction or condemnation) in a manner other than that specified in this Master Deed;
(m) any action to terminate the legal status of the Condominium as a Condominium after substantial damage or condemnation occurs; or
(n) any provisions that expressly benefit Eligible Mortgage Holders.
Despite the above, with regard to any amendment required by the City of New Brunswick in connection with the Affordable Housing Documents for Fulton Square Condominium, or any amendments thereto, the prior written approval of Eligible Mortgage Holders shall not be required.
13.03. Amendments R u'rin Aporoval of 67% of Eligible Mo a Holders. The prior written approval of at least sixty-seven percent (67%) of the Eligible Mortgage Holders is required before the effectuation of any decision by the Owners to terminate the legal status of the Condominium as a Condominium for reasons other than substantial destruction or condenmation of the Property.
13.04. Imnlied Approval of Eligible Mortgage Holders Assumed. In spite of the requirements of prior written approval of Eligible Mortgage Holders provided in Sections 13.02 and 13.03 of this Master Deed, provided that the Association serves notice on Eligible Mortgage Holders of those matters which are the subject of Sections 13.02 and 13.03 of this Master Deed in the manner provided in Section 13.01 of this Master Deed, the Association may assume implied approval of any Eligible Mortgage Holder failing to submit a written response to any notice given within thirty (30) calendar days after it receives such notice as provided herein and so long as the notice was delivered by certified mail as indicated by a signed return receipt.
13.05. Notice of Non-Material Amendment. Any Eligible Mortgage Holder shall be entitled to receive thirty (30) calendar days advance notice from the Association of any proposed non-material amendment to the Master Deed, the By-Laws or the Certificate of Incorporation permitted by such docunxnts, which notice shall include a copy of the proposed change. Any Eligible Mortgage Holder shall be deemed to have implicitly
-25- 847311.01 B05735Q a a 3 2 approved such change as proposed unless it states in a written response to the Association its objections or comments relative to such proposed change.
13.06. Notice. Any Eligible Mortgage Holder shall be entitled to timely written notice of:
(a) any condemnation or casualty loss that affects either a material portion of the Condominium or the Unit securing the Eligible Mortgage Holder's mortgage; and no Unit Owner or other party shall have priority over such Eligible Mortgage Holder with respect to the distribution to such Unit(s) of the proceeds of any condemnation award or settlement in the event of condemnation or with respect to the distribution to such Unit(s) of any insurance proceeds in the event of casualty loss; and
(b) any sixty (60) calendar day delinquency in the payment of Common Expense assessment installments or other assessments or charges owed to the Association by a Unit Owner of any Unit or which the Eligible Mortgage Holder holds a mortgage; and
(c) a lapse, cancellation or material modification of any insurance policy or fidelity bond maintained by the Association; and
(d) any proposed action that requires the consent of a specified percentage of Eligible Mortgage Holders.
The Eligible Mortgage Holder for any Unit must send a written request to the Association stating both its name and address and the address of the Unit on which it holds the mortgage to be entitled to receive the information discussed in subparagraphs (a) through (d) of this Section 13.06.
13.07. No Partition. No Unit may be partitioned or subdivided without the prior written approval of any Eligible Mortgage Holder for such Unit,
13.08, Common Expense Lien Subordinate. Except to the extent of the priority permitted by N.J.S.A. 46:8B-2 t and/or any other applicable law authorizing the establishment of a limited lien priority for the payment of Common Expense Assessments, any lien the Association may have on any Unit for the payment of Comnwn Expense assessments attributable to such Unit is subordinate to the lien or equivalent security interestof.any first mortgage on the Unit recorded prior to the date any such Common Expense Assessment became due.
13.09. Notice of Meetinas. Any Eligible Mortgage Holder shall receive written t•iotice of all meetings of the Association and be permitted to designate a representative to attend all such meetings..
13.10. Inspection of Records. Any Eligible Mortgage Holder shall, upon written request, (a) be permitted to inspect the books and records of the Association during notmal business hours; and (b) receive an annual audited financial statement of the Association within ninety (90) calendar days following the end of any fiscal year of the Association. The Association shall maintain current copies of the Condominium Documents and the Affordable Housing Documents, and any respective amendments thereto, as well as its own books, records and financial statements. These documents shall be available for inspection by Owners and Eligible Mortgage Holders.
13.11. Liability for Common Expense Assessments. Any Permitted Mortgage Holder holding a firsl mortgage lien on a Unit that obtains title to a Unit as a result of foreclosure of the first mortgage, or by deed or assignment in lieu of foreclosure, or any purchaser in a foreclosure sale, or their respective successors and assigns, is not liable for the share of the Common Expenses or other assessments by the Association pertaining to such Unit or chargeable to the former Unit Owner which became due prior to acquisition of title. Such unpaid share of
-26- a4731t.ot I B05735PG03^ Common Expenses and other assessments shall be deemed to be Common Expenses collectible from all of the remaining Owners, including such acquirer, his successors and assigns.
13.12. Common Expense Default. Despite the absence of any express provision to such effect in the mortgage instrument, in the event that there is any default in the payment of any installment of any Common Expense Assessment with respect to any Unit, either regular or special, the Permitted Mortgage Holder holding a mortgage which encumbers such Unit shall be entitled to declare such mortgage in default in the same manner that is peRnitted by such mortgage with respect to any default in the payment of real estate taxes.
13.13. Management Agreements. Any management agreement for the Condominium may be terminated by the Association with or without cause upon sixty (60) calendar days prior written notice thereof, and the term of any such agreement shall not exceed one (1) year.
ARTICLE XIV DEVELOPER'S RIGHTS AND OBLIGATIONS
14,01. Ratification. Confirmation and Approval of Agreements. The fact that some or all of the Officers, Directors, Members or employees of the Association and the Devel(kper may be identical, and the fact that the Developer or its nominees, have heretofore or may hereafter enter into agreements with the Association or with third parties, will not invalidate any such agreements and the Association and its Members, from time to time, will be obligated to abide by and comply with the terms and conditions thereof. The purchase of a Unit, and the acceptance of the Deed therefor by any party, shall constitute the ratification, confirmation and approval by such purchaser, his heirs, legal representatives, successors and assigns, of the propriety and legality of said agreements or said agreement, or any other agreements authorized and permitted by the New Jersey Condominium Act, the Condominium Documents and the Affordable Housing Documents.
14.02. Rights Reserved to Developer. Despite anything to the contrary herein or in the Certificate of Incorporation or By-Laws of the Association, Developer hereby reserves for itself, its successors and assigns, for so long as it owns one or more Units in the Condominium, the right to sell, lease, mortgage or sublease any unsold Units within the Condominium. Further, and despite the provisions of Section 9.02 hereof, for so long as the Subscription and Purchase Agreement has not been executed for any unsold Unit, the Developer reserves the right to change the size, layout, design, number and percentage interest of any such Unit provided that all necessary governmental permits and approvals have been obtained, if any.
14.03. Transfer of Snecial Develoner's Rights. No special right created or reserved to the Developer under this Master Deed ("Special Developer Rights") may be transfetsed, except by an instrument evidencing the transfer recorded in the Office of the Clerk of Middlesex County, New ]ersey. The instrument shall not be effective unless executed by the transferee.
14.04. Liability of Transferor. Upon transfer of any such Special Developer Right, the liability of the transferor is as follows:
(a) A transferor is not relieved of any obligation or liability arising before the transfer and remains liable for warranty obligations imposed upon him, Lack of privity does not deprive any Unit Owner of standing to bring an action to enforce any obligation of the transferor.
(b) Ef a transferor retains any such Special Developer Right, or if a successor to any such Special Developer Right is an Affiliate o€the Developer, the transferor is subject to liability for all obligations and liabilities imposed on a Developer or by the Master Deed, arising after the transfer, and is jointly and
-27- 64731 t A t an5735PG03u severally liable with the successor for the liabilities and obligations of the successor which relate to the Condominium, including the Affordable Housing Documents.
(c) A transferor who retains no such Special Developer Rights has no liability for any act or omission or any breach of a contractual or warranty obligation arising from the exercise of any such Special Developer Right by a successor Developer who is not an Affiliate of the transferor.
14.05. Transfer of Rights Reauested. Unless otherwise provided in a mortgage instrument or deed of trust, in case of foreclosure of a mortgage, sale by a trustee under a deed of trust, or a sale under any bankruptcy or receivership proceedings, or a sale under the Affordable Housing Documents of any Units owned by the Developer, a person acquiring title to all the Units being foreclosed or sold, but only upon his request, succeeds to all such Special Developer Rights, as well as the Developer Rights under the Affordable Housing Documents, or only to any such Special Developer Rights to maintain models, sales offices and signs. The judgment or instrument conveying title shall provide for transfer of only the Special Developer Rights requested.
14.06. Foreclosure Bankruntcv Receivership. Upon foreclosure, sale by a trustee under a deed of trust, or sale under any bankruptcy or receivership proceedings, of all Units in the Condominium owned by Developer:
(a) The Developer ceases to have any such Special Developer Rights, and
(b) The period of Developer control terminates unless the judgment or instrument conveying title provides for transfer of all such Special Developer Rights to a successor to Developer who is an Affiliate of the Developer.
14.07. Liability of Successors. The liabilities and obligations of persons who succeed to all Special Developer Rights are as follows:
(a) A successor to all such Special Developer Rights who is an Affiliate of the Developer is subject to all obligations and liabilities imposed on any Developer by law or by the Master Deed or the Affordable Housing Documents.
(b) A successor to all such Special Developer Rights, other than a,successor described in Section 14.07 (c) or (d) hereof who is not an Affiliate of Developer, is subject to all obligations and liabilities imposed upon Developer by law, or by the Master Deed, or by the Affordable Housing Docutnettts, but he is not subject to liability for misrepresentations or warranty obligations on improvements made by any previous Developer or made before the Condominium was created, or for a breach of fiduciary obligation by any previous Developer.
(c) A successor to only a Special Developer Right to maintain models, sales offices and signs, if he is not an Affiliate of Developer, may not exercise any other Special Developer Right, but is not subject to any liability or obligation as a Developer.
(d) A successor to all Special Developer Rights who is not an Affiliate of Developer and who succeeded to those rights pursuant to a deed in lieu of foreclosure or a judgment or instrument conveying title to Units under Section 14.06 aforesaid, may declare his intention in a recorded instrument to hold those rights solely for transfer to another party. Thereafter, until transferring all such Special Developer Rights to any person acquiring title to any Unit owned by the successor, or until recording an instrument permitting exeroise of all those rights, that successor may not exercise any of those rights other than right to control the Board for the duration of any period of Developer control, and any attempted exercise of those rights is void. So long as a successor Developer may not exercise special rights under this section he is not subject to any liability or
_28_ s473i t.ot g05735PG035 obligation as a Developer other than liability for the successor's acts and omissions under the Master Deed or the Affordable Housing Documents.
(e) Nothing in this Section subjects any successor to a Special Developer Right to any claims against or other obligations of a transferor other than claims and obligations arising under the Master Deed or the Affordable Housing Documents.
ARTICLE XV GENERAL PROVISIONS
15.01. Duration. The provisions of this Master Deed shall be perpetual in duration, shall run with and bind all of the land included in the Condominium and shall inure to the benefit of and be enforceable by the Association and the Owners, their respective successors, assigns, heirs, executors, administrators, and personal representatives, except that the covenants and restrictions set forth in Article X shall have an initial term of forty years from the date this Master Deed is recorded in the office of the Middlesex County Clerk. At the end of such period, such covenants and restrictions shall automatically be extended for successive periods of ten (10) years each, unless at least sixty-seven percent (67%) in interest of the Owners at the time of expiration of the initial period, or of any extension period, shall sign an instrument, or instruments (which may be in counterparts), in which they shall agree to change said covenants and restrictions in whole or in part. No such agreement shall become binding unless written notice containing the tetms of the proposed agreement is sent to every Unit Owner at least ninety (90) days in advance of the action taken in authorizing said agreement. Moreover, any changes conceming any such agreement shall become effective and binding upon the recording of the aforesaid fully executed instrument(s) containing such agreement. Further, in no event may the Common Elements be conveyed to any third person, firm or corporation, without the express consent, by ordinance, of the goverr»ng body of the City of New Brunswick (or such other municipal corporation or governmental entity as may then have zoning and subdivision jurisdiction over the Property).
15.02. Amendment of Master Deed. This Master Deed may be amended at any time after the date hereof by a vote of at least sixty-seven percent (67%) in interest of all Owners, at any meeting duly held in accordance with the provisions of the By-Laws provided, however, that any amendment so requiring it under the provisions of Article XIII, shall also have the prior written approval of each Eligible Mortgage Holder. Any amendment affecting the Affordable Housing Documents for Fulton Square Condominium shall ftrst be approved by the Administrator. The Developer shall not be permitted to cast any votes held by it for unsold Units to amend the Master Deed, By-Laws or any other document for the purpose of changing the permitted use of a Unit or for the purpose of reducing the Common Elements or common facilities. No amendment shall be effective until recorded in the Office of the Clerk of Middlesex County, New Jersey. This paragraph is by way of supplement to and not in derogation of the powers of amendment reserved to Developer pursuant to Article IX hereof. In the alternative, an amendment may be made by an agreement, signed and acknowledged by at least sixty-seven percent (67%) in interest of the Owners in the manner required for the execution of a deed, and such amendment shall be effective when recorded in the Office of the Clerk of Middlesex County, New Jersey. Despite anything to the contrary herein or in the By-Laws, no amendment shall revoke or diminish the delegation of any power or duty to the Board and approval of the City of New Brunswick is required for any amendment of its Affordable Housing Documents. Further, no such amendment shall be made to any provision hereof required by any ordinance or approval granted by the City of New Brunswick without the express approval of the City of New Brunswick.
15.03. Enforcement. Enforcement of this Master Deed shall be any appropriate proceeding in law or equity in any court or administrative tribunal having jurisdiction against any person or persons, firm or corporation violating or attempting to violate any covenant herein contained; either to restrain or enjoin such violation or threatened violation, or to recover damages; and against any Unit Owner to enforce any lien created
-29- 84771lAI 805735GG036 by this Master Deed in any covenant herein contained. Failure by the Association or any Member thereof to enforce any covenant herein contained for any period of time shall in no event be deemed a waiver or estoppel of the right to thereaRer enforce same.
15.04. Validi . The invalidity of any provision of this Master Deed, the Certificate of Incorporation, or the By-Laws of the Association shall not be deemed to impair or affect in any manner the validity, enforceability or affect the remainder of this Master Deed or said By-Laws and in such event all of the other provisions of this Master Deed and said By-Laws shall continue to full force as if such invalid provisions had never been included.
15.05. Waiver. No provision contained in this Master Deed shall be deemed to have abrogated or waived by reason of any failure to enforce same, irrespective of the number of violations or breaches which may occur.
15.06. Gender. The use of the masculine gender in this Master Deed shall be deemed to refer to the feminine gender and the use of the singular shall be deemed to refer to the plural, and vice versa, whenever the context so requires.
15.07. Notice to Association. Unless a particular document petmits or requires a particular notice to be given or served in a different manner, notice permitted or required to be given to or served upon the Association under the Condominium Documents shall be deemed to have been properly given to or served upon the Association when same is mailed via the United Slates Postal Service by certified mail, with return receipt requested and sufficient prepaid postage affixed thereto, addressed to the current Secretary or corporate registered agent of the Association as reflected in the official records of the New Jersey State Treasurer as of the date such notice is mailed.
15.08. Conflicts with Affordable Housing Documents. Govemmental Reauirements or Permits. In the case of any conflict of any provision of the Condominium Documents with any provisions of the Affordable Housing Documents or any applicable governmental requirements or permits, the requirements of the Affordable Housing Documents and such governmental requirements or permits shall be deemed to control.
15.09. Exhibits. Attached hereto and made a part hereof are the following exhibits:
EXHIBIT "A" - Legal Description of the Property
EXHIBIT "B" - Filed Condominium Map
EXHU3IT "C" - Architectural Drawings
EXHIBIT "D" - Certificate of Incorporation of Fulton Square Condominium Association, Inc.
EXHIBIT "E" - By-Laws of Fulton Square Condominium Association, Inc.
EXHIBIT "F" - Schedule of Percentage Interest in the Common Elements
-30- 80J1101 B05735P0037 IN WITNESS WHEREOF, Developer has caused this instrument to be executed by its duly
authorized managing member, this -&day of (7C9'00bE& 20 1*.
WITNESS: FULTON SQUARE URBAN RENEWAL, L.L.C., a New Jersey limited liability company
BY: JSM AT FULTON STREET L.L.C., MANAGII`1G MEMBER
VERLAQUE Managing Member N OF NEW JE ) )SS.. COUNTY OF MIDDLESEX )
BE IT REMEMBERED, that on this lCi day of October, 2006, before me, the subscriber, the undersigned authority personally appeared Sheryl Morris, who being by me duly swom on her oath, deposes and makes proof to my satisfaction, that she is a Managing Member of JSM AT FULTON STR6ET, L.L.C., which is the Managing Member of FULTON SQUARE URBAN RENEWAL, L.L.C., the limited liability company named within this Instrument; and that said Instrument signed and delivered by her as said Managing Member as and for the voluntary act and deed of said limited liability company; and that the full and actual consideration paid or to be paid for the transfer of title or realty evidenced by the within Master Deed, as such consideration is defined in P.L. 1968, c. 49, Sec. 1(c), is $ 1.00.
JpHN-tlU. VERLAQUE AT(ORNEKATLqW OF NEW JEq$EY
-3i- 847311.01
nn C'1'1 r.. p ri n3 8 EXHIBITi°A°°
Legal Description of the Property
B05735PG0-39 . -^ . ....
MIDDLESEX COUNTY CLERK
Index DEED BOOK Return To: Book 05623 Page 0291 FULTON SQUARE URBAN RENEWAL,LLC 1260 STELTON RD' No. Pages 0008 PISCATAWAY NJ 08854 Inatrument DEED W/0 AB$TRA
Date : 2/01/2006
Time : 8:54:30
Control # 200602010064
FULTON SQUARE URBAN RENEWAL, L INST# DE 2006 002632 LC
Employee ID DALALB
I.
RECORDING $ 55.00 DARhi $ 21.00 MAR 012006 NJPRPA $ 14.00 $ .00 $ .00 $ .00 $ .00 .00 $ .00 Total; $ 90.00
STATE OF NEW JERSEY MIDDkESEX COUNTY CLERK
ELASN$ FLYNN COUNTY CLERK la11lu11IINM11111i 200602010064
DO NOT REMOVE 7'H1S PAGE. TO ACCESS THE IMAGE OF THE DOC[JMENT RECORDED HEREUNDER BY BOOK AND Cover sheet is part of Middlesex County fiiing record PAGE NUMBER, USE THE BOOK AND PAGE. NUMBER Retain this page for future reference ABOVE. Not part of the original subuiftted document so573Spc oqb ;_CGRDEO *tlDq'4 Record & retum to iSEX CTY C^ERK FULTON SQUARE URBAN RENEWAL, LLC 2006 FEB - I do 1260 Stelton Road Atq 8: 55 Fiscataway, New Jersey 08854 d;.
PA rES.
DEED of
THIS DEED is made on January gS , 2006, t
FULTON SQUARE URBAN RENEWAL, LLC, a limited liability company of New Jersey, having an address of 1260 Stelton Road, Piscataway, New Jersey 08854 ( the "Grantor"), and
FULTON SQUARE URBAN RENEWAL, LLC, a lirnited liability cotnpany of New Jersey, having an address of 1260 Stelton Road, Piscataway, New Jersey 08854 (the "Grantee"),
The words "Grantor" and "Grantee" shall mean all Grantors and all Grantees listed above.
Transfer of Ownership. The Grantor grants and conveys (transfers ownerstrip of) the property desczibed below to the Grantee. This transfer is made for the sum of ONE DOLLAR (S1.00). The Grantor acknowledges receipt of this money.
Tax Map Reference. Municipality of City of New Brunswick, Middlesex County, State of New Jersey: New Block 296.01, Lot 1.01, consisting of the following old properties
Block 291, Lots I through 18
Block 291, Lots 24 tluough30;
Block 296, Lots 1 through 28;
Block 297, Lots 3, 4, 5; Lots 10.01 and 10.02, and Lots 31 tbrough 36;
Block 310, Lots 25 through 30; and
Block 237, a portion of Lot 2-06; and
A portion of vacated Fulton Street; and
A portion of vacated Cedar Street.
Property. The property consists of the land and ali the buildings and structures on the land in the City of New Bnmswick, Middlesex County and State of New Jersey, with the legal description of the consolidated lot being:
See Schedule A attached hereto and made part hereof.
BEING TBE CONSOLIDATION OF:
J \
PublldJolmY/FulbnSq^ lCenwada OnOI 73 5 P G 0 41 ^.^..^g.^ 1. As to Block 291, Lots I througb 4, and 24 through 30; and Block 296, Lot 8. The lands and premises conveyed to Grantor by deed dated June 21, 2004, from The Housing Authority of the City of New Brunswick, which deed was recorded in the office of the Middlesex County Clerk on July 6, 2004, in Book 5346, at Page 734 et seq.;
2. As to Block 291, Lots 5 through 18: The lands and premises conveyed to Grantor by deed dated January 6, 2005, from The Housing Authority of the City of New Brunswick, which deed was recorded in the office of the Middlesex County Clerk on January 31, 2005, in Book 5448, al Page 438 et seq.;
3. As to Block 296, Lots 1 through 4, Lots 15 through 17, Lots 19 through 23, and Lots 25 through 28: The lands aud premises conveyed to Gtantor by deed dated May 16, 2005, from The Housing Authority of the City of New Brunswick, which deed was recorded in the office of the Middlesex County Clerk on May 24, 2005, in Book 5496, at Page 389 et seq.;
4. As to Block 296, Lots 5 through 7, 9 and 10. The lands and premises conveyed to Grantor by deed dated May 24, 2005, from The Housing Authority of the City of New Brunswick, which deed was recorded in the office of the Middlesex County Clerk on June 16, 2005, in Book 5507, at Page 140 ct seq.;
5. As to Block 296, Lot 18: The lands and premises conveyed to Grantor by deed dated January 16, 2004, from JSM at Fulton Street, LLC, which deed was recorded in the office of the Middlesex County Clerk on March 13, 2004, in Book 5290, at Page 185 et seq.;
6. As to Block 297, Lots 3, 4, 5 and 10.02. The iands and premises conveyed to Grantor by deed dated January 26, 2004, from JSM at Fulton Street, LLC, which deed was recorded in the office of the Middlesex County Clerk on March 13, 2004, in Book 5290, at Page 355 et seq.;
7. As to Block 296, Lots 11 through 14, and Lot 24; Block 297, Lots 31 through 36, and Lot 10.01; Block 310, Lots 25 througlt 30. The lands and premises, conveyed to Grantor by deed dated December 22, 2004, from The Housing Authority of the City of New Brunswick, which deed was recorded in the office of the Middlesex County Clerk on January 20, 2005, in Book 5443, at Page 245 et seq.;
8. As to Block 237, being a portion of Lot 2.06. The lands and prernises conveyed to Grantor by deed dated May 263, 20053, from The Housing Authority of the City of New Brunswick, which deed was recorded in the office of the Middlesex County Clerk on June 2, 2005, in Book'5500, at Page 432 et seq.;
9. As to a portion of Fulton Street and a portion of Cedar Street: Vacated pursuant to Ordinance 0- 110502, adopted by the City of New Brunswick on November t4, 2005.
SUBJECT to easentents and restrictions of record
-2- $Q5735PG042 Promfises by Grantor. The Grantor pronvses that the Grantor has done no act to encumber the property. This promise is called a "covenant as to grantor's acts" (N.J.S.A. 46:4-6). This promise means that the Grantor has not allowed anyone else to obtain any legal rights which affect the property (such as by making a mortgage or allowing a judgment to be entered against the Grantor).
Signatures. The Grantor signs this Deed as of the date at the top of the first page.
FULTON SQUARE URBAN RENEWAL, LLC a New Jersey limited liability company By: JSM at Fulton Street, LLC, a New Jersey l ted liability company Managing nber
A.
STATE OF NEW JERSEY, COUNTY OF MIDDLESEX SS.:
I CERTIFY that on January _, 2006,
Sheryl A. Weingarten personally came before me and stated under oath to my satisfaction, that:
(a) she is the Managing Member of JSM at Fulton Street, LLC, which is the Managing Member of FULTON SQUARE URBAN RENEWAL, LLC, a New Jersey limited liability company named in this instnnnent; (b) she is authorized by the limited liability company to sign and dcliver this instntment on behalf of the limited liability company; (c) this instrumcnt was signed and delivered by the limited liability company as its voluntary act and deed; and (d) the full and actual consideration paid or to be paid for the ttansfer of title is $1.00. (Such consideration is deSned in .J.S A. 46:15-5).
Signed and sworn to before me on this .^,r day of January, 2006.
^ /&&V , Doris E. Soltis Notary Public My Conmiission expires: 6/151 ] 0
-3- B05735PG043 EXHIBIT "A"
Deed Description Pocmerly know as: Block 291 Lots 1-1.8 & 24-30, Block 296, Lots 1-28, Block 297, Lots 3-5 & 10.01 & 10.02 & 31-36, Block 310 Lots 25-30, Block 237 a portion of Lot 2.06, a portion of Vacated Fulton Street, and a portion of Vacated Cedar Street. Consolidated new lot to be known as Block 296.01 Lot 1.01 City of New Brunswick, Middlesex County, New Jersey
Beginning at a point in the westerly sideline of Commercial Avenue common to the southerly sideline of Lawrence Street and running thence,
I. Along the westerfy sideline of Commercial Avenue, South 48 degrees 13 minutes 00 seconds West, a distance of 490.00 feet to a point common to the noxtherly sideline of Cedar Street (30' Right of Way Portion Vacated By Ordinance No. 0-110502 Dated November 14, 2005); thence,
2. Along the northerly sideline of Cedar Street (30' Right of Way Portion Vacated By Ordinance No. 0-110502 Dated November 14,2005), North 41 degrees 47 minutes 00 seconds West; a distance of 324.95 feet to a point; thence,
3. South 42 degrees 47 tninutes 23 seconds West, a distance of 162.24 feet to a point; thence,
4. North 64 degrees 03 minutes 24 seconds West, a distance of 11.50 feet to a point; thence,
5. North 54 degrees 08 minittes 24 seconds West, a distance of 659.91 feet to a point; thence,.
6. Noith 48 degrees 46 minutes 06 seconds East, a distance of 97.53 feet to a point; thence,
7. North 42 degrees 00 minutes 40 seconds West, a distance of 89.97 feet to a point conunon to the easterly sideline of Remsen Avenue; thence,
8. Along the easterly sideline of Reinsen Avenue, North 48 degrees 00 minutes 25 seconds East, a distance of 320.03 feet to a point; thence,
9. North 41 degrees 59 minutes 35 seconds West, a distance of 4.40 feet to a point; thence,
10. North 48 degrees 29 minutes 36 seconds East, a distance of 68.99 feet; thence,
11. South 41 degrees 59 minutes 00 seconds East, a distance of 268.02 feet to a point; thence,
12. South 59 degrees 35 minutes 29 secapds West, a distance of 50.00-feet to a point; thence, -4- B05735PGQ44 2 13. South 31 degrees 23 minutes 25 seconds East, a distance of 74.38 feet to a point; thence,
14. Along a curve to the right, having a radius of 453.30 feet and an arc length of 410.30 feet to a point; thence,
15. South 41 degrees 40 minutes 39 seconds East, a distance of 18.81 feet to a point; thence,
16. North 42 degrees 47 minutes 23 seconds East, a distance of 100.45 feet to appoint; thence,
17. South 41 degrees 47 minules 00 seconds East, a distance of 74.50 feet to a point; thence,
18. North 48 degrees 13 minutes 00 seconds East, a distance of 100.00 feet to a point common to the southerly sideline of Lawrence Street; thence,
19. Along the southerly sideline of Lawrence Street, South 41 degrees 47 minutes 00 seconds East, a distance of 287.50 feet to a point said point being the point and place of BEGINNI7JG.
Said parcei containing 485,034± s.f.
G J. Tt rwilliger r. N.J. P.E. & L.S. Lic. No. 8506
805735PG045 -5. GITIREP-3 Slate of New Jersey (7-04) SELLER'S RESIDENCY CERTJFICATIONIEXEMPTiON (C.55. P L 2004)
(Please Print or Type)
Name(s)
Fulton Square Urhan Renewal, LLC Crrrrenl Resident A dress: Stel
( 73Z ) 985-1900 732 985-1900
See attached Schedule Lol(s) Ouailner Slreel Address:
- - - - ..wiwa¢m,wn Closing Oale
ial t q 1 am a resident laxpayer of the Slale of New Jersey pursuant to N J S A 54A:1- income lax retu I el seq. arM will file a resh(enlgross rn and pay any applicable taxes on any gain or income frorn the disposilion of this properiy 20 The real properly being sold ur Irensferred is used exclusively as my principal residence wilhin the meaning of sectlon 121 of the federal Inlernal Revenue Code or 1986, 26 U.S C s t2t 1 q 1 am a mortgagor conveying ft mongaged property lo a morlgagee in forectosure or in a transfer in peu of foredosure wilh . no addii(onal considerallon 4. O Seller, ( ransleror or Iransferee is an agency or aulhorily of the Uniled Slales of America, an agency of aulhorily of Ore Slale ofNew Jersey, the Federal Na(lunal Mor(gage Associa0on, Ihe Federal Home Loan Mor(gage Corporallon, Ihe Government Nagonal Mortgage Associalion, or a pdvale morlgage Insurance company 5. 0.' Seller is nol individua(, eslale or trusl and as such not required to make an eslbneled payment pursuanllo el seq N J S A 54A:1-1 6. ja The ( o(al cwnsk(era0on tor Ihe property Is $ 1-000 or less and as such, Ihe seller is nol required In make an eslimeled • payment pursuanl to N J S A 54A:5-I-I el seq F e
The underslgned underslands Ihel lhts dedaradon and ils centenb may be disdosed orpreWded to the New Jen;ey OlWSlon of Taxadon and that any false slalemenl conlafned heein could be punished by fine, knpdeonmenl, ar boM 1 lunhemwre dedare Ihal I nave examined ods dedaralion and. to the besl ol my knowledge and bellef, it Is Uve, canec3 and oomplela
Fulton W enewal, LLC, by JSM at Fulton 1/25/06 Sttea ember oate ery Ignalum `Managing Melaber Gewa d Aea,nq w^ulumey w F arl
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n n r_T t 7n-.P-99 1. As to Block 291, Lots 1 through 4, and 24 tbrough 30; and Block 296, Lot 8. The ►ands and premises conveyed to Grantor by deed dated June 21, 2004, from The Housing Authority of the City of New Brnuoswick, which deed was recorded in the office of the Middlesex County Clerk on July 6, 2004, in Book 5346, at Page 734 et seq.;
2. As to Block 291, Lots 5 through 18: The lands and premises conveyed to Grantor by deed dated January 6, 2005, from The Housing Authority of the City of New Brunswick, which deed was recorded in the office of the Middlesex County Clerk on January 31, 2005, in Book 5448, at Page 438 et seq.;
3. As to Block 296, Lots 1 through 4, Lots 15 through 17, Lots 19 through 23, and Lots 25 throagb 28: The lands and premises conveyed to Grantor by deed dated May 16, 2005, from The Housing Authority of the City of New Btuusvrick, which deed was recorded in the office of the Middlesex County Clerk on May 24, 2005, in Book 5496, at Page 389 et seq.;
4. As to Block 296, Lots 5 through 7, 9 and 10. The lands and premises conveyed to Grantor by deed dated May 24, 2005, from The Hous'ing Authority of the City of New Brunswick, which deed was recorded in the office of the Middlesex County Clerk on June 16, 2005, in Book 5507, at Page 140 et seq.;
5. As to Block 296, Lot 18: The lands and premises conveyed to Grantor by deed dated January 16, 2004, from JSM at Fulton Street, LLC, which deed was recorded in the office of the Middlesex County Clerk on March 13, 2004, in Book 5290, at Page 185 et seq.;
6. As to Block 297, Lots 3, 4, 5 and 10.02- The lands and premises conveyed to Grantor by deed dated January 26, 2004, from JSM at Fulton Street, LLC, which deed was recorded in the office of the Middlesex County Clerk on March 13, 2004, in Book 5290, at Page 355 et seq.;
7. As to Block 296, Lots 11 througb 14, and Lot 24; Block 297, Lots 31 through 36, and Lot 10.01; Biock 310, Lots 25 through 30. The lands and premises conveyed to Grantor by deed dated December 22, 2004, from The Housing Authority of the City of New Brunswick, which deed was recorded in the office of the Middlesex County Clerk on January 20, 2005, in Book 5443, at Page 245 et seq.;
8. As to Block 237, being a portion of Lot 2.06. The lands and premises conveyed to Grantor by deed dated May 263, 20053, from The Housing Authority of the City of New Brunswick, which deed was iecorded in the office of the MiddlesexCounty Clerk on June 2, 2005, in Book 5500, at Page 432 et seq.;
9. As to a portion of Fulton Street and a portion of Cedar Street: Vacated pursuant to Ordinance 0- 110502, adopted by the City of New Brunswick oa November 14, 2005.
SUBJELT to easements and restrictions of record
@05735PG047 2 EXHIBIT "B"
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fE1NBERG®ASSO[IATES m RVA 02/15/06 8 UNIT BUILDING- ^.^ .....^.... Wuo 04181 0 5 7 ^^U^S'^BriON cu,a-I x "1D NONE FEIN6ERG EBASSQCIATES rt ^[x,^^CfY^I/^111 alC^4x/^N^I^,Y^ Y^„6y Basement u.NhAN MIM^w.Mn^ . w.4nX aM^) W m.^wY . ^Yeaa.WaY Aflparry wal(t, raofsystems, and exrerior walk are comman efementr.
These floor plans con.rtitute a correct representation of the improvements described. All dimentions qre sabjec! Ja change without prior natice. p
Chesapeake - Interior Uni 4• I hereby cerfffy thar these plar.r rnclxding thir,rheet and the {{ , succeeding sheets correctly represent lmprovemeal and \\"""11WVVII DeFember 10, 2004 description ofthe common elemen[t depicted. February 15, 2006 805735PG057 FE{N BERG © ASSOCIATES r.c ..a».,.e^...... n e....,..^.^^.... .ar..
First Floor ~ MWMJnn.hY.N+W
All parry wal(t, roojsystenu,. and exterior wal(r are common elements. These jloor p7anr consritute a comect r.eprepentatton ojthe Improvements dercrlbed. All dimenreons are subject Jo change without prior notrce. Ilk Chesapeake - Interior Uni I hereby certify 904187 that these plans, Jnctudtng this sheet and the ^ succeedingsheett currealy reprasent frnprovement and Dtcember 10, 2004 descrfptfon ojthe comman elements depcted. February 15, 2006 805735PG058 -^
EEINBER G EI ASSpCIATES..1: ^r[w^ ,i1Ylllfll^ Y^Ir6w/rxrl1,01 ^l1^6w Second Floor 0.rYr.w.N,!w . l1....,,.I111wrV .IW^ ,.,1» . yY r. qr...1. . Yc-y.'i iu ...V..1.-r_ All porty walls, roojsystemr, and axterior walls are common elementr,
These jloor plans conslitute a ronect representation of the improvemenU described. All dimenelons are subject to change withoul prior notice. Chesapeake - Interior Unit I hereby cerdjy that the.ce plans, inc/uding this sheet and rhe succeedfng aheetr cnrrectly represent improvement and rUecember 10, 2004 description ojrhe common elements depicted. February 15, 2006 6r05735PG059 ^ ^^
FE1N BERG E-IrASSQCIATES r.c •.c+nre.v.riun e newi^a...or etr^o+ Alternate Second Floor .,..i+sWT«^ A11 parfy wa17s, roofsysrema, and erterior waf7s are commen elemenu.
The.ref)oor pfans constitute a correct represenfatfon oJthe improvemenu Af! dimensions are subjecr to change without prior notice.
Chesapeake - Interior Uni #04187 1 hereby certi/y that these plons,. inctuding thia sheet and the succeeding shceu correcfJy represrnt improvement and December 10, 2004 descrrption ojthe common e7emenu depicted. February 15, 2006 ^05735PG0b0 I I1 I
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FEINBERG BASSOGIATES +• • •c•o.enne oeluxnxr.ns• s•no. Front Elevation (4YMY^M+.AI•^.iM^• •J^t•.^.Jr.q^1W .•MIIYn^w . MN^.W>• ' ^v'•°N"Y'+•^ R7! parry wallt, roojsystenla, and eirerior walls are common elements. The,ee/foor plant conrtitute a correcr reprr.sentarion ojthe improvements All drmension.r are aubj'ect to change without prior notfce. Chesapeake - Interior Unit( , 1 1 hereby certify #04187 that these plans, inc/uding thir sheet and the ^} succeeding rheeta correctly represent improvement and December 10, 2004 description ojthe common elemenls depicted. February 15, 2006 B05735PG061 R^C'
FEINBERC MASSOCIA7ES ..c. .c.n.er.nrur. • ^ . . Altemate Front Elevation . .... en.a wnum u .^++.wa.iv... Al! porry wa0s, roaf systenu, and earerior walls are common efemenu. Thesejloor plans conetinue a correct representarlon ofthe improvements dercrlbed. All dimensionr are subject to clwnge without prior notice. Chesapeake - Interior Unit I hereby ceno that these planr, inehtding this JU(187 rucceedeng sheeu carrecr(y represeat improvetn December 10, 2004 de.rctiption ojthe common elements depicted. sQ February 15, 2006 805735P6,062 1 11 „ I
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dJ1 Par9' tinalla, roofsystems, and esterior walls are common elements.
These Jloor planr constirure a correcr reprerentatlon of the improvementt described. A11 dimensions are subject to change wiehoutprior nodce. ` Chesapeake - Interior Unit LN I hereby certify that these plans, tncludfng [hfs aheer and the succeeding sheets correc[!y represent improvement and December 10, 2004 dercripdon of the common elements depicted. February 15, 2006
B05735PG06 FEIN BER C0 ASSOCIATES r.c .. n.cnnimr nn.a...on..n. .rrre. Basement
All parry wa!!s, roofsystems, and exrerior walk are common elemener These jloor plans constitate a correct representation of the improvemeals deserlbed All dimensions are subject to change withoat prior nofice. Davenport - End Unit J I hereby cer7ify thw these plans, including this sheer and the succeeding sheetr correctly repruent improvement and Vecember 10, 2004 description of the commTeS7Y.^ed ^ February 15, 2006 FEINBERGO. ASSOCIATESc :•^ a,u.r:.nr ...... srr,^w First Floor ^ •..-..J.... All pariy walls, roo`syslenu, and erterior walls ate common elements. ThereJ7oorplans cunsfiarte a correct reprerentaffon ofthe improvemenls descrrbed A!t dimeruions are subject to change withora prior notice Davenport - End Unit I here8y cerr6 that these #04187 ptani, lncluding this sheet and the succeeding sheelr correctly represent improvement and December 10, 2004 description of the common ekments depicted. February 15, 2006 B05735PG0 FEINBERC®tTSSOCWTES r.c. •^c r^l[^pn^I^^^^ Y1^^oxnxry„p^ pe^,CY Second Floor 1^4Mw16„ pII^nIYI. W MI . M^Fa^M C^L^ _...,,.,.._
Al1 pariy walls, roojsystems, and exterfor walls are common elementt.
Thesejloor plant constttute a correct represenfaiion ojthe improvementr described._ All dimensions are subject to change without prior notice. %, Davenport - End Unit ! hereby certiJy that these plans, tncluding this sheet and the succeeding sheets correctfy represent improvement and (jj December 10, 2004 descrtptlon of the conunon elements depicted. February 15, 2006
B05735PG066 00
FEIN BERG EJASSOCIATES .<•^...,u.a.^.. en.a..n.^nuo. ^nm. m.^.r.w^.m^..wu_^..rm ...... ws... Front Elevation M1N]El.m . rr W ry.y{.
All pary walls, roofsyslems, and erterfor walls ore conunon elemenv. "
Thete/loor plans conrtitute a correu represenration of the improvements All dimensione are subject to change without prior norice. Davenport - End Unit #04187 1 hereby certh that these plans, including this sheei and the succeeding sheets correctly represrsf improvement and December 10, 2004 descriptlon of the common elemenls depicted. February 15, 2006 B05735PGO67 FEINBERG BASSOCIATES ..c •.fN.^It^o../.^.. ../.VF/^w^^.^0^ .^f.On
Alternate Front Elevation M.tl[Ab.IiO. rr.Mh.M.i w ^^MM\rw All party waHt, roofsystems, and erterior walls are common elemena.
There/loor plant conrNtute a correct reprerentation ofthe improvements described. All dimensions are subject to change without prior noBce. Davenport - End Unit I hereby rertify that thesepTant, inclading thCe sheet and the .rucceeding shee4e correctly represeni improvemenc and ti •, ,.Y^ ^ecember 10, 2004 descriptfon oJthe common elements depicted. February 15, 2006
B 5PGQ68 FEINBERGE-JASSOCIATES r.c ••f.^ll•[.V„I1.11 ...... C, YI.,OM Side Elevation n.o.•... . n...... e.n sF.m r..w ..en ...ud.,..a,__. ^...:.^:.m.. .
All party wa1Lr, roofsyatem.e, and ezterior walk are common elanentt.
TFese floorplans constilute a correct reprerentath'on of the improvements described. All dimensions are subject to change wilhout prior nolice.
11\ Davenport - End Unit #0,4$7 1 hereby certlfy' that:hese planf, inchrding thir sheer and ihe succeeding sheets correcefy represent improvement and 4b•' -^December 10, 2004 deecription of the common e/ements depicted W^ A' February 15, 2006 05735PG069 to
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FEIN BERGUASSOCIATES . . .. a, ...... ^ ... Rear Elevation „^^....^.,_..,..^.,.^. ^...
All party w0l4, roof.rystems, and exterior walb are common elements.
Theseffoor planr constitute a crorrect repruentation of the improvementa described All dimensions are sabject to change without prior notice, Davenport - End Unit I hereby cert fy that these plant, including this sheet ond the succeeding sheetr correctly represent improvement and December 10, 2004 descriptlon of the common elements depicted. w February 15, 2006 .B 5P0070 ^g^mmmtn yA^A^r.l
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CONDOPIINIUI`15 FRONT 4 REAR m 04453 ELEVATION CLm NO^ 5GALE 605735PG09fl ngoA 2NIM Vm ylnP Aa0?0 Er" P N^ogg e•.,• a•., • e..,. }g; QN py_m5J Nm4^Gy m m IT g^8 m Li oZ Om mo € Zu'u^ 0 _`p 1-I Os 1-^ Ls ^ N N ^ 8 ^ ^ ,., ... w. FULTON SQUARE RT 1zn0^D5 ^^ 0.•FEINBERC -..,.. e... ®ASSOCIATES,., ...... v.r.^.w.....^...... w:..,u,^.. ti.,.,...... CONDOMINIUMS _..+.+.....,.. am 04453 A-L0 SIDE ELEVATIONS curi #^ NO 5CALE g05735PG091 EXHIBIT "D" Certificate of Incorporation of Fulton Square Condominium Association, Inc. _..r^ nnn9 1e/ltlidmb btl:bl bHttNnNl- h'UWb yMl IH 1 IbtlyM^4bt151 CERTUXCATE OF INCORPORATION OF FULTON SQUA1tE CONDOhQN7UM ASSOCIATION, INC. DATED: October 17, 2006 File and Scturn to: CIREENDAUM, ROW6, SMI'I'H & DAVIS LLP P.O. Box 5600 Metro Corporate Campus I qaZa AT7N:rWendell A. Smifh^Esq. T3 3 M^31 007S7 01 B05735PG093 ltliltli2bf76 17Ff.71 UlfttNHHIK^• ROWE SMI7H 16d`J9t14bN51 rvCi.'466 '"066'4" The undersigned, who is of full age, in order to form a corporation pursuant to the plnvisions of the New Jersay Nonprofit Corporation Act, Title 15A of tho New Jerse trrtss FILED Annotated does hetEby certi#y: • 1/P ^V [fjjs2oo6 ARTICLE I Name ! v,n,ao• l:^Ut'J1 The name of the corporation is "FUY.TON SQUA1tE COmOMINi[1M ASSOCTA'I'ION, INC.," hercinaftercalled the "Association". D^ ARTICX.E Il 1?rincipal Office The principal office of the Association is located at 1260 Stelton Road, Piscataway, New Jerscy 08854. ARTICLE lI[ Redstered Aeent Wendell A. Sntith, Bsq., whosc address is 99 Wood Avenue South, Isalin, New Iersey 08830, is hereby appointed the initial registered agtnt of this Association. ARTICi.E IV ParRate and f'owera or the Association This Association does not eontemplate pecuniary gain or profit to the ntembers thereof, and the specific purposes for which it is forroed arc to provide for the maintenance, praservation and eontrol of the Cotnuton Elements within that ceftain tract of propcity subjected to the condomtnium form of ownership by a certain Master Deed for Fulton Sqnare Condotainiurn, rcconded or intended to be recorded in the Office of the Cleik of Middlesex County, as samme may be lawfully supplcmented and amended and to promote the health, safety and welfare of the rnsidents within the above described properiy and for these parposes: aSO357A1 B05735PO094 lb/Itl/Cmb IOtl:Jl UhttNyHI'. KLNJ_ 'jMI rH -1 1b17`lyd4bHM1 .- .`-` ryrf,.406 ^^mC1.°j° (a) To cxercise all of the powers and privileges and to perform all of the duties,and obligations of the Association, as set forth in the atoresaid Master Deed and By-Laws of rhe Association, as tJtey both may be lawfully atnended and supplemented from time to time, said Master Deed and By-Iaws being ineorpomted herein as If set fonh at length; (b) To fix, levy, collect and enforoc payment by any lawful meaas of all charges or assessments putsuant to the terms of said Master Deed and By- Laws of the Association; to pay all expenses in connection thetewith and all officc and other expenses incident to the conduct of the busiucss of the Associarion, including all licenses, taxes or govemmental charges levied or imposed aonst the propcrty of the Association: (e) To acquire (by gift, parehase, or otherwise). own, hold, improve, build upon, operate, maintain, convcy, scal, lease, transfer, dedicate for public use or otherwise dispose of teal or persortal property in connection with the affaizs of the Associauon; (d) To borrow money, to mortgage, pledge, deed in trust, or hypothecate any or all of its real or petsonal properiy as secuiity for money borrowed or debts incurited; and (e) To havo and to exercise any and all powers, rights and privileges which a •cocporation organixed under the Nonprofit Corporation Act of the State of Naw Jersey by law may now or ccrcafter have or exereise. -2- 930557.01 g05735PG095 ^ .....^...-...... r• ^.uwu ., ., • ^ . lwJJU^^IU.I^ ,'4!-HCJO VVfIO AR')<'1CLE V Metobership Every petson, finn, association, corporetion or other legal entity, including the Developer, who is a record owner or co-owner of a fee title to any Unit whieh is subject to the Master Deed and qualifies in accordance with the By-l..aws, sha11 be a member of the Association. The foregoing is not intended to include persons or cntities'who hold an interest mertly as secwity for the perfarmance of an obligation. Ownership of any such Unit shall be the sole qualification for membership. Upon tetrnination of the interest of the Owner, his membership shall automatically terminate and shall be transferred and shall inure to the new Owner succeeding him in intcrcst. ARTICLE VI Board of Direclors 'lt,c affairs of this Association shall be managed by a Board of Directors- The initlal Board of Dircctors shall be composed of three (3) persons who need not be members of the Association. The number of Dinctors may be changed pursuant to tha By-Laws of the Associat7on. The names and addresses of the parsons who are to act in the capacity of Directots until the selection of their successors ate: Ron Aulerbach Alison Swartz James Towfe 1260 Stelton Road 1260 Stelton Road 1260 Stelton Road Piscataway, NJ 08854 Piscataway. NJ 08854 Piscataway, NJ 08854 The method of electing Directoa shall be set forth in the By-Laws of the Assotiation_ ARTICI.E VII 1Tstribution of Assets Upon disaolution, the assets of the Association shall be disuibutcd on the same basis as the respective proQottionate responsibility for Common Expenses of the roembers is deterirdned. •3- swss+.ai an5735PG0g6 ARTICLE VYIY ration The Association shall exist perpetually_ ARTTCI.E IX Anoendments Amendment of this Certificate shall require the assent of saventy-five (75%) percent of the membcrs of the Association. IN WITNESS 1'VIEEREOF, for the purposo of fotming this nonprofit corporation under the laws of the State of New Jerscy, tho underaigned, the incorporator of this Association, has executed this Certificate of Incotporation this, 41-!'^day of Qctobef, 2006. eqlia^ Aj k6MM 5. RAHAVOWr[Z^eA47- I 99 Wood Avenue South I.selio, New Jerscy 08830 STATE OF NEW JEAiS]Eif COUNTY OF WMD1.ESER BE IT REMEMECLEO, that on this ^gr day of October, 2006, bafore me, the subscriber, a Notaty Public of the State of New Jersey, personally appearod Harriet S Rabinowir. who, I am satisfied is the person named in and who executed the within Xnstrument, and thetcupon he acknowledged that he signed. sealed and delivered the same as his act and deed. for the usas and putposes therein expressed. A Notary Public of New Jersey • _ LpdpASOUR .•_ ^ . Note^y Pumlc ol new Jerotes cqnm,7s,onlypvetNG7N^ N^' -4- alOSSt.ot g051g5?G091 EXHIBIT "E" By-Laws of Fulton Square Condominium Association, Inc. , g05735^u09 BY-LAWS OF FULTON SQUARE CONDOMINIUM ASSOCIATION, INC. ADOPTED: 739395.01 6,05735PG099 TABLE OF CONTENTS FOR BY-LAWS OF FULTON SQUARE CONDOMINIUM ASSOCIATION, INC. PACE ARTICLE I - NATURE OF BY-LAWS ...... 1 1.01. Purpose ...... 1.02. Definitions ...... 1 1.03. Fiscal Year ...... 1.04. Principal Office ...... ARTICLE II - MEMBERSHIP AND VOTING RIGIITS ...... 1 2.01. Members ...... 1 2.02. Member in Good Standing ...... 1 2,03. Associate Members ...... 2.04. Change of Membership...... 2 2.05. Rights of Membership ...... 2 2.06. Suspension of Rights ...... 2 2.07. Contribution to Capital ...... 2 2.08. Votes 2 ARTICLE III - MEETINGS OF OWNERS ...... 3 3.01. Place of Meetings ...... 3 3.02. Annual Meetings ...... 3 3.03. Special Meetings ...... 3 3,04. Notice of Meeting ...... 3 3.05. Quorum and Adjoumed Meetings ...... 3 3.06. Organization ...... 3 3.07. Voting on Association Questions ...... 4 3,08. Voting for Election of Directors ...... 4 3.09. Ballot by Mail ...... 4 3.10. Proxies ...... 4 3.11. Inspectors ...... 5 3.12. Order of Business ...... 5 ARTICLE IV - BOARD OF DIRECTORS ...... 5 4.01. Qualifications ...... 5 4.02. Number ...... 6 4.03. Transition Elections ...... 6 4.04. Term of OfFice ...... 7 4.05. Removal of Members of the Board ...... 7 4.06. Vacancies...... 8 ARTICLE V - TRANSACTION OF BUSINESS BY THE BOARD OF DIRECTORS...... 8 5.01. Developer's Protective Provisions ...... 8 .i. 739395M Qo5735Woo 5.02. Meeting of the Board; Notice to Directors; Waiver of Notice ...... 8 5.03. Quorum and Adjourned Meetings ...... 9 5.04. Joinder in Meetings by Approval of Minutes ...... 9 5.05. Non- W aiver ...... 9 5.06. Consent in Lieu of Meeting and Vote ...... 9 5.07. Meetings Open to Owners; Notice ...... 9 ARTICLE VI - POWERS AND DUTIES OF BOARD OF DIRECTORS ...... 10 6.01. General Powers and Privileges ...... 10 6.02. Duties and Responsibilities ...... 12 6.03. Rules and Regulations ...... 14 ARTICLE VII - FISCAL MANAGEMENT ...... 15 7.01. Budget; Common Expense Assessments ...... 15 7.02. Determination of Annual Common Expenses ...... 15 7.03. Disbursements ...... 15 7.04. Depositories ...... 15 7.05. Accounts ...... 15 7.06. Reserves ...... 16 7.07. Notice; Emergencies ...... 16 7.08. Acceleration of Assessment Installment Upon Default ...... 17 7.09. Interest and Counsel Fees ...... 17 7,10. Assessment of Expenses in Actions by or Against Association; Allocation of Awards ...... 17 7.11. Power of Attorney to Permitted Mortgage Holder ...... 18 7.12. Annual Audit ...... 18 7.13. Examination of Books ...... 18 7.14. Fidelity Bonds ...... 18 ARTICLE VIiI - OFFICERS ...... 8.01. Designation ...... ^...... :.:...^..^...... :...... 18 8.02. Election of Officers ...... 18 8.03. Removal of Officers ...... 18 8.04. Duties and Responsibilities of Officers ...... 19 8.05. Other Duties and Powers ...... 19 8.06. Eligibility of Directors ...... 19 ARTICLE IX - COMPENSATION, INDEMNIFICATION AND EXCULPATION ...... 19 9.01. Compensation ...... 19 9.02. Indemnification ...... t 9 9.03. Exculpation ...... 19 ARTICLE X - ENFORCEMENT ...... 20 10.01. Enforcement ...... 20 10.02. Fines 20 10.03. Waiver ...... 20 -ii. 739395.01 g05735pGr01 10.04. Cause of Action against Association ...... 20 ARTICLE XI - AMENDMENTS ...... 20 ARTICLE XII - CONFLICT; INVALIDITY ...... 21 12.01. Conflict...... 21 12.02. Invalidity ...... 21 ARTICLE XIII - NOTICE ...... Zl ARTICLE XIV - CIVIL ACTION FOR DAMAGES ...... 21 ARTICLE XV - ARCHITECTURAL REVIEW COMMITTEE ...... 21 15.01. Purpose ...... 21 15.02. Powers ...... 22 15.03. Authority ...... 22 ARTICLE XVI - ALTERNATIVE DISPUTE RESOLUTION COMMITTEE ...... 22 16.01. Designation ...... 22 16.02. Powers ...... 22 16.03. Authority ...... 22 16.04. Altemative Dispute Resolution Procedure ...... 22 ARTICLE XVII - ARBITRATION ...... 23 ARTICLE XVIII - CORPORATE SEAL ...... 23 -Ili- 779395.01 s05735PGtd2 BY-LAWS OF FULTON SQUARE CONDOMINIUM ASSOCIATION, INC. ARTICLE I NATURE OF BY-LAWS 1.01. Pumose. These By-Laws are intended to govern the administration of Fulton Square Condominium Association, Inc. (the "Association"), a non-profit corporation organized under Title 15A of the New Jersey Statutes, and to provide for the management, administration, utilization and maintenance of the Common Elements described in the Master Deed for Fulton Square Condominium (the "Condominium"), and any amendments or supplements thereto. 1.02. Definitions. Unless the context clearly indicates otherwise, all definitions set forth in the Master Deed or in N.J.S.A. 46:8B-3 are incorporated herein by reference. 1.03. Fiscal Year. The fiscal year of the corporation shall be determined by the Board of Directors. 1.04. Principal Office. The principal office of the corporation is located at 1260 Stelton Road, Piscataway, New Jersey 08854, or at such other location as may be determined by the Board of Directors. ARTICLE H MEMBERSHIP AND VOTING RIGHTS 2.01. Mem rs. Every person, firm, association, corporation or other legal entity, including the Developer, who is a record Owner or co-Owner of the fee title to any Unit, which is subject to the Master Deed, shall be a Member of the Association; provided, however, that any person, firm, association, corporation, or legal entity who holds such title or interest merely as a security for the performance of an obligation (including, but not limited to, mortgagees or trustees under deeds of trust) shall not be a Member of the Association. Despite anything to the contrary herein, the Developer has one membership in the Association for each contemplated Unit, completed or prospective, that has not been conveyed to an individual purchaser, not to exceed that number of Units approved for development by the municipal agencies having jurisdiction regarding same. 2.02. Member in Good Standine. A Member shall be deemed to be in good standing and entitled to vote in person or by proxy at any meeting of the Association or in any ballot by mail, if thirty (30) days prior to the date fixed for such meeting the Member has fully paid all installments due for assessments made or levied against him and his Unit by the Board as hereinafter provided, together with all interest, costs, attorney's fees, penalties and other expenses if any, properly chargeable to him and to his Unit. Any date set forth in these By-Laws for determining good standing for voting purposes, as well as any related requirement which may be established by the Board of Directors, shall be deemed supplemental to, and not in derogation of, the record date provisions of N.J.S.A. 15A:5-7. 2.03. Associate Members. Every person who is entitled to possession and occupancy of a Unit as a tenant or lessee of an Owner pursuant to Article X of the Master Deed may be an Associate Member of the Association, but shall not be entitled to any vote with respect to Association matters, including the election of Directors. 719395.01 80573SpG1D3 2.04. Change of Membership. Change of membership shall be accomplished by recordation in the Middlesex County Clerk's Office of a deed or other instrument establishing a record title to a Unit, and delivery to the Secretary of the Association of a certified copy of such instrument together with such sums of money as are required for the payment of any membership fee, contribution to capital or escrow deposits. The membership of the prior Owner shall be thereby terminated. 2.05. Rights of Membershio. Every person who is entitled to membership in the Association, pursuant to the provisions of the Certificate of Incorporation and these By-Laws, and perrrtanently resides in a Unit, including any Associate Member, shall be privileged to use and enjoy the General Common Elements of the Condominium, subject, however, to the right of the Association to: (a) Promulgate and enforce Rules and Regulations goveming such use and enjoyment; (b) Suspend the use and enjoyment of the General Common Elements as provided in Section 2.06 hereof; and (c} Transfer all or part of the General Common Elements, other than any Building in which any Units are contained, as provided in Section 6.01(n) hereof. 2.06. Suspension of Rights. The membership and voting rights of any Member may be suspended by the Board for any period during which any type of assessment against the Unit to which his membership is appurtenant remains unpaid; but, upon payment of such assessments and any interest or late charges accrued thereon, if by cash, money order, or certified or collected funds, his rights and privileges shall be immediately and automatically restored. Section 2.08 shall govern the restoration of voting rights. Further, if Rules and Regulations goveming the use of the Common Elements and the conduct of persons thereon have been adopted and published, as authorized herein, the rights and privileges of any person in violation thereof or in violation of any non-monetary covenant of the Master Deed may be suspended at the discretion of the Board for a period not to exceed thirty (30) days for any single violation, but if the violation is of a continuing nature, such rights and privileges may be suspended indefinitely until such time as the violation is abated. No such action shall be taken by the Board until the Owner is afforded an opportunity for a hearing consistent with the principles of due process of law. 2.07. Contribution to Capital. Each Owner shall pay to the Association upon acquisition of title to his Unit a non-refundable contribution in an amount equal to three (3) months Common Expenses Assessment attributable to the Unit, which fee may be used for working capital or any other lawful purpose and need not be replenished if it is so utilized. Payment of such contribution shall be a condition precedent to the exercise of rights of membership in the Association upon the initial sale or a subsequent transfer of title to a Unit which is not exempted by the Rules and Regulations of the Association. Any unpaid capital contribution shall be deemed a lien on the Unit in the same manner as any unpaid Common Expense attributable to such Unit. 2.08. Votes. Each Member in Good Standing shall be entitled to such vote for each Unit to which he holds title as is provided in Article V of the Master Deed. When more than one person holds title, the vote for each Unit shall be exercised as the co-owner Members among themselves determine. When one or more co- Owner Members signs a proxy or purports to vote for his or her co-Owner Members, such vote shall be counted unless one or more of the other co-Owner Members is present and objects to such vote; or if not present, submits a proxy or objects in writing delivered to the Secretary of the Association before the vote is counted, !f co-Owner Members disagree as to the vote, the vote shall be split equally among the co-owner Members. -2- 739395.0[ g05735F G 104 ARTICLE III MEETINGS OF OWNERS 3.01. Place of Meetings. All meetings of the Owners of the Association shall be held at the Condominium or at such other place convenient to the Members as may be designated by the Board. 3.02. Annual Meetines. All annual meetings of the Owners of the Association shall be held on the day and month of the year to be established by the Board, except that the first such annual meeting shall be held not more than thirteen ( 13) months following the recording of the Master Deed. At each annual meeting subsequent to the final Transition Elections held in accordance with Section 4.03 hereof, the election of Directors shall take place. If the election of Directors shali not be held at the annual meeting or any adjoumment of such meeting, the Board shall cause the election to be held at a special meeting as soon thereafter as may be convenient. At such special meeting, the Owners may elect the Directors and transact other business with the same force and effect as at an annual meeting duly called and held. All proxies validly received for the originally scheduled meeting shall remain in full force and effect for any such adjoumed meeting or special meeting and new proxies may be received for any such subsequent meeting. 3.03. Soecial Meetings. Special meetings of Owners may be called by the President whenever he deems such a meeting advisable, or shall be called by the Secretary upon the order of the Board or upon the written request of Members representing not less than twenty-five (25%) percent of all the votes entitled to be cast at such meeting. Such request shall state the purpose(s) of such meeting and the matter(s) proposed to be acted upon. Unless Owners representing at least fifty (50%) percent of all votes entitled to be cast request such a meeting, no special meeting may be called to consider any matter which is substantially the same as a matter voted upon at any meeting of the Owners held during the preceding twelve ( 12) months, which determination shall be made in the sole and absolute discretion of the Board. 3.04. Notice of Meetine. Except as otherwise provided by N.].S.A. 46:8B-l2.lb and Section 4.03 herein with respect to transition elections, notice of each meeting of Members, whether annual or special, shall be given not less than ten (10) days, nor more than sixty (60) days, before the day on which the meeting is to be held, to each Owner at his last known address, by delivering a written or printed notice thereof to said Owner, or by mailing such notice, postage prepaid. Every such notice shall state the time, place and purpose(s) of the meeting. Notice of any meeting of Owners shall not be required to have been sent to any Owners who shall attend such meeting in person or by proxy. Notice of any adjourned meeting of the Owners shall not be required to be given unless the time and place to which the meeting is adjoumed is not announced at the adjourned meeting. Except where otherwise expressly required by law, no publication of any notice of a meeting of Owners shall be required. 3.05. Quorum and Adjoumed Meetines. At each meeting of the Owners, persons holding twenty-five (25%) percent of the authorized votes (including any held by Developer) present in person, by proxy or by mail ballot shall constitute a quorum for the transaction of business at a meeting of the membership, including the election of Directors, except where otherwise provided by law. in the absence of a quorum, a majority of the votes present in person or by proxy may adjourn the meeting from time to time, until a quorum shall be present or represented. At any such adjourned meeting at which a quorum may be present, any business may be transacted which might have been transacted at the meeting originally called. 3.06. Oreanization. At each meeting of the Association, the President, or, in his absence, the Vice President, or in the absence of both of them, a person chosen by a majority vote of the Members in Good Standing present in person or represented by proxy, shall act as a chairperson, and the Secretary, or in his absence, a person whom the chairperson shall appoint, shall act as Secretary of the meeting. -3- 739395.01 g05735QG105 3.07. Voting on Association Ouestions. Only Owners who hold memberships in good standing on the record date, which shall be at least thirty (30) days prior to the meeting at which the vote is to be taken, shall be entitled to vote on questions. As provided in Article V of the Master Deed, each Owner shall be entitled to one (1) unweighted vote for each Unit to which he holds title with respect to all questions voted upon by the membership. A majority of votes present in person or by proxy, at any duly constituted meeting of the membership or by mail ballot, shall be sufficient for approval of those questions submitted to a vote of the membership. The vote on any question at a meeting need not be taken by ballot, unless (i) the chairperson of the meeting determines a ballot to be advisable or (ii) a majority in interest of the votes present at the meeting detetmine that the vote on the question submitted shall be taken by ballot. 3.08. Voting for Election of Directors. Only Owners who hold memberships in good standing on the record date, which shall be for thirty (30) days prior to any meeting at which an election is to occur, shall be entitled to vote for election of Directors. As provided in Article VI of the Master Deed, each Owner shall be entitled to one (1) unweighted vote for each Unit to which he holds tide with respect to all elections. The election of Directors shall be conducted by written ballot. The persons receiving the plurality of votes will be deemed to be elected in order to fill the vacant positions. If ever applicable, candidates polling the highest numbers of votes will be considered elected for the longest period of years. Election of Directors at all meetings shall be in accordance with this Section 3.08. 3.09. Ballot by Mail. The Board may submit any question or election, other than a Transition Election, to a vote of the membership by a ballot by mail. No ballot by mail shall be valid or tabulated unless the signature of the Owner(s) submitting the ballot has been verified on the ballot in accordance with procedures established by the Board. Only Members in Good Standing on the record date shall be entitled to vote. The Board shall appoint judges to tabulate the ballots whose report shall be included in the minute book. In order to conduct a ballot by mail for a question submitted to a vote of the membership, the Board shall serve a notice upon all members which shall (i) state with specificity in terms of motion(s) the question(s) upon which the vote is to be taken; (ii) state the date by which ballots must be received in order to be counted; (iii) provide an official ballot for the purposes of the vote; and (iv) state the date upon which the action contemplated by the motion(s) shall be effective, which date shall be not less than ten (10) days after the date ballots must be received. No actions contemplated by a question submitted to a ballot by mail shall be taken unless a majority in interest of all Members in Good Standing submit ballots approving such action. In order to conduct a ballot by mail for an election of Directors, the Board shall serve a notice of meeting upon all Members pursuant to Section 3.04 hereof, which shall (i) provide an official mail ballot for the purposes of the election; and (ii) state the date by which the ballot must be received in order to be counted. No ballot shall be counted if the Member casting same is not a Member in Good Standing on the record date. At the election meeting, ballots may only be cast in person, for the election of Directors by those Members who have not previously cast a mail ballot and no mail ballots shall be revocable. 3.10. Proxies. Voting by proxy shall not be permitted for any elections of Directors, however proxy votes are authorized with respect to all amendments to the Certificate of Incorporation, the Master Deed or these By-Laws, or any other matter which is to come before a meeting of the membership of the Association or is voted upon by mail ballot. All proxies shall be in writing, signed by all individual Owners (or in the case of joint owners by any one of them), or by his or their duly authorized representative(s) and delivered to the Secretary of the Association, or such other person as the President may designate, prior to the opening of the polls at any meeting at which ballots are to be cast. Proxies may be revoked at any time prior to the opening of the polls or at the meeting at which ballots are to be cast. Mail ballots may not be revoked under any circumstances and no -4- 739395.01 g05735PG[06 proxy shall be valid after eleven (11) months from its date unless said proxy provides for a longer period, not to exceed three (3) years from the date of execution. All proxies and mail ballots shall be substantially in the form prescribed by the Board, and if not in such form, shall be deemed invalid which determination shall be made in the sole and absolute discretion of the Board or the Inspectors of Election. Mail ballots cannot be revoked once they have been received by the Association. 3.11, Inspectors. If, at any membership meeting a vote by ballot shall be taken, the chairperson of such meeting shall appoint at least two persons to act as Inspectors with respect to the ballots. Each Inspector so appointed shall first subscribe an oath to execute faithfully the duties of an Inspector with strict impartiality and according to the best of his ability. Such hispectors shall decide upon the qualifications of voters and shall report the number of votes represented at the meeting and entitled to be cast, shall conduct and accept the votes, and when the voting is completed, shall ascertain and report to the Secretary the number of votes for and against the questions or candidates respectively. Reports of Inspectors shall be in writing and subscribed and delivered by them to the Secretary of the meeting. The Inspectors need not be Members of the Associadon and any officer or Director of the Association may be an Inspector on any question, other than a vote for or against his election or any other question in which he may be directly interested. 3.12. Order of Business. The order of business at the amtual meeting of the Owners or at any special meeting insofar as practicable shall be: (a) Calling of the roll and certifying the proxies. (b) Proof of notice of meeting and waiver of notice. (c) Reading and disposal of any unapproved minutes. (d) Appointment of inspectors of election, if appropriate. (e) Election of Directors, if appropriate. (f) Receiving reports of officers. (g) Receiving reports of committees. (h) Old business. (i) New business, (j) Adjoumment. ARTICLE IV BOARD OF DIRECTORS 4.01. Qualifications. The following criteria shall be a qualification for nomination, appointment or election to a Directorship: (a) Membership in Good Standing: Membership in Good Standing shall be a qualification of any nomined or appointee to a Directorship and for continued service on the Board. -5- 739395.01 eo5735Wa7 (b) Rgpresentation; Partnerships, corporations, limited liability companies, fiduciaries or co- owners holding memberships in good standing may designate one individual per Unit owned to be eligible for nomination, appointment, or election as Directors in accordance with the following qualifications: Partnership designees shall be members, employees or agents of the partnership; ii) Corporate designees shall be officers, stockholders, employees or agents of the corporation; Limited liability company designees shall be members, employees or agents of the limited liability company; iv) Fiduciary designees shall be fiduciaries, officers, or employees of the fiduciary; and v) Co-Owners holding a membership in good standing may designate any one of them, but only one of them, to be eligible for nomination, appointment, or election as a Director; however, in the case of any disagreement, the express consent of a majority in interest of such co-Owners shall be required. e) Disgualification of Directors. Any Director whose membership in the Association is not in good standing for thirty (30) consecutive days shall automatically be disqualified as a Director upon expiration of said thirty (30) day period and a replacement shall be appointed by the Board within thirty (30) days thereafter to serve the remainder of the term. Despite the aforesaid, any Director who conveys title to his Unit and no longer holds title to any other Unit is automatically disqualified as a Director, effective on the date of said conveyance. 4.02. Number, The Board shall initially consist of three (3) Trusteeships, designated Directorships "A," "B" and "C." Upon the initial conveyance of fifty-three (53) Units, the Board shall be expanded to five (5) Directorships, designated Directorships "A," "B; "'C," "D," and "E." 4.03. Transition Elections. Within thirty (30) days after the initial conveyance of fifty-three (53) Units (twenty-five (25%) percent of the total Units contemplated for the Condominium), the President shall call either the first annual meeting or a special meeting of the membership of the Association for the purpose of holding the first election of Owners to the Board ("Transition Election"). At this meeting, Owners, other than the Developer, shall be entitled to vote for and elect Directors A and B from among such Owners in accordance with the provisions of Article IIl of these By-Laws, and the Developer shall be entitled to appoint Directors C, D, and E. Within thirty (30) days after the initial conveyance of one hundred fifty-nine ( 159) Units (seventy-fve (75%) percent of the total Units contemplated for the Condominium), the President shall call a meeting of the membership of the Association for the purpose of holding a second Transition Election. At this meeting, Owners, other than the Developer, shall be entitled to vote for and elect Directors C and D from among such Owners in accordance with the provisions of Article III of these By-Laws, and the Developer shall be entitled to appoint Director E, Within thirty (30) days after all Units have been initially conveyed, the President shall call a meeting for the third Transition Election at which Owners, other than the Developer, shall be entitled to vote for and elect Director E from among such Owners in accordance with the provisions of Article III hereof; provided that the -6- 739395.01 805735PG100 ^^. Developer shall be entitled in its discretion to relinquish Directorship E at the time of the second Transitioin Election or any time thereafter prior to the conveyance of the last Unit. Further, only Owners who are Members in Good Standing shall be eligible to be nominated, elected, or to serve on the Board, except that in the case of any Owner which is a partnership, corporation or limited liability company, including Developer, a designee shall be eligible if the Owner is a Member in Good Standing. Notice of all special meetings called pursuant to this Section, for the purpose of holding Transition Elections, shall be given not less than twenty (20) nor more than thirty (30) days prior to the date of the meeting. 4.04. Term of Office. Developer appointed Directors A and B shall serve until their successors have been qualified and elected at the First Transition Election. Directors A and B elected at the First Transition Election shall serve terms expiring at the annual meeting of the membership held in the second calendar year following the year in which the First Transition Election is held. Thereafter, Directors A and B shall serve for ^ 4^J two (2) year terms. Developer-appointed Directors C and D shall serve until their successors have been qualified and elected at the second Transition Election held pursuant to Section 4.03 herein. If (i) the first and second Transition Elections are held in the same calendar year or (ii) the second Transition Election is held in a calendar year in which the terms of Owner-elected Directors A and B expire, then Directors C and D elected at the second Transition Election shall serve tenns expiring at the annual meeting of the membership held in the third calendar year following the year in which the second Transition Election is held; otherwise Directors C and D elected at the second Transition meeting shall serve terms expiring at the annual meeting of the membership held in the second calendar year following the year in which the second Transition Election is held. Thereafter, Directors C and D shall serve for two year terms. Developer-appointed Director E shall serve until his successor has been elected and qualified at the second or third Transition Election. The first Owner-elected Director E shall serve a tenn expiring upon the expiration of the terms of Directors C and D then in office. Thereafter, Director E shall serve for a two (2) year staggered term. It is the purpose and intent hereof that subsequent to all Transition Elections, the election of Directors A and B shall be held in alternate years to the election of Directors C, D and E. 4.05. Removal of Members of the Board. At any duly held and constituted regular or special meeting of the Owners, any one or more Directors may be removed with or without cause by vote of the Owners present, provided that the notice of the meeting expressly includes this item. A successor may then and there be elected by a majority of the remaining Directors to fill the vacancy thus created. Each person so appointed shall be a Director for the remainder of the term of the Director whose term he is filling and until his successor is duly elected and qualified. Any Director whose removal has been proposed shall be given an opportunity to be heard at the meeting, but the failure of any Director to be a member in Good Standing for a period of thirty (30) days or more shall be grounds for automatic removal without any vote of the members. Despite the foregoing, an Owner-elected Director cannot be removed except by a majority vote (in number) of the Owners present, other than the Developer. In the event that all of the Ownerelected Directors are removed, successors shall be elected by the Owners, other than the Developer, in the manner set forth in Section 4.03 herein to fill the vacancies thus created. The provisions of this Section 4.05 shall not apply to any Director appointed by the Developer. -7- 739395.01 805735PGt09 4.06. Vacancies. Vacancies on the Board caused by any reason other than the removal of a Director by a vote of the Owners shall be filled by a vote of a majority of the remaining Directors, including the Developer's appointees, at a special meeting of the Board held for that purpose promptly after the occurrence of any such vacancy. Each person so elected shall be a Director for the remainder of the term of the Director whose term he is filling and until his successor shall have been duly elected and qualified. Despite the foregoing, until the first Transition Election, Developer shall have the right to fill all vacancies on the Board by appointment. Owner- elected vacancies on the Board shall only be filled by Owners, other than the Developer, whether same be elected pursuant to the provisions of this Section 4.06 or of Section 4.03 herein. ARTICLE V TRANSACTION OF BUSINESS BY THE BOARD OF DIRECTORS 5.01. Developer's Protective Provisions. After control of the Board is vested in Directors elected by Members, other than the Developer, and so long as the Developer owns at least one (1) Unit and holds same for sale in the ordinary course of business, the following shall apply and shall not be amended: (I) Neither the Association nor its Board of Directors shall take any action that will impair or adversely affect the rights of the Developer or cause the Developer to suffer any financial, legal or other detriment, including, but not limited to, any direct or indirect interference with the sale of Units or the assessment of the Developer for capital improvements. (2) The Association and its Board of Directors shall continue the same level of maintenance, operation and services as provided immediately prior to the assumption of control of the Association and the Board of Directors by Owners other than the Developer. (3) In furtherance of the foregoing provisions, the Developer shall have the right to veto any and all actions of the Association or the Board which may have any direct or indirect detrimental impact upon the Developer, as may be detennined in the sole reasonable discretion of the Developer. (4) The Developer shall exercise its veto right, in its sole and absolute discretion, within ten (10) days after its receipt of written notice that a resolution or other action is proposed or has been taken by the Association or its Board of Directors. In such event, the Developer shall notify the Secretary of the Association of its exercise of its veto right bnd'any such proposal or action shall be deemed null and void ab initio and of no further force or effect. The aforementioned protective provisions shall be construed in accordance with and not in derogation of N.J.S.A. 46:8B-12.1 of the New Jersey Condominium Act and N.J.A.C. 5:26-8.4 of the regulations promulgated pursuant to the New Jersey Planned Real Estate Development Full Disciosure Act, N.J.S.A. 45:22A-21 et seg„ and shall not be amended without the express written consent of the Developer. 5.02. Meeting of the Board: Notice to Directors: Waiver of Notice. The first annual meeting of the Board shall be held within ten (10) days after the first annual meeting of the Owners and at such time and place as shall be fixed by a majority of the Board and no notice shall be necessary. Thereafter, regular meetings of the Board may be held at such time and place as shall be determined from time to time by a majority of the Board, but at least two (2) meetings shall be held each year. Notice of regular meetings of the Board shall be given to each Director by telephone, mail, or telegram at least three (3) days prior to the day of the meeting. Special meetings of the Board may be called by the President on three (3) days notice to each Director given by telephone, mail or -8- 739)95.01 B05735PGH0 telegram, which notice shall state the time, place and purpose of the meeting. Special meetings of the Board shall be called by the President or the Secretary in like manner and on like notice on the written request of at least three (3) Directors. Any Director may, at any time, waive notice of any meeting of the Board in writing and such waiver shall be deemed equivalent to the giving of notice. Actual attendance by Directors at any meeting of the Board shall constitute a waiver of notice by him of the time and place thereof. If all the Directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting. 5.03. Ouorum and Adiourned Meetines, At all meetings of the Board, a majority of the Directors shall constitute a quorum for the transaction of business. The votes of a majority of the Directors present and voting at a meeting at which a quorum is present shall constitute a valid decision. If at any meeting of the Board, there shall be less than a quorum present, then a majority of those present shall adjoum the meeting to a new date. At any such adjoumed meeting at which a quorum is present, any business which may have been transacted at the original meeting may be transacted without further notice. The vote of a majority of those present at a Board meeting at which a quorum is present shall be necessary for valid action by the Board on any matter. 5.04. Joinder in Meetines bv Aporoval of Minutes. The transaction of any business at any meeting of the Board, however called and noticed or wherever held, shall be valid as if transacted at a meeting duly held after regular call and notice, if (i) a quorum is present; and if (ii) either before or after the meeting, each Director signs either (a) a written waiver of notice, (b) a consent to the holding of the meeting, or (c) an approval of the minutes thereof or of the resolution or act adopted at such meeting. All such waivers, consents or approvals shall be in writing and filed with the Secretary and made a part of the minutes of the meeting even though filed subsequent thereto. 5.05. Non-Waiver. All the ttghts, duties and privileges of the Board shall be deemed to be continuing and shall not be exhausted by any single act or series of acts. To the same extent, the failure to use or employ any remedy or right hereunder or hereafler granted shall not preclude its exercise in the future nor shall any custom bind the Board. 5.06. Consent in Lieu of Meeting and Vote. Despite anything to the contrary in these By-Laws, the Certificate of Incorporation or the Master Deed, and subject to N.J.S.A. 46:8B-13a, the entire Board of Directors shall have the power to take action on any matter on which it is authorized to act, without the necessity of a formal meeting and vote, if the entire Board or all the Directors empowered to act, whichever the case may be, shall consent in writing to such action. 5.07. Meetings Open to Owners• Notice. All Board Meetings, except conferences or working sessions at which no binding votes are to be taken, shall be open to attendance by all Owners, subject to those exceptions set forth in N.J.S.A. 46:8B-13a and N.J.A.C. 5:20-1.1, as now or hereafter amended. The Board may exclude or restrict attendance at those meetings, or portions of meetings, at which any of the following matters are to be discussed: 1) any matter the disclosure of which would constitute an unwarranted invasion of individual privacy; 2) any pending or anticipated litigation or contract negotiations; 3) any matters falling within the attomey-client privilege, to the extent that confidentiality is required in order for the attomey to exeraise his ethical duties as a lawyer; or 4) any matter involving the employment, promotion, discipline or dismissal of a specific off'icer or employee of the Association. Adequate written notice of the time, place and the agenda, to the extent known, of all such open meetings shall be given by the Board to all Owners at least forty-eight (48) hours in advance of such meeting in the manner required by N.J.A.C. 5:20-1:2(b). Moreover, the Board shall also, within seven (7) days foltowing the Annual Meeting of the Association, post, mail to newspapers and file with the administrator of the business office of the Association a schedule of the regular Board Meetings to be held in the succeeding year, as prescribed by N A.C. 5:20-1.2(c) and make appropriate revisions thereto, all as required by N.J.A.C. 5:20- 1.2(c)l. -9- 739395.01 g05?35QGV! I ARTICLE VI POWERS AND DUTIES OF BOARD OF DIRECTORS 6.0I. General Powers and Privileges. Subject to the Master Deed, or other instruments of ereation, the Association may do all that it is legally entitled to do under the laws applicable to its form of organization. The Association shall discharge its powers in a manner that protects and furthers the health, safety and general welfare of the Owners and residents of the Condominium. The Association shall provide a fair and efficient procedure for the resolution of disputes between individual Owners or residents and the Association, and between different Owners and residents, that shall be readily available as an altemative to litigation. The property, affairs and business of the Association shall be managed by the Board of Directors, which shall have all those powers granted to it by the Certificate of Incorporation, the Master Deed, these By-Laws, and by law. The Board shall have those powers, which include, but which are not necessarily limited to, the following, together with such other powers as may be provided herein or in the Master Deed, or which may be necessarily implied. a. To employ, by contract or otherwise, a manager, managing agent or an independent contractor to oversee, supervise and carry out the responsibilities of the Board. Said manager or said independent contractor shall be compensated upon such temis as the Board deems necessary and proper; and b. To employ any person, firm or corporation to repair, maintain or renovate the Common Elements of the Condominium; to lay pipes or culverts; to bury utilities; to put up lights or poles; to erect signs and traffic and safety controls of various sorts on said Property; and c. To employ professional counsel and to obtain advice from persons, tirms or corporations such as, but not limited to, landscape architects, architects, engineers, lawyers and accountants; and d. To employ or contract for water and sewer, electricity and gas, or other forms of utilities, cable or master antenna television; and e. To employ all managerial personnel necessary, or enter into a mau-4agerial contraet, for the efficient discharge of the duties of the Board hereunder; and f. To adopt, amend, and publish Rules and Regulations covering the details of the operation and use of the Common Elements including, but not limited to, pet controls; and g. To secure full performance by all Owners or occupants of all items of maintenance for which they are responsible; and h. To set minimum standards for floor coverings installed by all Owners, with the exception of Developer; and To establish and enforce Rules and Regulations for parking by Owners, subject to the provisions of the Master Deed, the Certificate of Incorporation and these By-Laws; and To arrange for security protection as necessary; and -10- 779795.01 Bo5735PO.r l-2 k. To enforce obligations of the Owners and do anything and everything else necessary and proper for the sound management of the Condominium, including the right to bring or defend lawsuits to enforce the terms, conditions and restrictions contained in the Master Deed, these By-Laws, or any Rules and Regulations; and I. To borrow and repay monies giving notes, mortgages or other security upon such term or terms as it deems necessary; and M. To invest and reinvest monies; sue and be sued; collect interest, dividends, and capital gains; exercise rights; pay taxes; make and enter into contracts; enter into leases or concessions; make and execute any and all proper affidavits for various purposes; compromise any action without leave of court; and all other powers contained herein, and those necessary and incidentalthereto;and n. To transfer, grant or obtain easements, licenses and other property rights with respect to the General Common Elements, in a manner not inconsistent with the rights of Owners; and o. To purchase or lease or otherwise acquire in the name of the Association or its designees, corporate or otherwise, on behalf of all Owners within the Condominium, Units offered for sale or lease or surrendered by their Owners to the Board, provided that the foregoing shall not be construed to constitute a right of first refusal; and I p. To purchase Units within the Condominium at foreclosure or other judicial sales in the name of the Association or its designees, corporate or otherwise, on behalf of all Owners; and q. To sell, lease, mortgage (but not vote the votes appurtenant thereto) or otherwise deal with Units acquired by the Association, and sublease any such Units leased by the Association or its designees, on behalf of all Owners; and T. To bring and defend actions by or against more than one Owner which are pertinent to the operation of the Condominium, the health, safety or general welfare of the Owners, or any other legal action to which the Owners may consent in accordance with these By- Laws;and s. To appoint an Insurance Trustee, who shall not be a Member of the Association, an employee of the Developer, or the manager, who shall discharge his duties in accordance with these By-Laws. In the absence of such an appointment, the Board shall be responsible for the disposition of all insurance proceeds;..and t. To create, appoint tnembers to and disband such committees as shall, from time to time, be deemed appropriate or necessary to aid the Board in the discharge of its duties, functions and powers; and U. To establish an Architectural Review Committee as hereinafter provided in Article XV; and v. To establish an Altemative Dispute Resotution Committee as hereinafter provided in Article XVI; and -11- 7)9)95.01 605735PG113 w. To comply with the City of New Bnmswick Ordinance, as amended. 6.02. Duties and Responsibilities. It shall be the af6rmative and perpetual obligation and duty of the Board to perform the following: a. To cause the General and Limited Conunon Elements to be maintained according to accepted standards and as set forth in the Master Deed, including, but not limited to, such maintenance, painting, replacement and repair work as may be necessary, lawn maintenance and clearing of snow from roadways and walkways as the Board may deem appropriate. All repairs and replacements shall be substantially similar to the original installation and shall be of first class quality; and b. To investigate, hire, pay, supervise and discharge the personnel necessary to be employed, and provide the equipment and materials necessary, in order to properly maintain and operate the Common Elements. Compensation for the services of such employees (as evidenced by certified payroll) shall be considered an operating expense of the Association; and c. To cause to be kept a complete record of all its acts and corporate affairs and to present a summary report thereof to the Members at the annual meeting or at any special meeting when requested in writing at least twenty-one (21) days in advance by the Members entitled to cast at least twenty-five (25%) percent of the total votes of the Association; and d. To allocate common surplus or make repairs, additions, improvements to, or restoration of the Common Elements in accordance with the provisions of these By-Laws and the Master Deed after damage or destruction by fire or other casualty, or as a result of condemnation or eminent domain proceedings; and e. To take such action as may be necessary to comply promptly with any and all orders or requirements affecting the premises maintained by the Association placed thereon by any federal, state, county or municipal authority having jurisdiction thereover, and order of the Board of Fire Underwriters or other similar bodies; and f. To manage the fiscal affairs of the Association as hereinafter provided in Article VIl; and g. To place and keep in force all insurance coverages required to be maintained by the Association, applicable to its property and Members including, but not limited to: (i) Physical Damage Insurance. To the extent available in the normal commercial marketplace, broad form insurance against loss by fire and against loss by lightning, windstorm and other risks normally included within all risk extended coverage, including vandalism and malicious mischief, insuring improvements existing within the Condominium, Common Elements and Unit betterments existing at the time of the initial conveyance, together with all service machinery appurtenant thereto, as well as common personalty belonging to the Association, and covering the interest of the Association, the Board, the Developer and all Owners and any Mortgage Holder who has requested the Association in writing to be named as loss payee, as their respective interests may appear, in an amount equal to the full replacement value of the Common Elements (exclusive of -12- 739395.01 B05735PG 1 I 4• foundations and footings) and Unit betterments existing at the time of the initial conveyance, without deduction for depreciation. Each policy shall contain a standard mortgagee clause in favor of each applicable Mortgage Holder, which shall provide that the loss, if any, thereunder, shall be payable to each applicable Mortgage Holder, its successors and assigns, as its interest may appear, subject to the loss payment provisions set forth in Article XI of the Master Deed. The aforesaid mortgagee clause shall name as mortgagee either the Federal National Mortgage Association (FNMA) or its servicers in the event FNMA holds mortgages on any Units. When a servicer is named as the mortgagee, its name must be followed by the phrase "its successors and assigns:" When a majority of the Board is elected by the Owners other than the Developer, prior to obtaining any renewal of a policy of fire insurance, the Board shall obtain an appraisal or other written evaluation of an insurance broker licensed to conduct business in New Jersey or other qualified expert as to the full replacement value of the Common Elements (exclusive of foundations and footings), and Unit betterments existing at the time of the initial conveyance of the Unit without deduction for depreciation, for the purposes of determining the amount of fire insurance to be obtained pursuant to this subparagraph. The amount of any deductible and the responsibility for payment of same shall be determined by the Board, in its sole discretion. (ii) Public Liability Insurance. To the extent obtainable in the normal commercial marketplace, public liability insurance for personal injury and death from accidents occurring within the Common Elements (and any other areas which the Board may deem advisable) and the defense of any actions brought by injury or death of a person or damage to property, occurring within such Common Elements and not arising by reason of any act or negligence of any individual Owner. Said insurance shall be in such lirmts as the Board may, from time to time, determine, covering each Member of the Board, the managing agent, the manager, and each Member, and shall also cover cross liability claims of one insured against another. Until the first meeting of the Board following the first annual meeting, such public liability insurance shall be in a single limit of not less than $1,000,000.00 covering all claims for personal injury or property damage arising out of any one occurrence. The Board shall review such limits once a year. (iii) Directors' and Officers' Liability Insurance. To the extent obtainable in the normal commercial marketplace, liability insurance indemnifying the Directors and Officers of the Association against liability for errors and omissions occurring in connection with the performance of their duties in an amount of at least $1,000,000.00, with any deductible amount to be in the sole discretion of the Board. (iv) Workers' Compensation Insurance. Workers' compensation and New Jersey disability benefits insurance as required by law. (v) Vehicular Liability Insurance. To the extent obtainable in the normal eommercial marketplace, vehicular liability insurance to cover all motor vehicles, if any, owned or operated by the Association. -13- 739395.01 B05735pGI15- (vi) Flood Insuranc. Flood hazard insurance in the event any of the insurable Conunon Elements are located within a federally designated zone of greater than minimal flood hazard. (vii) Water Damaee. Water Damage legal liability insurance. (viii) Boiler Insurance. To the extent obtainable in the normal commercial marketplace, boiler explosion liability insurance. (ix) Other Insurance. Such other insurance as the Board may determine, All policies shall: (i) provide if possible for recognition of any insurance trust agreement of the Association and that adjustment of loss shall be made by the Board of Directors with the approval of the Insurance Trustee, if any, and that the net proceeds thereof, if $50,000.00 or less shall be payable to the Board, and if more than $50,000.00 shall be payable to the Insurance Trustee, if any; (ii) require that the proceeds of physical damage insurance be applied to the restoration of such Common Elements and such structural portions and service machinery as is required by the Master Deed and these By-Laws; (iii) to the extent obtainable, contain agreed amount and inflation guard endorsements; construction code endorsement; demolition cost endorsement; contingent liability from operation of building laws endorsement and increased cost of construction endorsement; (iv) provide that the insurance will not be prejudiced by any act or omission of individual Members that are not under the control of the Association; (v) provide that the policy will be primary, even if insurance covering the same loss is held by any Member(s); (vi) to the extent obtainable, contain waivers of subrogation and waivers of any defense based on co-insurance or of invalidity arising from any acts of the insured; and (vii) provide that such policies may not be canceled without at least thirty (30) days prior written notice to all of the named insureds, including all Owners and Eligible Mortgage Holders. - All policies shall show the named insured as: "Fulton Square Condominium Association, Inc., for the use and benefit of the individual Owners or the Association's Insurance Trustee, if any." The "loss payable" clause must show the Association or the Insurance Trustee, as a trustee for each Owner, mortgage holder or other loss payee. Also, the policies must require the insurer to notify in writing the Association, its Insurance Trustee and each Eligible Mortgage Holder or other entity named in the mortgage clause at least thirty (30) days before it substantially changes the Association's coverage. The Board may determine, in its sole discretion, the amount of any deductible and the responsibility for payment of same as to any policy of insurance maintained under this subparagraph. Despite any other provisions of this subsection, the Association shall not be required to provide any type or amount of insurance not commonly available in the normal commercial marketplace. The premiums for any and all insurance coverage maintained by the Association shall be a common expense of the Association. Owners shall not be prohibited from carrying insurance for their own benefit, provided that all such policies shall contain waivers of subrogation; and further provided that the liability of the carriers issuing insurance obtained by the Board shall not be affected or diminished by reason of any such additionatinsurance carried by any Owners. 6.03, Rules and Regulations. The Board of Directors shall be and hereby is empowered to promulgate, adopt, amend and enforce such Rules and Regulations as it, in its sole and absolute discretion, deems necessary and proper to effectuate the provisions of the Master Deed and these By-Laws including, by way of description, but not by way of limitation, those deemed necessary and proper to ensure that Owners perfonm in accordance -I4- 739395-Q1 B05135PG116 with those covenants and restrictions imposed upon them and discharge and perform those obligations and duties for which they are responsible. ARTICLE Vli FISCAL MANAGEMENT 7.01. Budget: Common Expense Assessments. The Board shall prepare an annual Common Expense Budget which reflects the anticipated operating expenditures and repair and replacement reserve accumulation requirements for the next ensuing fiscal year of the Association. Common Expenses shall include, but not be limited to, the estimated costs for the operation, repair and maintenance of the Common Elements, the estimated costs for the operation of the Association, and any reserves for deferred maintenance, replacement or capital improvements of the Common Elements. The Board shall have the duty to collect from each Owner, his heirs, administrators, successors and assigns, as "Annual Common Expense Assessments", the proportionate part of the Annual Common Expenses assessed against such Owner as provided in the Master Deed, the Certificate of Incorporation, these By-Laws, and in accordance with applicable law. While the Developer appoints a majority of the Board, it shalI not cause the Association to make any additions, alterations, improvements or purchases not contemplated in the Public Offering Statement for the Condominium registered with the New Jersey Department of Community Affairs which would necessitate a special assessment or a substantial increase in the Common Expense Assessment unless required by a govemmental agency, title insurance company, mortgage lender or in the event of an emergency. 7.02. Determination of Annual Common Expenses. The amount of monies for Annual Common Expenses deemed necessary by the Board and the manner of expenditure thereof, including, but not limited to, the allocation thereof, shall be a matter for the sole discretion of the Board. 7.03. Disbursements. The Board shall take and hold the funds as collected and shall disburse same for the purposes and in the manner set forth herein and as required by the Master Deed, Certificate of Incorporation, and applicable law. 7.04. Depositories. The depository of the Association shall be such bank or banks as shall be designated from time to time by the Board and in which the monies of the Association shall be deposited. Withdrawal of monies from such accounts shall be only by checks signed by such parties as are authorized by the Board, provided that a management agreement may include, among its provisions, authority for a manager to sign checks on behalf of the Association for payment of the obligations of the Association, if the proper fidelity bond is fumished to the Association. 7.05. Accounts. The receipts and expenditures of the Assoaiation shall be Common Expense Assessments and Common Expenses respectively, and shall be credited and charged to accounts under the following classifications as the Board shall deem appropriate, all of which expenditures shall be Common Expenses: (i) Current expenses, which shall include expenditures within the year for which the budget is made, including reasonable allowances for contingencies and working funds. Current expenses shall not include expenditures chargeable to reserves. At the end of each year, any unexpended amount remaining in this account shall be applied to reduce the assessments for current expenses for the succeeding year, or distributed to the membership in the same manner as assessed, as the Board shall determine. -15- 739395.01 Ba5.735PC 1 I 7 (ii) Reserve for deferred maintenance, which shall include funds for maintenance items that occur less frequently than annually. (iii) Reserve for replacement, which shall include funds for repair or replacement of the Common Elements and those portions of the Common Elements for which repair or replacement is required because of damage, depreciation or obsolescence. The amounts in this account shall be allocated among each of the separate categories of replacement items, which amounts and items sball be determined in the sole discretion of the Board, (iv) Reserves for capital improvements, which shall include the funds to be used for capital expenditures or for acquisition of additional personal property that will be part of the Common Elements. (v) Operations, which shall include all funds from the use of the Conunon Elements or from any other sources. Only the additional direct expense required by any revenue producing operation will be charged to this account, and any surplus from any operation or otherwise shall be used to reduce the assessments for current expenses for the year during which the surplus is realized, or at the discretion of the Board, in the year following the one in which the surplus is realized. Losses from operations or otherwise shall be met by special assessments against Owners, which assessments may be made in advance in order to provide a working fund. The Board of Directors shall not be required to physically segregate the funds held in the above accounts, except for reserves for replacement and repair and escrow deposits, if any, which funds must be maintained in separate accounts. The Board may, in its sole disaetion, maintain the remaining funds in one or more consolidated accounts; however, the division into the various accounts set forth above need be made only on the Association's records. 7.06. Reserves. The Board shall not be obligated to expend all of the reserves collected in any accounting period, and must maintain reasonable reserves for, among other things, repairs, replacements, emergencies, contingencies of bad weather or uncollected accounts. Despite anything herein to the contrary, the Board in its determination of the Common Expenses and the preparation of a budget shall specifically designate and identify that portion of the Common Expenses which is to be assessed against the Owners as a capital contribution and is allocable to reserves for each separate item of capital improvement of and to said property. The amounts assessed and collected for the reserves shall be kept in one or more interest-bearing savings accounts or certificates of deposit, and shall not be utilized for any purpose other than that which was contemplated at the time of the assessment. The foregoing shall not be construed to mean that the Board shall not be permitted to keep additional cash on hand, in a checking or petty cash account, for the necessary discharge of its functions. 7.07. Notice; Emerg e ncies. The Board shall give written notice to each Owner and Eligible Mortgage Holder of the amount estimated by the Board for Common Expenses for the management and operation of the Association for the next ensuing budget period, directed to the Owner at his last known address by ordinary mail or by hand delivery. Said notice shall be conclusively presumed to have been delivered five (5) days after deposit in the United States mails. After the Developer tums over control of the Board to the Owners, if an Annual Common Expense Assessment is not made as required, an Assessment shall be presumed to have been made in the amount of the last prior year's Assessment, and monthly installments on such Assessment shall be due upon each installment paynient date until changed by an amended Assessment. In the event the Annual Common Expense Assessment proves to be insufficient, the budget and Assessments may be amended at any time by the Board, provided that nothing herein shall serve to prohibit or prevent the Board from imposing an Emergency -16- 739395.01 605735P6I i8 Assessment in the case of any immediate need or emergency which cannot be met by funds earmarked for such contingency. 7.08. Acceleration of Assessment Installment Upon Default. If an Owner shall be in default less than thirty (30) days in the payment of an installment upon any type of assessment, the Board may notify the delinquent Owner that the remaining installments of the assessment shall be accelerated if the delinquent installment has not been paid by the date stated in the notice, which date shall not be less than five (5) days after delivery of the notice to the Owner, or not less than ten (10) days after the mailing of such notice to him by registered or certified mail. If default shall continue for a period of thirty (30) days after the giving of notice, then the Board shall be required to give such notice. If default continues following the time for payment prescnbed in the notice, then the Board shall be required to accelerate the remaining installments of the assessment for the current year and notify the delinquent Owner that a lien for the accelerated amount shall be filed on a date certain stated in the notice, if the accelerated balance has not then been paid. The lien for such accelerated assessment as permitted by law shall then be filed if the delinquent assessment has not been theretofore paid and the Board may also (i) notify any holder of a mortgage encumbering the Unit affected by such default or (ii) publish appropriate notice of such delinquency to the membership of the Association. If said default continues for a period of ninety (90) days, then the Board may foreclose the foregoing lien pursuant to law and/or commence an independent suit against the appropriate parties to collect the Assessment and any legal fees or other costs incurred. 7.09. Interest and Counsel Fees. The Board at its option shall have the right in connection with the collection of any type of assessment, or other charge, to impose a late charge of any reasonable amount and/or interest at the legal maximum rate petmitted by law for the payment of delinquent real estate taxes, if such payment is made after a date certain stated in such notice. In the event that the Board shall effectuate collection of said Assessments or charges by resort to counsel, and/or the filing of a lien, the Board may add to the aforesaid Assessments or charges as reasonable counsel fees for legal fees incurred in connection with the collection action, plus the reasonable costs for preparation, filing and discharge of the lien, in addition to such other costs as may be allowable by law. 7.10. Assessment of Expenses in Actions bv or Aeainst Association Allocation of Awards. (i) Common Expenses. In the case of any action or proceeding brought or defended by the Association or the Board pursuant to the provisions of the Master Deed, Certificate of Incorporation, these By- Laws or any rules or regulations, the reasonable costs and expenses of preparation and litigation, including attorneys' fees, shall be a Contmon Expense allocated to all Owners other than the Developer. All Common Expense Assessments received and to be received by the Board, for the purpose of paying any judgment obtained against the Association or the Board and the right to receive such funds, shall constitute trust funds and same shall be expended first for such purpose befon: expending any part of same for any other purpose. (ii) Allocation of Awards. Money judgments recovered by the Association in any action or proceeding brought hereunder, including costs, penalties or damages, shall be deemed a special fund to be applied to (1) the payment of unpaid litigation expenses; (2) Common Expense Assessments, if the recovery thereof was the purpose of the litigation; (3) repair or reconstruction of the Common Elements, if recovery of damages to same was the purpose for the litigation; and (4) any amount not applied to (1), (2) and (3) aforesaid shall at the discretion of the Board be treated either as (i) a common surplus which shall be allocated and distributed pursuant to the provisions of Section 6.03 of the Master Deed or (ii) a set off against the Common Expense Assessments generally. Despite the foregoing, if an Owner(s), the Board or any other person or legal entity affected by any such distribution, shall assert that the damages sustained by an Owner(s) was disproportionate to his allocated -17- 739395,01 80-5735PG l 19 amount of any common surplus, the matter shall be decided in accordance with the procedures set forth in Article XV hereof. (iii) Recovery by Owner. In the event that an Owner(s) succeeds in obtaining a judgment or order against the Association or the Board, then in addition to any other sums to which said Owner(s) would otherwise be entitled by such judgment or order, said Owner(s) shall also be entitled to the restitution or recovery of any sums paid to the Board as Common Expense Assessments for litigation expenses in relation to said action or proceeding. 7.11. Power of Attolnev to Permitted Mortgage Holder. In the event the Board shall not cause the enforcement procedures provided in Sections 7.07 and 7.08 above to be implemented within the time provided, any Permitted Mortgage Holder for any Unit as to which there shall be such unpaid Common Expense Assessments is hereby irrevocably granted a power of attomey to commence such actions and to invoke such other remedies, all in the name of the Association. This power of attorney is expressly stipulated to be coupled with an interest in the subject matter. 7.12. Annual Audit. The Board shall submit the books, records and memoranda of the Association to an annual audit by an independent certified public accountant who shall audit same and render a report thereon in writing to the Board and in summary form to the Owners and such Eligible Mortgage Holders or other persons, firms or corporations as may be entitled to same. While the Developer maintains a majority of the Board, the Developer shall have an annual audit of Association funds prepared by an independent public accountant, a copy of which report shall be delivered to each Owner within ninety (90) days of the expiration of the fiscal year of the Association, The audit shall cover the operating budget and reserve accounts. 7.13. Examination of Books. Each Owner shall be permitted to examine the books of account of the Board by appointment in the offices of the Association or such other place as may be designated therefor by the Board at a reasonable time on business days; provided, however, that the Treasurer has been given at least ten (10) days prior written notice of the Owner's desire to make such an examination, 7.14. Fidelity Bonds. Fidelity bonds shall be required by the Board from all persons handling or responsible for Association funds. The amount of such bonds shall be determined by the Board in its sole discretion. The premium on such bonds shall be paid by the Association. While the Developer, maintains a majority of representation on the Board, he shall post a fidelity bond or other guarantee acceptable to the New Jersey Department of Community Affairs in an amount equal to the annual budget.. For the; second and succeeding years, the bond or other guarantee shall include accumulated reserves. ARTICLE VIII OFFICERS 8.01. Designation. The principal officers of the Association shall be a President, a Vice-President, both of whom shall be Members of the Board, a Secretary and a Treasurer. The Board may also appoint such other Assis'iant Treasurers and Assistant Secretaries as in its judgment may be necessary. Any two (2) offices, except that of President and Vice-President, may be held by one person. 8.02. Election of Officers. The officers of the Association shall be elected annually by the Board at its first meeting following each annual meeting and such officers shall hold office at the pleasure of the Board. 8.03. Removal of Officers. Upon an affirmative vote of a majority of the full number of Trustees, any officer may be removed, either with or without cause, after opportunity for a hearing, and his successor elected at any regular meeting of the Board, or at any special meeting of the Board called for such purpose. -18- 739395.01 805735PGI20 8.04. Duties and Resnonsibilities of Ofticers. (a) The President shall be the chief executive officer of the Association. He shall preside at all meetings of the Association and of the Board. He shall have all the general powers and duties which are usually vested in the office of President of an association. (b) The Vice President shall take the place of the President and perform his duties whenever the President shall be absent or unable to act. If neither the President nor the Vice President is able to act, the Board shall appoint some other Director to so do on an interim basis. The Vice President shall also perform such other duties as shall from time to time be imposed upon him by the Board. (c) The Secretary shall keep the minutes of all meetings af the Board and the minutes of all meetings of the Members of the Association; he shall have charge of such books and papers as the Board may direct; and he shall, in general, perform all the duties incident to the office of the Secretary. (d) The Treasurer shall have the responsibility for the custody of Association funds and securities and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Association. He shall be responsible for the deposit of all monies and other valuable effects in the name and to the credit of the Association in such depositories as may from time to time be authorized by the Board. 8.05. Other Duties and Powers. The officers shall have such other duties, powers and responsibilities as shall, from time to time, be authorized by the Board. 8.06. Elieibili of Directors. Nothing herein contained shall prohibit a Director from being an officer. ARTICLE IX COMPENSATION, INDEMNIFICATION AND EXCULPATION 9.01. ComRensation. No compensation shall be paid to the President or the Vice President or any Director or committee member for acting as such Officer, Director or committee member. The Secretary and/or Treasurer may be compensated for their services, if the Board determines that such compensation is appropriate. Nothing herein stated shall prevent any Officer, Director or committee member from being reimbursed for out-of- pocket expenses or compensated for services rendered in any other capacity to or for the Association, provided, however, that any such expenses incurred or services rendered shall have been authorized in advance by the Board. 9.02. Indenmification. Each Director, Officer or committee member of the Association shall be indemnified by the Association against the actual amount of net loss, including counsel fees, reasonably incurred by or imposed upon him in connection with any action, suit or proceeding to which he may be a party by reason of his being or having been a Director, Officer, or committee member of the Association, except as to matters for which he shall be ultimately found in such action to be liable for gross negligence or willful misconduct. In the event of a settlement of any such case, indenmification shall be provided only in connection with such matters covered by the settlement as to which the Association is advised by counsel that the person to be indemnified had not been guilty of gross negligence or willful misconduct. 9.03. Exculnation. Except for gross negligence or willful misconduct, neither the Board as a body nor any Director, Officer, or committee member shall be personally liable to any Owner in any respect for any action -19- 739395.01 605735PGt21 or lack of action arising out of the execution of his office. Each Owner shall be bound by the good faith actions of the Board, Officers and committee members of the Association, in the execution of the duties and powers or said Directors, Officers and committee members. Nothing contained herein shall be construed so as to exculpate members of the Board of Directors, including those appointed by the Developer, hom discharging their fiduciary responsibilities. ARTICLE X ENFORCEMENT 10.01. Enforcement. The Board shall have the power, at its sole option, to enforce the terms of this instrument or any Rule or Regulation promulgated pursuant thereto, by any or all of the following: self-help in the case of an emergency; sending notice to the offending party to cause certain things to be done or undone; restoring the Association to its original position and charging the breaching party with the entire cost or any part thereof; complaint to the duly constituted authorities; or by taking any other action before any court, summary or otherwise, as may be provided by law. 10.02. Fines. To the extent now or hereafter permitted by the law of the State of New Jersey, the Board shall also have the power to levy fines against any Owner(s) for violation(s) of any Rule or Regulation of the Association or t'or any covenants or restrictions contained in the Master Deed or By-Laws, except that no fine may be levied for more than the maximum amount presently contemplated under N.J.S.A. 46:813-15(1) for any one violation; provided, however, that for each day a violation continues after notice it shall be considered a separate violation. Collection of the fines may be enforced against any Owner(s) involved as if the fine were a Common Expense owed by the particular Owner(s). Despite the foregoing, before any fine is imposed by the Board, the Owner involved shall be given at least ten (10) days prior written notice and afforded an opportunity to be heard, with or without counsel, with respect to the violation(s) asserted. 10.03. Waiver. No restriction, condition, obligation or covenant contained in these By-Laws shall be deemed to have been abrogated or waived by reason of the failure to enforce same irrespective of the number of violations or breaches thereof which may occur. 10.04. Cause of Action aeainst Association. Subject to the mediation requirement set forth herein, Owners shall have a cause of action, to the extent permitted by the laws of this State, against the Association for any material failure to act in accordance with the Master Deed, the Certificate of tncorporation, the By-Laws, any Rules or Regulations or any formal decisions of the Association. Any dispute between or among Qwners or with the Association, other than collection matters, must first be submitted to mediation before ariy litigation is conunenced with respect to the dispute in question, all as contemplated by N.J.S.A. 45:22A-44(c). Such mediation shall be conducted in accordance with the Alternative Dispute Resolution Procedures of the Association formally established by the Board. ARTICLE XI AMENDMENTS These By-Laws may be altered or repealed or new By-Laws may be made, at any meeting of the Association duly held for such purpose, and previous to which written notice to Owners of the exact language of the amendment or of the repeal shall have been sent, a quorum being present, by an affirmative vote of 51 "/o of the votes entitled to be cast in person or by proxy by all Members in Good Standing, except that: (i) the first annual meeting may not be advanced; -20- 739395.01 B05735PG122 (ii) the first Board (including replacements in case of vacancies) may not be enlarged or removed; (iii) the obligation of the proportionate responsibility for the payment of Common Expenses with respect to Units or the Common Elements may not be changed by reason of any such new By-Law, amendment or repeal; (iv) no such new By-Law, amendment or repeal shall in any way affect the Developer, unless the Developer, or its successor, has given its prior written consent thereto; and (v) no amendment shall revokc or diminish the delegation of any power or duty to the Board. ARTICLE XII CONFLICT; INVALIDITY 12.01. Conflic Despite anything to the contrary herein, if any provision of these By-Laws is in conflict with or contradiction of the Master Deed, the Certificate of Incorporation or any applicable govemment requirements or permits, then the requirements of said Master Deed, Certification of Incorporation or law shall be deemed controlling. 12.02. Invalidi . The invalidity of any part of these By-Laws shall not impair or affect in any manner the enforceability or affect the validity of the remaining provisions of the By-Laws. ARTICLE aCIiI NOTICE Any notice required to be sent to any Owner under the provisions of the Master Deed or the Certificate of Incorporation or these By-Laws shall be deemed to have been properly sent and notice thereby given, when mailed, by regular post with postage prepaid, addressed to the Owner at the last known post office address of the person who appears as a member on the records of the Association at the time of such mailing. Notice to one of two or more co-Owners of a Unit shall constitute notice to all co-Owners. It shall be the obligation of every Owner to immediately notify the Secretary of the Association in writing of any change of address.. Valid notice may also be given to Owners by (i) personal delivery to any occupant of said Unit over 14 years of age or (ii) by affixing said notice to or sliding same under the front door of any Unit. ARTICLE X1V CIVIL ACTION FOR DAMAGES The Association shall not be liable in any civil action brought by or on behalf of an Owner to respond in damages as a result of bodily injury to the Owner occurring on the premises of the Association, except as the result of its willful, wanton, or grossly negligent act of commission or omission. ARTICLE XV ARCIIITECTURAL REVIEW COMMITTEE 15.01. Purpose, The Board may establish an Architectural Review Committee ("ARC"), consisting of three Members appointed by the Board, but not to include a member of the Board. Each Member shall serve for a term of one year, in order to assure that the Condominium shall always be maintained in a manner: a. providing for visual harmony and soundness of repair; - 739395.01 21- 8,05735PG I 23 by Resolution of the Board. Despite the foregoing, no action may be taken by the ADR Committee without giving the Owner(s) involved at least ten (10) days prior written notice and affording the Owner an opportunity to be heard, with or without counsel, with respect to the violation(s) asserted. Further, any Owner who is aggrieved by any decision of the ADR Committee shali have the right to appeal such decision to a court of competent jurisdiction. Any dispute between or among Owners or with the Association must first be submitted to the ADR Committee for mediation or non-binding arbitration before any litigation is commenced with respect to the dispute in question, all as contemplated by N.J.S.A. 45:22A-44(c) and these By-Laws. If there is not an appeal to a court of competent jurisdiction, or if the parties do not agree to binding arbitration, within forty-five (45) days of the decision by the ADR Committee, the decision of the ADR Committee shall be binding on all parties and shall have full force and effect under the laws of the State of New Jersey. The expenses for mediation or non-binding arbitration are Common Expenses of the Association. However, if the Owner requests binding arbitration, then the expenses will be shared equally by the Owner and the Association unless the arbitrator determines otherwise. Moreover, nothing herein shall prevent the Association from charging a reasonable application fee to any party who requests mediation or arbitration. b. Mediation Altemative. Prior to the commencement of any court appeal or binding arbitration procedure pursuant to this Article XVI, any party to the dispute, or the ADR Committee on its own motion, may request mediation of the dispute by an impartial mediator appointed by the ADR Committee in order to attempt to settle the dispute in good faith. Such mediator may be a member of the ADR Committee, its counsel or any other qualified mediator. Any such mediation shall be concluded within fifteen (15) days after such request, unless extended by the mediator for good cause. In the event that no settlement is reached within said fi fteen (15) day period, all relevant time periods in the hearing process shall be extended for fifteen (15) days plus any extension period. ARTICLE XVII ARBITRATION Any binding arbitration provided for in these By-Laws shall be conducted before one arbitrator in Middlesex County, New Jersey by the American Arbitration Association, in accordance with its rules then obtaining and the decision rendered in such arbitration shall be binding upon the parties and may be entered in any court having jurisdiction. All expenses of arbitration hereunder, including the fees and expenses of counsel and experts, shall be Common Expenses. ARTICLE XVIII CORPORATESEAL The Association shall have a seal in circular form having within its circumference the words "Fulton Square Condominium Association, Inc." -23- 739395.01 B05735PGf25 b. avoiding activities deleterious to the aesthetic or property values of the Condominium; c. furthering the comfort of the Owners, their guests, invitees and lessees; and d. promoting the general welfare and safety of the Condominium. 15.02. P wers. The ARC shall require the extemal design, appearancc, use and maintenance of the Unit in accordance with standards and guidelines contained in the Master Deed or these By-Laws or otherwise adopted by the Board ("Architectural Restrictions"). The ARC shall have the power, or upon petition of any Owner or upon its own motion, to issue a cease and desist order to an Owner, or his lessees whose actions are inconsistent with the foregoing standards and guidelines. The ARC shall provide interpretations of the Architectural Restrictions when requested to do so by an Owner or the Board. Any action, ruling or decision of the ARC may be appealed to the Board by any party deemed by the Board to have standing as an aggrieved party, within forty-five (45) days of the receipt of the written determination of the ARC. If said action, ruling or decision is appealed to the Board within said forty-five (45) day period, the Board may modify, reverse or con8rm any such action, ruling or decision. If said action, ruling or decision is not appealed to the Board within said forty-five (45) day period, the decision of the ARC shall be binding. The decision of the Board can only be appealed to a court of competent jurisdiction or, with the consent of all parties, to the ADR Committee, all subject to the rights of mediation or non-binding arbitration in Section 16.04 hereof. 15.03. Authori tv. The ARC shall carry out its duties and exercise its powers and authority in the manner provided for in the Master Deed or in any Rules and Regulations adopted by the Board. The ARC shall serve indefinitely at the pleasure of the Board. ARTICLE XVI ALTERNATIVE DISPUTE RESOLUTION COMMITTEE 16.01. Design a tion. The Board may establish an Altemative Dispute Resolution Committee ("ADR" Committee"), consisting of a chairman and two or more members, other than Members of the Board. The ADR Committee shall serve indefinitely at the pleasure of the Board. 16.02. Powers. The ADR Convnittee shall have power to appoint a subcommittee from among its members and may delegate to any such subcommittee any of its powers, duties and functions. 16.03. Authority. If initiai attempts by the Association, on its own initiative or upon the receipt of a formal written complaint from an Owner, to secure compliance with the Condominium Documents through correspondence to the Owner disclosing the nature of the violation, are not successful, it shall be the duty of the ADR Committee to conduct a hearing and issue a binding decision, subject to approval, pursuant to the applicable Condominium Documents and any Rules and Regulations adopted thereunder. 16.04. Altemative Disoute Resolution Procedure. a. Authority. In addition to the mediation authority granted to it herein, the ADR Committee shall have such additional duties, power and authority as the Board may from time to time provide by resolution. This shall include the right to resolve disputes arising under and to enforce the provisions of the Condominium Documents including the right to (i) intpose temporary cease and desist orders and (ii) levy fines pursuant to Section 10.02 hereof to the extent permitted by law. The ADR Committee shall carry out its duties and exercise its powers and authority in the manner provided for in these By-Laws, the Rules and Regulations or -ZZ- 739195.01 B05135PG124 EXHIBIT "F" Schedule of Percentage Interest in the Common Elements 'B05735PG126, . "TON SQUARE CONDOMINIUf1, Schedule of Percentage Interest in Common Elements Percentage Building Unit Address Type Designation Interest 101 Alder Court 3 BR TH Davenport 0.6384 103 Alder Court 3 BR TH Chesapeake 0.6157 105 Alder Court 3BRTH Chesapeake 0.6157 107 Alder Court 3 BR TH Chesapeake 0.6157 109 Alder Court 3 BR TH Davenport 0.6384 2 202 Alder Court 3BRTH Davenport 0.6384 204 Alder Court 3 BR TH Chesapeake 0.6157 206 Alder Court 3 BR TH Chesapeake 0.6157 208 Alder Court 3 BR TH Chesapeake 0.6157 210 Alder Court 3 BR TH Chesapeake 0.6157 212 Alder Court 3BRTH Chesapeake 0.6157 214 Alder Court 3 BR TH Chesapeake 0.6157 216 Alder Court 3 BR TH Davenport 0.6384 3 301 Birch Court 3 BR TH Davenporl 0.6384 303 Birch Court 3 BR TH Chesapeake 0.6157 305 BirCh Court 3 BR TH Chesapeake 0.6157 307 Birch Courl 3 BR TH Chesapeake 0.6157 309 Birch Court 3 BR TH Chesapeake 0.6157 311 Birch Court 3 BR TH Chesapeake 0.6157 313 Birch Court 3 BR TH Chesapeake 0.6157 315 Birch Court 3 BR TH Davenport 0.6384 4 402 Birch Court 3BRTH Davenport 0.6384 404 Birch Court 3 BR TH Chesapeake 0.6157 406 Birch Court 3 BR TH Chesapeake 0.6157 408 BirCh Court 3 BR TH Chesapeake 0.6157 410 Birch Court 3 BR TH Chesapeake 0.6157 412 Birch Court 3 BR TH Chesapeake 0.6157 414 Birch Court 38RTH Chesapeake 0.6157 416 Birch Court 3 BR TH Davenport 0.6384 5 501 Evergreen Drive 3 BR TH Davenport 0.6384 503 Evergreen Drive 3 BR TH Chesapeake 0.6157 505 Evergreen Drive 3 BR TH Chesapeake 0.6157 507 Evergreen Drive 3BRTH Chesapeake 0.6157 509 Evergreen Drive 3 BR TH Chesapeake 0.6157 511 Evergreen Drive 3 BR TH Chesapeake 0.6157 513 Evergreen Drive 3BRTH Davenport 0.6384 6 601 Evergreen Drive 3 BR TH Davenport 0.6384 603 Evergreen Drive 3 BR TH Chesapeake 0.6157 605 Evergreen Drive 3 BR TH Chesapeake 0.6157 607 Evergreen Drive 3 BR TH Chesapeake 0.6157 609 Evergreen Drive 3 BR TH Davenport 0.6356 805735PG127 LTON SQUARE CONDOMfN1Uh. Schedule of Percentage Interest In Common Elements 11 1111 Fernwood Court 3 BR ML Franklin 0.4052 1112 Fernwood Court 3 BR ML Franklin 0.4052 1113 Fernwood Court 2 BR ML Edinburgh 0.3520 1114 Fernwood Court 2 BR ML Edinburgh 0.3520 1115 Fernwood Court 2 BR ML Edinburgh 0.3520 1116 Fernwood Court 2 BR ML Edinburgh 0.3520 1117 Fernwood Court 3 BR Condo Berkshire 0.5114 1118 Fernwood Court 3 BR Condo Berkshire 0.5114 1121 Fernwood Courl 3 BR ML Franklin 0.4052 1122 Fernwood Court 3 BR ML Franklin 0.4052 1123 Fernwood Court 2 BR ML Edinburgh 0.3520 1124 Fernwood Court 2 BR ML Edinburgh 0.3520 1125 Fernwood Court 2 BR ML Edinburgh 0.3520 1126 Fernwood Court 2 BR ML Edinburgh 0.3520 1127 Fernwood Court 3 BR Condo Berkshire 0.5114 1128 Fernwood Court 3 BR Condo Berkshire 0.5114 1131 Femwood Court 3 BR ML Franklin 0.4052 i 132 Fernwood Court 3 BR ML Franklin 0.4052 1133 Fernwood Court 2 BR ML Edlnburgh 0.3520 1134 Fernwood Court 2 BR ML Edinburgh 0.3520 1135 Fernwood Court 2 BR ML Edinburgh 0.3520 1136 Fernwood Court 2 BR ML Edinburgh 0.3520 1137 Fernwood Court 3 BR Condo Berkshire 0.5114 1138 Fernwood Court 3 BR Condo Berkshire 0.5114 12 1211 Dogwood Court 3 BR ML Franklin 0.4052 1212 Dogwood Court 3 8R ML Franklin 0.4052 1213 Dogwood Court 2 BR Condo Allegheny 0.4373 1214 Dogwood Court 2 BR Condo Allegheny 0.4373 1215 Dogwood Court 2 BR Condo Allegheny 0.4373 1216 Dogwood Court 2 BR Condo Allegheny 0.4373 1217 Dogwood Court 3 BR Condo Berkshire 0.5114 1218 Dogwood Court 3 BR Condo Berkshire 0.5114 1221 Dogwood Court 3 BR ML Franklin 0.4052 1222 Dogwood Court 3 BR ML Franklin 0.4052 1223 Dogwood Court 2 BR Condo Allegheny 0,4373 1224 Dogwood Court 2 BR Condo Allegheny 0.4373 1225 Dogwood Court 2 BR Condo Allegheny 0,4373 1226 Dogwood Court 2 BR Condo Allegheny 0.4373 1227 Dogwood Court 3 BR Condo Berkshire 0.5114 1228 Dogwood Court 3 BR Condo Berkshire 0.5114 1231 Dogwood Court 3 BR ML Franklin 0.4052 1232 Dogwood Court 3 BR ML Franklin 0.4052 1233 Dogwood Court 2 BR Condo Allegheny 0.4373 1234 Dogwood Court 2 BR Condo Allegheny 0.4373 1235 Dogwood Court 2 BR Condo Allegheny 0.4373 1236 Dogwood Court 2 BR Condo Allegheny 0.4373 1237 Dogwood Court 3 BR Condo Berkshire 0.5114 1238 Dogwood Court 3 BR Condo Berkshire 0.5114 s73 s'_ j30 ^.^rA 8 JLTON SQUARE CONDOMINIM. Schedule of Percentage Interest In Common Elements 13 1311 Fernwood Court 3 BR Condo Berkshire 0.5114 1312 Fernwood Court 3 BR Condo Berkshire 0.5114 1313 Femwood Court 2 BR Condo Allegheny 0,4373 1314 Femwood Court 2 BR Condo Allegheny 0.4373 1315 Fernwood Court 2 BR Condo Allegheny 0.4373 1316 Fernwood Court 2 BR Condo Allegheny 0.4373 1317 Femwood Court 3 BR Condo Berkshire 0.5114 1318 Femwood Court 3 BR Condo Berkshire 0.5114 1321 Fernwood Court 3 BR Condo Berkshire 0.5114 1322 Fernwood Court 3 BR Condo Berkshire 0.5114 1323 Femwood Court 2 BR Condo Allegheny 0.4373 1324 Femwood Court 2 BR Condo Allegheny 0.4373 1325 Fernwood Court 2 BR Cando Allegheny 0.4373 1326 Fernwood Court 2 BR Condo Allegheny 0.4373 1327 Fernwood Court 3 BR Condo Berkshire 0.5114 1328 Fernwood Court 3 BR Condo Berkshire 0.5114 1331 Fernwood Court 3 BR Condo Berkshire 0.5114 1332 Femwood Court 3 BR Condo Berkshire 0.5114 1333 Femwood Court 2 BR Condo Allegheny 0.4373 1334 Fernwood Court 2 BR Condo Allegheny 0.4373 1335 Femwood Court 2 BR Condo Allegheny 0.4373 1336 Femwood Court 2 8R Condo Allegheny 0.4373 1337 Fernwood Court 3 BR Condo Berkshire 0.5114 1338 Fernwood Court 3 BR Condo Berkshire 0.5114 TOTAL 100.0000 "For Budget purposes, this Unit w1ll be assessed at .6384, which is the same rate as for all Units of this type. 830452v1 -s 7 35'- 13 t .tTON SQUARE CONDOMINIUh, Schedule of Percentage Interest in Common Elements 9 911 Cedar Court 3 BR Condo Berkshire 0.5114 912 Cedar Court 3 BR Condo Berkshire 0.5114 913 Cedar Court 2 BR Condo Allegheny 0.4373 914 Cedar Court 2 BR Condo Allegheny 0.4373 915 Cedar Court 2 BR Condo Allegheny 0.4373 916 Cedar Court 2 BR Condo Allegheny 0.4373 917 Cedar Court 3 BR Condo Berkshire 0.5114 918 Cedar Court 3 BR Condo Berkshire 0.5114 921 Cedar Court 2 BR Condo Atbany 0.5114 922 Cedar Court 2 BR Condo Albany 0.5114 923 Cedar Court 2 BR Condo Allegheny 0.4373 924 Cedar Court 2 SR Condo Allegheny 0.4373 925 Cedar Court 2 BR Condo Allegheny 0.4373 926 Cedar Court 2 BR Condo Allegheny 0.4373 927 Cedar Court 2 BR Condo Albany 0.5114 928 Cedar Court 2 BR Condo Albany 0.5114 931 Cedar Court 2 BR Condo Albany 0.5114 932 Cedar Court 2 BR Condo Albany 0.5114 933 Cedar Court 2 BR Condo Allegheny 0.4373 934 Cedar Court 2 BR Condo Allegheny 0.4373 935 Cedar Court 2 BR Condo Allegheny 0.4373 936 Cedar Court 2 BR Condo Allegheny 0.4373 937 Cedar Court 2 BR Condo Albany 0.5114 938 Cedar Court 2 BR Condo Albany 0.5114 10 1011 Dogwood Court 3BRML Franklin 0.4052 1012 Dogwood Court 3 BR ML Franklin 0.4052 1013 Dogwood Court 2 BR ML Edinburgh 0.3520 1014 Dogwood Court 2 BR ML Edinburgh 0.3520 1015 Dogwood Court 2 BR ML Edinburgh 0.3520 1016 Dogwood Court 2 BR ML Edinburgh 0.3520 1017 Dogwood Court 3 BR Condo Berkshire 0.5114 1018 Dogwood Court 3 BR Condo Berkshire 0.5114 1021 Dogwood Court 3 BR ML Franklin 0.4052 1022 Dogwood Court 3 BR ML Franklin 0.4052 1023 Dogwood Court 2 BR ML Edinburgh 0.3520 1024 Dogwood Court 2 BR ML Edinburgh 0.3520 1025 Dogwood Court 2 BR ML Edinburgh 0.3520 1026 Dogwood Court 2 BR ML Edinburgh 0.3520 1027 Dogwood Court 3 BR Condo Berkshire 0.5114 1028 Dogwood Court 3 BR Condo Berkshire 0.5114 1031 Dogwood Court 3 BR ML Franklin 0.4052 1032 Dogwood Court 3 BR ML Franklin 0.4052 1033 Dogwood Court 2 BR ML Edinburgh 0.3520 1034 Dogwood Court 2 BR ML Edinburgh 0.3520 1035 Dogwood Court 2 BR ML Edinburgh 0.3520 1036 Dogwood Court 2 BR ML Edinburgh 0.3520 1037 Dogwood Court 3 BR Condo Berkshire 0.5114 1038 Dogwood Court 3 BR Condo Berkshire 0.5114 B05735PG I'29 . eLTON SQUARE CONDOMINIUA. Schedule of Percentage Interest In Common Elements 7 711 Cedar Court 3 BR Condo Berkshire 0.5114 712 Cedar Court 3 BR Condo Berkshire 0.5114 713 Cedar Court 2 BR Condo Allegheny 0.4373 714 Cedar Court 2 BR Condo Allegheny 0.4373 715 Cedar Court 2 BR Condo Allegheny 0.4373 716 Cedar Court 2 BR Condo Allegheny 0.4373 717 Cedar Court 3 BR Condo Berkshire 0.5114 718 Cedar Court 3 BR Condo Berkshire 0.5114 721 Cedar Court 3 BR Condo Berkshire 0.5114 722 Cedar Court 3 BR Condo Berkshire 0.5114 723 Cedar Court 2 BR Condo Allegheny 0,4373 724 Cedar Court 2 BR Condo Allegheny 0.4373 725 Cedar Court 2 BR Condo Allegheny 0.4373 726 Cedar Court 2 BR Condo Allegheny 0.4373 727 Cedar Court 3 BR Condo Berkshire 0.5114 728 Cedar Court 3 BR Condo Berkshire 0.5114 731 Cedar Court 3 BR Condo Berkshire 0.5114 732 Cedar Court 3 BR Condo Berkshire 0.5114 733 Cedar Court 2 BR Condo Allegheny 0.4373 734 Cedar Court 2 BR Condo Allegheny 0.4373 735 Cedar Court 2 BR Condo Allegheny 0.4373 736 Cedar CourF 2 BR Condo Allegheny 0.4373 737 Cedar Court 3 BR Condo Berkshire 0.5114 738 Cedar Court 3 BR Condo Berkshire 0.5114 8 811 Cedar Court 3BRML Franklin 0.4052 812 Cedar Court 3 BR ML Franklin 0.4052 813 Cedar Court 2 BR ML Edinburgh 0.3520 814 Cedar Court '2 BR ML Edinburgh 0.3520 815 Cedar Court 2 BR Condo Allegheny 0.4373 816 Cedar Court 3BRML Franklin 0.4052 817 Cedar Court 3 BR Condo Berkshire 0.5114 818 Cedar Court 3 BR Condo Berkshire 0.5114 821 Cedar Court 3 BR ML Franklin 0.4052 822 Cedar Court 3 BR ML Franklin 0.4052 823 Cedar Court 2 BR ML Edinburgh 0.3520 824 Cedar Court 2 BR ML Edinburgh 0.3520 825 Cedar Court 2 BR Condo Allegheny 0.4373 826 Cedar Court 3 BR ML Franklin 0.4052 827 Cedar Court 3 BR Condo Berkshire 0.5114 828 Cedar Court 3 BR Condo Berkshire 0.5114 831 Cedar Court 3 BR ML Franklin 0,4052 832 Cedar Court 3 BR ML Franklin 0.4052 833 Cedar Court 2 BR ML Edinburgh 0.3520 834 Cedar Court 2 BR ML Edinburgh 0.3520 835 Cedar Court 2 BR Condo Allegheny 0.4373 836 Cedar Court 3 BR ML Franklin 0.4052 837 Cedar Court 3 BR Condo Berkshire 0.5114 838 Cedar Court 3 BR Condo Berkshire 0.5114 805135PG128 EXHIBIT 2 Forecasted Operating Budget, Accountant's Opinion re: Adequacy of Forecasted Budget; Letter re: Insurance Adequacy THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK. FULTON SQUARE CONDOMINIUM ASSOCIATION, INC. PROPOSED BUDGET - FULL OCCUPANCY OCT 0 2 2006 FULTON SQUARE CONDOMINIUM ASSOCIATION INC . FORECASTED OPERATING BUDGET FOR THE ASSOCIATION BASED UPON FULL OCCUPANCY OF 209 UNITS IN 2006 DOLLARS TABLE OF CONTENTS PAGE ACCOUNTANT AND INSURANCE REPORTS 1-2 FORECASTED OPERATING BUDGET FOR THE ASSOCTATION 3-4 SCHEDULE OF MAINTENANCE FEES BY UNIT TYPE 5 SCHEDULE OF REPLACEMENT RESERVES 6 STATEMENT OF ASSUMPTIONS AND RATIONALE 7-11 FULTON SQUARE CONDOMINIUM ASSOCIATION, INC. SCHEDULE OF REPLACEMENT RESERVES FULL OCCUPANCY OF 209 LINITS IN 2006 DOLLARS SQ, UNIT REPLACEMENT USEFUL ITEM FUNDING UANTITY SIF or L/F COSTS COSTS LIFE ANNUAL Roofing 1,664 SQ s 100.00 s 166,400 15 S 11,093 Siding 2,146 SQ 160.00 343,360 25 13,733 Leaders & Gutters 15,208 L!F 2.20 33,458 20 1,673 Driveways/Rnads 183,916 S/F 4.00 735,664 25 29,426 DeckslBrcezeways 28,967 S/F 15.00 434,505 25 17,380 House Wa1kVPatios 9,778 S/F 4.00 39,112 25 1,564 Aluminum Railings 5,682 LIF 25.00 142,050 25 5,681 Sprlnkler System 93,053 S/F 0.50 46,527 25 1,861 Deck - Staining 28,967 S/F 0.75 21,725 5 4,345 TOTAL ANNNUAL REPLACEMENT RESERVES S 86,757 See accountant's report The accompanying statement of assunipeon and rationale is an lntegrel part of tltis forecast 6 FULTON SOUARE CONDOMTNIUM ASSOCIATION INC . FORECASTED OPERATING BUDGET FOR TI3.E ASSOCIATION BASED UPON FULL OCCUPANCY OF 209 UNITS IN 2006 DOLLARS NOTE I- PRESENTATIONS AND ASSUMPTIONS: The financial forecast presents, to the best of the Sponsor's knowledge and belief, the Association's expected operating budget for the first full year assuming the following conditions: -No construction or material defects will exist after completion of the common and limited common areas and structures; -The quantities of common and limited common areas contained in the operating budget are accurate; -Proper maintenance of the common and linvted common areas and structures will take place in the future; -The schedule of deferred maintenance and replacement funding will be reviewed on an annual basis and assessments will be updated for changes in projected lives and replacement codes. The forecast reflects the Sponsor's judgment of the expected course of action given current dollars for the first full year based upon full occupancy of two hundred nin.e (209) units. The forecasted budget amounts are those expected to be incurred in the normal operations of the general and limited common elements. It does not include expenses incurred for individual units. The forecast is designed to present the revenues, expenses and reserve and deferred maintenance funding for the first full year of operations to be included in the Public Offering Statement of Fulton Square Condominium Association. The assumptions disclosed herein are those that the Sponsor believes are significant to the forecast. Further, even if full occupancy levels were attained and expenses remained at current dollars, there will usually be differences between the forecasted and actual results, because events and circumstances frequently do not occur as expected, and those differences may be material. In addition, the project plans have not been completed in detail and/or field changes may occur during construction. Thus actual expenses may vary as a result of such changes. FULTON SOUAI2E CONDOMINIUM ASSOCIATION , INC. FORECASTED OPERATING BUDGET FOR TFIE ASSOCIATION BASED UPON FULL OCCUPANCY OF 209 UNITS IN 2006 DOLLARS NOTE 2 - REVENUES: Maintenance Assessments - The Association will assess maintenance fees from the unit owners on a monthly basis. The fees will be assessed by unit types and are included in the accompanying budget The percentage interest for each type of unit was determined by the Sponsor at its discretion. 2. Workin¢ Capital Contributions - At the time of closing, the Association will collect a one-time, non-refundable maintenance fee equal to two month's maintenance assessments to be used as working capital. These contributions have not been included in the accompanying budget. NOTE 3 - EXPENSES: The Association will incur various expenses in connection with maintaining the common properties and facilities. The expense categories are explained as follows: ADMINISTRATIVE: Management - The operation of an Association requires various administrative and supervisory services. The sponsor has inquired as to the cost of management, this service has been estimated to be $24,960. The expense budgeted is based upon this estimate. 2. Insnrance - The By-Laws and Master Deed detail the insurance coverage required by the Association. The Association has obtained an insurance quote from Waldor Insurance Agency, for full occupancy of two hundred nine (209) units. Because of the occurrences of natural disasters and volatility in the i„c»ra„ce market, future costs could vary significantly from estimates provided herein. Therefore, this line item and the potential for future assessment increases should be evaluated accordingly. FULTON SOUARE CONDOMINIUM ASSOCIATION INC . FORECASTED OPERATING BUDGET FOR THE ASSOCIATION BASED UPON FULL OCCUPANCY OF 209 UNITS IN 2006 DOLLARS NOTE 3 - EXPENSES (CONTINUED): ADMINISTRATIVE fCONTINUEDI: 3. Audit - This line item represents the estimated cost of an annual certified audit of the Association's fmancial statements by an independent certi6ed public accountant. It is based upon an estimate, and includes preparation of the Association's tax return. This line item does not include any amounts for the "transition process" from. Sponsor to unit owner control, 4. Laeal - The Association will require the services of an attomey for various purposes including collection matters, adopting resolutions and other administrative functions. This line item is an estimate of such services based upon associations of similar size. This line item does not include any amounts, which may be incurred for fees related to "transition" from Sponsor to unit owner control. In addition, this estimate does not include costs for litigation, including, but not limited to, collections. 5. Administrative and OfCice - This item includes letterhead, envelopes, maintenance fee coupons and coupon envelopes, checkbook(s), seal(s), postage and like items related to the administration of Fulton Square Condominium Association. 6. Bad Debt - The Association has accounted for uncollectable maintenance fees on a per annum basis included in the budget. 9 FULTON SOUARE CONDOMINIUM ASSOCIATION, INC FORECASTED OPERATING BUDGET FOR THE ASSOCIATION BASED UPON FULL OCCUPANCY OF 209 UNITS IN 2006 DOLLARS NOTE 3 - EXPENSES (CONTINUED): GROUNDS, BUILDING AND RECREATIONAL MAINTENANCE: Grounds Maintenance and Snow Clearing - The Association is required to maintain the common area property. This line item projects normal grounds maintenance and services and is based upon the Sponsor's experience with landscaping costs at similar projects. This estimate includes supervision, labor, equipment and materials. The Association will be required to provide snow clearing for the parking lots, driveways and sidewalks of the Association. The cost of snow plowing roadways and common areas is the obligation of the Association. Actual snow clearing costs are dependent upon weather conditions during the winter months. Should weather conditions be more severe than expected the cost of snow clearing could exceed the budgeted amount. The impact of such conditions, and the possibility for additional assessments or increases in maintenance fees should be considered accordingly. 2. Electricity - This line item includes the estimated electric charges for common area lighting. This line is based upon discussions with the utility company. 3. Sprinkler System Maintenance - The Association will utilize in-ground sprinklers to water the common area lawns. This line item represents the costs associated with opening and closing the system in the spring and fall and the electric costs for the sprinkler system. This cost is based upon experience with similar associations. 4. Repairs and Maintenance - This category provides funds for expenses such as exterminating, supplies and repairs and maintenance of common elements not delineated separately. This cost is based upon experience with similar associations. 10 FULTON SQUARE CONDOMINIUM ASSOCIATION, INC. FORECASTED OPERATING BUDGET FOR THE ASSOCIATION BASED UPON FULL OCCUPANCY OF 209 UNITS IN 2006 DOLLARS NOTE 3 - EXPENSES (CONTINUED): 5. Salaries - This line item represents the salary for maintenance personnel and the associated payroll taxes and benefits. This cost is based upon experience with similar associations. 6. Rubbish Removal - This line item represents the estimated annual costs for nibbish removal. This cost is based upon experience with similar associations. Fire Alarm/Seeuritv Monitorinn - This line item includes the estimated annual cost for monitoring of the alarm and security systems. This cost is based upon experience with similar associations. 8. Real Estate Taxes - To the best of the Sponsor's knowledge, it is anticipated that no real estate taxes will be assessed on the common areas. Therefore, no expense is included in the accompanying budget. NOTE 4 - RESERVES: Realacement Fundin¢ - An inventory of commonly owned assets and common and limited common elements for which the Association has the responsibility for replacement was developed through a review of construction plans. The quantities were supplied by the Sponsor. The quantities were estimated based on the plans. Actual quantities may vary which might have an effect on estimated replacement costs. Asset costs and usetui lives were derived from the Sponsor and construction publications. The schedule of replacement funding is detailed in the budget. 11 September 28, 2006 Fulton Square Condominium Association, Inc c/o Edgewood Properties, Inc. 1260 Stelton Road Piscataway, NJ 08854 Re: Insurance - Fulton Square Condominium Association, Inc Gentlernen: As per your request, this office will provide insurance coverage for Fttlton Square Condominium Association, Inc as follows: Property: $17,500,000 Special Fonn, Blanket Coverage on Buildings and contents. Deductibles per loss will be $5,000. Maintenance Fees $2,000,000. Coverage will be on a Replacement Cost Basis. Liability: $1,000,000 Combined Single Limit for Bodily Injury and Property Damage. Automobile: $1,000,000 Hired and Non-Owned Automobile Liability Workers' Compensation: New Jersey Statutory Limits Directors' & Officers': $1,000,000 Limit per Occurrence Umbrella Liability: $25,000,000 Limit Fidelity Bond: $500,000 TOTAL COST: $65,207 It is deemed that the aforesaid policies will represent necessary and adequate coverage for Fulton Square Condominium Association, Inc. Price is based upon cun-ent market conditions. Yours very trnly, -e, '2'iP., - 2 ^ ^ 4- (1 6^ c - - Marc N. Waldor dba Waldor Agency P.O. Box 679 F'lorham Park, NJ 07932 Phone: (973) 549-1818 Fax: (973) 549-3729 EXHIBIT 3 Proposed Management Agreement THIS AGREEMENT, MADE AND ENTERED INTO THIS 1st, day of November 1, 2006 by and between FULTON SQUARE CONDOMINIUM ASSOCIATION, INC., (the "Association"), and MIDLANTIC PROPERTY MANAGEMENT, INC., (the "AGENT"). WITNESSETH: Whereas, the Association has been established in accordance with the terms and conditions of the New Jersey Nonprofit Corporation Act .J.S. 15A:1-1 et se .) and is responsible for the maintenance, administration and operation of the community common property which is a part of the community known as Fulton Square Condomiruum Association consisting of 209 Condominium units located in the City of New Brunswick, Middlesex County, New Jersey; Whereas, the Association has the power and responsibility vested in it in accordance with the terms and conditions of the Master Deed and Restrictions for Fulton Square Condominium, the Association Certificate of Incorporation of Fulton Square Condominium Association, Inc., the New Jersey Condominium Act, N.J.S.A 46:8b-1, et. sea., and any other applicable laws; The Association on behalf of its members desires to employ the AGENT to manage the community common property and the Association and the AGENT desires to be employed to manage the community common property and the Association; NOW THEREFORE, IT IS HEREBY AGREED AS FOLLOWS: 1. The Association employs the AGENT exclusively to manage the community common property beginning November 1, 2006 and ending October 31, 2007. This agreement shall not be renewable for one year periods thereafter unless on or before sixty (60) days prior to the expiration of any such renewal period, the parties shall notify the other in writing that it elects to extend this agreement and both agree, in which case this agreement shall be extended for an additional one year tenn at a fee to be negotiated between the parties. 2. The AGENT shall manage the community common property and the Association to the extent, for the period, and upon the terms of this agreement. The AGENT shall perfonn the following services in the name of and on behalf of the Association and the Association hereby gives the AGENT the authority and powers required to perform these services. 2.1 The AGENT shall collect receipt for all annual, monthly, or other assessments and other charges due to the Association for operation of the connnunity common property and atl rental or other payments from concessionaires, if any, provided that the AGENT shall have no responsibihty for collection of delinquent assessments or other charges except sending notices of delinquency. 2.2 The AGENT shall maintain records showing all its receipts and expenditures relating to the Association and shall promptly submit to the Association Board of Trustees (the Board) a cash receipts and disbursements statement accounts receivables and accounts payables for the preceding month, and a statement indicating the balance or deficit in the AGENT'S account for the Association on or before the fifteenth day of the following month_ 2.3 The AGENT shall prepare and submit to the Board, on or about November 1 of each year a recommended budget for the next year showing anticipated receipt and expenditures for such year. 2.4 Within 90 days after the end of each calendar year, the AGENT shall submit to the Board a summary of all receipts and expenditures relating to the Association for the preceding year, provided that this service shall not be construed to require the AGENT to supply an audit. Any audit or tax preparation required by the Board shall be prepared at the Board's expense by certified public accountants. 2.5 Subject to the direction of the Board and at the expense of the Association, the AGENT shall cause the Condominium community common property at Fulton Square Condominium to be maintained according to appropriate standards of maintenance consistent with the character of the Fulton Square Condominium community, including cleaning, painting, landscaping, decorating, maintenance, and repairs. 2.6 On the basis of the budget, job standards, wage rates, and selection previously approved by the Board, the AGENT shall hire, pay, negotiate collective bargaining agreements, if necessary, with, supervise, and discharge engineers, janitors, and other personnel required to maintain and operate the community common property properly. All such personnel shall be contractors or employees of the Association. All salaries, taxes, and other expenses payable on account of such contractors or employees shall be operating expenses of the Association. 2.7 The AGENT shall execute and file all returns and other instruments and do and perform all acts required of the Association as an employer under the Federal Insurance Contributions Act, the Federal Unemployment Tax Act, and Subtitle C of the Intemal Revenue Code of 1954, with respect to wages paid by the AGENT, on behalf of the Association and under any similar Federal, State, or municipal law. The BOARD shall, upon request, execute, and deliver promptly to the AGENT all necessary powers of attomey, notices of appointment, and the like. 28 Subject to the direction and prior approval of the Board, the AGENT shall negotiate and execute on behalf of the Association contracts for water, electricity, gas, telephone, and other such services for the community common property of the Condominium as may be necessary or advisable. The AGENT also shall purchase on behalf of the Association such equipment, tools, appliances, materials, and supplies, as are necessary for the proper operation and maintenance of the Condominium and the community common property- All such purchases and contracts shall be in the name and at the expense of the Association. 2.9 The AGENT shall prepare a newsletter at the request of the Board, or its designee, if and when the Board provides to Agent sufficient material for publication. Any cost pertaining to printing, postage, photocopying, collating, and envelope stuffing of the newsletter shall be at the sole cost of the Association. 2.10 The Association shall reimburse Agent for all costs pertaining to faxing, postage, and photocopying at the following rate: Faxing-$1 per page; postage at cost; photocopying 10 cents per page. Additionally, any paper or office supplies required by the AGENT for the proper operation of the Association shall be paid by the Association and such costs shall be itemized by category for the Association. 2.11 The AGENT shall pay from the funds of the Association all taxes, building and elevator (if any) inspection fees, water rates, and other governmental charges, or obligations incurred by the Association with respect to the maintenance or operation of the C Condominium and the community common property or incurred by the AGENT on behalf of the Association pursuant to the terms of this agreement or pursuant to other authority granted by the Association. 2.12 The AGENT shall maintain appropriate records of all insurance coverage carried by the Association. The AGENT shall cooperate with the Board in investigating and reporting all accidents or claims for damage relating to the ownership, operation, and maintenance of the community common property of the Association including any damage or destruction to it. 2.13 The Board reserves the right at all times to place all insurance with respect to the Condominium and its operation. 3. In discharging its responsibilities under paragraph 2 of this ageement, and unless otherwise provided, the AGENT shall not make any expenditures nor incur any non recurring contractual obligation exceeding $500 without the prior consent of the Board, provided that no such consent shall be required to repay any advances made by the AGENT under the terms of paragraph 5. Notwithstanding these liniitations, the AGENT may, on behalf of the Association without prior consent but upon notice to the Association president,expend any amount or incur a contractual obligation in any amount required to deal with emergency conditions which may involve a danger or life or property or may threaten the safety of the community common property or its members/owners and occupants or may threaten the suspension of any necessary service to the Connnunity. 4 Notwithstanding any other provisions of this agreement, the AGENT has no authority or responsibility for ntaintenance or repairs to individual dwellings in the Condominium. Such maintenance and repairs shall be at the sole responsibility of the members/owners individually in accordance with the Condoniiniums governing documents. Each individual dwelling unit owner may contract with the AGENT on an individual basis for the provision of certain maintenance and other related services which will be paid for in accordance with an agreement between the AGENT and the individual unit owner. This shall not be considered to be a conflict of interest or otherwise obligate the AGENT to take an action except as it may agree to with an individual dwelling owner. 5.0 The AGENT shall establish a lockbox for the Association. (Third party costs related to Iockbox charges and coupons shall be bome by the Association.) 5.1 All moneys collected by the AGENT on behalf of the Association shall be deposited in a custodial account in a state or national bank where deposits are insured by the Federal Deposit Insurance Corporation separate and apart from AGENT'S own funds. No interest shall be paid on such funds. 5.2 All expenses of operation and management may be paid from the Association's funds held by the AGENT, and the AGENT is authorized to pay any amounts owed to the AGENT by the Association from such account at any time with concun:ent notice, to the Association. The Agent shall have no obligation to advance funds to the Association for any purpose whatsoever. 5.3 All Agent's employees who handle or are responsible for the safekeeping of any moneys of the Association, shall be covered by a fidelity bond provided by AGENT at AGENT'S expense and protecting the Association in an amount equal to or greater than that required by law. 5.4 The AGENT shall respond to requests from agents for potential buyers and from banks and mortgage institutions for such information, as they may deem necessary to process a sale and/or a mortgage application. The AGENT shall not be entitled to charge a fee to the originator of such requests. 5.5 Historical records of the Association will be stored by the Association. Should the Association desire to use the Agent's storage facilities for these records, this can be done at a cost of $200 per year. 6. The Board shal3 pay the AGENT a management fee equal to $10 per unit per month. The management fee shall be paid monthly in advance. The Board does hereby authorize the AGENT for the Association's account and on its behalf to perform any act or do anything necessary or desirable in order to carry out AGENT'S agreements contained herein, and everything done by AGENT under provisions hereof shatl be done as AGENT of the Association, and all obligations or expenses incurred hereunder (for which AGENT is not compensated as provided herein) shall be at the expense of the Association provided such expenses are authorized in advance by the Board except in case of emergency- Except as otherwise set forth in Paragraph 2 hereof, any clerical or administrative services performed for the Board or the Association such as the preparation and clrculation of notices, copying, mailing, of newsletters and general correspondence shall be at the expense of the Association, at a cost of $15.00 per secretarial hour, plus postage. Charges for extraordinary services not specifically provided for in this agreement such as, but not limited to, additional secretarial services, court appearances, research for lawsuits, coordination of significant insurance losses, etc., will be billed as follows with the Board's prior approval: $75.00 per principal hour, $50.00 per consulting hour, and $15.00 per secretarial hour. 6.1 Delinquent Fulton Square Condominium Association accounts must be bandled in accordance with Fulton Square Condonunium Association goveming documents and all applicable laws. The AGENT shaII produce a monthly delinquency report. Late fees will be posted to each account where appropriate_ If a unit owner fails to pay the monthly Association dues, the AGENT shall post a late fee to the account and forward an invoice to the unit owner. As part of the base contract rate, should a unit owner be delinquent more than one month, then the AGENT shall correspond with the unit owner in an attempt to collect outstanding fees and contact the Association's collection attomey and work with the attomey to process additional collection action. In the event a unit owner's account remains delinquent beyond the late due date of a second month, than the AGENT shall proceed with additional collection procedures, which may include contact the Association's collection attomey. The AGENT shall charge the Association $50.00 for each account which is delinquent after the late due date of the second month. The Association may assess this charge to the delinquent homeowners account. 7. One of the AGENT'S employees shall be designated as site manager for Fulton Square Condominium Association. The site manager or other representative of the AGENT shall attend 12 meetings of the Board, including the annual meeting of the Owners. The site manager or other representative of the AGENT shall, upon not less than 72 hours notice, attend additional meetings of the Board or the OWNERS as requested, provided that the Board shall pay the AGENT $50.00 per hour for the site manager's or other representative's attendance at each such additional meeting. The AGENT will record the meeting nt.inutes and with the Board's approval can have the minutes transcribed by an outside service. 8. The Board shall designate a single individual and professional consultant, as necessary, which shall be authorized to deal with the AGENT on any matter relating to the management of the community common property/Association. The AGENT is directed not to accept directions or instructions with regard, to the management of the community common property/Association from anyone else. In the absence of any other designation of the Board, the president of the Board shall have this authority. 9. The AGENT shall have no authority to make structural changes in the community common property or to make any other major alterations or additions-in or to any building or equipment therein, except such emergency repairs as may be required because of danger to life or property or which are immediately necessary for the preservation and safety of the community connnon property or the safety of the members/owners and occupants or are required to avoid the suspension of any necessary service to the community common property. 9.1 The AGENT has no responsibility for the compliance of the community common property/Association or any of its equipment with the requirements of any ordinances, laws, rules, or regulations (including those relating to the disposal of solid, liquid, and gaseous wastes) of the City, County, State or Federal Government, or any public authority or oflicial thereof having jurisdiction over it, except to notify the Board promptly ot or forward to the Board promptly, any complaints, warnings, notices, or summonses received by it relating to such matters. The Association represents that to the best of its knowledge, the Condominium complies with all such requirements, and authorize the AGENT to disclose the ownership of the Condominium to any such officials, and. agree to indemnify and hold hamiless the AGENT, its representatives, servants, and employees, of and from all loss, cost, expense and liability whatsoever which may be imposed on them or any of them by reason of any present or future violation or alleged violations of such laws, ordinances, rules or regulations. 10. Except for any loss incurred by the Association which is caused by the AGENT's negligence or the AGENT's breach of the terms of this Agreement, the Association shall indemnify and hold the AGENT harmless, from and against all present and future claims, demands, orders, directives, actions, suits, causes of action cross claims, third party actions, arbitrations or mediations demands, or statutory or regulatory obligations, whether at law or in equity, whether sounding in tort, contract, equity, nuisance, trespass, negligence, strict Gability, or any other statutory, regulatory, administrative, or common law cause of action asserted by an person or entity claiming entitlemem to offset, contribution, indemnity, payment, benefits, credit or coverage from in respect of liability or coverage from in respect of liability or potential liability to or of the Association with respect to, or arising out of, any and all claims in any way related to Association or the performance of the AGENT under this Agreement, and from all costs or expenses, including Agent's insurance deductible and reasonable attorney's fees, incurred by the AGENT from and after the date when t.his Agreement is executed, in defending against any such claims, cross-claims, actions or liability. AGENT shall promptly notify the Association of any claim, cross-claim or action upon which a claim hereunder is or may be based, and shall cooperate fully with the Association in connection with the Association's defense of such claim, cross-claim or action. This provision shall survive the termination of this agreement. If available at no extra cost to it, the Association shall carry contractual liability insurance that specifically covers the hold harniless and indenmity provisions contained in this Paragraph 10, as well as employer's liability insurance and will include the AGENT as an additional insured in the liability poGcy and will deliver a copy of such liability policy to the AGENT or a certificate of insurance. 10.1 Except as provided above, the Association shall indemnify, defend, and save the AGENT harniless from all suits in connection with the Condominium and from liability for damage to property and injuries to or death of any employees or other person whosoever, and carry at its own expense public liability, boiler, and elevator liability if elevators are part of the equipment of the Master Association, and workers' compensation insurance, if available, naming the BOARD and the AGENT and adequate to protect, their interests and in form, substance, and amounts reasonably satisfactory to the AGENT, and furnish to the AGENT certificates evidencing the existence of such insurance. Unless the BOARD shall provide such insurance and furnish such certificates within thirty (30) days from the date of this agreement, the AGENT may, but shall not be obligated to, place said insurance and charge the cost thereof to the account of the BOARD. This provision shall survive the tennination of this agreement. 10.2 Except as provided above, the Association shall pay all expenses incurred by the AGENT including, without limitation, attomey's fees for counsel employed to represent the AGENT or the BOARD in any proceeding or suit invoMng an alleged violation by the AGENT or the BOARD, or both, of any constitutional provision, statute, ordinance, law, or regulation of any govermnental body pertaining to environmental protection, fair housing, or fa'v employment including, without limitation, those prohibiting or making illegal discrimination on the basis of race, creed, color, reiigion, or nationa[ origm in the same, rental or other disposition of housing or any services rendered in connection therewith or in connection with employment practices (unless, in either case, the AGENT is finally adjudicated to have personally and not in a representative capacity violated such constitutional provision, statute, ordinance, law, or regulation), but nothing herein contained shall require the AGENT to employ counsel to represent the BOARD in any such proceeding or suit. The provision shall survive the termination of this agreement. 10.3 The Association shall indemnify, defend, and save the AGENT harmless from all claims, investigations, and suits with respect to any alleged or actual violation of state or federal labor laws unless caused by Agent. The BOARD'S obligation under this paragraph 10.3 shall include the payment of all settlements, judgments, damages, liquidated damages, penalties, forfeitures, back payment of all settlements and awards, court costs, litigation expense, and attorney's fees. Tlis provision shall survive the termination of this agreement. 11. The agreement and all obligations hereunder shaA terminate on the date specified in Paragraph I of this agreement with or without cause with a minirnum of 60 days prior written notice to the other party. The ageement and all obligations hereunder shall teminate on the date specified in such notice or 60 days following the mailing or delivery of the notice whichever is later. 12. Any notice required, or permitted to be served Itereunder may be served by registered or certified mail, return receipt requested, or in person as follows: If to the AGENT: 1lfdlantic Property Managemeut 315 RaritanAvenue FTighland Park, NJ 08904 If to the BOARD: Fulton Square Condominium Association Board of Trustees I260 Stelton Square Piscataway, NJ 08834 Eittw party may eharige the addrESS for notice by nwce to the otber party. Notice served by mail shall be deemed to ltave been s®rved when deposited in the U. S. m ail. 13_ This agreenent shaIl be binding upon and 'mure to the berie8t of the successors and assigns of the AGENT and the heirs, adminisnrators, successors, and assigns and its interest the Board. Notw►thstanding the preceding seutence, the AGENT shatl not assign under tbis agreement except in coonection with the sale of a!l or substantially all the assets of its business; and advance wfitten notice of the assignment arid sale is provided to the Association. "W'^tkin 15 days following a permitted assignment, the AGENT sha11 provide evidence of same to the Association. IN VIiZTIE.SS tiVFIBFtEOb; the parties hemo have affixed or caased to be aff.ixed their respentive sig^ this lst day of Navenber , 2006. A'i'TBST: FULTON SQUARE k1K ASSOCIATION , _.. ^ By' By: Nans : Sh yl Wein rten Name: gack Morris Vice-President / President ATTEST: MIDLANTIC PROPERTY 1vIANAGENIENT, INC., AGENT By: By: Name: Name: Secretary Tdl.e: THIS AGREEMENT, MADE AND ENTERED INTO THIS 1 sT day of by and between CONDOIVIINIUM ASSOCIATION, INC., (the "Association"), and MIDLANTIC PROPERTY MANAGEMENT , INC., (the "AGENT'). WITNESSETH: Whereas, the Association has been established in accordance with the terms and conditions of the New Jersey Nonprofit Corporation Act (N.J.S. 15A:1-1 et sec.) and is responsible for the maintenance, administration and operation of the community common property which is a part of the community known as Condominium Association, consisting of units, located in the Township of County, New Jersey; Whereas, the Association has the power and responsibility vested in it in accordance with the terms and conditions of the Master Declaration of Covenants, Easements, and Restrictions for Certificate of h ►corporation of Condominium Association, Inc., the New Jersey Planned Real Estate Development Full Disclosure Act, and any other applicable laws; The Association on behalf of its members desires to employ the AGENT to manage the community conunon property and the Association and the AGENT desires to be employed to manage the connnunity common property and the Association; NOW THEREFORE, IT IS HEREBY AGREED AS FOLLOWS: 1. The Association employs the AGENT exclusively to manage the community conunon property for one-year period beginning and ending This agreement shall be renewable for one year periods thereafter unless on or before sixty (60) days prior to the expiration of any such renewal period either party shall notify the other in writing that it elects to terminate this agreement, in which case this agreement shall be terminated at the end of that period. 2. The AGENT shall manage the community common property and the Association to the extent, for the period, and upon the terms of this agreement. The AGENT shall perform the following services in the name of and on behalf of the Association and the Association hereby gives the AGENT the authority and powers required to perform these services . 2.1. The AGENT shall collect receipt for all annual, monthly, or other assessments and other charges due to the Association for operation of the community common property and all rental or other payments from concessionaires, if any, provided that the AGENT shall have no responsibility for collection of delinquent assessments or other charges except sending notices of delinquency. 2.2. The AGENT shall maintain records showing all its receipts and expenditures relating to the Association and shall promptly submit to the Association Board of Trustees (the Board) a cash receipts and disbursements statement for the preceding month, and a statement indicating the balance of deficit in the AGENT'S account for the Association on or before the fifteenth day of the following month. 2.3. The AGENT shall prepare and submit to the Board, on or about November 1 of each year a recommended budget for the next year showing anticipated receipt and expenditures for such year. 2.4. Within 90 days after the end of the each calendar year, the AGENT shall submit to the Board a summary of all receipts and expenditures relating to the Association for the preceding year, provided that the service shall not be construed to require the AGENT to supply an audit. Any audit or tax preparation required by the Board shall be prepared at the Board's expense by certified public accountants. 2.5. Subject to the direction of the Board and at the expense of the Association, the Agent shall cause the community common property at to be maintained according to appropriate standards of maintenance consistent with the character of community, including cleaning, painting, landscaping, decorating, maintenance, and repairs. 2.6. On the basis of the budget, job standards, wage rates, and selection previously approved by the Board, the AGENT shall hire, pay, negotiate collective bargaining agreements, if necessary, with, supervise, and discharge engineers, janitors, and other personnel required to maintain and operate the community common property properly. All such personnel shall be employees of the Association. All salaries, taxes, and other expenses payable on account of such employees shall be operating expenses of the Association. 2.7. The AGENT shall execute and file all returns and other instruments and do and perform all acts required of the Association as an employer under the Federal Insurance Contributions Act, the Federal Unemployment Tax Act, and Subtitle C of the hitemal Revenue Code of 1954, with respect to wages paid by the AGENT, on behalf of the Association and under any similar Federal, State, or municipal law. The BOARD shall, upon request, execute, and deliver promptly to the AGENT all necessary powers of attorney, notices of appointment, and the like. 2.8. Subject to the direction and prior approval of the Board, the AGENT shall negotiate and execute on behalf of the Association contracts for water, electricity, gas, telephone, and other such services for the community common property of the Association as may be necessary or advisable. The AGENT also shall purchase on behalf of the Association such equipment, tools, appliances, materials, and supplies, as are necessary for the proper operation and maintenance of the Association and the community common property. All such purchases and contracts shall be in the name and the expense of the Association. 2.9 The AGENT shall prepare a newsletter at the request of the Board, or its designee, if and when the Board provides to Agent sufficient material for publication. Any cost pertaining to printing, postage, photocopying, collating, and envelope stuffing of the newsletter shall be at the sole cost of the Association. 2.10. The Association shall reimburse Agent for all costs pertaining to taxing, postage, and photocopying at the following rate: Faxing-$1 per page; postage at cost; photocopying 10 cents per page. Additionally, any paper or office supplies required by the AGENT for the proper operation of the Association shall be paid by the Association such costs shall be itemized by category for the Association. 2.11. The AGENT shall pay from the funds of the Association all taxes, building and elevator inspection fees, water rates, and other govertnnental charges, or obligations incurred by the Association with respect to the maintenance or operation of the Association and the community common property or incurred by the AGENT on behalf of the Association pursuant to the terms of this agreement or pursuant to other authority granted by the Association. 2.12. The AGENT shall maintain appropriate records of all insurance coverage carried by the Association. The AGENT shall cooperate with the Board in investigating and reporting all accidents or claims for damage relating to the ownership, operation, and maintenance of the conununity common property of the Association including any damage or destruction to it. 2.13. The Board reserves the right at all times to place all insurance with respect to the property and its operation. 3. In discharging its responsibilities under paragraph 2 of this agreement, and unless otherwise provided, the AGENT shall not make any expenditures nor incur any non recurring contractual obligation exceeding $500 without the prior consent of the Board, provided that no such consent shall be required to, repay any advances made by the AGENT under the terms of paragraph 5. Notwithstanding these limitations, the AGENT may, on behalf of the Association without prior consent, expend any amount or incur a contractual obligation in any amount required to deal with emergency conditions which may involve a damage or life or property or may threaten the safety of the community conunon property or its members/owners and occupants or may threaten the suspension of any necessary service to the Community. 4. Notwithstanding any other provisions of this agreement, the AGENT has no authority or responsibility for maintenance or repairs to individual dwellings in the Conununity. Such maintenance and repairs shall be at the sole responsibility of the members/owners individually. Each individual dwelling unit owner may contract with the AGENT on an individual basis for the provision of certain maintenance and other related services which will be paid for in accordance with the agreement between the AGENT and the individual unit owner. This shall not be considered to be a conflict of interest or otherwise obligated the AGENT to take an action exempt as it may agree to with an individual dwelfing owner. 5. The AGENT shall establish a lockbox for the Association. (Third party costs related to lockbox charges, if any, and coupons shall be bome by the Association). 5.1. All moneys collected by the AGENT on behalf of the Association shall be deposited in an account established in the name of the Association with the signature being the members of the Board, a state or national bank where deposits are insured by the Federal Deposit Insurance Corporation separate and apart from AGENT'S own funds. 5.2. All expenses of operation and management may be paid from the Association's funds held by the AGENT. The Agent shall have no obligation to advance funds to the Association for any purpose whatsoever. 5.3. All Agent's employees who handle or are responsible for the safekeeping of any moneys of the Association, shall be covered by a fidelity bond protecting the Association in an amount equal to or greater than that required by law. 5.4. The AGENT shal] respond to requests from agents for potential buyers and from banks and mortgage institutions for such infonnation, as they may deem necessary to process a sale and/or a mortgage application. The AGENT shall be entitled to charge a fee to the originator of such requests. 5.5. Historical records of the Association will be stored by the Association. Should the Association desire to use the Agent's storage facility for these records, this can be done at a cost of $200 per year. 6. The Board shall pay the AGENT a management fee equal to $ per unit per month with a minimum of $ per month. The management fee shall be paid monthly in advance. The Board does hereby authorize the AGENT for the Association's account and on its behalf to perform any act or do anything necessary or desirable in order to carry out AGENT'S agreement contained herein, and everything done by AGENT under provisions hereof shall be done as AGENT of the Association, and all obligations or expenses incurred hereunder (for which AGENT is not compensated as provided herein) shall be at the expense of the Association provided such expenses are authorized in advanced by the Board except in case of emergency. Except as otherwise set forth in Paragraph 2 hereof, any clerical or administrative services performed for the Board of Association such as the preparation and circulation of notices, copying, mailing, of newsletters and general correspondence shall be at the expense of the Association, at a cost of $15.00 per secretarial hour, plus postage. Charges for extraordinary services not specifically provided for in this agreement such as, but not limited to, additional secretarial services, court appearances, research for lawsuits, coordination of significant insurance losses, etc., will be billed as follows with the Board's prior approval: $75.00 per principal hour, $50.00 per consulting hour, $15.00 per secretarial hour. 7. One of the AGENT'S employees shall be designated site manager for Condominium Association. The site manager or other representatives of the AGENT shall attend meeting(s) of the Board and the annual meeting of the members/owners. The site manager or other representative of the AGENT shall, upon not less than 72 hours notice, attend additional meetings of the Board or the OWNERS as requested, provided that the Board shall pay the AGENT $50.00 per hour for the site manager's or other representative's attendance at each such additional meeting. The site manager shall be custodian of the official records of the Association and shall not be required to record the minutes of the meeting. 8. The Board shall designate a single individual and professional consultants, as necessary, which shall be authorized to deal with the AGENT on any matter directed not to accept directions or instructions with regard, to the management of the community common property/Association from anyone else. In the absence of any other designation of the Board, the president of the Board shall have this authority. 9. The AGENT shall have no authority to make structural changes in the community common property or to make any other major alterations or additions in or to any building or equipment therein, except such emergency repairs as may be required because of danger to life or property or which are immediately necessary for the preservation and safety of the community common property or the safety of the members/owners and occupants or are required to avoid the suspension of any necessary service to the community common property. 9.1. The AGENT has no responsibility for the compliance of the community common property/Association or any of its equipment with the requirements of any ordinances, laws, rules, or regulations (including those relating to the disposalof solid, liquid, and gaseous wastes) of the City, County, State or Federal Govemment, or any public authority or offcial thereof having jurisdiction over it, except to notifg. the Board promptly of, or forward to the Board promptly, any complaints, warnings, notices, or summonses received by it relating to such matters. The OWNERS represent that to the best of their knowledge the Condominium complies with all such requirement, and authorize the AGENT to disclose the ownership of the Condominium to any such officials, and agree to indemnify and hold harmless the AGENT, its representatives, servants, and employees, of any from all loss, cost, expense and liability whatsoever which may be imposed on them or any of them by reason of any present or future violation or alleged violations of such laws, ordinances, rules or regulations. 10. Except for any loss incurred by the Association which is caused by the AGENT'S gross negligence, the Association shall indemnify and hold the AGENT harmless, from and against all present and future claims, demands, orders, directives, actions, suits, causes of action cross claims, third party actions, arbitrations or mediations demands, or statutory or regulatory obligations, whether at law or in equity, whether sounding in tort, contract, equity, nuisance, trespass, negligence, strict liability, or any other statutory, regulatory, administrative, or common law cause of action asserted by an person or entity claiming entitlement to offset, contribution, indemnity, payment, benefits, credit or coverage from in respect of liability or coverage from in respect of liability or potential liability to or of the Association or the performance of the AGENT under this Agreement, and ffrom all costs or expenses, including Agent's insurance deductible and reasonable attorney's fees, incurred by the AGENT from and after the date when this Agreement is executed, in defending against any such claims, cross- claims, actions or liability. AGENT shall promptly notify the Association of any claim, cross-claim or action upon which a claim hereunder is or may be based, and shall cooperate fully with the Association in connection with the Association's defense of such claim, cross-claim or action. This provision shall survive the termination of this agreement. If available at no extra cost to it, the Association shall carry contractual liability insurance that specifically covers the hold harmless and indenurity provisions contained in this Paragraph 10, as well as employer's liability insurance and will include the AGENT as an additional insured in the liability policy and will deliver a copy of such liability policy to the AGENT or a certificate of insurance. 10.1. The Association shall indemnify, defend, and save the AGENT harmless from all suits in connection with the Condominium and from liability for damage to property and injuries to or death of any employees or other person whosoever, and carry at its own expense public liability, boiler, and elevator liability if elevators are part of the equipment of a Master Association and workers' compensation insurance, if available, naming the BOARD and the AGENT and adequate to protect, their interests and in form, substance, and amounts reasonably satisfactory to the AGENT, and fumish to the AGENT certificates evidencing the existence of such insurance. Unless the BOARD shall provide such insurance and furnish such certificates within thirty (30) days from the date of this agreement, the AGENT may, but shall not be obligated to, place said insurance and charge the cost thereof to the account of the BOARD. This provision shall survive the termination of this agreement. 10.2. The Association shall pay all expenses incurred by the AGENT including, without limitation, attorney's fees for counsel employed to represent the AGENT or the BOARD in any proceeding or suit involving an alleged violation by the AGENT or the BOARD, or both, of any constitutional provision, statute, ordinance, law, or regulation of any governmental body pertaining to environmental protection, fair housing, or fair employment including, without limitation, those prohibiting or making illegal disc+*nination on the basis of race, creed, color, religion, or national origin in the same, rental or other disposition of housing or any services rendered in connection therewith or in connection with employment practices (unless, in either case, the AGENT is finally adjudicated to have personally and not in a representative capacity violated such constitutional provision, statue, ordinance, law, or regulation), but nothing herein contained shall require the AGENT to employ counsel to represent the BOARD in any such proceeding or suit. The provision shall survive the termination of this agreement. 10.3. The Association shall indemnify, defend, and save the AGENT harmless from all claims investigations, and suits with respect to any alleged or actual violation of state or federal labor laws. The BOARD'S obligation under this paragraph 10.3 shall include the payment of all settlements, judgments, damages, liquidated damages, penalties, forfeitures, back payments of all settlements and awards, court costs, litigation expense, and attorney's fees. This provision shall survive the termination of this agreement. 11. This agreement may be canceled by the Board or the AGENT before the termination date specified in paragraph 1 with or without cause with a minimum of 90 days prior written notice to the other party. The agreement and all obligations hereunder shall terminate on the date specified in such notice or 90 days following the mailing or delivery of the notice, whichever is later. In the event it is alleged or charged that the Condominium or any equipment therein or any act or failure to act by the BOARD with respect to the Condominium or the sale, rental or other disposition thereof or the hiring of employees, to manage it fails to comply with , or is in violation of any of the requirements of any constitutional provision, statute, ordinance, law or regulations of any governmental body or any order or ruling of any public authority official thereof having or claiming to have jurisdiction thereover, and the AGENT in it sole and absolute discretion considers that the action or position of the BOARD with respect thereto may result in damage or liability to the AGENT, the AGENT shall have the right to cancel the agreement at any time by written notice to the Board of its election to do so, which cancellation should be effective upon the service of such notice. Such cancellation shall not release the indemnities of the BOARD set forth in paragraph 9 above and shall not terminate any liability or obligation of the BOARD to the AGENT for any payment, reimbursement, or other sum of money then due and payable to the AGENT hereunder. 12. Any notice required, or permitted to be served hereunder may be served by registered or certified mail, return receipt requested, or in person as follows: . If to the AGENT: Midlantic Property Management 315 Raritan Avenue Highland Park, NJ 08904 If to the BOARD: Condominium Association Board of Trustees Either party may change the address for notice by notice to the other party. Notice served by mail shall be deemed to have been served when deposited in the U.S. mail. 13. This agreement shall be binding upon and insure to the benefit of the successors and assigns of the AGENT and the heirs, administrators, successors, and assigns and the Board. Notwithstanding the preceding sentence, the AGENT shall not assign its interest under this agreement except in connection with the sale of all or substantially all the assets of its business; and advance written notice of the assignment and sale is provided to the Association. Within 15 days following a permitted assignment, the AGENT shall provide evidence of same to the Association. IN WITNESS WHEREOF, the parties hereto have affixed or caused to be affixed their respective signatures this day of , 2004. ATTEST: CONDOIvIII31UM ASSOCIATION, INC. By: By: _ Name: Name: Secretary: President ATTEST: MIDLANTIC PROPERTY MANAGEMENT, INC., AGENT By: By: _ Name: Name: Secretary: Title: EXHIBIT 4A Subscription and Purchase Agreement for Town Home and Market Garden Home RESCISSION PERIOD NOTICE TO THE PURCHASER: YOU HAVE THE RIGHT TO CANCEL THIS CONTRACT OR AGREEMENT BY SENDING OR DELIVERING WRITTEN NOTICE OF CANCELLATION TO THE DEVELOPER BY MIDNIGHT OF THE SEVENTH CALENDAR DAY FOLLOWING THE DAY ON WHICH IT IS EXECUTED. SUCH CANCELLATION IS WITHOUT PENALTY AND ALL MONIES PAID BY YOU SHALL BE PROMPTLY REFUNDED IN THEIR ENTIRETY. NOTICE TO THE PURCHASER AND SELLER: WITHIN THE FIRST THREE BUSINESS DAYS OF THIS SEVEN DAY PERIOD, YOU MAY CHOOSE TO CONSULT AN ATTORNEY WHO CAN REVIEW AND CANCEL THE CONTRACT. SEE SECTION 36 ON ATTORNEY REVIEW FOR DETAILS. Street Address: Unit No.: Block: 296.01 Lot: 1.01 Model Type: Anticipated Closing Date: _ Mortgage Requested: Purchase Price: Percentage Interest in Common Elements: Date: FULTON SQUARE CONDOMINIUM SUBSCRIPTION AND PURCHASE AGREEMENT TABLE OF CONTENTS PARAGRAPH HEADING PAGE NAMES AND ADDRESSES OF PARTIES ...... 2 2. SUMMARY OF FINANCIAL TERMS ...... 2 3. DESCRIPTION OF PROPERTY ...... 3 4. AGREEMENT TO PURCHASE ...... 3 5A. PAYMENT OF PURCHASE PRICE ...... 3 5B. BUYER'S MORTGAGE LOAN ...... 4 5C. INCREASE IN COSTS AND PURCHASE PRICE ...... 4 6. ESCROW OR BONDING OF DOWN PAYMENTS ...... 4 7. CONDITION OF TITLE TO THE PROPERTY ...... 5 8. TIME AND PLACE OF CLOSING OF TITLE ...... 6 9. PAYMENTS DUE AT CLOSING ...... 7 10. SELLER'S INABILITY TO DELIVER THE DEED ...... : .7 11. RENTAL BY SELLER; OCCUPANCY; INSPECTION; CERTIFICATE OF OCCUPANCY ...... 7 12. SELLER'S RIGHT TO ENTER PROPERTY AFTER CLOSING TO COMPLETE DEVELOPMENT ...... 8 13. STANDARD CHOICES; SUBSTITUTION OF MATERIALS ...... 8 14. USE AND CONTROL OF COMMON ELEMENTS ...... 8 15. SELLER'S WARRANTY ...... 9 15A. ARBITRATION ...... 9 16. INSULATION ...... 9 17. LANDSCAPING AND TREES ...... 9 18. CONDOMINIUM DOCUMENTS ...... 10 19. CHANGES TO CONDOMINIUM DOCUMENTS - PO W E R OF ATTO RNEY ...... 10 20. CASUALTY DAMAGE ...... 11 21. CONDEMNATION OF THE PROPERTY ...... I 1 22. ASSESSMENTS FOR MUNICIPAL IMPROVEMENTS ...... 11 23. ALTERATIONS TO THE UNIT ...... :...... 11 24. BREACH OF A PROMISE BY THE BUYER ...... 12 25. EXCLUSIONS ...... 12 26. RECORDING OF AGREEMENT PROHIBITED ...... 12 500775.02 27. BROKER ...... 12 28. ASSIGNMENT ...... 12 29. CHANGES TO AGREEMENT ...... 12 30. NOT'ICES ...... 13 31. ENTIRE AGREEMENT ...... 13 32. PARTIAL INVALIDITY ...... 13 33. CAPTION S ...... 13 34. BINDING EFFECT OF AGREEMENT ...... 13 35. MULTIPLE BUYERS ...... 13 36. ATTORNEY RE V IE W ...... 13 37. MEGAN'S LAW STATEMENT ...... 13 38. PUBLIC OFFERING STATEMENT ...... 13 1. NAMES AND ADDRESSES OF PARTIES: A. SELLER: FULTON SQUARE URBAN RENEWAL, LLC, a New Jersey limited liability company B. ADDRESS: 1260 Stelton Road Piscataway, New Jersey 08854 C. TELEPHONE: (732) 985-1900 D. BUYER(S): CO-BUYER: E. HOME ADDRESS: F. TELEPHONE: (Zip Code) G. BUSINESS ADDRESS: H. TELEPHONE: (Zip Code) SOCIAL SECURITY OR FEDERAL I.D. 2. SUMMARY OF FINANCIAL TERMS: A. PURCHASE PRICE: The base purchase price shall be the sum of Dollars (S ), increased as follows: B. EXTRAS PAID OR PAYABLE AS FOLLOWS: 1. 2. 3. TOTAL PURCHASE PRICE -2- 500775.02 C. Deposit previously received: $ D. Upon execution of this Agreement, receipt of which is hereby acknowledged: $ E. Additional Deposit Due: $ F. Proceeds of a Mortgage loan (see Paragraph 5B): $ G. Balance due at closing (subject to closing adjustments as referred to in Paragraph 9 of this Agreement): $ H. TOTAL PURCHASE PRICE: $ Options or extras offered by the Seller and desired by the Buyer that are not included in the Total Purchase Price are described on a Rider attached to this Subscription and Purchase Agreement (the "Agreement"), if any. Unless otherwise provided on the Rider, the cost of any such option or extra (i) is due when ordered by the Buyer, (ii) is in addition to the Total Purchase Price described above, and (iii) is non-refundable. 3. DESCRIPTION OF PROPERTY: The property to be sold under this Agreement is described above. Throughout this Agreement, the property to be sold is referred to as the "Unit." The Unit is located in FULTON SQUARE CONDOMINIUM, City of New Brunswick, Middlesex County, New Jersey, which is referred to in this Agreement as the "Condominium." The approximate location and size of the Unit may be found at Exhibits "B" and "C" of the Master Deed, which is reproduced in the Public Offering Statement for the Condominium. 4. AGREEMENT TO PURCHASE: The Seller agrees to sell and the Buyer agrees to purchase the Unit. This written Agreement will govem the rights and obligations of the Seller and the Buyer. Any time another document is referred to in this Agreement, it will be as though that document was fully incorporated as part of this Agreement. The Buyer also agrees to become a member of Fulton Square Condominium Association, Inc., which is referred to in this Agreement as the "Association." The Buyer will be a member of the Association for as long as the Buyer owns the Unit and wil] abide by the Association's By-Laws and Rules and Regulations. The Unit and the Buyer's membership in the Association are subject to the terms of the Master Deed (the "Master Deed") recorded or to be recorded in the Office of the Middlesex County Clerk, the Association's Certificate of Incorporation, By-Laws and Rules and Regulations (collectively, the "Condominium Documents"). The Condominium Documents set forth the rights and obligations of the Buyer, the Association and other Unit Owners when the Buyer owns the Unit. Any amendments to the Condominium Documents which are now or hereader lawfully made will also be binding on the Buyer. Copies of the Condominium Documents are reproduced in the Public Offering Statement. 5A. PAYMENT OF PURCHASE PRICE: The Buyer will pay the Total Purchase Price of the Unit, as set forth in Paragraph 2H above, in the manner provided in Paragraphs 2A, 2B, 2C, 2D, 2E, 2F and 2G above. Unless otherwise provided on a Rider attached to this Agreement, the price of any option or extra is due when ordered by the Buyer and is in addition to the Total Purchase Price. -3- 5noris.o2 The Buyer has delivered a certified check for the deposit monies (2C, 2D and 2E above) and shall deliver a certified check for the price of any options or extras that must be paid for when ordered. These checks are accepted by the Seller subject to collection. If the checks are not paid by the bank, this Agreement may be cancelled by the Seller, and Paragraph 24 of this Agreement will control. If Paragraph 2F above indicates the Buyer intends to fmance a portion of the Total Purchase Price, the Buyer will try to obtain a mortgage loan from an institutional lender by making application fbr such a loan. If a mortgage loan is sought, Paragraph 5B of this Agreement will apply. If no mortgage loan is sought, Paragraph 5B of this Agreement will not apply. THE BUYER WILL PAY THE BALANCE DUE AT CLOSING (2G ABOVE) AND THE PRICE OF ANY OPTIONS OR EXTRAS DUE AT CLOSING BY CASH OR CERTIFIED FUNDS. "CERTIFIED FUNDS" MEANS A CHECK OF THE BUYER WHICH HAS BEEN CERTIFIED BY THE BUYER'S DOMESTIC BANK AND MAY NOT BE STOPPED. IT ALSO MEANS A CASHIER'S, TREASURER'S OR OFFICIAL DOMESTIC BANK CHECK WHICH THE BANK HAS DRAWN ON ITSELF. IT DOES NOT MEAN AN ATTORNEY'S TRUST ACCOUNT CHECK OR A CHECK DRAWN BY A BANK ON AN ACCOUNT WHICH IT MAINTAINS WITH ANOTHER BANK. 5B. BUYER'S MORTGAGE LOAN: Buyer can obtain a mortgage loan from the Lender of his choice or through the Lender designated by the Seller. If a dollar amount is inserted in Paragraph 2F of this Agreement, it shall be deemed that the Buyer desires to obtain a mortgage loan throqgh the Lender designated by the Seller to pay part of the price for the Unit. The mortgage loan sought by the Buyer will be for the amount set forth in Paragraph 2F above at a prevailing rate of interest. Buyer's obligation to close title is contingent upon the approval and issuance of a commitment for such mortgage loan as indicated below. If no mortgage loan is sought through the Seller, this Paragraph 5B shall not apply and there shall be no mortgage contingency and this purchase shall be considered a cash sale. The Buyer hereby appoints the Lender selected by Seller (the "Lender") to arrange for and process a conventional mortgage loan in the amount set forth in Paragraph 2F above, at the prevailing interest rate and a term not to exceed thirty (30) years. The Buyer agrees to pay the Lender a mortgage processing fee upon the signing of the mortgage application (which fee will be non-refundable after the expiration of fourteen (14) days after receipt of notice from Seller to do so). The mortgage processing fee shall belong to the Lender and shall include the appraisal fee, credit report fee and application fee. Any other customary fees and points of the Lender shall be paid by Buyer when requested by the Lender. The Buyer further agrees to sign an application for a mortgage loan and to furnish complete information regarding his finances and employment to the Lender within fourteen (14) calendar days from the execution of this Agreement. The Buyer understands that the Buyer must satisfy the Lender's criteria as to creditworthiness in order to qualify for the mortgage loan. If the Lender requests further information, the Buyer agrees to furnish irpromptly. If the Lender issues a commitment to make the mortgage loan, the Buyer will promptly sign all documents and take such action as may be reasonably required by the Lender, including payment of fees and charges of the'Lender. The Buyer agrees to accept the commitment for a mortgage loan. In the event the Buyer's mortgage approval is made conditional and/or contingent upon further requirements by the Lender, the Buyer expressly agrees that, for the purpose of this Agreement, all such requirements or contingencies, including, but not limited to, the receipt of proceeds from the sale of another Unit or other assets, shall be deemed to have been waived by the Buyer. Once a commitment has been issued, Buyer for all purposes shall be deemed to have satisfied the mortgage contingency in this Paragraph. Buyer's failure to close thereafter shall be deemed a default under this Agreement. The Buyer agrees to fulfill any conditions contained in such commitment. If the mortgage commitment must be extended, renewed or reissued to accommodate the timing of the closing, Buyer agrees to be responsible for any fees charged by the Lender for any such extension, renewal or reissuance. If, as a result of such extension, renewal or reissuance, the interest rate or other terms or conditions of the commitment change, the Buyer agrees to accept and/or fulfill any such new interest rate, term and/or conditions. The Buyer's failure to accept an issued commitment, failure to fulfill any conditions of a commitment, failure to arrenge for the extension, renewal or reissuance of the commitment, or failure to accept and/or fulfill the terms and conditions of any extended, renewed, or reissued commitment will be a default under this Agreement. -4- 500775.02 Once the Buyer has received a mortgage loan commitment, any subsequent change in the Buyer's credit or financial status shall be at the risk of the Buyer and the failure of the Lender to make such loan because of such subsequent change in the Buyer's credit or financial status shall not be deemed a failure to obtain a mortgage loan for the Buyer, but will be deemed a default by Buyer under this Agreement. If the Lender so requires, the Buyer shall purchase private mortgage guarantee insurance. The Buyer shall pay all costs of applications and premiums for such insurance, when due. In the event the Buyer does not receive approval of the original mortgage loan application, Buyer agrees that if he qualifies for any other mortgage plan for the same loan amount and terms obtained by the Seller for Buyer, Seller will notify Buyer in writing and Buyer will accept same. In the event that Buyer does not qualify for any such mortgage loan offered by Seller, this Agreement shall be deemed null and void and Seller shall refund to Buyer Ihe deposit, without interest and excluding any fees previously paid by Buyer for the original mortgage application. Only a denial of a mortgage commitment issued directly by the Lender shall be a determination that this Agreement is null and void. If a written preliminary loan approval has not been issued within sixty (60) days from the date of this Agreement, the Seller, at its option, shall refund the Buyer's deposit within ten (10) business days after the expiration of the sixty (60) day period, without interest, and this Agreement shall be null and void. The Seller shall also have the option of providing its own financing to the Buyer in accordance with the conditions stated in this Paragraph upon giving Buyer written notice of its exercise of such option within said ten (10) day period. The Seller cannot guarantee a mortgage to the Buyer. The Seller does not represent, warrant or guarantee that the Buyer will qualify for a mortgage loan in the amount requested or any other amount. In addition, the Seller does not represent, warrant or guarantee that any mortgage commitment obtained by the Buyer will be extended beyond any given expiration date to accommodate the timing of the completion of construction or the actual date of closing of title. 5C. INCREASE IN COSTS AND PURCHASE PRICE: The Buyer understands that the Total Purchase Price of the Unit has been calculated based upon current costs of labor, materials, taxes and interest rates as incurred by the Seller. The Buyer agrees that the Seller may increase the Total Purchase Price of the Unit if these costs increase after the date of this Agreement if the Seller takes the following steps. The Seller will give the Buyer written notice of the increase in the Total Purchase Price based upon the increase in costs at least sixty (60) days before the Anticipated Closing Date. If the Buyer does not wish to pay the increase, the Bpyer may elect to cancel this Agreement. In order to cancel this Agreement, the Buyer must provide the Seller with written notice. To be effective, the written notice of cancellation must be received by the Seller no more than ten ( 10) days after the Buyer received notice of the price increase. If a notice of cancellation is not received by the Seller during that ten (10) day period, the Buyer will have agreed to pay the increased Total Purchase Price specified in the notice of increase. The increased Total Purchase Price will be substituted for that specified in Paragraph 2B above. The amount of the increase will be added to the balance specified in Paragraph 2G which the Buyer must pay in cash or certified funds at closing of dtle. If the Buyer provides a proper notice of cancellation, the Seller will refund all deposit monies paid, within ten (10) business days, without interest. When the Buyer has received this refund, neither the Seller nor the Buyer will have any further obligation to one another under this Agreement. 6. ESCROW OR BONDING OF DOWN PAYMENTS: The Seller will cause to be held all deposit monies paid by the Buyer under this Agreement prior to closing in escrow. This means the Seller may not use or keep that money until closing of title or unless the Buyer breaks a promise made in this Agreement, as discussed in Paragraph 24. This money will be held in escrow in an account entitled "Stelton Title Agency, LLC Escrow Account" and maintained for that purpose at Stelton Title Agency, LLC, 83 Morris Street, New Brunswick, New Jersey 08901. Michael Huddleston, the Managing Member of the Escrow Agent, is responsible for this escrow account. The Seller may withdraw the deposit monies from escrow subsequent to the expiration of the seven (7) calendar days rescission period pursuant to the Down Payment Bond the Seller has posted with Amboy National Bank, which guarantees the return of the deposit monies. Any interest earned on the deposit monies in escrow will be paid to the party entitled to the deposit monies. Interest on the deposit monies will not be applied as a credit for the benefit of the Buyer toward other sums owed by the Buyer to the Seller under this Agreement. -5- 500775.02 RESCISSION PERIOD NOTICE TO THE PURCHASER: YOU HAVE THE RIGHT TO CANCEL THIS CONTRACT OR AGREEMENT BY SENDING OR DELIVERING WRITTEN NOTICE OF CANCELLATION TO THE DEVELOPER BY MIDNIGHT OF THE SEVENTH CALENDAR DAY FOLLOWING THE DAY ON WHICH IT IS EXECUTED. SUCH CANCELLATION IS WITHOUT PENALTY AND ALL MONIES PAID BY YOU SHALL BE PROMPTLY REFUNDED IN THEIR ENTIRETY. NOTICE TO THE PURCHASER AND SELLER: WITHIN THE FIRST THREE BUSINESS DAYS OF THIS SEVEN DAY PERIOD, YOU MAY CHOOSE TO CONSULT AN ATTORNEY WHO CAN REVIEW AND CANCEL THE CONTRACT. SEE SECTION 36 ON ATTORNEY REVIEW FOR DETAILS. Street Address: Unit No.: Block: 296.01 Lot: 1.01 Model Type: Anticipated Closing Date: Mortgage Requested: Purchase Price: Percentage Interest in Common Elements: Date: FULTON SQUARE CONDOMINIUM SUBSCRIPTION AND PURCHASE AGREEMENT TABLE OF CONTENTS PARAGRAPH HEADING PAGE 1. NAMES'AND ADDRESSES OF PARTIES ...... 2 2. SUMMARY OF FINANCIAL TERMS ...... 2 3. DESCRIPTION OF PROPERTY ...... 3 4. AGREEMENT TO PURCHASE ...... 3 5A. PAYMENT OF PURCHASE PRICE ...... 3 5B. BUYER'S MORTGAGE LOAN ...... 4 5C. INCREASE IN COSTS AND PURCHASE PRICE ...... 4 6. ESCROW OR BONDING OF DOWN PAYMENTS ...... 4 7. CONDITION OF TITLE TO THE PROPERTY ...... 5 8. TIME AND PLACE OF CLOSING OF TITLE ...... 6 9. PAYMENTS DUE AT CLOSING ...... 7 10. SELLER'S INABILITY TO DELIVER THE DEED ...... 7 11. RENTAL BY SELLER; OCCUPANCY; INSPECTION; CERTIFICATE OF OCCUPANCY ...... 7 12. SELLER'S RIGHT TO ENTER PROPERTY AFTER CLOSING TO COMPLETE DEVELOPMENT ...... 8 13. STANDARD CHOICES; SUBSTITUTION OF MATERIALS ...... 8 14. USE AND CONTROL OF COMMON ELEMENTS ...... 8 15. SELLER'S WARRANTY ...... 9 15A. ARBITRATION ...... 9 16. INSULATION ...... 9 17. LANDSCAPING AND TREES ...... 9 18. CONDOMINIUM DOCUMENTS ...... 10 19, CHANGES TO CONDOMINIUM DOCUMENTS - POWER OF ATTORNEY ...... 10 20. CASUALTY DAMAGE ...... 11 21. CONDEMNATION OF THE PROPERTY ...... 11 22. ASSESSMENTS FOR MUNICIPAL IMPROVEMENTS ...... 11 23. ALTERATIONS TO THE UNIT ...... 11 24. BREACH OF A PROMISE BY THE BUYER ...... 12 25. EXCLU SI ONS ...... 12 26. RECORDING OF AGREEMENT PROHIBITED ...... 12 500775.02 27. BROKER ...... 12 28. ASSIGNMENT ...... 12 29. CHANGES TO AGREEMENT ...... 12 30. NOTICES ...... 13 31. ENTIRE AGREEMENT ...... 13 32. PARTIAL INVALIDITY ...... 13 33. CAPTION S ...... 13 34. BINDING EFFECT OF AGREEMENT ...... 13 35. MULTIPLE BUYERS ...... 13 36. ATTORNEY REVIEW ...... 13 37. MEGAN'S LAW STATEMENT ...... 13 38. PUBLIC OFFERING STATEMENT ...... 13 1. NAMES AND ADDRESSES OF PARTIES: A. SELLER: FULTON SQUARE URBAN RENEWAL, LLC, a New Jersey limited liability company B. ADDRESS: 1260 Stelton Road Piscataway, New Jersey 08854 C. TELEPHONE: (732) 985-1900 D. BUYER(S): CO-BUYER: E. HOME ADDRESS: F. TELEPHONE: (Zip Code) G. BUSINESS ADDRESS: H. TELEPHONE: (Zip Code) 1. SOCIAL SECURITY OR FEDERAL I.D. 2. SUMMARY OF FINANCIAL TERMS: A. PURCHASE PRICE: Tbe base purchase price shall be the sum of _ Dollars ($ ), increased as follows: B. EXTRAS PAID OR PAYABLE AS FOLLOWS: TOTAL PURCHASE PRICE -2- 500775.02 The Buyer has delivered a certified check for the deposit monies (2C, 2D and 2E above) and shall deliver a certified check for the price of any options or extras that must be paid for when ordered. These checks are accepted by the Seller subject to collection. If the checks are not paid by the bank, this Agreement may be cancelled by the Seller, and Paragraph 24 of this Agreement will control. If Paragraph 2F above indicates the Buyer intends to finance a portion of the Total Purchase Price, the Buyer will try to obtain a mortgage loan from an institutional lender by making application for such a loan. If a mortgage loan is sought, Paragraph 5B of this Agreement will apply. If no mortgage loan is sought, Paragraph SB of this Agreement will not apply. THE BUYER WILL PAY THE BALANCE DUE AT CLOSING (2G ABOVE) AND THE PRICE OF ANY OPTIONS OR EXTRAS DUE AT CLOSING BY CASH OR CERTIFIED FUNDS. "CERTIFIED FUNDS" MEANS A CHECK OF THE BUYER WHICH HAS BEEN CERTIFIED BY THE BUYER'S DOMESTIC BANK AND MAY NOT BE STOPPED. IT ALSO MEANS A CASHIER'S, TREASURER'S OR OFFICIAL DOMESTIC BANK CHECK WHICH THE BANK HAS DRAWN ON ITSELF. IT DOES NOT MEAN AN ATTORNEY'S TRUST ACCOUNT CHECK OR A CHECK DRAWN BY A BANK ON AN ACCOUNT WHICH IT MAINTAINS WITH ANOTHER BANK. 5B. BUYER'S MORTGAGE LOAN: Buyer can obtain a moitgage loan from the Lender of his choice or through the Lender designated by the Seller. If a dollar amount is inserted in Paragraph 2F of this Agreement, it shall be deemed that the Buyer desires to obtain a mortgage loan through the Lender designated by the Seller to pay part of the price for the Unit. The mortgage loan sought by the Buyer will be for the amount set forth in Paragraph 2F above at a prevailing rate of interest. Buyer's obligation to close title is contingent upon the approval and issuance of a commitment for such mortgage loan as indicated below. If no mortgage loan is sought through the Seller, this Paragraph 5B shall not apply and there shall be no mortgage contingency and this purchase shall be considered a cash sale. The Buyer hereby appoints the Lender selected by Seller (the "Lender") to arrange for and process a conventional mortgage loan in the amount set forth in Paragraph 2F above, at the prevailing interest rate and a term not to exceed thirty (30) years. The Buyer agrees to pay the Lender a mortgage processing fee upon the signing of the mortgage applicatioo (which fee will be non-refundable after the expiration of fourteen (14) days after receipt of notice from Seller to do so). The mortgage processing fee shall belong to the Lender and shall include the appraisal fee, credit report fee and application fee. Any other customary fees and points of the Lender shall be paid by Buyer when requested by the Lender. The Buyer further agrees to sign an application for a mortgage loan and to furnish complete information regarding his finances and employment to the Lender within fourteen (14) calendar days from the execution of this Agreement. The Buyer understands that the Buyer must satisfy the Lender's criteria as to creditworthiness in order to qualify for the mortgage loan. If the Lender requests further information, the Buyer agrees to furnish it promptly. If the Lender issues a commitment to make the mortgage loan, the Buyer will promptly sign all documents and take such action as may be reasonably required by the Lender, including payment of fees and charges of the Lender. The Buyer agrees to accept the commitment for a mortgage loan. In the event the Buyer's mortgage approval is made conditional and/or contingent upon further requirements by the Lender, the Buyer expressly agrees that, for the purpose of this Agreement, all such requirements or contingencies, including, but not limited to, the receipt of proceeds from the sale of another Unit or other assets, shall be deemed to have been waived by the Buyer. Once a commitment has been issued, Buyer for all purposes shall be deemed to have satisfied the mortgage contingency in this Paragraph. Buyer's failure to close thereafter shall be deemed a default under this Agreement. The Buyer agrees to fulfill any conditions contained in such commitment. If the mortgage commitment must be extended, renewed or reissued to accommodate the timing of the closing, Buyer agrees to be responsible for any fees charged by the Lender for any such extension, renewal or reissuance. If, as a result of such extension, renewal or reissuance, the interest rate or other terms or conditions of the commitment change, the Buyer agrees to accept and/or fulfill any such new interest rate, term and/or conditions. The Buyer's failure to accept an issued commitment, failure to fulfill any conditions of a commitment, failure to arrange for the extension, renewal or reissuance of the commitment, or failure to accept and/or fulfill the terms and conditions of any extended, renewed, or reissued commitment will be a default under this Agreement. -4- 500775.02 C. Deposit previously received: $ D. Upon execution of this Agreement, receipt of which is hereby acknowledged: $ E. Additional Deposit Due: $ F. Proceeds of a Mortgage loan (see Paragraph 5B): $ G. Balance due at closing (subject to closing adjustments as referred to in Paragraph 9 of this Agreement): $ H. TOTAL PURCHASE PRICE: $ Options or extras offered by the Seller and desired by the Buyer that are not included in the Total Purchase Price are described on a Rider attached to this Subscription and Purchase Agreement (the "Agreement"), if any. Unless otherwise provided on the Rider, the cost of any such option or extra (i) is due when ordered by the Buyer, (ii) is in addition to the Total Purchase Price described above, and (iii) is non-refundable. 3. DESCRIPTION OF PROPERTY: The property to be sold.under this Agreement is described above. Throughout this Agreement, the property to be sold is referred to as the "Unit." The Unit is located in FULTON SQUARE CONDOMINIUM, City of New Brunswick, Middlesex County, New Jersey, which is referred to in this Agreement as the "Condominium." The approximate location and size of the Unit may be found at Exhibits "B" and "C" of the Master Deed, which is reproduced in the Public Offering Statement for the Condominium. 4. AGREEMENT TO PURCHASE: The Seller agrees to sell and the Buyer agrees to purchase the Unit. This written Agreement will govern the rights and obligations of the Seller and the Buyer. Any time another document is referred to in this Agreement, it will be as though that document was fully incorporated as part of this Agreement. The Buyer also agrees to become a member of Fulton Square Condominium Association, Inc., which is referred to in this Agreement as the "Association." The Buyer will be a member of the Association for as long as the Buyer owns the Unit and will abide by the Association's By-Laws and Rules and Regulations. The Unit and the Buyer's membership in the Association are subject to the terms of the Master Deed (the "Master Deed") recorded or to be recorded in the Office of the Middlesex County Clerk, the Association's Certificate of Incorporation, By-Laws and Rules and Regulations (collectively, the "Condominium Documents"). The Condominium Documents set forth the rights and obligations of the Buyer, the Association and other Unit Owners when the Buyer owns the Unit. Any amendments to the Condominium DocumeMs which are now or hereafter lawfully made will also be binding on the Buyer. Copies of the Condominium Documents are reproduced in the Public Offering Statement. 5A. PAYMENT OF PURCHASE PRICE: The Buyer will pay the Total Purchase Price of the Unit, as set forth in Paragraph 2H above, in the manner provided in Paragraphs 2A, 2B, 2C, 2D, 2E, 2F and 2G above. Unless otherwise provided on a Rider attached to this Agreement, the price of any option or extra is due when ordered by the Buyer and is in addition to the Total Purchase Price. -3- 5oorn5.o2 Once the Buyer has received a mortgage loan commitment, any subsequent change in the Buyer's credit or financial status shall be at the risk of the Buyer and the failure of the Lender to make such loan because of such subsequent change in the Buyer's credit or financial status shall not be deemed a failure to obtain a mortgage loan for the Buyer, but will be deemed a default by Buyer under this Agreement. If the Lender so requires, the Buyer shall purchase private mortgage guarantee insurance. The Buyer shall pay all costs of applications and premiums for such insurance, when due. In the event the Buyer does not receive approval of the original mortgage loan application, Buyer agrees that if he qualifies for any other mortgage plan for the same loan amount and terms obtained by the Seller for Buyer, Seller will notifq Buyer in writing and Buyer will accept same. In the event that Buyer does not quafify for any such mortgage loan offered by Seller, this Agreement shall be deemed null and void and Seller shall refund to Buyer the deposit, without interest and excluding any fees previously paid by Buyer for the original mortgage application. Only a denial of a mortgage commitment issued directly by the Lender shall be a determination that this Agreement is null and void. If a written preliminary loan approval has not been issued within sixty (60) days from the date of this Agreement, the Seller, at its option, shall refund the Buyer's deposit within ten (10) business days after the expiration of the sixty (60) day period, without interest, and this Agreement shall be null and void. The Seller shall also have the option of providing its own financing to the Buyer in accordance with the conditions stated in this Paragraph upon giving Buyer written notice of its exercise of such option within said ten (10) day period. The Seller cannot guarantee a mortgage to the Buyer. The Seller does not represent, warrant or guarantee that the Buyer will >qualify for a mortgage loan in the amount requested or any other amount. In addition, the Seller does not represent, warrant or guarantee that any mortgage commitment obtained by the Buyer will be extended beyond any given expiration date to accommodate the timing of the completion of construction or the actual date of closing of title. 5C. INCREASE IN COSTS AND PURCHASE PRICE: The Buyer understands that the Total Purchase Price of the Unit has been calculated based upon current costs of labor, materials, taxes and interest rates as incurred by the Seller. The Buyer agrees that the Seller may increase the Total Purchase Price of the Unit if these costs increase after the date of this Agreement if the Seller takes the following steps. The Seller will give the Buyer written notice of the increase in the Total Purchase Price based upon the increase in costs at least sixty (60) days before the Anticipated Closing Date. If the Buyer does not wish to pay the increase, the Buyer may elect to cancel this Agreement. In order to cancel this Agreement, the Buyer must provide the Seller with written notice. To be effective, the written notice of cancellation must be received by the Seller no more than ten (10) days after the Buyer received notice of the price increase. If a notice of cancellation is not received by the Seller during that ten (10) day period, the Buyer will have agreed to pay the increased Total Purchase Price specified in the notice of increase. The increased Total Purchase Price will be substituted for that specified in Paragraph 2B above. The amount of the increase will be added to the balance specified in Paragraph 2G which the Buyer must pay in cash or certified funds at closing of title. lf the Buyer provides a proper notice of cancellation, the Seller will refund all deposit monies paid, within ten (10) business days, without interest. When the Buyer has received this refund, neither the Seller nor the Buyer will have any further obligation to one another under this Agreement. 6. ESCROW OR BONDING OF DOWN PAYMENTS: The Seller will cause to be held all deposit monies paid by the Buyer under this Agreement prior to closing in escrow. This means the Seller may not use or keep that money until closing of title or unless the Buyer breaks a promise made in this Agreement, as discussed in Paragraph 24. This money will be held in escrow in an account entitled "Stelton Title Agency, LLC Escrow Account" and maintained for that purpose at Stelton Title Agency, LLC, 83 Morris Street, New Brunswick, New Jersey 08901. Michael Huddleston, the Managing Member of the Escrow Agent, is responsible for this escrow account. The Seller may withdraw the deposit monies from escrow subsequent to the expiration of the seven (7) calendar days rescission period pursuant to the Down Payment Bond the Seller has posted with Amboy National Bank, which guarantees the return of the deposit monies. Any interest earned on the deposit monies in escrow will be paid to the party entitled to the deposit monies. Interest on the deposit monies will not be applied as a credit for the benefit of the Buyer toward other sums owed by the Buyer to the Seller under this Agreement. -5- 500775.02 CONDITION OF TITLE TO THE PROPERTY: The Seller will transfer title to the Unit to the Buyer, insurable at regular rates, free and clear of all claims and rights of others, except the following: (a) Zoning regulations and other ordinances of the City of New Brunswick which now or hereafter affect the Unit or the Condominium, provided that they are not presently violated by the Condominium structures and improvements; (b) Any easements referred to in the Public Offering Statement for the Condominium, the Master Deed and any amendments to the Master Deed; (c) Any covenants, restrictions, reservations or agreements contained in or referred to in the Public Offering Statement for the Condominium, the Master Deed and any amendments to the Master Deed; (d) Any state of facts which an accurate survey or title search would reveal, so long as same do not render title to the Unit uninsurable at regular rates; (e) Any exception to affirmative insurance stated in the sample Unit Owner's title insurance policy contained in the Public Offering Statement for the Condominium; and (f) Possible additional taxes and assessments for the year of sale imposed by the municipality under N.J.S.A. 54:4-63.1 because of the construction of the improvements which constitute the Condominium. At the Closing, the Seller will deliver a form of Deed commonly known as a "Bargain and Sale Deed with Covenant Against Grantor's Acts." This fonn of Deed will transfer to the Buyer all of the Seller's rights as owner of the Unit. It will also contain the Seller's promise that the Seller has not done anything while the owner of the Unit to make title defective. However, the Seller makes no promises about the status or quality of title before the Seller owned the property on which the Condominium is located. Seller shall furnish an Affidavit of Title in the form set forth in the Public Offering Statement. Title shall be good and marketable such as will be insured at regular rates by a reputable title company free and clear of all liens and encumbrances, except the Unit shall be subject to: ordinances, statutes and regulations of any and all municipal or other governmental authority having jurisdiction, including any Affordable Housing ordinance, easements, grants, covenants or restrictions; the Master Deed; street dedications and public utility rights recorded or to be recorded; and such state of facts that an accurate survey may disclose, provided same do not prevent use of the Unit for one family dwelling purposes. The willing ness of First American Title Insurance Company, to insure title to the Unit shall constitute good and marketable title. If Seller is unable to deliver the status of title set forth n this Paragraph, Buyer's remedy wiR be in accordance with Paragraph 10 of this Agreement. As a condition of delivery of the Deed, the Buyer will be required to sign the deed at the closing in the presence of a notary public or attorney at law of the State of New Jersey. The Buyer's signature is necessary to evidence the Buyer's agreement to the matters contained in Paragraphs 18 and 19 of this Agreement. The Buyer acknowledges that the Seller has or may in the future borrow money to build the Condominium. The Buyer agrees that the Buyer's rights under this Agreement are subject and subordinate to the lien (legal claim) of any construction mortgage now or hereafter made by the Seller and any advance made under any such mortgage, without the necessity of the Buyer signing any further document. This means that the Seller may place a mortgage on the Unit or the Condominium in order to obtain a loan. The Seller will not have to obtain the Buyer's permission to the mortgage, even if it is made after the date of this Agreement. However, if the Seller requests, the Buyer will sign a separate legal document containing the Buyer's agreements in this Paragraph. The document will be prepared at the cost of the Seller and the Buyer may not request anything in return for signing it. The lender's rights under the mortgage, to the extent it has loaned money to the Seller, will be superior to the rights of the Buyer under this Agreement. This means that if the lender forecloses its mortgage, it may terminate the Buyer's rights under this Agreement. The Seller has no right to place a mortgage on the Unit after the Buyer owns the Unit. -6- 500775.02 (a) Delivery. At settlement, Seiler shall deliver the Unit and the appurtenances thereto substantially in accordance with the model units and the plans set forth in Exhibit C to the Master Deed, as same may be modified and amended from time to time, with all fixtures, appliances and equipment to be provided by Seller and installed as set forth herein. Buyer acknowledges that measurements shown on the plans set forth in Exhibit C to the Master Deed are approximate and actual dimensions, including square footage, may not be exactly as shown. Seller shall not be required to install or provide any fixtures or appliances not actually installed in the Unit at the time of inspection pursuant to Paragraph 11 or otherwise agreed in writing to be installed by Seller. Seller shall have the right to make minor changes in the dimensions of any portion of the Condominium and to substitute substantially equivalent materials for any of the same set forth in any sales or other documents and to make such modifications or substitutions as may be required by any governmental authorities asserting jurisdiction over the Condominium, or any construction lender or permanent lender, or as may be reasonably necessary. 8. TIME AND PLACE OF CLOSING OF TITLE: Closing of title to the Unit, when the Seller delivers the Deed to the Unit and the Buyer delivers the unpaid portion of the purchase price and all other sums required to be paid under this Agreement, is anticipated to occur at the Seller's office, 1260 Stelton Road, Piscataway, New Jersey, or such other location as the Seller may designate, on or about the date appearing at the top of page 1 of this Agreement entitled "Anticipated Closing Date." TITLE MAY CLOSE LATER THAN THE "ANTICIPATED CLOSING DATE". The Seller will notify the Buyer in writing or by telephone confirmed in writing of the exact date, time and place of closing at least fourteen (14) days before it occurs. The Seller may not schedule closing before the Anticipated Closing Date unless the Buyer consents. Upon receiving notice of the exact date, time and place of closing, the Buyer may not postpone the closing without the prior written consent of the Seller. FAILURE OF THE BUYER TO CLOSE 'I'ITLE AT THE SCHEDULED TIME AND PLACE, UNLESS THE SELLER CONSENTS IN WRITING TO A POSTPONE- MENT, WILL BE A BREACH OF THIS AGREEMENT MADE BY THE BUYER. Under Paragraph 24 of this Agreement, the Seller has the right to terminate this Agreement if Buyer fails to close title at the scheduled time and place. If Seller chooses not to terminate the Agreement, the Buyer shall pay a sum of One Hundred Dollars ($100.00) per day for each day closing is delayed by Buyer not to exceed ten (10%) percent of the purchase price. This sum is due and payable aLclosing and represents all carrying charges connected with the Unit such as taxes, insurance and heat. This per diem sum will be computed from the seventh (7th) calendar day following the scheduled closing date to the actual closing date. The Seller will be entitled to a reasonable adjournment of the closing date, as discussed in Paragraph 10 of this Agreement. The Buyer will be under no obligation to close title unless the Seller provides a Temporary or Permanent Certificate of Occupancy for the Unit issued by the City of New Brunswick at or before the time of closing. The Seller's receipt of Federal National Mortgage Agency project approval shall not be a condition of the closing of title, and Seller will not supply the Buyer with any documents pertaining to its Federal National Mortgage Agency project approval, if any. At closing, the Seller will be represented by Robert Smith, Esq., or another attorney designated by Seller, who will not represent the interests of the Buyer. It is suggested that the Buyer retain other legal counsel to better represent the Buyer's interests in connection with this Agreement and the acquisition of the Unit. The Buyer shall be responsible for the fees and charges of any attorney retained by the Buyer. 9. PAYMENTS DUE AT CLOSING: As a condition of the Seller's delivery of the Deed for the Unit, at the closing, the Buyer must pay the balance of the Total Purchase Price, and any payments due as a result of the Seller's consent to the Buyer's request for a postponement of the scheduled closing date, as contemplated by Paragraph 8 of this Agreement. Payment for any options and extras ordered by Buyer, if any, is due in full in cash when ordered. The Buyer and Seller will also apportion certain expenses arising out of ownership of the Unit. The Buyer and Seller will also have certain expenses connected with the closing which they each must pay. (A) Unpaid Balance of Purchase Price: At the closing, the Buyer will be required to pay the outstanding balance of the Total Purchase Price of the Unit. The outstanding balance is the difference between the Total Purchase Price of the Unit, plus the cost of extras requested by the Buyer, if any, and the total of the payments the Buyer has made to the Seller for the Unit prior to closing. -7- 500775.02 If the Buyer has obtained a mortgage loan in order to purchase the Unit, the Buyer may endorse the check representing the loan proceeds to the order of the Seller. The check from the lender must be "certified funds" as that term is defined in Paragraph 5A of this Agreement. At the closing, the Buyer must produce cash or certified funds representing the difference between the Total Purchase Price of the Unit and down payments previously made by the Buyer plus the proceeds of a mortgage loan, if any. This amount is estimated at Paragraph 2G above. However, the total amount which the Buyer must pay to the Seller at the closing must take into account the adjustments which are discussed in the next section of this Agreement. These adjustments will probably require the Buyer to pay an amount different from that estimate. (B) Adjustments Between Seller and Buyer: There are certain expenses associated with the ownership of the Unit which must be regularly paid by its owner. The Buyer will be responsible for these expenses commencing with the closing date as that is the date the Buyer becomes the owner of the Unit. The following expenses will be apportioned between the Seller and Buyer based upon their respective periods of ownership of the Unit: (1) Real estate taxes; (2) Municipal water and sewer charges (if not a common expense paid by the Association); (3) The Association's common expense assessment against the Unit; and (4) Such other items as are customarily adjusted at closing. Any expense item which has been prepaid by the Seller will be credited to the Seller on the closing statement for the portion of the payment attributable to the Buyer's period of ownership of the Unit. Any expense item for which payment is not yet due will be credited to the Buyer to the extent attributable to the Seller's period of ownership of the Unit. These adjustments will appear on the closing statement, credited to the appropriate party. The net result of the adjustments may be to increase or decrease the amount the Buyer must pay in certified funds at the closing from that estimated in Paragraph 2G above. (C) Buyer's Other Expenses: In addition to the Total Purchase Price payable to the Seller for the Unit and adjustments in favor of the Seller, the Buyer will be responsible to pay the following: (1) The fees ofthe•Buyer's attorney; (2) The cost of a survey certificate, if one is requested by the Buyer or required by Buyer's lender or title company; (3) All fees, charges, escrows and prepayments required by a mortgage lender as a condition of a mortgage loan, including points and private mortgage insurance; (4) Costs of title inspection and premiums for title insurance; (5) A non-refundable contribution to the Association in an amount equal to three (3) months Common Expense Assessment attributable to the Unit upon acquisition of title from the Seller, which fee may be used for working capital or any other lawful purpose; and (6) Costs of recording the Deed and Mortgage (if applicable). None of these expenses are due or paid to the Seller. The Buyer must pay these expenses directly, if applicable. Prior to closing, the Seller will notify the Buyer of the amount due to the Association for item (5). This amount will be due at closing and may be paid by the Buyer's personal check. CASUALTY INSURANCE MAINTAINED BY THE ASSOCIATION DOES NOT PROTECT THE BUYER'S PERSONAL PROPERTY, AND LIABILITY INSURANCE MAINTAINED BY THE ASSOCIATION DOES NOT INSURE AGAINST THE ACTS OR OMISSIONS OF THE BUYER. THE BUYER IS ADVISED TO CONSULT WITH AN INSURANCE BROKER AS TO THE TYPES AND LIMITS OF INSURANCE WHICH BEST SUIT THE NEEDS OF THE BUYER. The cost of insurance carried by the Buyer is the sole responsibility of the Buyer. -8- 5otp75.o2 In connection with item (4) above, Buyer may obtain from First American Title Insurance Company, or any other reputable title company licensed to do business in New Jersey, a title insurance policy for the Unit for the benefit of the Buyer and Lender. A sample title insurance policy to be delivered is contained in the Public Offering Statement. (D) Seller's Expenses: The Seller will pay the following expenses in connection with the closing: (1) The fee of the Seller's attorneys; (2) The cost of obtaining a Temporary or Permanent Certificate of Occupancy for the Unit from the City of New Brunswick; and (3) Realty transfer fees. The Seller will cause these expenses to be paid directly. 10. SELLER'S INABILITY TO DELIVER THE DEED: If the Seller is not able to deliver the Deed on the Anticipated Closing Date for reasons beyond its control, the Seller may postpone the closing for up to one hundred eighty (180) calendar days from the original date set for closing. To exercise this right, prior to the Anticipated Closing Date, the Seller must notify the Buyer in writing that the closing has been postponed. If, after this period has expired, the Seller is still unable to deliver a Deed for reasons beyond its control, the Buyer may terminate this Agreement by so notifying the Seller in writing. If this Agreement is so terminated by the Buyer, the Seller will return to the Buyer all deposit monies paid under this Agreement, without interest, within ten (10) business days. The Seller will also reimburse the Buyer for the .expenses of title searches or surveys which the Buyer has incurred, if the Buyer produces adequate proof that the Buyer has paid or been charged these expenses. When the Seller retums the deposit monies and makes any applicable reimbursement to the Buyer, neither the Buyer nor the Seller will have any further rights or obligations under this Agreement. The Buyer agrees that if this Agreement is postponed and/or terminated under this Paragraph, the Seller will not be responsible for any expenses which the Buyer might incur as a result of the delay or termination. Those expenses will include, but not be limited to, storage of the Buyer's furniture or other personal property and substituted housing or the cost of extending a mortgage commitment. (a) Force Maieure. If the Seller is delayed in performing any obligation under this Agreement for reasons beyond the control of the Seller, then the time for performance shall be extended for the period of such delay but not to exceed 180 days. Reasons beyond the control of the Seller shall include, without limitation, the impossibility of performance, acts of God, fire, earthquake, flood, explosion, condemnation or acts of governmental agencies asserting jurisdiction over the Condominium, and any other legally supportable justification under the laws of the State of New Jersey which would excuse the Seller from performance within the period allowed in this Agreement. 11. RENTAL BY SELLER; OCCUPANCY; INSPECTION; CERTIFICATE OF OCCUPANCY: Although the Seller intends to sell all Units owned by it in the ordinary course of business, the Seller reserves the riglit to lease any Unit owned by it at any time. The Seller agrees, however, that it will not enter into any lease for the Unit which is the subject of this Agreement prior to closing, except with the Buyer as tenank The Seller shall not be obligated to enter into a lease with the Buyer as tenant.\ The Buyer will not be entitled to possession of the Unit until closing of title. This means that the Buyer has no interest in the Unit, except those rights arising under this Agreement, and that the Buyer will not be permitted to enter, occupy, use or authorize the use of the Unit for any purpose until the Buyer is the owner of the Unit. The Buyer is not permitted to store any personal property within the Unit prior to closing. The Buyer understands that if the Buyer, or any other person at the request of the Buyer, enters the Unit without the written permission of the Seller, the Buyer will be responsible for any injuries suffered or losses sustained. -9- 500775.02 Provided the Buyer gives the Seller at least twenty-four (24) hours advance notice, the Buyer shall have the right to inspect the Unit, accompanied by a representative of the Seller, at any time during normal business hours within three (3) business days before the date of closing. The inspection will be conducted in accordance with preclosing inspection procedures established by the Seller. All incomplete work will be completed by Seller within a reasonable time period. It is specifically understood and agreed by and between the parties that regardless of incomplete work as of the date of closing, all funds will be released to Seller. Buyer agrees to sign a written request for the issuance of a Certificate of Occupancy if requested by Seller. 12. SELLER'S RIGHT TO ENTER PROPERTY AFTER CLOSING TO COMPLETE DEVELOPMENT: Seller reserves the right to enter into, upon, over or under the Property for a period of one (1) year after the date of the conveyance of the last Unit in the normal course of business, for such purposes as may be reasonably necessary to complete or repair the Property, or to take action on emergency matters, or to comply with governmental orders or requirements. This provision shall survive the closing. 13. STANDARD CHOICES; SUBSTITUTION OF MATERIALS: When the Seller offers a choice of standard items to be included in the Unit at no extra cost, such as colors, the Buyer must make the selection on the date this Agreement is executed. If the Buyer does not do so, the Seller will have the right to make the selection for the Buyer. The choice(s), as selected, may not be changed by the Buyer. The Buyer understands.that the Seller's ability to deliver materials, appliances, equipment or optional items of the kind, color, make or model which were displayed to or chosen by the Buyer depends upon availability from suppliers. If any standard or optional item to be sold as a part of or with the Unit becomes unavailable for reasons beyond the Seller's control, the Buyer authorizes the Seller as follows: (i) to substitute colors which the Seller feels are compatible with the color scheme of the Unit; (ii) to substitute materials, appliances, equipment or optional items of comparable or better quality; and (iii) to credit to Buyer any money paid toward any option that becomes unavailable. When possible, the Seller will consult with the Buyer before making any substitutions. However, if the Seller exercises this authority to make substitutions, the Buyer will be obligated to accept the substitution(s). 14. USE AND CONTROL OF COMMON ELEMENTS: The Common Elements of the Condominium will be managed, operated and maintained by the Association for the benefit of all owners of Units. The funds necessary to operate and repair the Common Elements (as well as other common expenses and the cost of services provided by the Association) are obtained by the Association through the Common Expense Assessments which are paid by owners of the Units. The Buyer understands that, as the owner of the Unit, the Buyer will be a nrember of the Association and will be obligated to pay the Common Expense Assessment charged to the Unit. When the Buyer is the owner of the Unit, the Buyer will be entitled to use the Common Elements for the purposes for which they are intended. This right is governed by and subject to the Association's By-Laws and Rules and Regulations. The Buyer should consult the Public Offering Statement for the Condominium for limitations and restrictions which are imposed or exist upon the use and availability of the Common Elemems. 15. SELLER'S WARRANTY: The Se11er agrees to give the Buyer certain warranties concerning the construction of the Unit for which the Seller is responsible and for the Common Elements, as follows: (1) The Seller warrants the construction of such Unit in accordance with the provisions of the New Jersey New Home Warranty and Builders' Registration Act, N.J.S.A. 46:3B-1 et M. The Seller will enroll the Unit in an approved warranty security plan at or promptly after closing. The Seller will pay all requisite fees and premiums for enrollment and coverage, provided that the Buyer will be responsible for any deductibles which are a part of the warranty security plan. -10- 500775.02 (2) The Seller warrants that any outbuildings, driveways, walkways, patios, retaining walls and fences installed by the Seller and constituting a part of the Unit will be free from substantial defects due to faulty materials or workmanship for a period of one year from the date of closing or the date of possession, whichever first occurs. (3) The Seller warrants that drainage of surface water runoff is proper and adequate with respect to those portions of the Common Elements improved by it. (4) The Seller warrants that all off site improvements installed by the Seller in constructing the Condominium will be free from defects due to faulty materials or workmanship for a period of one year from construction of the improvement(s). (5) The Seller warrants that the Unit is fit for its intended use. (6) The Seller warrants that the Common Elements and common facilities installed or constructed by the Seller will be free from substantial defects due to faulty materials or workmanship for a period of two years from completion of each improvement or facility. (7) The Seller warrants that the Common Elements and common facilities installed or constructed by the Seller are fit for their intended use, and that within the two year period in (6) above the Seller will correct any such defect within a reasonable time after notification of the defect. This warranty will constitute the sole obligation of the Seller to the Buyer and owners of Units with respect to the Common Elements and common facilities. (8) THE SELLER EXPRESSLY WARRANTS THAT SUCH UNIT OR THE COMMON ELEMENTS WILL SUBSTANTIALLY CONFORM TO THE SALES MODELS, DESCRIl'TIONS OR PLANS USED TO INDUCE BUYER TO ENTER INTO THIS AGREEMENT UNLESS OTHERWISE NOTED IN THIS AGREEMENT: DIORAMAS, SMALL-SCALE MODELS, AND ARTISTS SKETCHES AND DRAWINGS CANNOT ACCURATELY DEPICT ALL FEATURES OF THE FULLY CONSTRUCTED CONDOMINIUM OR A PARTICULAR UNIT. THE BUYER UNDERSTANDS THAT THE SELLER'S MODELS MAY CONTAIN OPTIONS AND EXTRAS THAT ARE NOT INCLUDED IN THE BASE PRICE OF THE UNIT. THE SELLER WILL CLEARLY DESIGNATE THESE EXTRAS AND OPTIONS IN THE MODELS. (9) At the closing, the Seller will assign to the Buyer any unexpired, assignable warranties issued by the manufacturers or suppliers of appliances, equipment or other personal property installed in or sold with the Unit. THE SELLER DOES NOT INDEPENDENTLY WARRANT ANY SUCH APPLIANCES, EQUIPMENT OR OTHER PERSONAL PROPERTY EXCEPT TO THE EXTENT REQUIRED UNDER SUBPARAGRAPH (1) OF THIS PARAGRAPH 15. THE SELLER EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OR WARRANTY ARISING BY VIRTUE OF LAW WITH RESPECT TO THE UNIT, ANYTHING CONTAINED IN THE UNIT AND THE COMMON ELEMENTS, OR WHICH WOULD OTHERWISE ARISE BY VIRTUE OF THE MAKING OF THIS AGREEMENT. THIS MEANS THAT THE ONLY WARRANTIES WHICH ARE GIVEN BY THE SELLER TO THE BUYER OR OTHER OWNER OF THE UNIT ARE THOSE LISTED ABOVE. By signing this Agreement, the Buyer acknowledges and agrees to the following statements: (a) That the Seller is not obligated to repair or replace any part of the Unit or other property which is the subject of this Agreement unless it is covered by one of the warranties listed above; (b) That the Seller has not made any promises or representations as to the condition of the Unit or other property which is the subject of this Agreement, except in this Paragraph 15 or in the Public Offering Statement; (c) That the Seller has not authorized anyone else to make any promise or representation as to the condition of the Unit or other property which is the subject of this Agreement, or to vary the provisions of this Paragraph 15; 500775.02 (d) That the furniture, decorations or upgraded appliances in the sales model(s) are for display purpose only and are not included in the sale of the Unit unless separately agreed to in this Agreement. The Seller also expressly disclaims liability for any consequential damages arising out of any breach of warranty. This means that the Seller will not be responsible if personal property is damaged because of a defect in any warranted item. By signing this Agreement, the Buyer agrees that the Seller will not be liable for consequential damages. 15A. ARBITRATION Buyer hereby agrees that any and all disputes arising out of this Agreement, except for those arising from the approved security plan ("Home Warranty") or the construction or condition of the Unit, shall be resolved by binding arbitration in accordance with the rules and procedures of the American Arbitration Association or its successor (or an equivalent organization selected by Seller). In addition, Buyer agrees that Buyer may not initiate any arbitration proceeding for any claim arising out of the Agreement or the Home Warranty or relating to the construction or condition of the Unit unless and until Buyer has first given Seller specific written notice (at 1260 Stelton Road, Piscataway, New Jersey 08854, Attn: Warranty Dispute Resolution) and given Seller a reasonable opportunity after such notice to cure any default, including the repair of the Unit, in accordance with the Home Warranty. The provisions of this Paragraph 15A shall survive settlement. With respect to those claims arising from the Home Warranty, Buyer hereby agrees that Buyer may not commence any legal action or pursue any other legal remedy for any claim relating to the eonstruction of the Unit unless and until (i) Buyer has first given Seller written notice and reasonable opportunity to repair the Unit; and (ii) Buyer has exhausted all of Buyer's available remedies under the Home Warranty during the applicable time limits, including mediation and arbitration. If Buyer requests arbitration under the Home Warranty, the Buyer loses all rights to pursue any other remedy for any warranties set forth in the Home Warranty, but not for warranties not covered by the Home Warranty.. 16. INSULATION: The Seller will provide at least 9 inches of insulation in the exterior ceiling and 3'/: inches on the exterior walls, such insulation being described as fiberglass and, according to the manufacturer's specifications having an R value of 30 and 13, respectively. 17. LANDSCAPING AND TREES: Landscaping will be completed in accordance with Seller's specifications. It is expressly understood between the parties that the Seller shall have the right to remove and cut down such trees and other shrubbery on the Property as it deems necessary or as necessary to comply with any governmental approval or permit. Seller makes no representation whatsoever as to the condition of any and all trees not removed, and Seller is not responsible for the survival of any landscaping, trees, or shrubs on the Property. In the event there is wooded area or natural brush on the Property, Seller may leave same in its natural state. Seller shall not be required to well trees or erect retaining walls. Seller reserves the right to do the seeding or grading at any time before or after the actual date of closing. 18. CONDOMINIUM DOCUMENTS: The Buyer agrees that this Agreement and the Buyer's ownership of the Unit are subject to the terms and provisions of the Condominium Documents, as defined in Paragraph 4 of this Agreement, and any amendments thereto which may be lawfully adopted in the future. This means that the Unit, and its use, will be governed, regulated, and subject to the rights of others under any covenants, restrictions, rules, regulations, easements or agreements contained or referred to in the Condominium Documents. As owner of the Unit, the Buyer agrees to abide by the Condominium Documents and perform all obligations which they impose upon unit owners of the Condominium. This includes, by way of example, payment of all Annual and Special Common Expense Assessments which the Association charges to the Buyer. If any of the Condominium Documents are properly amended after the date of this Agreement, the Buyer agrees to abide by those amendments as if they were contained in the Condominium Documents on the date of this Agreement. -12- 500775.02 19. CHANGES TO CONDOMINIUM DOCUMENTS - POWER OF ATTORNEY: The Condominium Documents provide procedures for their amendment. They may be amended by the action of the Owners in the Condominium and/or their elected representatives. There is also a procedure for amendment or supplementation of the Condominium Documents if an amendment is: (a) required by applicable statute, regulation, ordinance or order of any governmental entity having jurisdiction of the Property; (b) required by any title insurance company licensed to do business in the State of New Jersey insuring or proposing to insure title to the Property or to any Unit(s); or (c) required by an Institutional Lender owning, holding, servicing, insuring or guaranteeing (a) First Mortgage loan(s), the lien(s) of which encumber(s) a Unit(s) within the Condominium, or that offers or proposes to provide, hold, service, insure, guarantee or acquire First Mortgage loan(s), the lien(s) of which will encumber a Unit(s) within the Condominium. If an amendment or supplement is so required by one of the entities set forth in (a), (b) or (c) above, then Buyer expressly agrees that Seller is authorized, on behalf of Buyer, to sign and record any document necessary to make the amendment effective. This authority is called a power of attorney and Seller, in exercising this authority, is referred to as Buyer's attorney-in-fact. The Deed to the Unit will contain a clause which legally designates Seller as having this authority. Buyer agrees to sign the Deed at the closing to evidence the giving of this authority. If Seller requests, Buyer also agrees to sign a separate document at the time of closing to evidence this power of attomey. This power of attorney given by the Buyer will also be binding upon anyone who claims an interest in the Unit by or through Buyer, such as a mortgagee, other lienholders, a purchaser, a tenant or someone with an interest through a will or by operation of law. If an amendment is requested by one of the entities set forth above or as provided in the Master Deed, there will be no necessity for Buyer to sign any other document for the amendment to be effective. However, Seller may not exercise its authority as attorney-in-fact for Buyer without a separate written consent of Buyer if the amendment or supplement has any of the following effects: (1) the amendment substantially changes the floor plan of the Unit; (2) the amendment changes the percentage interest in the Common Elements associated with the Unit; (3) the amendment increases the financial obligations of Buyer under the Condominium Documents as owner of the Unit; or (4) reserves any special privileges for Seller which are not already contained in the,Condominium Documents. Buyer will also name, constitute, appoint and confirm the Association, as attorney-in-fact for the following- purposes (i) to acquire title to or lease any Unit whose Owner desires to surrender, sell or lease same, in the name of the Association or its designees, corporate or otherwise, on behalf of all Owners, (ii) to convey, sell, lease, mortgage (but not to vote the votes appurtenant thereto) or otherwise, dispose of any such Units so acquired or to sublease any Units so leased by the Association and (iii) to prepare, execute and record any amendments to the Master Deed required under Articles XIII, XIV and XV of the Master Deed. The Buyer declares and acknowledges that this power of attorney is coupled with an interest in the subject matter. This means that the Seller has caused or will cause the Condominium Documents to be adopted, recorded and binding on the owners of all Units for the mutual benefit of the owners of all Units. The Seller, as the Developer of the Condominium, the initial seller of all Units and the present owner of Units has an interest in the Condominium and in the amendment of the Condominium Documents under the circumstances described. For this reason, the power of attomey may not be revoked by the Buyer. The power of attorney given by the Buyer to the Seller will be effective for five (5) years from the date of the first conveyance of a Unit, to any individual purchaser or until the sale and conveyance of the last Unit, whichever occurs first. However, if the Seller has sold the last Unit in the Condominium before that date, the power -13- 5uorr5.o2 of attorney will expire at the closing of title to the last Unit. This power of attomey shall not be affected by the death or disability of any principal. 20. CASUALTY DAMAGEc If the Unit is damaged by fire, vandalism, storm, flood or other casualty prior to closing, the Seller will have two options. It may terminate this Agreement and refund all deposit monies which have been paid by the Buyer for the Unit within ten (10) business days after Buyer's receipt of notice of termination and provided Buyer's check for deposit monies has cleared Buyer's bank, or it may repair the damage at its own expense. If the Seller chooses to repair the damage, the closing date will be postponed for a period reasonably necessary to make repairs. However, if the repairs cannot be completed within one hundred eighty (180) days of the casualty, the Buyer may choose to terminate this Agreement and the Seller will refund all deposit monies previously paid, without interest, within ten (10) business days after Buyer's receipt of notice of termination and provided Buyer's check for deposit monies has cleared Buyer's bank. If such damage occurs, the Seller will notify the Buyer in writing of its decision to terminate or repair. This notice will be sent by the Seller within sixty (60) calendar days of the date the damage occurred. 21. CONDEMNATION OF THE PROPERTY: Certain governmental or quasi-govemmental bodies or agencies have the power to take real property for the benefit of the public. This is known as the power of "condemnation" or "eminent domain." A formal proceeding is instituted and the owner of the property must be compensated. If the Seller receives formal notice of the institution of a condemnation or eminent domain proceeding by a proper authority against any part of the Condominium, including the Unit, the Seller will have two options. The Setter may elect to terminate this Agreement, in which case the Seller will so notify the Buyer in writing within thirty (30) calendar days after receiving that formal notice and return all deposit monies previously paid by the Buyer, with interest, within ten ( 10) business days, in the event the Seller has caused the deposit monies to be kept in an interest bearing account. Or, the Seller may elect not to terminate this Agreement and will provide the Buyer with written notice of the institution of the proceeding within ten (10) business days after receiving that formal notice. If the Seller chooses the latter option, the following provisions will apply. If the Unit is not proposed to be taken in the proceeding, this Agreement will continue in effect and the Seller will assign to the Buyer all rights to compensation, if any, arising out of a taking of a portion of the Property and which compensation is allocated to the Unit's appurtenant interest in the Common Elements of the Condominium. If the Unit is proposed to be taken in the proceeding, the Buyer will have two options. The Buyer may elect to terminate this Agreement, in which case the Seller will refund all deposit monies previously paid by the Buyer, without interest, within ten (10) business days. Or, the Buyer may elect to perform this Agreement and pay the Total Purchase Price of the Unit on the closing date, in which case the Seller will convey title to the Unit to the Buyer together with an assignment of all rights to compensation, if any, arising out of the taking and which compensation is allocated to the Unit and its appurtenant interest in the Common Elements of the Condominium. The Buyer must give the Seller written notice of the Buyer's election within ten (10) business days after receiving notice of the institution of the proceeding or else the Buyer will be irrevocably deemed to have chosen to perform this Agreement. 22. ASSESSMENTS FOR MUNICIPAL IMPROVEMENTS: The City of New Bnuiswick has the right to make local improvements which benefit the Units and the Condominium. For example, this could include installation of a new sewer system, other utilities, road improvements or the like. The cost of the improvement would be charged against the property(ies) receiving the benefit of the improvement. This charge, known as an assessment, would be in addition to real estate taxes. The Seller does not know of any such improvement which is presently needed or contemplated. If such a municipal improvement benefiting the Unit has been or will be completed prior to the date of closing, the Seller will pay the assessment, if any, whether the assessment is confirmed or unconfirmed. The Seller may use the proceeds of closing to satisfy the assessment_ -14- 500775.02 If such a municipal improvement benefiting the Unit is not completed prior to the date of closing, the Buyer would be responsible to pay the assessment, if any. 23. ALTERATIONS TO THE UNIT: The Unit and the Common Elements of the Condominium are being sold as they are presently cons[rueted and currently exist or are planned. The Seller will not accept any request from the Buyer to alter the Common Elements. No one is permitted to commit the Seller to make any such alteration. The Condominium Documents contain restrictions upon the Buyer's ability to alter the Unit. The Seller cannot promise that the Buyer will be allowed to make any alterations. ]f the Buyer is interested in altering the Unit, the Buyer should review the applicable provisions of the Condominium Documents carefully and contact the Association's Board of Directors for further guidance prior to signing this Agreement. 24. BREACH OF A PROMISE BY THE BUYER: This Agreement contains the Buyer's promises to do or not do various things. These promises are not limited to the payment of the purchase price of the Unit. Failure to keep those promises, within the designated time periods if any are specified, is called a"defaulY' or "breach of contract." If the Buyer commits a default or permits one to occur, the Seller will have certain rights against the Buyer. These are called "remedies." The remedies available to the Seller in the event of a default are those permitted under the law of contracts. The Seller's choice to pursue one remedy will not preclude the Seller from pursuing any other remedy at the same time or at a later date unless the law of contracts prohibits it. The Seller agrees that if the Buyer commits or permits a default which the Seller knows about, the Seller will notify the Buyer in writing. This is called "declaring an event of default." The Buyer will then have ten (10) business days after receipt of the notice to correct the default. This is called the "right to cure." If the Buyer fails to cure the default, then the Seller may proceed to seek the remedies available to it. The Seller will not be required to give the Buyer any further notice that the Seller is seeking a remedy upon a default. The fact that a Seller does not notify the Buyer of a default, or provides notice but then does not take any action, will not prevent the Seller from demanding that the default be cured by the Buyer or declaring other events of default. There is one exception to the requirement that the Seller give notice of and permit the Buyer an opportunity to cure a default the Seller knows about. If the Seller gives written notice to the Buyer establishing a closing date and declaring that time is of the essence of the closing, then if the Buyer fails for any reason to close title on that date, the Seller will not be obligated to give any notice of default and may immediately exercise any remedy which is available to the Seller. The Buyer and the Seller specifically agree that if the Buyer commits or permits a default, the damages which the Seller will suffer cannot be calculated in advance with any degree of mathematical certainty. However, in good faith, the Buyer and the Seller have agreed to estimate the amount of such damages whicl^will reasonably compensate the Seller for a default. This is called "liquidated damages." If the Buyer fails to cure a default after. , notice, the Seller may choose to terminate this Agreement. If the Seller terminates the Agreement, the Buyer will no longer have any rights under this Agreement or with respect to the Unit. Upon termination, the Seller will be entitled to liquidated damages in an amount equal to ten (10%) percent of the Base Purchase Price of the Unit plus the cost of options or extras ordered and installed at the request of the Buyer, if any. The Seller may retain the deposit monies paid by the Buyer up to that sum and will return any excess to the Buyer within ten (10) business days of Buyer's receipt of notice of termination and provided Buyer's check for deposit monies has cleared Buyer's bank. If the deposit monies are less than that sum, then the Seller may institute legal proceedings to recover the remaining amount due. 25. EXCLUSIONS: Certain items as shown in the Unit or model, if any, are excluded from the sale unless expressly included as optional extras in Paragraph 2 of this Agreement. Items that are not part of the sale include, but are not limited to, all furniture; special flooring or carpeting; wallpaper; raised bathtub; window treatments, draperies and window shades; light bulbs and all other electrical devices such as radio and electronic equipment; deeorator floors; decorator built-ins; decorator ceramic and vinyl tiles; bookcases; shelves; mirrors; special paint color; special -15- 500775.02 interior trims and optional upgrade appliances. Also, any special exterior trim and siding materials; special exterior paint; painted leaders and gutters; splash block; door closer; greenhouse windows; storms and screens; skylights; special landscaping and special walkways are for exhibition purposes and are not included in the sale unless expressly provided. Furthermore, the number and location of lighting fixtures in the Unit, and the location of the windows and chimneys, as built, may vary from those shown in the model. All extras or special items displayed in the models or sales exhibition center will be identified as such. 26. RECORDING OF AGREEMENT PROHIBITED: The Buyer agrees not to record this Agreement or any memorandum of this Agreement. If the Buyer breaches this promise, the Seller may declare this Agreement in default and proceed as provided in Paragraph 24. 27. BROKER: The Buyer and Seller warrant and represent that neither has dealt with any real estate broker involved in the sale contemplated herein, except as may be set forth in the Addendum attached hereto, if any. The Buyer and Seller agree to indemnify and hold eaeh other harmless from and against any and all loss, cost or damage, including reasonable attorneys' fees, arising out of or related to a breach by either the Buyer or Seller, as the case may be, of the aforesaid representation. This provision shall survive the closing. 28. ASSIGNMENT: The Buyer may not transfer the Buyer's rights under this Agreement without the written consent of the Seller. 29. CHANGES TO AGREEMENT: This Agreement may not be changed unless the change is in writing and signed by both the Seller and the Buyer. The attorneys for the parties may agree in writing to changes in the dates and time periods provided for in this Agreement. However, no change will permit the Buyer to have any additional time or right to cancel this Agreement beyond the initial period contemplated by Paragraph 36. 30. NOTICES: All notices under this Agreement must be in writing. Notices may be personally delivered to the other party or the attorney for the other party, or by certified mail, return receipt requested, addressed to the other party at the addresses written at the beginning of this Agreement. The parties will consider the notice as having been given when it is personally delivered or mailed, postage prepaid, via express mail or commercial ovemight mail service. 31. ENTIRE AGREEMENT: This Agreement contains the entire agreement between the Seller and the Buyer. Neither party has made any other agreement or promise which is not contained in this Agreement. The Application for Registration of the Condominium which the Seller has filed with the New Jersey Department of Community Affairs is incorporated by reference in this Agreement (i.e., "made a part of this Agreement"). The terms "Application for Registration" and "Public Offering Statement" include any present or future amendments properly filed by the Seller with respect to those documents. 32. PARTIAL INVALIDITY: If any portion of this Agreement is held to be illegal or invalid or unenforceable by a court, the remainder of this Agreement shall remain in effect as written. 33. CAPTIONS: The captions in this Agreement are for convenience only. The captions are not to be considered when interpreting the meaning of any part of this Agreement. -16- 500775.02 34. BINDING EFFECT OF AGREEMENT: This Agreement is binding not only on the Seller and the Buyer, but also on their heirs, personal representatives, successors and lawful assigns. 35. MULTIPLE BUYERS: If more than one person signs this Agreement as Buyer, then each person signing this Agreenrent will be jointly and severally liable. This means that each person is independently obligated to see that all promises of the Buyer are performed. This also means that the Seller may seek its remedies, in the event of a default, against all or any of the persons, as it so chooses. The term "Buyer," as used in this Agreement, is intended to include all persons signing this Agreement as Buyer. 36. ATTORNEY REVIEW: (1) Study by Attorney The Buyer or Seller may choose to have an attorney study this Contract. If an attorney is consulted, the attorney must complete his or her review of the Contract within a three (3) day period. This Contract will be legally binding at the end of this three (3) day period unless an attorney for the Buyer or the Seller reviews and disapproves the Contract. (2) Counting the Time You count the three (3) days from the date of delivery of the signed Contract to the Buyer and the Seller. You do not count Saturdays, Sundays or legal holidays. The Buyer and the Seller may agree in writing to extend the three (3) day period for attorney review. (3) Notice of Disapproval If an attorney for the Buyer or the Seller reviews and disapproves this Contract, the attomey must notify the Broker(s) and the other party named in this Contract within the tlvee (3) day period. Otherwise, this Contract will be legally binding as written. The attorney must send the notice of disapproval to the Broker(s) by certified mail, by telegram or by delivering it personally. The telegram or certified letter will be effective upon sending. The personal delivery will be effective upon delivery to the Broker's office. The attomey should also inform the Broker(s) of any suggested revisions in the Contract that would make it satisfactory. This right shall not affect or impair the Purchaser's seven (7) day right to rescind this Agreement, as set forth in Paragraph 6 of this Agreement. 37. MEGAN'S LAW STATEMENT: Under New Jersey law, the county prosecutor determines whether and how to provide notice of the presence of convicted sex offenders in an area. In their professional capacity, real estate licensees are not entitled to notification by the county prosecutot under Megan's Law and are unable to obtain such information for you. Upon closing, the county prosecutor may be contacted for such further information as may be disclosable to you. 38. PUBLIC OFFERING STATEMENT: The Buyer acknowledges that prior to signing this Agreement, the Seller provided the Buyer with a copy of the Public Offering Statement for the Condominium as currently registered with the New Jersey Department of Community Affairs. The Seller and the Buyer agree to the terms of this Agreement by signing below. If a party is a corporation this Agreement is signed by its proper corporate officers and its corporate seal is affixed. -17- 500775.02 NOTICE TO THE BUYER: YOU HAVE THE RIGHT TO CANCEL THIS CONTRACT OR AGREEMENT BY SENDING OR DELIVERING WRITTEN NOTICE OF CANCELLATION TO THE SELLER BY MIDNIGHT OF THE SEVENTH CALENDAR DAY FOLLOWING THE DAY ON WHICH IT IS EXECUTED. SUCH CANCELLATION IS WITHOUT PENALTY AND ALL MONIES PAID BY YOU SHALL BE PROMPTLY REFUNDED IN THEIR ENTIRETY. FULTON SQUARE URBAN RENEWAL, LLC, a New Jersey limited liability company, Seller Witness: By: JSM at Fulton Street, LLC, Managing Member By: (Authorized signature) As to Seller Date signed by Seller Witnessed by: Buyer (L.S-) Buyer As to Buyer Date signed by Buyer -18- 500775.02 6. ESCROW OR BONDING OF DOWN PAYMENTS: The Seller will cause to be held all deposit monies paid by the Buyer under this Agreement prior to closing in escrow. This means the Seller may not use or keep that money until closing of title or unless the Buyer breaks a promise made in this Agreement, as discussed in Paragraph 24. This money will be held in escrow in an account entitled "Stelton Title Agency, LLC Escrow Account" and maintained for that purpose at Stelton Title Agency, LLC, 83 Morris Street, New Brunswick, New Jersey 08901. Michael Huddleston, the Managing Member of the Escrow Agent, is responsible for this escrow account. The Seller may withdraw the deposit monies from escrow subsequent to the expiration of the seven (7) calendar days rescission period pursuant to the Down Payment Bond the Seller has posted with Amboy National Bank, which guarantees the return of the deposit monies. Any interest eamed on the deposit monies in escrow will be paid to the party entitled to the deposit monies. Interest on the deposit monies will not be applied as a credit for the benefit of the Buyer toward other sums owed by the Buyer to the Seller under this Agreement. CONDITION OF TITLE TO THE PROPERTY: The Seller will transfer title to the Unit to the Buyer, insurable at regular rates, free and clear of all claims and rights of others, except the following: (a) Zoning regulations and other ordinances of the City of New Brunswick which now or hereafter affect the Unit or the Condominium, provided that they are not presently violated by the Condominium structures and improvements; (b) Any easements referred to in the Public Offering Statement for the Condominium, the Master Deed and any amendments to the Master Deed; (c) Any covenants, restrictions, reservations or agreements contained in or referred to in the Public Offering Statement for the Condominium, the Master Deed and any amendments to the Master Deed; (d) Any state of facts which an accurate survey or title search would reveal, so long as same do not render title to the Unit uninsurable at regular rates; (e) Any exception to affirmative insurance stated in the sample Unit Owner's title insurance policy contained in the Public Offering Statement for the Condominium; and (f) Possible additional taxes and assessments for the year of sale imposed by the municipality under N.J.S.A. 54:4-63.1 because of the construction of the improvements which constitute the Condominium. At the Closing, the Seller will deliver a form of Deed commonly known as a "Bargain and Sale Deed with Covenant Against Grantor's Acts." This form of Deed will transfer to the Buyer all of the Seller's rights as owner of the Unit. It will also contain the Seller's promise that the Seller has not done anything while the owner of the Unit to make title defective. However, the Seller makes no promises about the status or quality of title before the Seller owned the property on which the Condominium is located. Seller shall furnish an Affidavit of Title in the form set forth in the Public Offering Statement. Title shall be good and marketable such as will be insured at regular rates by a reputable title company free and clear of all liens and encumbrances, except the Unit shall be subject to: ordinances, statutes and regulations of any and all municipal or other govertrmental authority having jurisdiction, including any Affordable Housing ordinance, easements, grants, covenants or restrictions; the Master Deed; street dedications and public utility rights recorded or to be recorded; and such state of facts that an accurate survey may disclose, provided same do not prevent use of the Unit for one family dwelling purposes. The willingness of First American Title Insurance Company, to insure title to the Unit shall constitute good and marketable title. If Seller is unable to deliver the status of title set forth in this Paragraph, Buyer's remedy will be in accordance with Paragraph 10 of this Agreement. As a condition of delivery of the Deed, the Buyer will be required to sign the deed at the closing in the presence of a notary public or attorney at law of the State of New Jersey. The Buyer's signature is necessary to evidence the Buyer's agreement to the matters contained in Paragraphs 18 and 19 of this Agreement. -6- 622480.07 EXHIBIT 4B Subscription and Purchase Agreement for Low and Moderate Income Garden Home RESCISSION PERIOD NOTICE TO THE PURCHASER: YOU HAVE THE RIGHT TO CANCEL THIS CONTRACT OR AGREEMENT BY SENDING OR DELIVERING WRITTEN NOTICE OF CANCELLATION TO THE DEVELOPER BY MIDNIGHT OF THE SEVENTH CALENDAR DAY FOLLOWING THE DAY ON WHICH IT IS EXECUTED. SUCH CANCELLATION IS WITHOUT PENALTY AND ALL MONIES PAID BY YOU SHALL BE PROMPTLY REFUNDED IN THEIR ENTIRETY. NOTICE TO THE PURCHASER AND SELLER: WITHIN THE FIRST THREE BUSINESS DAYS OF THIS SEVEN DAY PERIOD, YOU MAY CHOOSE TO CONSULT AN ATTORNEY WHO CAN REVIEW AND CANCEL THE CONTRACT. SEE SECTION 36 ON ATTORNEY REVIEW FOR DETAILS. Street Address: Unit No.: Model Type: Anticipated Closing Date: _ Mortgage Requested; Purchase Price: Percentage Interest in Common Elements: Date: FULTON SQUARE CONDOMINIUM SUBSCRIPTION AND PURCHASE AGREEMENT - LOW OR MODERATE INCOME UNIT TABLE OF CONTENTS PARAGRAPH HEADING PAGE 1. NAMES AND ADDRESSES OF PARTIES ...... 2 2. SUMMARY OF FINANCIAL TERMS ...... 3 3. DESCRIPTION OF PROPERTY ...... 4 4. AGREEMENT TO PURCHASE ...... 5 5A. PAYMENT OF PURCHASE PRICE ...... 5 5B. BUYER'S MORTGAGE LOAN ...... 6 5C. INCREASE IN COSTS AND PURCHASE PRICE ...... 9 6. ESCROW OR BONDING OF DOWN PAYMENTS ...... 10 7. CONDITION OF TITLE TO THE PROPERTY ...... 11 8. TIME AND PLACE OF CLOSING OF TITLE ...... 14 9. PAYMENTS DUE AT CLOSING ...... 15 10. SELLER'S INABILITY TO DELIVER THE DEED ...... 18 H. RENTAL BY SELLER; OCCUPANY; INSPECTION; CERTIFICATE OF OCCUPANCY ...... 19 12. SELLER'S RIGHT TO ENTER PROPERTY AFTER CLOSING TO COMPLETE DEVELOPMENT ...... 20 13. STANDARD CHOICES; SUBSTITUTION OF MATERIALS ...... 21 14. USE AND CONTROL OF COMMON ELEMENTS ...... 21 15. SELLER'S WARRANTY ...... 22 15 A. ARBITRATION ...... 25 16. INSULATION...... 26 17. LANDSCAPING AND TREES ...... 26 18. CONDOMINIUM DOCUMENTS ...... 26 19. CHANGES TO CONDOMINIUM DOCUMENTS - POWER OF ATTORNEY ...... 27 20. CASUALTY DAMAGE ...... 29 21. CONDEMNATION OF THE PROPERTY ...... 30 22. ASSESSMENTS FOR MUNICIPAL IMPROVEMENTS ...... 31 23. ALTERATIONS TO THE UNIT ...... 31 622480.03 24. BREACH OF A PROMISE BY THE BUYER ...... 32 25. EXCLU SIONS ...... 33 26. RECORDING OF AGREEMENT PROHIBrrED ...... 34 27. BROKER ...... 34 28. A SSIGNMENT ...... 34 29. CHANGES TO AGREEMENT ...... 34 30. NOTICES ...... 35 31. ENTIRE AGREEMENT ...... 35 32. PARTIAL INVALIDITY ...... 35 33. CAPTION S ...... 35 34. BINDING EFFECT OF AGREEMENT ...... 36 35. MULTIPLE BUYERS ...... 36 36. ATTORNEY REVIEW ...... 36 37. MEGAN'S LAW STATEMENT ...... 37 38. PUBLIC OFFERING STATEMENT ...... 37 1. NAMES AND ADDRESSES OF PARTIES: A. SELLER: FULTON SQUARE URBAN RENEWAL, L.L.C., a New Jersey limited liability company B. ADDRESS: 1260 Stelton Road Piscataway, New Jersey 08854 C. TELEPHONE: (732) 985-1900 D. BUYER(S): CO-BUYER: E. HOME ADDRESS: F. TELEPHONE: (Zip Code) G. BUSINESS ADDRESS: H. TELEPHONE: (I (Zip Code) 1. SOCIAL SECURITY OR FEDERAL I.D. # # 2. SUMMARY OF FINANCIAL TERMS: A. PURCHASE PRICE: The base purchase price shall be the sum oF Dollars ($_), increased as follows: B. EXTRAS PAID OR PAYABLE AS FOLLOWS: TOTAL PURCHASE PRICE -2- 622480.03 C. Deposit previously received: D. Upon execution of this Agreement, receipt of which is hereby acknowledged: E. Additional Deposit Due: F. Proceeds of a Mortgage loan (see Paragraph 5B): G. Balance due at closing (subject to closing adjustments as referred to in Paragraph 9.of this Agreement): H. TOTAL PURCHASE PRICE: Options or extras offered by the Seller and desired by the Buyer that are not included in the Total Purchase Price are described on a Rider attached to this Subscription and Purchase Agreement (the "Agreement"), if any. Unless otherwise provided on the Rider, the cost of any such option or extra (i) is due when ordered by the Buyer, (ii) is in addition to the Total Purchase Price described above, and (iii) is non-refundable. 3. DESCRIPTION OF PROPERTY: The property to be sold under this Agreement is described above. Throughout this Agreement, the property to be sold is referred to as the "Unit." The Unit is located in FULTON SQUARE CONDOMINIUM, City of New Brunswick, Middlesex County, New Jersey, which is referred to in this Agreement as the "Condominium." The approximate location and size of the Unit may be found at Exhibits "B" and "C" of the Master Deed, which is reproduced in the Public Offering Statement for the Condominium. The Unit that is the subject of this Agreement has been designated as a Low Income Unit/ Moderate Income Unit (check one) pursuant to the Affordable Housing Agreement of the City of New Brunswick dated N/A and recorded in the office of the Middlesex County Clerk in Deed Book at Page _ et seq. The Buyer's right, title and interest in this Unit and the use, sale, resale and rental of this Unit are subject to the terms, conditions, restrictions, limitations and provisions as set forth in the Affordable Housing Agreement which is on file with the City of New Brunswick. The Affordable Housing Agreement imposes certain conditions, covenants and restrictions on certain Units within the Condominium and the ownership of those Units. The conditions, covenants and restrictions applicable to the Units are set forth in the Affordable Housing Agreement, the Public Offering Statement for the Condominium, the Master Deed for the Condominium and any amendments and supplements to the Master Deed. Buyer has reviewed these conditions, covenants and restrictions. Buyer understands and agrees that he will be bound by these conditions, covenants and restrictions while he is the owner of the Unit. Prior to entering into this Agreement the Buyer has completed any applications required by the New Jersey Housing and Mortgage Finance Agency pursuant to the Affordable Housing Agreement and has provided the City of New Brunswick with all information it may require. The Buyer represents that he has been certified to be a qualified purchaser of the Unit pursuant to the Affordable Housing Agreement. The Buyer also understands that he may be responsible for providing additional information to the City of New Brunswick pursuant to the Affordable Housing Agreement and agrees to provide such information when required. 4. AGREEMENT TO PURCHASE: The Seller agrees to sell and the Buyer agrees to purchase the Unit. This written Agreement will govern the rights and obligations of the Seller and the Buyer. Any time another document is referred to in this Agreement, it will be as though that document was fully incorporated as part of this Agreement. The Buyer also agrees to become a member of Fulton Square Condominium Association, Inc., which is referred to in this Agreement as the "Association." The Buyer will be a member of the Association for as long as the Buyer owns the Unit and will abide by the Association's By-Laws and Rules and Regulations. -3- 622480.03 The Unit and the Buyer's membership in the Association are subject to the ternts of the Master Deed (the "Master Deed") recorded or to be recorded in the Office of the Middlesex County Clerk, the Association's Certificate of Incorporation, By-Laws and Rules and Regulations (collectively, the "Condominium Documents"). The Condominium Documents set forth the rights and obligations of the Buyer, the Association and other Unit Owners when the Buyer owns the Unit. Any amendments to the Condominium Documents which are now or hereafter lawfully made will also be binding on the Buyer. Copies of the Condominium Documents are reproduced in the Public Offering Statement. 5A. PAYMENT OF PURCHASE PRICE: The Buyer will pay the Total Purchase Price of the Unit, as set forth in Paragraph 2H above, in the manner provided in Paragraphs 2A, 2B, 2C, 2D, 2E, 2F and 2G above. Unless otherwise provided on a Rider attached to this Agreement, the price of any option or extra is due when ordered by the Buyer and is in addition to the Total Purchase Price. The Buyer has delivered a certified check for the deposit monies (2C, 2D and 2E above) and shall deliver a certified check for the price of any options or extras that must be paid for when ordered. These checks are accepted by the Seller subject to collection. If the checks are not paid by the bank, this Agreement may be cancelled by the Seller, and Paragraph 24 of this Agreement will control. If Paragraph 2F above indicates the Buyer intends to finance a portion of the Total Purchase Price, the Buyer will try to obtain a mortgage loan from an institutional lender by making application for such a loan. If a mortgage loan is sought, Paragraph 5B of this Agreement will apply. If no mortgage loan is sought, Paragraph SB of this Agreement will not apply. THE BUYER WILL PAY THE BALANCE DUE AT CLOSING (2G ABOVE) AND THE PRICE OF ANY OPTIONS OR EXTRAS DUE AT CLOSING BY CASH OR CERTIFIED FUNDS. "CERTIFIED FUNDS" MEANS A CHECK OF THE BUYER WHICH HAS BEEN CERTIFIED BY THE BUYER'S DOMESTIC BANK AND MAY NOT BE STOPPED. IT ALSO MEANS A CASHIER'S, TREASURER'S OR OFFICIAL DOMESTIC BANK CHECK WHICH THE BANK HAS DRAWN ON ITSELF. IT DOES NOT MEAN AN ATTORNEY'S TRUST ACCOUNT CHECK OR A CHECK DRAWN BY A BANK ON AN ACCOUNT WHICH IT MAINTAINS WITH ANOTHER BANK. 5B. BUYER'S MORTGAGE LOAN: Buyer can obtain a mortgage loan from the Lender of his choice or through the Lender designated by the Seller. If a dollar amount is inserted in Paragraph 2F of this Agreement, it shall be deemed that the Buyer desires to obtain a mortgage loan through the Lender designated by the Seller to pay part of the price for the Unit. The mortgage loan sought by the Buyer will be for the amount set forth in Paragraph 2F above at a prevailing rate of interest. Buyer's obligation to close title is contingent upon the approval and issuance of a commitment for such mortgage loan as indicated below. If no mortgage loan is sought through the Seller, this Paragraph 5B shall not apply and there shall be no mortgage contingency and this purchase shall be considered a cash sale. The Buyer hereby appoints the Lender selected by Seller (the "Lender") to arrange for and process a conventional mortgage loan in the amount set forth in Paragraph 2F above, at the prevailing interest rate and a term not to exceed thirty (30) years. The Buyer agrees to pay the Lender a mortgage processing fee upon the signing of the mortgage application (which fee will be non-refundable after the expiration of fourteen (14) days after receipt of notice from Seller to do so). The martgage processing fee shall belong to the Lender and shall include the appraisal fee, credit report fee and application fee. Any other customary fees and points of the Lender shall be paid by Buyer when requested by the Lender. The Buyer further agrees to sign an application for a mortgage loan and to furnish complete information regarding his finances and employment to the Lender within fourteen (14) calendar days from the execution of this Agreement. The Buyer understands that the Buyer must satisfy the Lender's criteria as to creditworthiness in order to qualify for the mortgage loan. If the Lender requests further information, the Buyer agrees to furnish it promptly. If the Lender issues a commitment to make the mortgage loan, the Buyer will promptly sign all documents and take -4- 622480.03 such action as may be reasonably required by the Lender, including payment of fees and charges of the Lender. The Buyer agrees to accept the commitment for a mortgage loan. In the event the Buyer's mortgage approval is made conditional and/or contingent upon further requirements by the Lender, the Buyer expressly agrees that, for the purpose of this Agreement, all such requirements or contingencies, including, but not limited to, the receipt of proceeds from the sale of another Unit or other assets, shall be deemed to have been waived by the Buyer. Once a commitment has been issued, Buyer for all purposes shall be deemed to have satisfied the mortgage contingency in this Paragraph. Buyer's failure to close thereafter shall be deemed a default under this Agreement. The Buyer agrees to fulfill any conditions contained in such commitment. If the mortgage commitment must be extended, renewed or reissued to accommodate the fiming of the closing, Buyer agrees to be responsible for any fees charged by the Lender for any such extension, renewal or reissuance. If, as a result of such extension, renewal or reissuance, the interest rate or other terms or conditions of the commitment change, the Buyer agrees to accept and/or fulfill any such new interest rate, term and/or conditions. The Buyer's failure to accept an issued commitment, failure to fulfill any conditions of a commitment, failure to arrange for the extension, renewal or reissuance of the commitment, or failure to accept and/or fulfill the terms and conditions of any extended, renewed, or reissued commitment will be a defauft under this Agreement. Once the Buyer has received a mortgage loan commitment, any subsequent change in the Buyer's credit or financial status shall be at the risk of the Buyer and the failure of the Lender to make such loan because of such subsequent change in the Buyer's credit or financial status shall not be deemed a failure to obtain a mortgage loan for the Buyer, but will be deemed a default by Buyer under this Agreement. If the Lender so requires, the Buyer shall purchase private mortgage guarantee insurance. The Buyer shall pay all costs of applications and premiums for such insurance, when due. In the event the Buyer does not receive approval of the original mortgage loan application, Buyer agrees that if he qualifies for any other mortgage plan for the same loan amount and terms obtained by the Seller for Buyer, Seller will notify Buyer in writing and Buyer will accept same. In the event that Buyer does not qualify for any such mortgage loan offered by Seller, this Agreement shall be deemed null and void and Seller shall refund to Buyer the deposit, without interest and excluding any fees previously paid by Buyer for the original mortgage application. Only a denial of a mortgage commitment issued directly by the Lender shall be a determination that this Agreement is null and void. If a written preliminary loan approval has not been issued within sixty (60) days from the date of this Agreement, the Seller, at its option, shall refund the Buyer's deposit within ten (10) business days after the expiration of the sixty (60) day period, without interest, and this Agreement shall be null and void. The Seller shall also have the option of providing its own fmancing to the Buyer in accordance with the conditions stated in this Paragraph upon giving Buyer written notice of its exercise of such option within said ten (10) day period. The Seller cannot guarantee a mortgage to the Buyer. The Seller does not represent, warrant or guarantee that the Buyer will qualify for a mortgage loan in the amount requested or any other amount. In addition, the Seller does not represent, warrant or guarantee that any mortgage commitment obtained by the Buyer will be extended beyond any given expiration date to accommodate the timing of the completion of construction or the actual date of closing of title. 5C. INCREASE IN COSTS AND PURCHASE PRICE: The Buyer understands that the Total Purchase Price of the Unit has been calculated based upon current costs of labor, materials, taxes and interest rates as incurred by the Seller. The Buyer agrees that the Seller may increase the Total Purchase Price of the Unit if these costs increase after the date of this Agreement if the Seller takes the following steps. The Seller will give the Buyer written notice of the increase in the Total Purchase Price based upon the increase in costs at least sixty (60) days before the Anticipated Closing Date. If the Buyer does not wish to pay the increase, the Buyer may elect to cancel this Agreement. In order to cancel this Agreement, the Buyer must provide the Seller with written notice. To be effective, the written notice of cancellation must be received by the Seller no more than ten (10) days after the Buyer received notice of the price increase. If a notice of cancellation is not received by the Seller during that ten (10) day period, the Buyer will have agreed to pay the increased Total Purchase Price specified in the notice of increase. The increased Total Purchase Price will be substituted for that specified in Paragraph 2B above. The amount of the increase will be added to the balance specified in Paragraph 2G which the Buyer must pay in cash or certified funds at closing of title. If the Buyer provides a proper notice of cancellation, the Seller will refund all deposit monies paid, within ten (10) business days, without interest. When the Buyer has received this refund, neither the Seller nor the Buyer will have any further obligation to one another under this Agreement. -5- 622480.03 6. ESCROW OR BONDING OF DOWN PAYMENTS: The Seller will cause to be held all deposit monies paid by the Buyer under this Agreement prior to closing in escrow. This means the Seller may not use or keep that money until closing of title or unless the Buyer breaks a promise made in this Agreement, as discussed in Paragraph 24. This money will be held in escrow in an account entitled "Stelton Title Agency, LLC Escrow Account" and maintained for that purpose at Stelton Title Agency, LLC, 83 Morris Street, New Brunswick, New Jersey 08901. Michael Huddleston, the Managing Member of the Escrow Agent, is responsible for this escrow account. The Seller may withdraw the deposit monies from escrow subsequent to the expiration of the seven (7) calendar days rescission period pursuant to the Down Payment Bond the Seller has posted with Amboy National Bank, which guarantees the return of the deposit monies. Any interest earned on the deposit monies in escrow will be paid to the party entitled to the deposit monies. Interest on the deposit monies will not be applied as a credit for the benefit of the Buyer toward other sums owed by the Buyer to the Seller under this Agreement. 7. CONDITION OF TITLE TO THE PROPERTY: The Seller will transfer title to the Unit to the Buyer, insurable at regular rates, free and clear of all claims and rights of others, except the following: (a) Zoning regulations and other ordinances of the City of New Brunswick which now or hereafter affect the Unit or the Condominium, provided that they are not presently violated by the Condominium structures and improvements; (b) Any easements referred to in the Public Offering Statsment for the Condominium, the Master Deed and any amendments to the Master Deed; (c) Any covenants, restrictions, reservations or agreements contained in or referred to in the Public Offering Statement for the Condominium, the Master Deed and any amendments to the Master Deed; (d) Any state of facts which an accurate survey or title search wouid reveal, so long as same do not render title to the Unit uninsurable at regular rates; (e) Any exception to affirmative insurance stated in the sample Unit Owner's title insurance policy contained in the Public Offering Statement for the Condominium; and (f) Possible additional taxes and assessments for the year of sale imposed by the municipality under N.J.S.A. 54:4-63.1 because of the construction of the improvements which constitute the Condominium. At the Closing, the Seller will deliver a form of Deed commonly known as a "Bargain and Sale Deed with Covenant Against Grantor's Acts." This form of Deed will transfer to the Buyer all of the Seller's rights as owner of the Unit. It will also contain the Seller's promise that the Seller has not done anything while the owner of the Unit to make title defective. However, the Seller makes no promises about the status or quality of title before the Seller owned the property on which the Condominium is located. Seller shall furnish an Affidavit of Title in the form set forth in the Public Offering StatemenL Title shall be good and marketable such as will be insured at regular rates by a reputable title company free and clear of all liens and encumbrances, except the Unit shall be subject to: ordinances, statutes and regulations of any and all municipal or other govemmental authority having jurisdiction, including any Affordable Housing ordinance, easements, grants, covenants or restrictions; the Master Deed; street dedications and public utility rights recorded or to be recorded; and such state of facts that an accurate survey may disclose, provided same do not prevent use of the Unit for one family dwelling purposes. The willingness of First American Title Insurance Company, to insure title to the Unit shall constitute good and marketable title. If Seller is unable to deliver the status of title set forth in this Paragraph, Buyer's remedy will be in accordance with Paragraph 10 of this Agreement. As a condition of delivery of the Deed, the Buyer will be required to sign the deed at the closing in the presence of a notary public or attorney at law of the State of New Jersey. The Buyer's signature is necessary to evidence the Buyer's agreement to the matters contained in Paragraphs 18 and 19 of this Agreement. -6- 622480.03 of any construction mortgage now or hereafter made by the Seller and any advance made under any such mortgage, without the necessity of the Buyer signing any further document. This means that the Seller may place a mortgage on the Unit or the Condominium in order to obtain a loan. The Seller will not have to obtain the Buyer's permission to the mortgage, even if it is made after the date of this Agreement. However, if the Seller requests, the Buyer will sign a separate legal document containing the Buyer's agreements in this Paragraph. The document will be prepared at the cost of the Seller and the Buyer may not request anything in return for signing it. The lender's rights under the mortgage, to the extent it has loaned money to the Seller, will be superior to the rights of the Buyer under this Agreement. This means that if the lender forecloses its mortgage, it may terminate the Buyer's rights under this Agreement. The Seller has no right to place a mortgage on the Unit after the Buyer owns the Unit. (a) Deliverv. At settlement, Seller shall deliver the Unit and the appurtenances thereto substantially in accordance with the model units and the plans set forth in Exhibit C to the Master Deed, as same may be modified and amended from time to time, with all fixtures, appliances and equipment to be provided by Seller and installed as set forth herein. Buyer acknowledges that measurements shown on the plans set forth in Exhibit C to the Master Deed are approximate and actual dimensions, including square footage, may not be exactly as shown. Seller shall not be required to install or provide any fixtures or appliances not actually installed in the Unit at the time of inspection pursuant to Paragraph 11 or otherwise agreed in writing to be installed by Seller. Seller shall have the right to make minor changes in the dimensions of any portion of the Condominium and to substitute substantially equivalent materials for any of the same set forth in any sales or other documents and to make such modifications or substitutions as may be required by any governmental authorities asserting jurisdiction over the Condominium, or any construction lender or permanent lender, or as may be reasonably necessary. 8. TIME AND PLACE OF CLOSING OF TITLE: Closing of title to the Unit, when the Seller delivers the Deed to the Unit and the Buyer delivers the unpaid portion of the purchase price and all other sums required to be paid under this Agreement, is anticipated to occur at the Seller's office, 1260 Stelton Road, Piscataway, New Jersey, or such other location as the Seller may designate, on or about the date appearing at the top of page 1 of this Agreement entitled "Anticipated Closing Date." TITLE MAY CLOSE LATER THAN THE "ANTICIPATED CLOSING DATE". The Seller will notify the Buyer in writing or by telephone confirmed in writing of the exact date, time and place of closing at least fourteen (14) days before it occurs. The Seller may not schedule closing before the Anticipated Closing Date unless the Buyer consents. Upon receiving notice of the exact date, time and place of closing, the Buyer may not postpone the closing without the prior written consent of the Seller. FAILURE OF THE BUYER TO CLOSE TITLE AT THE SCHEDULED TIME AND PLACE, UNLESS THE SELLER CONSENTS IN WRITING TO A POSTPONEMENT, WILL BE A BREACH OF THIS AGREEMENT MADE BY THE BUYER. Under Paragraph 24 of this Agreement, the Seller has the right to terminate this Agreement if Buyer fails to close title at the scheduled time and place. If Selier chooses not to terminate the Agreement, the Buyer shall pay a sum of One Hundred Dollars ($100.00) per day for each day closing is delayed by Buyer not to exceed ten (10%) percent of the purchase price. This sum is due and payable at closing and represents all carrying charges connected with the Unit such as taxes, insurance and heat. This per diem sum will be computed from the seventh (7th) calendar day following.the scheduled closing date to the actual closing date. The Seller will be entitled to a reasonable adjoumment of the closing date, as discussed in Paragraph 10 of this Agreement. The Buyer will be under no obligation to close title unless the Seller provides a Temporary or Permanent Certificate of Occupancy for the Unit issued by the City of New Brunswick at or before the time of closing. The Seller's receipt of Federal National Mortgage Agency project approval shall not be a condition of the closing of title, and Seller will not supply the Buyer with any documents pertaining to its Federal National Mortgage Agency project approval, if any. At closing, the Seller will be represented by Robert Smith, Esq., or another attorney designated by Seller, who will not represent the interests of the Buyer. It is suggested that the Buyer retain other legal counsel to better represent the Buyer's interests in connection with this Agreement and the acquisition of the Unit. The Buyer shall be responsible for the fees and charges of any attorney retained by the Buyer. 9. PAYMENTS DUE AT CLOSING: As a condition of the Seller's delivery of the Deed for the Unit, at the closing, the Buyer must pay the balance of the Total Purchase Price, and any payments due as a result of the Seller's consent to the Buyer's request for a postponement of the scheduled closing date, as contemplated by Paragraph 8 of this Agreement. Payment for -7- 622480.03 any options and extras ordered by Buyer, if any, is due in full in cash when ordered. The Buyer and Seller will also apportion certain expenses arising out of ownership of the Unit. The Buyer and Seller will also have certain expenses connected with the closing which they each must pay. (A) Unpaid Balance of Purchase Price: At the closing, the Buyer will be required to pay the outstanding balance of the Total Purchase Price of the Unit. The outstanding balance is the difference between the Total Purchase Price of the Unit, plus the cost of extras requested by the Buyer, if any, and the total of the payments the Buyer has made to the Seller for the Unit prior to closing. If the Buyer has obtained a mortgage loan in order to purchase the Unit, the Buyer may endorse the check representing the loan proceeds to the order of the Seller. The check from the lender must be "certified funds" as that term is defined in Paragraph 5A of this Agreement. At the closing, the Buyer must produce cash or certified funds representing the difference between the Total Purchase Price of the Unit and down payments previously made by the Buyer plus the proceeds of a mortgage loan, if any. This amount is estimated at Paragraph 2G above. However, the total amount which the Buyer must pay to the Seller at the closing must take into account the adjustments which are discussed in the next section of this Agreement. These adjustments will probably require the Buyer to pay an amount different from that estimate. (B) Adjustments Between Seller and Buyer: There are certain expenses associated with the ownership of the Unit which must be regularly paid by its owner. The Buyer will be responsible for these expenses commencing with the closing date as that is the date the Buyer becomes the owner of the Unit. The following expenses will be apportioned between the Seller and Buyer based upon their respective periods of ownership of the Unit: (1) Real estate taxes; (2) Municipal water and sewer charges (if not a common expense paid by the Association); (3) The Association's common expense assessment against the Unit; and (4) Such other items as are customarily adjusted at closing. Any expense item whicb has been prepaid by the Seller will be credited to the Seller on the closing statement for the portion of the payment attributable to the Buyer's period of ownership of the Unit. Any expense item for which payment is not yet due will be credited to the Buyer to the extent attributable to the Seller's period of ownership ofthe Unit. These adjustments will appear on the closing statement, credited to the appropriate party. The net result of the adjustments may be to increase or decrease the amount the Buyer must pay in certified funds at the closing from that estimated in Paragraph 2G above. (C) Buyer's Other Expenses: In addition to the Total Purchase Price payable to the Seller for the Unit and adjustments in favor of the Seller, the Buyer will be responsible to pay the following: (1) The fees of the Buyer's attorney; (2) The cost of a survey certificate, if one is requested by the Buyer or required by Buyer's lender or title company, (3) All fees, charges, escrows and prepayments required by a mortgage lender as a condition of a mortgage loan, including points and private mortgage insurance; (4) Costs of title inspection and premiums for title insurance; (5) A non-refundable contribution to the Association in an amount equal to three (3) months Common Expense Assessment attributable to the Unit upon acquisition of title from the Seller, which fee may be used for working capital or any other lawful purpose; and (6) Costs of recording the Deed and Mortgage (if applicable). -g- 622480.03 None of these expenses are due or paid to the Seller. The Buyer must pay these expenses directly, if applicable. Prior to closing, the Seller will notify the Buyer of the amount due to the Association for item (5). This amount will be due at closing and may be paid by the Buyer's personal check. CASUALTY INSURANCE MAINTAINED BY THE ASSOCIATION DOES NOT PROTECT THE BUYER'S PERSONAL PROPERTY, AND LIABILITY INSURANCE MAINTAINED BY THE ASSOCIATION DOES NOT INSURE AGAINST THE ACTS OR OMISSIONS OF THE BUYER. THE BUYER 1S ADVISED TO CONSULT WITH AN INSURANCE BROKER AS TO THE TYPES AND LIMITS OF INSURANCE WHICH BEST SUIT THE NEEDS OF TI-IE BUYER. The cost of insurance carried by the Buyer is the sole responsibility of the Buyer. In connection with item (4) above, Buyer may obtain from First American Title Insurance Company, or any other reputable title company licensed to do business in New Jersey, a title insurance policy for the Unit for the benefit of the Buyer and Lender. A sample title insurance policy to be delivered is contained in the Public Offering Statement. (D) Seller's Expenses: The Seller will pay the following expenses in connection with the closing: (1) The fee of the Seller's attorneys; (2) The cost of obtaining a Temporary or Permanent Certificate of Occupancy for the Unit from the City of New Brunswick; and (3) Realty transfer fees. The Seller will cause these expenses to be paid directly. 10. SELLER'S INABILITY TO DELIVER THE DEED: If the Seller is not able to deliver the Deed on the Anticipated Closing Date for reasons beyond its control, the Seller may postpone the closing for up to one hundred eighty (180) calendar days from the original date set for closing. To exercise this right, prior to the Anticipated Closing Date, the Seller must notify the Buyer in writing that the closing has been postponed. If, after this period has expired, the Seller is still unable to deliver a Deed for reasons beyond its control, the Buyer may terminate this Agreement by so notifying the Seller in writing. If this Agreement is so terminated by the Buyer, the Seller will return to the Buyer all deposit monies paid under this Agreement, without interest, within ten (10) business days. The Seller will also reimburse the Buyer for the expenses of title searches or surveys which the Buyer has incurred, if the Buyer produces adequate proof that the Buyer has paid or been charged these expenses. When the Seller returns the deposit monies and makes any applicable reimbursement to the Buyer, neither the Buyer nor the Seller will have any further rights or obligations under this Agreement. The Buyer agrees that if this Agreement is postponed and/or terminated under this Paragraph, the Seller will not be responsible for any expenses which the Buyer might incur as a result of the delay or termination. Those expenses will include, but not be limited to, storage of the Buyer's furniture or other personal property and substituted housing or the cost of extending a mortgage commitment. (a) Force Majeure. If the Seller is delayed in performing any obligation under this Agreement for reasons beyond the control of the Seller, then the time for performance shall be extended for the period of such delay but not to exceed 180 days. Reasons beyond the control of the Seller shall include, without limitation, the impossibility of performance, acts of God, fire, earthquake, flood, explosion, condemnation or acts of governmental agencies asserting jurisdiction over the Condominium, and any other legally supportable justification under the laws of the State of New Jersey which would excuse the Seller from performance within the period allowed in this Agreement. -9- 622480.03 11. RENTAL BY SELLER; OCCUPANCY; INSPECTION; CERTIFICATE OF OCCUPANCY: Although the Seller intends to sell all Units owned by it in the ordinary course of business, the Seller reserves the right to lease any Unit owned by it at any time. The Seller agrees, however, that it will not enter into any lease for the Unit which is the subject of this Agreement prior to closing, except with the Buyer as tenant. The Seller shall not be obligated to enter into a lease with the Buyer as tenant. The Buyer will not be entitled to possession of the Unit until closing of title. This means that the Buyer has no interest in the Unit, except those rights arising under this Agreement, and that the Buyer will not be permitted to enter, occupy, use or authorize the use of the Unit for any purpose until the Buyer is the owner of the Unit. The Buyer is not permitted to store any personal property within the Unit prior to closing. The Buyer understands that if the Buyer, or any other person at the request of the Buyer, enters the Unit without the written permission of the Seller, the Buyer will be responsible for any injuries suffered or losses sustained. Provided the Buyer gives the Seller at least twenty-four (24) hours advance notice, the Buyer shall have the right to inspect the Unit, accompanied by a representative of the Seller, at any time during normal business hours within three (3) business days before the date of closing. The inspection will be conducted in accordance with preclosing inspection procedures established by the Seller. All incomplete work will be completed by Seller within a reasonable time period. It is specifically understood and agreed by and between the parties that regardless of incomplete work as of the date of closing, all funds will be released to Seller. Buyer agrees to sign a written request for the issuance of a Certificate of Occupancy if requested by Seller. 12. SELLER'S RIGHT TO ENTER PROPERTY AFTER CLOSING TO COMPLETE DEVELOPMENT: Seller reserves the right to enter into, upon, over or under the Property for a period of one (1) year after the date of the conveyance of the last Unit in the normal course of business, for such purposes as may be reasonably necessary to complete or repair the Property, or to take action on emergency matters, or to comply with govemmental orders or requirements. This provision shall survive the closing. 13. STANDARD CHOICES; SUBSTITUTION OF MATERIALS: When the Seller offers a choice of standard items to be included in the Unit at no extra cost, such as colors, the Buyer must make the selection on the date this Agreement is executed. If the Buyer does not do so, the Seller will have the right to make the selection for the Buyer. The choice(s), as selected, may not be changed by the Buyer. The Buyer understands that the Seller's ability to deliver materials, appliances, equipment or optional items of the kind, color, make or model which were displayed to or chosen by the Buyer depends upon availability from suppliers. If any standard or optional item to be sold as a part of or with the Unit becomes unavailable for reasons beyond the Seller's control, the Buyer authorizes the Seller as follows: (i) to substitute colors which the Seller feels are compatible with the color scheme of the Unit; (ii) to substitute materials, appliances, equipment or optional items of comparable or better quality; and (iii) to credit to Buyer any money paid toward any option that becomes unavailable. When possible, the Seller will consult with the Buyer before making any substitutions. However, if the Seller exercises this authority to make substitutions, the Buyer will be obligated to accept the substitution(s). 14. USE AND CONTROL OF COMMON ELEMENTS: The Common Elements of the Condominium will be managed, operated and maintained by the Association for the benefit of all owners of Units. The funds necessary to operate and repair the Common Elements (as well as other common expenses and the cost of services provided by the Association) ara obtained by the Association through the Common Expense Assessments which are paid by owners of the Units. The Buyer understands that, as the owner of the Unit, the Buyer will be a member of the Association and will be obligated to pay the Common Expense Assessment charged to the Unit. When the Buyer is the owner of the Unit, the Buyer will be entitled to use the Common Elements for the purposes for which they are intended. This right is governed by and subject to the Association's By-Laws and Rules -10- 622480.03 and Regulations. The Buyer should consult the Public Offering Statement for the Condominium for limitations and restrictions which are imposed or exist upon the use and availability of the Common Elements. 15. SELLER'S WARRANTY: The Seller agrees to give the Buyer certain warranties conceming the construction of the Unit for which the Seller is responsible and for the Common Elements, as follows: (1) The Seller warrants the construction of such Unit in accordance with the provisions of the New Jersey New Home Warranty and Builders' Registration Act, N.J.S.A. 46:313-1 et M. The Seller will enroll the Unit in an approved warranty security plan at or promptly after closing. The Seller will pay all requisite fees and premiums for enrollment and coverage, provided that the Buyer will be responsible for any deductibles which are a part of the warranty security plan. (2) The Seller warrants that any outbuildings, driveways, walkways, patios, retaining walls and fences installed by the Seller and constituting a part of the Unit will be free from substantial defects due to faulty materials or workmanship for a period of one year from the date of closing or the date of possession, whichever first occurs. (3) The Seller warrants that drainage of surface water runoff is proper and adequate with respect to those portions of the Common Elements improved by it. (4) The Seller warrants that all off site improvements installed by the Seller in constructing the Condominium will be free from defects due to faulty materials or workmanship for a period of one year from construction of the improvement(s). (5) The Seller warrants that the Unit is fit for its intended use. (6) The Seller warrants that the Common Elements and common facilities installed or constructed by the Seller will be free from substantial defects due to faulty materials or workmanship for a period of two years from completion of each improvement or facility. (7) The Seller warrants that the Common Elements and common facilities installed or constructed by the Seller are fit for their intended use, and that within the two year period in (6) above the Seller will correct any such defect within a reasonable time after notification of the defect. This warranty will constitute the sole obligation of the Seller to the Buyer and owners of Units with respect to the Common Elements and common facilities. (8) THE SELLER EXPRESSLY WARRANTS THAT SUCH UNIT OR TIJE COMMON ELEMENTS WILL SUBSTANTIALLY CONFORM TO THE SALES MODELS, DESCRIPTIONS Ok PLANS USED TO INDUCE BUYER TO ENTER INTO THIS AGREEMENT UNLESS OTHERWISE NOTED IN THIS AGREEMENT: DIORAMAS, SMALL-SCALE MODELS, AND ARTISTS SKETCHES AND DRAWINGS CANNOT ACCURATELY DEPICT ALL FEATURES OF THE FULLY CONSTRUCTED CONDOMINIUM OR A PARTICULAR UN1T. THE BUYER UNDERSTANDS THAT THE SELLER'S MODELS MAY CONTAIN OPTIONS AND EXTRAS THAT ARE NOT INCLUDED IN THE BASE PRICE OF THE UNIT. THE SELLER WILL CLEARLY DESIGNATE THESE EXTRAS AND OPTIONS IN THE MODELS. (9) At the closing, the Seller will assign to the Buyer any unexpired, assignable warranties issued by the manufacturers or suppliers of appliances, equipment or other personal property installed in or sold with the Unit. THE SELLER DOES NOT INDEPENDENTLY WARRANT ANY SUCH APPLIANCES, EQUIPMENT OR OTHER PERSONAL PROPERTY EXCEPT TO THE EXTENT REQUIRED UNDER SUBPARAGRAPH (1) OF THIS PARAGRAPH 15. THE SELLER EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OR WARRANTY ARISING BY VIRTUE OF LAW WITH RESPECT TO THE UNIT, ANYTHING CONTAINED IN THE UNIT AND THE COMMON ELEMENTS, OR WHICH WOULD OTHERWISE ARISE BY VIRTUE OF THE MAKING OF THIS AGREEMENT. THIS MEANS THAT THE ONLY WARRANTIES WHICH ARE GIVEN BY THE SELLER TO -11- 622480.03 THE BUYER OR OTHER OWNER OF THE UNIT ARE THOSE LISTED ABOVE. By signing this Agreement, the Buyer acknowledges and agrees to the following statements: (a) That the Seller is not obligated to repair or replace any part of the Unit or other property which is the subject of this Agreement unless it is covered by one of the warranties listed above; (b) That the Seller has not made any promises or representations as to the condition of the Unit or other property which is the subject of this Agreement, except in this Paragraph 15 or in the Public Offering Statement; (c) That the Seller has not authorized anyone else to make any promise or representation as to the condition of the Unit or other property which is the subject of this Agreement, or to vary the provisions of this Paragraph 15; (d) That the furniture, decorations or upgraded appliances in the sales model(s) are for display purpose only and are not included in the sale of the Unit unless separately agreed to in this Agreement. The Seller also expressly disclaims liability for any consequential damages arising out of any breach of warranty. This means that the Seller will not be responsible if personal property is damaged because of a defect in any warranted item. By signing this Agreement, the Buyer agrees that the Seller will not be liable for consequential damages. 15A. ARBITRATION Buyer hereby agrees that any and all disputes arising out of this Agreement, except for those arising from the approved security plan ("Home Warranty") or the construction or condition of the Unit, shall be resolved by binding arbitration in accordance with the rules and procedures of the American Arbitration Association or its successor (or an equivalent organization selected by Seller). In addition, Buyer agrees that Buyer may not initiate any arbitration proceeding for any claim arising out of the Agreement or the Home Warranty or relating to the construction or condition of the Unit unless and until Buyer has first given Seller specific written notice (at 1260 Stehon Road, Piscataway, New Jersey 08854, Attn: Warranty Dispute Resolution) and given Seller a reasonable opportunity after such notice to cure any default, including the repair of the Unit, in accordance with the Home Warranty. The provisions of this Paragraph 15A shall survive settlement. With respect to those claims arising from the Home Warranty, Buyer hereby agrees that Buyer may not commence any legal action or pursue any other legal remedy for any claim relating to the construction of the Unit unless and until (i) Buyer has first given Seller written notice and reasonable opportunity to repair the Unit; and (ii) Buyer has exhausted all of Buyer's available remedies under the Home Warranty during the applicable time limits, including mediation. If Buyer requests arbitration under the Home Warranty, the Buyer loses all rights to pursue any other remedy for any warranties set forth in the Home Warranty, but not for warranties not covered by the Home Warranty. 16. INSULATION: The Seller will provide at least 9 inches of insulation in the exterior ceiling and 3% inches on the exterior walls, such insulation being described as fiberglass and, according to the manufacturer's specifications having an R value of 30 and 13, respectively. 17. LANDSCAPING AND TREES: Landscaping will be completed in accordance with Seller's specifications. It is expressly understood between the parties that the Seller shall have the right to remove and cut down such trees and other shrubbery on the Property as it deems necessary or as necessary to comply with any governmental approval or permit. Seller makes no representation whatsoever as to the condition of any and all trees not removed, and Seller is not responsible for the survival of any landscaping, trees, or shrubs on the Property. In the event there is wooded area or natural brush on the Property, Seller may leave same in its natural state. Seller shall not be required to well trees or erect retaining walls. Seller reserves the right to do the seeding or grading at any time before or after the actual date of closing. -12- 622450.03 18. CONDOMINIUM DOCUMENTS: The Buyer agrees that this Agreement and the Buyer's ownership of the Unit are subject to the tenns and provisions of the Condominium Documents, as defined in Paragraph 4 of this Agreement, and any amendments thereto which may be lawfully adopted in the future. This means that the Unit, and its use, will be governed, regulated, and subject to the rights of others under any covenants, restrictions, rules, regulations, easements or agreements contained or referred to in the Condominium Documents. As owner of the Unit, the Buyer agrees to abide by the Condominium Documents and perform all obligations which they impose upon unit owners of the Condominium. This includes, by way of example, payment of all Annual and Special Common Expense Assessments which the Association charges to the Buyer. If any of the Condominium Documents are properly amended after the date of this Agreement, the Buyer agrees to abide by those amendments as if they were contained in the Condominium Documents on the date of this Agreement. 19. CHANGES TO CONDOMINIUM DOCUMENTS - POWER OF ATTORNEY: The Condominium Documents provide procedures for their amendment. They may be amended by the action of the Owners in the Condominium and/or their elected representatives. There is also a procedure for amendment or supplementation of the Condominium Documents if an amendment is: (a) required by applicable statute, regulation, ordinance or order of any governmental entity having jurisdiction of the Property; (b) required by any title insurance company licensed to do business in the State of New Jersey insuring or proposing to insure title to the Property or to any Unit(s); or (c) required by an Institutional Lender owning, holding, servicing, insuring or guaranteeing (a) First Mortgage loan(s), the lien(s) of which encumber(s) a Unit(s) within the Condominium, or that offers or proposes to provide, hold, service, insure, guarantee or acquire First Mortgage loan(s), the lien(s) of which will encumber a Unit(s) within the Condominium. If an amendment or supplement is so required by one of the entities set forth in (a), (b) or (c) above, then Buyer expressly agrees that Seller is authorized, on behalf of Buyer, to sign and record any document. necessary to make the amendment effective. This authority is called a power of attomey and Seller, in exercising this authority, is referred to as Buyer's attorney-in-fact. The Deed to the Unit will contain a clause which legally designates Seller as having this authority. Buyer agrees to sign the Deed at the closing to evidence the giving of this authority. If Seller requests, Buyer also., agrees to sign a separate document at the time of closing to evidence this power of attotney. This pqwer of attorney. - given by the Buyer will also be binding upon anyone who claims an interest in the Unit by or through.Buyer, such as a mortgagee, other lienholders, a purchaser, a tenant or someone with an interest through a will or by operation of law. If an amendment is requested by one of the entities set forth above or as provided in the Master Deed, there. will be no necessity for Buyer to sign any other document for the amendment to be effective. However, Seller may not exercise its authority as attorney-in-fact for Buyer without a separate written consent of Buyer if the amendment or supplement has any of the following effects: (1) the amendment substantially changes the floor plan of the Unit; (2) the amendment changes the percentage interest in the Common Elements associated with the Unit; (3) the amendment increases the financial obligations of Buyer under the Condominium Documents as owner of the Unit; or (4) reserves any special privileges for Seller which are not already contained in the Condominium Documents. Buyer will also name, constitute, appoint and confirm the Association, as attorney-in-fact for the following purposes (i) to acquire title to or lease any Unit whose Owner desires to surrender, sell or lease same, in the name of the Association or its designees, corporate or otherwise, on behalf of all Owners, (ii) to convey, sell, lease, mortgage (but not to vote the votes appurtenant thereto) or otherwise, dispose of any such Units so acquired or to sublease any Units so leased by the Association and (iii) to prepare, execute and record any amendments to the Master Deed required under Articles XIII, XIV and XV of the Master Deed. -13- 622480.03 The Buyer declares and acknowledges that this power of attorney is coupled with an interest in the subject matter. This means that the Seller has caused or will cause the Condominium Documents to be adopted, recorded and binding on the owners of all Units for the mutual benefit of the owners of all Units. The Seller, as the Developer of the Condominium, the initial seller of all Units and the present owner of Units has an interest in the Condominium and in the amendment of the Condominium Documents under the circumstances descn'bed. For this reason, the power of attomey may not be revoked by the Buyer. The power of attorney given by the Buyer to the Seller will be effective for five (5) years from the date of the first conveyance of a Unit to any individual purchaser or until the sale and conveyance of the last Unit, whichever occurs first. However, if the Seller has sold the last Unit in the Condominium before that date, the power of attorney will expire at the closing of title to the last Unit. This power of attomey shall not be affected by the death or disability of any principal. 20. CASUALTY DAMAGE: If the Unit is damaged by fire, vandalism, storm, flood or other casualty prior to closing, the Seller will have two options. It may terminate this Agreement and refund all deposit monies which have been paid by the Buyer for the Unit within ten (10) business days after Buyer's receipt of notice of termination and provided Buyer's check for deposit monies has cleared Buyer's bank, or it may repair the damage at its own expense. If the Seller chooses to repair the damage, the closing date will be postponed for a period reasonably necessary to make repairs. However, if the repairs cannot be completed within one hundred eighty (180) days of the casualty, the Buyer may choose to terminate this Agreement and the Seller will refund all deposit monies previously paid, without interest, within ten (10) business days after Buyer's receipt of notice of termination and provided Buyer's check for deposit monies has cleared Buyer's bank. If such damage occurs, the Seller will notify the Buyer in writing of its decision to terminate or repair. This notice will be sent by the Seller within sixty (60) calendar days of the date the damage occurred. 21. CONDEMNATION OF THE PROPERTY: Certain governmental or quasi-governmental bodies or agencies have the power to take real property for the benefit of the public. This is known as the power of "condemnation" or "eminent domain." A fonnal proceeding is instituted and the owner of the property must be compensated. If the Seller receives formal notice of the institution of a condemnation or eminent domain proceeding by a proper authority against any part of the Condominium, including the Unit, the Seller will have two options. The Seller may elect to terminate this Agreement, in which case the Seller will so notify the Buyer in writing within thirty (30) calendar days after receiving that formal notice and retum all deposit monies previously paid by the Buyer, with interest, within ten (10) business days, in the event the Seller has caused the deposit monies to be kept in an interest bearing account. Or, the Seller may elect not to terminate this Agreement and will provide the Buyer with written notice of the institution of the proceeding within ten (10) business days after receiving that formal notice. If the Seller chooses the latter option, the following provisions will apply. If the Unit is not proposed to be taken in the proceeding, this Agreement will continue in effect and the Seller will assign to the Buyer all rights to compensation, if any, arising out of a taking of a portion of the Property and which compensation is allocated to the Unit's appurtenant interest in the Common Elements of the Condominium. If the Unit is proposed to be taken in the proceeding, the Buyer will have two options. The Buyer may elect to terminate this Agreement, in which case the Seller will refund all deposit monies previously paid by the Buyer, without interest, within ten (10) business days. Or, the Buyer may elect to perform this Agreement and pay the Total Purchase Price of the Unit on the closing date, in which case the Seller will convey title to the Unit to the Buyer together with an assignment of all rights to compensation, if any, arising out of the taking and which compensation is allocated to the Unit and its appurtenant interest in the Common Elements of the Condominium. The Buyer must give the Seller written notice of the Buyer's election within ten (10) business days after receiving notice of the institution of the proceeding or else the Buyer will be irrevocably deemed to have chosen to perform this Agreement. -14- 622480.03 22. ASSESSMENTS FOR MUNICIPAL IMPROVEMENTS: The City of New Brunswick has the right to make local improvements which benefit the Units and the Condominium. For example, this could include installation of a new sewer system, other utilities, road improvements or the like. The cost of the improvement would be charged against the property(ies) receiving the benefit of the improvement. This charge, known as an assessment, would be in addition to real estate taxes. The Seller does not know of any such improvement which is presently needed or contemplated. If such a municipal improvement benefiting the Unit has been or will be completed prior to the date of closing, the Seller will pay the assessment, if any, whether the assessment is confirmed or unconfirmed. The Seller may use the proceeds of closing to satisfy the assessment. If such a municipal improvement benefiting the Unit is not completed prior to the date of closing, the Buyer would be responsible to pay the assessment, if any. 23. ALTERATIONS TO THE UNIT: The Unit and the Common Elements of the Condominium are being sold as they are presently constntcted and currently-exist or are planned. The Seller will not accept any request from the Buyer to alter the Common Elements. No one is permitted to commit the Seller to make any such alteration. The Condominium Documents contain restrictions upon the Buyer's ability to alter the Unit. The Seller cannot promise that the Buyer will be allowed to make any alterations. If the Buyer is interested in altering the Unit, the Buyer should review the applicable provisions of the Condominium Documents carefully and contact the Association's Board of Directors for further guidance prior to signing this Agreement. 24. BREACH OF A PROMISE BY THE BUYER: This Agreement contains the Buyer's promises to do or not do various things. These promises are not limited to the payment of the purchase price of the Unit. Failure to keep those promises, within the designated time periods if any are specified, is called a"default" or "breach of contract." If the Buyer commits a default or permits one to occur, the Seller will have certain rights against the Buyer. These are called "remedies." The remedies available to the Seller in the event of a default are those permitted under the law of contracts. The Seller's choice to pursue one remedy will not preclude the Seller from pursuing any other remedy at the same time or at a later date unless the law of contracts prohibits it. The Seller agrees that if the Buyer commits or permits a default which the Seller knows about, the Seller will notify the Buyer in writing. This is called "declaring an event of default." The Buyer will th&n have ten (10), business days after receipt of the notice to correct the default. This is called the "right to cure." If the Buyer fails to cure the default, then the Seller may proceed to seek the remedies available to it. The Seller will not be required to give the Buyer any further notice that the Seller is seeking a remedy upon a default. The fact that a Seller does not notify the Buyer of a default, or provides notice but then does not take any action, will not prevent the Seller from demanding that the default be cured by the Buyer or declaring other events of default. There is one exception to the requirement that the Seller give notice of and permit the Buyer an opportunity to cure a default the Seller knows about. If the Seller gives written notice to the Buyer establishing a closing date and declaring that time is of the essence of the closing, then if the Buyer fails for any reason to close title on that date, the Seller will not be obligated to give any notice of default and may immediately exercise any remedy which is available to the Seller. The Buyer and the Seller specifically agree that if the Buyer commits or permits a default, the damages which the Seller will suffer cannot be calculated in advance with any degree of mathematical certainty. However, in good faith, the Buyer and the Seller have agreed to estimate the amount of such damages which will reasonably compensate the Seller for a default. This is called "liquidated damages." If the Buyer fails to cure a default after notice, the Seller may choose to terminate this Agreement. If the Seller terminates the Agreement, the Buyer will no longer have any rights under this Agreement or with respect to the Unit. Upon termination, the Seller will be entitled to liquidated damages in an amount equal to ten (10%) percent of the Base Purchase Price of the Unit plus -15- 622480.03 the cost of options or extras ordered and installed at the request of the Buyer, if any. The Seller may retain the deposit monies paid by the Buyer up to that sum and will return any excess to the Buyer within ten (10) business days of Buyer's receipt of notice of termination and provided Buyer's check for deposit monies has cleared Buyer's bank. If the deposit monies are less than that sum, then the Seller may institute legal proceedings to recover the remaining amount due. 25. EXCLUSIONS: Certain items as shown in the Unit or model, if any, are excluded from the sale unless expressly included as optional extras in Paragraph 2 of this Agreement. Items that are not part of the sale include, but are not limited to, all fumiture; special flooring or carpeting; wallpaper; raised bathtub; window treatments, draperies and window shades; light bulbs and all other electrical devices such as radio and electronic equipment; decorator floors; decorator built-ins; decorator ceramic and vinyl tiles; bookcases; shelves; mirrors; special paint color; special interior trims and optional upgrade appliances. Also, any special exterior trim and siding materials; special exterior paint; painted leaders and gutters; splash block; door closer; greenhouse windows; storms and screens; skylights; special landscaping and special walkways are for exhibition purposes and are not included in the sale unless expressly provided. Furthermore, the number and location of lighting fixtures in the Unit, and the location of the windows and chimneys, as built, may vary from those shown in the model. 26. RECORDING OF AGREEMENT PROHIBITED: The Buyer agrees not to record this Agreement or any memorandum of this Agreement. If the Buyer breaches this promise, the Seller may declare this Agreement in default and proceed as provided in Paragraph 24. 27. BROKER: The Buyer and Seller warrant and represent that neither has dealt with any real estate broker involved in the sale contemplated herein, except as may be set forth in the Addendum attached hereto, if any. The Buyer and Seller agree to indemnify and hold each other harmless from and against any and all loss, cost or damage, including reasonable attorneys' fees, arising out of or related to a breach by either the Buyer or Seller, as the case may be, of the aforesaid representation. This provision shall survive the closing. 28. ASSIGNMENT: The Buyer may not transfer the Buyer's rights under this Agreement without the written consent of the Seller. 29. CHANGES TO AGREEMENT: This Agreement may not be changed unless the change is in writing and signed by both the Seller and the Buyer. The attorneys for the parties may agree in writing to changes in the dates and time periods provided for in this Agreement. However, no change will permit the Buyer to have any additional time or right to cancel this Agreement beyond the initial period contemplated by Paragraph 36. 30. NOTICES: All notices under this Agreement must be in writing. Notices may be personally delivered to the other party or the attorney for the other party, or by certified mail, return receipt requested, addressed to the other party at the addresses written at the beginning of this Agreement. The parties will consider the notice as having been given when it is personally delivered or mailed, postage prepaid, via express mail or commercial overnight mail service. 31. ENTIRE AGREEMENT: This. Agreement contains the entire agreement between the Seller and the Buyer. Neither party has made any other agreement or promise which is not contained in this Agreement. The Application for Registration of the Condominium which the Seller has filed with the New Jersey Department of Community Affairs is incorporated by -16- 622460.03 reference in this Agreement (i.e., "made a part of this Agreement"). The terms "Application for Registration" and "Public Offering Statement" include any present or future amendments properly filed by the Seller with respect to those documents. 32. PARTIAL INVALIDITY: lf any portion of this Agreement is held to be illegal or invalid or unenforceable by a court, the remainder of this Agreement shall remain in effect as written. 33. CAPTIONS: The captions in this Agreement are for convenience only. The captions are not to be considered when interpreting the meaning of any part of this Agreement. 34. BINDING EFFECT OF AGREEMENT: This Agreement is binding not only on the Seller and the Buyer, but also on their heirs, personal representatives, successors and lawful assigns. 35. MULTIPLE BUYERS: If more than one person signs this Agreement as Buyer, then each person signing this Agreement will be jointly and severally liable. This means that each person is independently obligated to see that all promises of the Buyer are performed. This also means that the Seller may seek its remedies, in the event of a default, against all or any of the persons, as it so chooses. The term "Buyer," as used in this Agreement, is intended to include all persons signing this Agreement as Buyer. 36. ATTORNEY REVIEW: (1) StudybyAttorney The Buyer or Seller may choose to have an attorney study this Contract. If an attorney is consulted, the attomey must complete his or her review of the Contract within a three (3) day period. This Contract will be legally binding at the end of this three (3) day period unless an attorney for the Buyer or the Seller reviews and disapproves the Contract. (2) Counting the Time You count the three (3) days from the date of delivery of the signed Contract to the Buyer and the Seller. You do not count Saturdays, Sundays or legal holidays. The Buyer and the Seller may agree in writing to extend the three (3) day period for attorney review. (3) Notice of Disapproval If an attorney for the Buyer or the Seller reviews and disapproves this Contract, the attomey must notify the Broker(s) and the other party named in this Contract within the three (3) day period. Otherwise, this Contract will be legally binding as written. The attomey must send the notice of disapproval to the Broker(s) by certified mail, by telegram or by delivering it personally. The telegram or certified letter will be effective upon sending. The personal delivery will be effective upon delivery to the Broker's office. The attorney should also inform the Broker(s) of any suggested revisions in the Contract that would make it satisfactory. This right shall not affect or impair the Purchaser's seven (7) day right to rescind this Agreement, as set forth in Paragraph 6 of this Agreement. -17- 622480.03 37. MEGAN'S LAW STATEMENT: Under New Jersey law, the county prosecutor determines whether and how to provide notice of the presence of convicted sex offenders in an area. In their professional capacity, real estate licensees are not entitled to notification by the county prosecutor under Megan's Law and are unable to obtain such information for you. Upon closing, the county prosecutor may be contacted for such further information as may be disclosable to you. 38. PUBLIC OFFERING STATEMENT: The Buyer acknowledges that prior to signing this Agreement, the Seller provided the Buyer with a copy of the Public Offering Statement for the Condominium as currently registered with the New Jersey Department of Community Affairs. The Seller and the Buyer agree to the terms of this Agreement by signing below. If a party is a corporation this Agreement is signed by its proper corporate officers and its corporate seal is affixed. NOTICE TO THE BUYER: YOU HAVE THE RIGHT TO CANCEL THIS CONTRACT OR AGREEMENT BY SENDING OR DELIVERING WRITTEN NOTICE OF CANCELLATION TO THE SELLER BY MIDNIGHT OF THE SEVENTH CALENDAR DAY FOLLOWING THE DAY ON WHICH IT IS EXECUTED. SUCH CANCELLATION IS WITHOUT PENALTY AND ALL MONIES PAID BY YOU SHALL BE PROMPTLY REFUNDED IN THEIR ENTIRETY. FULTON SQUARE URBAN RENEWAL, L.L.C. a New Jersey limited liability company, Seller By: JSM at Fulton Street, LLC Managing Member Witness: By: (Authorized signature) As to Seller Date signed by Seller Witnessed by: Buyer Buyer As to Buyer Date signed by Buyer -IB- 622480.03 EXHIBIT 5A Sample Unit Deed for Town Home and Market Garden Home Prepared by: UNIT DEED THIS DEED is made this _ day of in the year 20 between FULTON SQUARE URBAN RENEWAL, L.L.C., a New Jersey limited liability company, having an office at 1260 Stelton Road, Piscataway, New Jersey 08854, referred to in this document as "Grantor", and residing or located at referred to in this document as "Grantee". (The words "Grantor" and "Grantee" include all Grantors and all Grantees under this Deed.) In return for the payment to the Grantor by the Grantee of ($ ) Dollars, the Grantor grants and conveys to the Grantee a certain unit, located in the City of New Branswick, County of Middlesex and State of New Jersey, specifically described as follows: Unit _, situated in Fulton Square Condominium, together with an undivided percentage interest in the Common Elements of the Condominium (referred to in this Deed. as the "Unit"). The conveyance evidenced by this Deed is made under the provisions of and is subject to the New Jersey Condominium Act (N.J.S.A. 46:8B-1 et seq,.) and the Planned Real Estate Development Full Disclosure Act (N.J.S.A. 45:22A-21 et se ., as amended, and any applicable regulations adopted under either law. The conveyance evidenced by this Deed is also made in accordance with the tenns, limitations, conditions, covenants, restrictions, easements, agreements and other provisions set forth in the Master Deed for Fulton Square Condominium, dated , 20 and recorded , 20 in the Office of the Clerk of Middlesex County in Deed Book , at Page , as same may now or 500273.01 hereafter be lawfully amended, and all its exhibits, including all easements, terms, conditions, reservations, rights-of-way, air rights, covenants of record, governmental statutes, ordinances and regulations, possible added assessments for the year of sale as set or levied under N.J.S.A. 54:4-63.1 et sea. and all facts that an accurate survey may disclose. The Unit is now designated as Lot_ in Block on the municipal tax map of the City of New Bnmswick (or as Account No. _^. (check box ^ if applicable) No property tax identification number for the Unit is available at the time of this conveyance. This Deed entitles the Grantee to have and to hold for its proper use and benefit forever the premises and all it is subject to as described in this document. The Grantor covenants that the Grantor has done nothing which encumbers or adversely affects title to the Unit or the Common Elements of the Condominium. By the acceptance of this Deed, the Grantee consents to any future amendments or revisions of the Master Deed or the By-Laws of the Association (the "Condominium Documents") which are required: (a) by applicable statutes, regulations, ordinances or orders of any governmental jurisdiction over the lands that are proposed for incorppration or are incorporated as part of the Condominium or the Condontinium itself; (b) required by any title insurance company licensed to do business in the State of New Jersey insuring or proposing to insure title to the lands that are proposed for incorporation or are incorporated as part of the Condominium or any within the Condominium or proposing to insure title to Condominium or any Unit within the Condominium; or (c) required by any Institutional Lender owning, holding, servicing, insuring, guaranteeing or proposing to provide, own, hold, service, insure, guarantee -2- 500273.01 or acquire a first mortgage loan(s), the lien(s) of which will encumber (a) Unit(s) within the Condominium. If an amendment is required for any one of the reasons described above, then the Grantee expressly agrees that the Grantor is authorized, on behalf of the Grantee, to sign and record any document necessary to make the amendment effective. This authority is called a power of attomey and the Grantor, in exercising this authority, is referred to as the Grantee's attorney-in- fact. By signing this Deed, the Grantee designates the Grantor as having this authority. This power of attorney will be binding upon anyone who claims an interest in the Unit by or through the Grantee, such as a mortgagee, other lienholders, a purchaser, a tenant or someone with an interest acquired through a will or by operation of law. If an amendment is required for one of the reasons expressed, only the signature of the attorney-in-fact is required in order for the amendment to be effective. However, the Grantor may not exercise its authority as attorney-in- fact without a separate written consent of the Grantee if the amendment would substantially change the floor plan of the Unit, change the percentage interest in the Common Elements associated with the Unit, increase the fmancial obligations of the Grantee under the Condominium Documents, or reserve any additional special privileges for the Grantor. The Grantee declares and acknowledges that this power of attomey is coupled with an interest in the subject matter. The Grantee understands that the Grantor has caused the Condominium Documents to be adopted, recorded and binding on the owners of all Units in the Condominium for the mutual benefit of the owners of all Units, including the Grantor. The Grantor, as the Developer of the Condominium, the initial seller of all Units and the present owner of Units has an interest in the Condominium and in the amendment of the Condoniinium -3- 500273.01 Documents under the circumstances described. For this reason, this power of attorney may not be revoked by the Grantee. The power of attorney will be effective for a period of seven (7) years from the date of the first conveyance of a Unit to an individual purchaser or until the sale and conveyance of the last Unit, whichever occurs first. The Grantor has received the full payment from the Grantee. This Deed is signed by the Grantor and the Grantee on the date first mentioned above. WITNESS: FULTON SQUARE URBAN RENEWAL, L.L.C., Grantor A New Jersey Limited LiabiGty Company By: JSM At Fulton Street, LLC, Managing Member BY: JACK MORRIS, Managing Member WITNESS: Grantee Grantee Grantee -4- 500273,01 CERTIFICATE OF ACKNOWLEDGEMENT OF INDIVIDUAL STATE OF NEW JERSEY : : SS COUNTY OF MIDDLESEX : BE IT REMEMBERED, that on this day of , 20_ before me the subscriber, personally appeared JACK MORRIS who by me duly swom on his oath, deposed and makes proof to my satisfaction that he is the Managing Member of JSM At Fulton Street, LLC, the Managing Member of FULTON SQUARE URBAN RENEWAL, L.L.C., the owner of the lands described and the Developer named in the within instrument and thereupon he acknowledged that he executed, signed, sealed and delivered said instrument as and for his voluntary act and deed and that of the said limited liability company for the uses and purposes thereof. Sworn to and subscribed before me, as of the date aforesaid. -5- 500273.01 CERTIFICATE OF ACKNOWLEDGMENT BY INDIVIDUAL STATE OF NEW JERSEY ) )SS.. COUNTY OF MIDDLESEX ) I am a an officer authorized to take acknowledgments and proofs in this State. I sign this acknowledgment below to certify that it was made before me. On 20 , appeared before me in person. (If more than one person appears the words "this person" shall include all persons named who appeared before the officer and made this acknowledgment.) I am satisfied that this person is the person named in and who signed this Deed as Grantee. This person acknowledged signing, sealing and delivering this Deed as this person's act and deed for the uses and purposes expressed in this Deed. (Officers signature and title) -6- 500273-01 EXHIBIT 5B Sample Deed to State Regulated Property Subject to Restrictive Covenant Limiting Conveyance and Mortgage Debt FULTON SOUARE CONDOMINIUM ASSOCIATION, INC. FORECASTED OPERATING BUDGET FOR THE ASSOCIATION BASED UPON FULL OCCUPANCY OF 209 UNITS IN 2006 DOLLARS REVENUES - NOTE 2: 1. Maintenance assessments $373,610 TOTAL REVENUES $373 0 EXPENSES - NOTE 3: ADMINISTRATIVE: 1. Management 24,960 2. Insurance 65,207 3. Audit 5,000 4. Legal 4,500 5. Administrative and office 9,750 6. Bad Debt 2,500 TOTAL ADMINISTRATIVE EXPENSES $11 See accountant's report The accompanying statement of assumptions and rationale is an integral part of this forecast. 3 DUGAN, COLTHART W ZOCH, P.A. 161 MCKINLEY STREET P.O. BOX 576 CLOSTER, N.J. 07624 (201) 767•6270 FAX: (201) 767-0920 www.dczcpacorn To The Sponsor Fulton Square Condominium Association, Inc. We have compiled the accompanying forecasted operating budget of Fulton Square Condominium Association, Inc. for the first full year based upon full occupancy of two hundred nine (209) units, in accordance with attestation standards established by the American Institute of Certified Public Accountants. A compilation is limited to presenting in the form of forecast information that is the representation of management and does not include evaluation of the support for the assumptions underlying the forecast. We have not examined the forecast and, accordingly, do not express an opinion or any other form of assurance on the accompanying statements or assumptions. Furthermore, there will usually be differences between the forecasted and actual results, because events and circumstances frequently do not occur as expected, and those differences may be material. We have no responsibility to update this report for events and circumstances occurring after the date of this report. Duio tiM^k 4 -E^ ra Dugan Colthart & Zoch PA September 22, 2006 FULTON SQUARE CONDOMINiUM ASSOCIATION, INC. SCHEDULE OF MAINTENANCE FEES BASED UPONFULL OCCUPANCY OF 209 UNITS fN 2006 DOLLARS Unit Monthly Monthly Annual Annual Number of Petcentage Totsl Interest Maintenaace Maimenance Maintenace Unit Type Units Interest Units Per Unit Per Unit By Unit Type Affordable - 2 Bedroom Condominium 30 0.3520% 10.56% S 110 $ 1,315 S 39,450 Affordable - 3 Bedroom Condominium 27 0.4052% 10.94% 126 1,514 40,878 Market-2BedroomCoodominium 5l 0.4373% 22.30•A 136 1,634 83,318 -----Market3--Bdlfovm-P.ondomi^riam-----60^5'lY4°lo 3ff.68 a mr'-?T#;636'-"- Market - 3 Bedroom Townhome 29 0.6157^/. 17.86% 192 2,300 66,707 Market - 3 Bedroom Townhotne 12 0.6384% 7.66% 199 2,385 28,621 Totals 209 100.00% $ 373,610 See accountant's report The accompanying statement of assumption and rationale is an integral pait of this forecast 5 FULTON SQUARE CONDOMINIUM ASSOCIATION, INC. FORECASTED OPERATING BUDGET FOR THE ASSOCIATION BASED UPON FULL OCCUPANCY OF 209 UNITS IN 2006 DOLLARS GROUNDS, BUILDING AND RECREATIONAL MAINTENANCE: 1. Grounds maintenance $54,600 2. Electricity 12,414 3. Sprinkler system maintenance 8,250 4. Repairs and maintenance 14,350 5. Salaries 49,600 6. Rubbish removal 17,242 7. Fire alarm/security monitoring 18.480 TOTAL GROUNDS AND BUILDING MAINTENANCE 174,936 TOTAL ANNUAL OPERATING BUDGET 286.853 TOTAL ANNUAL REPLACEMENT RESERVES-NOTE 4 86,757 TOTAL BUDGET (Operating and Reserve) 3 610 See accountant's report. The accompanying statement of assumptions and rationale is an integral part of this forecast. EDGEW00I ?ROPERTIES November 30, 2006 Midlantic Property Management Attention: Diane 315 Raritan Avenue Highland Park, New Jersey 08904 Re: Fulton Square Condominium Association, Inc. New Brunswick, New Jersey Dear Diane: As per your request, enclosed herewith find the following: 1. Second Amended and Restated Public Offering Statement, which contains the proposed budget. 2. Site plan with addresses of the units. 3. List of affordable and ntarket units at the site. If you have any questions, please contact me in regard to same. Very truly yours, Fu1t^Urban Renewal, LLC By: Doris E. Soltis Closing Department dms Encs. Federal Express Corporate Headquarters Southern Division 1260 Stelton Road, Piscataway, NJ 08854 9000 Colby Drive, Fort Myers, FL 33919 Ph: 732.985.1900 • Fax: 732.985.5588 Ph: 239.415.7900 • Fax: 239.415.7902 EXCELLENCE I N L I V I N G www.edgewoodprop.com All of the land and improvernents thereon located in the municipality of New Brunswick, in the County of Middlesex, State of New Jersey, described more specifically as Block No. 296.01, Lot 1.01 C_ and known by the street address: , New Brunswick, New Jersey. Article 4. WAIVER OF FORMAL ACTS The Owner waives its right to require the Municipality to do any of the following before enforcing its rights under this Note: 1. To dentand payment of amount due (known as Presentment). 2. To give notice that amounts due have not been paid (known as Notice of Dishonor). 3. To obtain an official certificate of non-payment (known as Protest). Article 5. RESPONSIBILITY UNDER NOTE All Owners signing this Note are jointly and individually obligated to pay the amounts due and to abide by the terms under this Note. The Municipality may enforce this Note against any one or more of the Owners or against all Owners together. The Owner agrees to the terms of this Note by signing below. ACKNOWLEDGEMENT Owner acknowledges receipt of a true copy of the Mortgage and this Note at no charge. Dated: WITNESS/ATTEST: By: Signature (Owner) By: Signature (Co-Owner) STATE OF NEW JERSEY )) ss.: COUNTY OF ) On this the day of , 20_ before me came , who acknowledges and makes proof to my satisfaction that she is the Owner named within this Note, and that she has executed said Note for the purposes set forth therein, sworn to and subscribed by her in my presence on this date. Swom to and subscribed before tne this the day of , 20_. A Notary Public/Attorney of the State of New Jersey HOUSING AFFORDABILITY SERVICE NEW JERSEY HOUSING AND MORTGAGE FINANCE AGENCY 637 South Clinlou Avenue P.O. Box 15550 Tren[on, NJ 086500.2085 FORM OF RECAPTURE MORTGAGE NOTE (APPENDIX N) IN FAVOR OF MUNICIPALITY, REQL7IRED BY SECTION 5:80-26.5(c) State of New Jersey Department of Community Affairs Housing and Mortgage Finance Agency NEW BRUNSWICK Recapture Mortgage Note In Connection With Payment of Amounts Due Upon First Non-Exempt Sale After Expiration of Control Period THIS NOTE is dated as of . For value received (referred to "Owner") promises to pay to the CITY OF NEW BRUNSWICK, which has its principal offices at 78 Bayard Street, New Brunswick, New Jersey 08901 (tbe "Municipality'), the amounts specified in this Note and promises to abide by the terms contained below. Article 1. REPAYMENT MORTGAGE As security for the paynlent of amounts due under this Note and the performance of all promises contained in this Note, the Owner is giving the Municipality a "Repayment Mortgage To Secure Payment of Amounts Due Upon First Non-Exempt Sale After Expiration of Control Period" (the "MORTGAGE"), dated of even date, of the property described below (the 'PROPERTY"). The Mortgage covers real estate owned by the Owner. The Mortgage will not be subordinate, and will not be subordinated by the Municipality, to any mortgage, refinancing, equity loan, secured letter of credit, or any other obligation secured by the Property, except with respect to (a) any such obligation which was duly recorded prior to the recording hereof, and (b) any such obligation which, when added to all other such obligations recorded against the Property, shall result in total debt secured by the Property being an amount less than the maximum resale price (MRP) that would be applicable were the Control Period still in effect, as those terms are defined in Article 2 of the Mortgage. Article 2. OWNERS PROMISE TO PAY AND OTHER TERMS Upon the first non-exempt sale of the Property after the date of this Note, the Owner, or the heir, successor or assignee of the Owner then selling the Property, shall pay the sum of $[insert amount determined pursuant to N.J.A.C. 5:80-26.5(c)] to the Municipality. The obligation evidenced by this note shall not accrue interest. Article 3. PROPERTY DESCRIPTION EXHIBIT 9D Repayment Mortgage to Secure Payment of Amounts Due Upon First Non-Exempt Sale After Expiration of Control Period Article 10. SUBORDINATION This Mortgage will not be subordinate, and will not be subordinated by the Municipality, to any mortgage, refmancing, equity loan, secured letter of credit, or any other obligation secured by the Property, except with respect to (a) any such obligation which was duly recorded prior to the recording hereof, and (b) any such obligation which, when added to all other such obligations recorded against the Property, shall result in total debt secured by the Property being an amount less than the maximum resale price that would be applicable were the Control Period still in effect. Article 11. SUBSEQUENT OWNERS This Mortgage shall not be released, with respect to any subsequent owner who acquires the property through an exempt transfer unless the transferee shall execute a note and mortgage in the form of the Note and this Mortgage, and the same has been duly recorded. Article 12. AMENDMENTS No aniendment or change to the Note and this Mortgage may be made, except in a written document signed by both parties and approved by the administrative agent appointed pursuant to N.J.A.C. 5:80-26.1 et seq.. Article 13. SIGNATURES By executing this Mortgage on page 3, hereof, the Owner agrees to all of its terms and conditions. Article 14. ACKNOWLEDGEMENT The Owner acknowledges receipt of a true copy of this Mortgage, at no charge to the State. IN WITNESS WHEREOF, the Owner(s) has executed this Mortgage for the purposes stated herein. WITNESS/ATTEST: Signature of (Owner) Signature (Co-Owner) STATE OF NEW JERSEY )) ss: COUNTY OF BE IT REMEMBERED, that on this the day of , 20_, the subscriber appeared personally before me (If more than one person signed the foregoing mortgage and appeared before me, the words "the subscriber" and "the Owner" shall include all such persons)and who, being duly sworn by me, deposed and made proof to my satisfaction (i) that helshe is the Owner nanied in the foregoing mortgage and (ii) and that he/she has executed said mortgage with respect to the Property and for the purposes described and set forth therein. Sworn to and subscribed before me, on the date set forth above. NOTARY PUBLIC 4 Article 4. RIGHTS GIVEN TO MUNICIPALITY The Owner, by mortgaging the Property to the State, gives the Municipality those rights stated in this Mortgage, and all the rights the law gives to the Municipality under Uniform Housing Affordability Controls, which are found in New Jersey Administrative Code at Title 5, chapter 80, subchapter 26 (N.J.A.C. 5:80-26.1, et seq). The rights given to the Municipality are covenants running with the land. The rights, terms and restrictions in this Mortgage shall bind the Owner and all subsequent purchasers and owners of the Property, and the heirs and assigns of all of them Upon performance of the promises contained in Note and Mortgage, the Municipality will prepare and deliver to the then current owner of record a quitclaim deed or other document of release. Article 5. DEFAULT The Municipality may declare the Owner in default on this Mortgage and on the Note if: 1. The Owner attempts to convey an interest in the Property without giving prior written notice to the Municipality; 2. The ownership of the Property is changed for any reason other than in the course of an exempt sale; 3. The Owner fails to make any payment required by the Note; 4. The holder of any lien on the Property starts foreclosure proceedings; or 5. Bankruptcy, insolvency or receivership proceedings are commenced by or against the Owner. Article 6. MUNICIPALITY'S RIGHTS UPON DEFAULT If the Municipality declares that the Note and this Mortgage are in default, the Municipality shall have all of the rights given by law or set forth in this Mortgage. Article 7. NOTICES ALL NOTICES MUST BE IN WRITING AND PERSONALLY DELIVERED OR SENT BT CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE ADDRESSES GIVEN IN THIS MORTGAGE. ADDRESS CHANGES MAY BE MADE UPON WRITTENNOTICE, MADE IN ACCORDANCE WITH THIS ARTICLE 7. Article 8. NO WAIVER BY MUNICIPALITY The Municipality may exercise any right under this Mortgage or under any law, even if the Municipality has delayed in exercising that authority, or has agreed in an earlier instance not to exercise that right. The Municipality does not waive its right to declare the Owner is in default by making payments or incurring expenses on behalf of the Owner. Article 9. EACH PERSON LIABLE The Mortgage is legally binding upon each Owner individually and all their heirs, assigns, agents and designees who succeed to their responsibilities. The Municipality may enforce any of the provisions of the Note and of this Mortgage against any one or more liable individual. HOUSING AFFORDABn,rrY SERVICE NEW JERSEY HOUSING AND MORTGAGE FINANCE AGENCY 637 South Clin[on Avcuuc P.O. Boa 18550 7twton, NJ 08650-2085 MORTGAGE (APPENDIX 0) SECURING PAYMENT OF RECAPTURE NOTE IN FAVOR OF THE MUNICIPALITY, REQUIRED BY SECTION 5:80-26.5(c) State of New Jersey Department of Community Affairs New Jersey Housing and Mortgage Finance Agency CITY OF NEW BRUNSWICK Affordable Housing Program Repayment Mortgage To Secure Payment of Amounts Due Upon First Non-Exempt Sale After Expiration of Control Period THIS MORTGAGE, made on this _ day of , 20^ by and between with an address of New Brunswick, New Jersey (the "OWNER") and THE CITY OF NEW BRUNSWICK, which has its principal offices at 78 Bayard Street, New Brunswick, New Jersey 08901 (the "Municipality"), in connection with the Property, as described herein. Article 1. REPAYMENT MORTGAGE NOTE In consideration of value received, the Owner has signed a Recapture Mortgage Note (the "Note") dated of even date. The Owner promises to pay to the State amounts due under the Repayment Mortgage Note, and to abide by all obligations contained therein. Article 2. MORTGAGE AS SECURITY FOR AMOUNT DUE This Mortgage is given to the Municipality as security for the payment required to be paid upon the first non- exempt sale of the Property, as provided under the rules of the New Jersey Housing and Mortgage Finance Agency set forth in N.J.A.C. 5:80-26.1 et seq. Upon the first non-exempt sale of the Property after the date of this Note, the Owner, or the heir, successor or assignee of the Owner then selling the Property, shall pay the sum of $[insert amount determined pursuant to N.J.A.C. 5:80-26.5(c)] to the Municipality. The obligation evidenced by this note shall not accrue interest. Article 3. PROPERTY DESCRIPTION All of the land and improvements thereon located in the municipality of New Brunswick in the County of Middlesex, State of New Jersey, described more specifically as Block No. 296.02, Lot 1.01 C , and known by the street address: New Brunswick, New Jersey (hereinafter the "Property"). EXHIBIT 9C Recapture Mortgage Note in Connection with Payments of Amounts Due Upon First Non-Exempt Sale After Expiration of Control Period has been certified to rent my rental apartment in writing by Housing Affordability Service of the New Jersey Housing And Mortgage Finance Agency (Adnrinistrative Agent). Furthermore, I know that the rent I am allowed to charge a tenant is limited by law, and is announced each year by Housing Affordability Service of the New Jersey Housing And Mortgage Finance Agency (Adnunistrative Agent). I know that it is my responsibility to find out what is the maximum rent I am allowed to charge by calling Housing Affordability Service of the New Jersey Housing And Mortgage Finance Agency (Administrative Agent). I know that I am required to send copies of all leases with my tenants to Housing Affordability Service of the New Jersey Housing And Mortgage Finance Agency (Administrative Agent). 8. 1 know that I am not allowed to make any improvements to my home unless they have been approved in writing by Housing Affordability Service of the New Jersey Housing And Mortgage Finance Agency (Administrative Agent). 9. Finally, I]rnow that if I break any of these rules I will be breaking the law, and that I will be subject to penalties provided by law, including having to pay fines and possibly losing my home. Signature of Owner Signature of Co-Owner BE IT REMEMBERED, that on this the day of , 20_ the signer of this Certificate appeared personally before me and who, being duly swotn by me, deposed and made proof to my satisfaction (i) that he/she is the Purchaser of the Affordable home that is identified as said Purchaser in the foregoing Certificate, and (ii) and that he/she has executed said Certificate with respect to the purchase of the property described in the Certificate and for the purposes described and set forth therein. Swom to and subscribed before me, on the date set forth above. NOTARY PUBLIC T such mortgages. No such agreement, document, amendment or supplement shall revoke or ; diminish the delegation of any power or duty of the Board. (c) Dtrration. The powers of attomey aforesaid are expressly declared and acknowledged to be coupled with an interest in the subject matter hereof and the same shall run with the title to any and all Units and be binding upon the heirs, personal representatives, successors and assigns of any of the foregoing parties. Further, said powers of attorney shall not be affected by the death or disability of any principal and are intended to deliver all right, tit;e and interest of the principal in and to said powers. Said powers of attomey shall be vested in the Developer, its successors and assigns, until (i) it constructs and effectuates the initial conveyance of all Units; or (ii) the expiration of the foregoing seven (7) year period, whichever shall first occur. Thereafter, said powers of attorney shall automatically vest in 1c the Association on a perpetual basis and may be exercised by the Board. J 9.03. Develooer's Prohibited Votine. Unless approved by at least two-thirds (2/3) in interesl of the Owners other than the Developer, the Developer shall not be permitted to cast any votes held by it for unsold Units for the purpose of amending this Master Deed, the By-Laws or any other document for the purpose of changing the permitted use of a Unit or the purpose of reducing the Common Elements or facilities. The Developer shall not be entitled to cast its vote for any unsold Units in the election of inembers to the Board of Directors during the period of Developer control of the Board and thereafter, unless at least two (2) years has \ elapsed since the Developer has sold and conveyed a Unit in the ordinary course of business. 9.04. Association's Power of Attorney. By acceptance of a deed to any Unit or by the acceptance of any other legal or equitable interest in the Condominium, each and every such contract purchaser, Owner, mortgagee, or other lienholder or party having a legal or equitable interest in the Condominium does automatically and irrevocably name, constitute, appoint and confirm the Association as attorney-in-fact for the following purposes: (i) to acquire title to or lease any Unit whose owner desires to surrender, sell or lease same in the name of the Association or its designees, corporate or otherwise, on behalf of all Owners to convey, sell, lease, mortgage (but not to vote the votes appurtenant thereto) or otherwise dispose of any such Units so acquired or to sublease any Units so leased by the Association; and (ii) to prepare, execute and record any amendments to the Master Deed required or contemplated by Articles IX, XIII and XV hereof. ARTICI.,E X RESTRICTIONS 10.01. Covenants and Restrictions Applicable to the Prouertv. The following covenants and restrictions are imposed upon by the Property subject to this Master Deed: (a) To the extent that equipment, facilities and fixtures, within any Unit(s) shall be connected to similar equipment, facilities or fixtures effecting or serving the Common Elements or other Units, then the use thereof by the individual Owners shall be subject to this Master Deed, the By-Laws and the Rules and Regulations of the Association. (b) The Common Elements shall be used only for the furnishing of the services and facilities for which they are reasonably intended and suited and which are incidental to the use and t^ occupancy of the Units. (c) No Unit Owner shall have the right to mortgage or encumber his Unit, unless such mortgage or encumbrance is a Permitted Mortgage, No other mortgages or encumbrances shall be permitted without the prior written consent of the Board. i -17- 847311.01 605735PG424 ,., ^ (d) All property taxes, special assessments and other charges imposed by any taxing authority are to be separately assessed against and collected on each Unit as a single parcel, as provided by the New Jersey Condominium Act. In the event that for any year such taxes are not separately taxed to each Unit, but are taxed on the Property as a whole, then each Unit Owner shall pay his proportionate share thereof based upon its respective obligation for payment of Common Expenses. (e) Each Unit Owner shall pay for his own telephone, gas, electric, water, cable, satellite television and other utilities which are separately metered or billed to each Unit by the respective company providing such services. Utilities or other services which are nol separately metered or billed or which serve the Common Elements shall be treated as part of the Common Expenses, (f) No Unit erected shall be used or rented for transient or hotel purposes, which shall be defined as (i) rental for any period less than one (1) year; or (ii) any rental where the occupants of the Unit are provided customary hotel services such as room service for food, beverages, maid service, fumishing laundry and linen and bellboy service; provided, however, that any Unit Owner may rent a Unit for less than one (1) year to a contract purchaser, but in no event for transient or hotel purposes. No Unit Owner may lease less than the entire Unit. Copies of all leases executed by a Unit Owner, other than the Developer, must be furnished to the Association prior to the commencement of the term thereof. Other than the foregoing obligations, Owners shall have the right to lease the Unit provided said lease is in writing and is made subject to all of the provisions of this Master Deed and the By-Laws of the Association and other documents refecred to herein, including the right of amendment reserved to Developer, and provided further, that any failure of the lessee to fully comply with the terms and conditions of such documents shall constitute a default under the lease. No leasing shall, however, relieve the Unit Owner from his obligations hereunder and he shall remain primarily responsible therefor. In the event a tbnant of a Unit Owner fails to comply with the provisions hereof, and the By- Laws or Rules and Regulations of the Association, in addition to all other remedies which it may have, the Association shall notify the Unit Owner of such violation and demand that same be remedied through the Owner's efforts within thirty (30) calendar days after such notice. If such violation is not remedied within such thirty (30) day period, the Unit Owner shall immediately thereafter, at his cost and expense, institute and diligently prosecute eviction against such tenant on account of such violation. (g) No Unit Owner (other than the Developer) may make any structural additions, alterations or improvements within his Unit or in or to any Common Elements nor impair any easement without the prior written approval of the Board, nor without all required govemmental permits and approvals. Despite the foregoing, while the Developer maintains a majority on the Board, it sball make no additions, alternations, improvements or purchases which would necessitate a Special Assessment or a substantial increase in the Annual Common Expense Assessment unless required by a govemment agency having jurisdiction over the Property, a title insurance company, or Institutional Lender for a mortgage which encumbers the Property, or in the event of an emergency. The Board shall have the obligation to answer any written request received by it from a Unit Owner for approval of a proposed structural addition, alteration or improvement to his Unit within forty-five (45) calendar days after the receipt of such request, and a failure to do so within the stipulated time shall constitute a denial of the proposal. Any application to any municipal authority for a permit to make such an addition, alteration or improvement must -18- 847311,0 1 B05735P6025 ^ be reviewed by the Board and, if approved, shall be executed by the Board and may then be submitted to the appropriate municipal authorities by the Owner. Such approval, however, shall not incur any liability on the part of the Association to any contractor, subcontractor, or materialman on account of such addition, alteration or improvement, or to any person having any claim for injury to persori"br damage to property arising therefrom. The Owners shall furnish the Board with a copy of any such permit which he has procured. The provisions of this subparagraph shall not apply to Units owned by the Developer until such Units have been initially sold and conveyed by the Developer. Despite the foregoing, nothing herein shal] be construed to prohibit compliance with the Fair Housing Amendments Act of 1988 nor the reasonable adaptation of any Unit for use by a disabled resident. (h) No animal of any kind shall be kept or bred in any Unit or anywhere else within the Condominium, except that dogs, cats or other household pets are permitted, provided that there may be no more than two (2) such pets per Town Home and no more than one (1) such pet per Garden Home, that such pets are not kept, bred or maintained for any commercial purpose, that such pets weigh less than twenty-five (25) pounds, that such pets are housed within the dwelling and abide by all applicable ordinances. No outside pens, runs or yards shall be permitted. All residents of dwellings and their guests, invitees, ^ agents and others who allow or permit their pets in their charge to defecate upon any exterior portion of the Condominium including a designated pet walk area, if any, or upon any public roadway within the Condominium, shall immediately thereafter remove from such exterior portion of the Condominium, or from such pet walk area or public roadway, any and all excrement left by the pet and dispose of it as soon as possible in a sanitary fashion, All residents of dwellings, guests, invitees, agents and others shall accompany the pet in their charge at all times, shall keep the pet on a leash, and shall carry with them al such time any devices necessary to remove the pet excrement, which removal shall be ^ done immediately. Each Unit Owner shall be responsible for the conduct of his family, pet, guest, occupant or visitor. (i) No portion of the Common Elements or other portion of the Property shall be used or maintained for the dumping of rubbish or debris, except, in receptacles provided or approved by the Association. Trash, garbage or other waste from individual Units shall be kept in sanitary containers for collection by the applicable haulers. (j) No clothes, sheets, blankets, or laundry of any kind or other articles shall be hung or displayed on the outside of windows or placed on the outside of window sills or walls of any dwelling or in any parking areas on any exterior portion of the Condominium. No signs or displays of any kind (including for rent and for sale signs) shall be displayed, shown or put in any window of any dwelling or installed within the Condominium except for (i) identification and directional signs constructed by the Developer or its successor in title or (ii) signs displayed by the Developer for sales, leasing, or exhibition purposes while any Units remain unsold within the Condominium. No balcony enclosure, canopies, shutters or, radio or television antenna, aerial or satellite dish shall be erected, displayed, shown, put in any window or installed within the Condominium, except as permitted by applicable law. (k) No Unit Owner (other than Developer) shall have the right to install or build an exterior deck appurtenant to his Unit without the prior approval of the Board, and appropriate governmental authorities. - l 9- B47}11.01 g05735PG020 (I) No vehicles of a size larger than a panel truck and no mobile home, recreation vehicle, boat, boat trailer, commercial pick up truck or commercial van, truck cabs, inoperable vehicle, or the like, shall be parked on any part of the Condominium, except those construction, delivery or service vehicles that are temporarily within the Condominium for the purpose of servicing the Condominium or any of the Units, shall be permitted. All vehicles within any part of the Condominium must be properly registered, inspected, insured and operable at all times. Residents who own, lease, or otherwise possess prohibited vehicles shall arrange to park or store them off the Property or park them within their respective garages at all times that such vehicles maybe brought unto the property. There shall not be parking on any roadways, except in designated parking spaces. (m) No accessory buildings or structures are permitted anywhere within the Condominium including, but not limited to, tool sheds and greenhouses. (n) Except for those installed or planted by the Developer, no fences, structures, hedges, bushes, trees or plants or other obstructions shall be permitted within the Condominium without the prior written approval of the Board in accordance with the standards promulgated by the Board and the requirements of the City of New Brunswick. (o) There shall be no obstruction of the Common Elements nor shall anything be stored in or upon the Common Elements without the prior consent of the Board. The use by a Unit Owner of any designated storage area which is a Limited Common Element appurtenant to his Unit shall be prescribed by the Rules and Regulations promulgated by the Board of Directors. (p) Nothing shall be done or kept in any Unit or in or upon the Common Elements which will increase the rates of insurance of any Building or the contents thereof beyond the rates applicable for the Units, without the prior written consent of the Board. No Unit Owner shall permit anything to be done or kept in his Unit or in or upon the Common Elements which shall result in the cancellation of insurance of any Building or the contents thereof, or which will be in violation of any law. (q) No exterior loudspeakers, other than as contained in portable radios or television sets shall be permitted, nor shall unshielded floodlights be installed in any exterior area of any Unit or any deck appurtenant thereto without the permission of the Board. (r) hi order to provide an orderly procedure in the case of title transfers and to assist in the maintenance of a current, up to date roster of Owners, each Unit Owner shall give the Secretary of the Association timely notice prior to a transfer (sale) of his Unit. Said notice shall notify the Secretary of the names and home addresses of the purchasers. (s) No unlawful use shall be made of any Unit and all laws, zoning ordinances and regulations of all government bodies having jurisdiction thereover shall be observed. (t) All Units must be heated to the extent necessary to prevent damage from freezing temperatures during the months of October through April, inclusive, regardless of whether or not occupied. Any Unit Owner failing to so heat his Unit shall be obligated..to pay a Remedial Assessment for the costs of any damage caused to any portion of the Condominium due to his neglect, or if such damage is insured by the Association for any -20- 847311.0I aa5735PG027 HOUSWG AFFORDABH.TTY SERVICE NEW JERSEY HOUSING AND MORTGAGE FAIANCE AGENCY 637 SouW Clinton Avenue P.O. Box 18550 Trenton, NJ 08650-2085 CERTIFICATE (APPENDIX J) FOR APPLICANTS CERTIFIED TO OWNERSHIP UNIT, REQUIRED BY SECTION 5:80-26.18(c)(2) CERTIFICATE FOR APPLICANT CERTIFIED TO AN OWNERSHIP UNrr SUBJECT TO AFFORDABLE HOUSING RESTRICTIONS My name is and I am making this certificate in connection with my certification to purchase New Brunswick, Middlesex County, New Jersey, a home provided under the New Jersey Affordable Housing Program. I am aware, as the purchaser of an Affordable Home, that from this date until the expiration date, which will be determined by the municipality and will not be before , 20_, I have to follow the rules and requirements that are listed below: 1. I am allowed to sell my home only a person or a family who is part of the Affordable Housing Program, and who has been certified, like I have been, in writing by Housing Affordability Service of the New Jersey Housing And Mortgage Finance Agency (Adnvnistrative Agent). 2. The price for which I can sell my house is limited by law, and may be much less than the sale prices of other homes similar to mine, but which are not part of the Affordable Housing Program. 3. I cannot take out any loans of any kind secured by my house (a "mortgage loan") unless my plans to get the loan are approved by Housing Affordability Service of the New Jersey Housing And Mortgage Finance Agency (Administrative Agent) before I sign any loan papers. The total amount of mortgage loans I am allowed to have is limited by law. 4. I know that I am required to live in my house, and that I cannot rent it out to any other person, not even to members of my family. If I have a temporary need to move away that is not my fault, such as if my employer is temporarily sending me to a work place a great distance from my home, or if I am being called up for military service, I should call Housing Affordability Service of the New Jersey Housing And Mortgage Finance Agency (Administrative Agent) (ph 609.278-7400) and ask for a "temporary waivet" of this rule. It is up to Housing Affordability Service of the New Jersey Housing And Mortgage Finance Agency (Adniinistrative Agent) whether I get a temporary waiver. 5. If my home is a two-family home, I know that I am allowed to rent the rental apartment in my home only to a person or to a family who is part of the Affordable Housing Program, and who EXHIBIT 9B Certificate for Applicant Certified to an Ownership Unit Subject to Affordable Housing Restrictions MANDATORY DEED FORM FOR OWNERSHIP UNITS Deed - New Construction To State Regulated Property With Covenants Restricting Conveyance And Mortgage Debt THIS DEED is made on this the _ day of , 20_ by and between FULTON SQUARE URBAN RENEWAL, L.L.C., a New Jersey limited liability company, having an office at 1260 Stelton Road, Piscataway, New Jersey 08854 ("Grantor") and ("Grantee"). Article 1. Consideration and Conveyance In return for payment to the Grantor by the Grantee of Dollars ($ ), the receipt of which is hereby acknowledged by the Grantor, the Grantor hereby grants and conveys to the Grantee all of the land and improvements thereon as is more specifically described in Article 2 hereof (the "Property"). Article 2. Description of Property The Property consists of all of the land, and improvements thereon, that is located in the City of New Brunswick, County of Middlesex, State of New Jersey, and described more specifically as Block No Lot No. , and known by the street address: New Brunswick, New Jersey Article 3. Grantor's Covenant The Grantor hereby covenants and affirms that Grantor has taken no action to encumber the Property. Article 4. Affordable Housing Covenants Sale and use of the Property is governed by regulations known as the Uniform Housing Affordability Controls, which are found in New Jersey Administrative Code at Title 5, chapter 80, subchapter 26 (N.J.A.C. 5:80-26.1, et seq., the "Regulations"). Consistent with the Regulations, the following covenants (the "Covenants") shall run with the land for the period of time commencing upon the earlier of (a) the date hereof or (b) the prior commencement of the "Control Period", as that term is defined in the Regulations, and terminating upon the expiration of the Control Period as provided in the Regulations. In accordance with N.J.A.C. 5:80-26.5, each restricted unit shall remain subject to the requirements of this subchapter, the "Control Period," until the municipality in which the unit is located elects to release the unit from such requirements. Prior to such a municipal election, a s49m2.m restricted unit must remain subject to the requirements of this subchapter for a period of at least 30 years; provided, however, that units located in high-poverty census tracts shall remain subject to these affordability requirements for a period of at least 10 years: A. The Property may be conveyed only to a household who has been approved in advance and in writing by the Administrator of the City of New Brunswick, an administrative agent appointed under the Regulations (the "Administrative Agent"). B. No sale of the Property shall be lawful, unless approved in advance and in writing by the Administrative Agent, and no sale shall be for a consideration greater than maximum permitted price ("Maximum Resale Price", or "MRP") as determined by the Administrative Agent. C. No refinancing, equity loan, secured letter of credit, or any other mortgage obligation or other debt (collectively, "Debt") secured by the Property, may be incurred except as approved in advance and in writing by the Adniinistrative Agent. At no time shall the Administrative Agent approve any such Debt, if incurring the Debt would make the total of all such Debt exceed Ninety-Five Percent (95%) of the applicable MRP. D. The owner of the Property shall at all times maintain the Property as his or her principal place of residence. E. Except as set forth in Section F, below, at no time shall the owner of the Property lease or rent the Property to any person or persons, except on a short-term hardship basis as approved in advance and in writing by the Administrative Agent. F. If the Property is a two-family home, the owner shall lease the rental unit only to income-certified low-income households approved in writing by the Adniinistrative Agent, shall charge rent no greater than the maximum permitted rent as determined by the Administrative Agent, and shall subnvt for written approval of the Administrative Agent copies of all proposed leases prior to having them signed by any proposed tenant. G. No improvements may be made to the Property that would affect its bedroom configuration, and in any event, no improvement made to the Property will be taken into consideration to increase the MRP, except for improvements approved in advance and in writing by the Administrative Agent. Article 5. Remedies for Breach of Affordable Housing Covenants A breach of the Covenants will cause irreparable harm to the Administrative Agent and to the public, in light of the public policies set forth in the New Jersey Fair Housing Act, the Uniform Housing Affordability Control rules found at N.J.A.C. 5:80-26, and the obligation for the provision of low and moderate-income housing. Accordingly, and as set forth in N.J.A.C. 5:80-26.10A(b): sa%-r2.at 2 A. In the event of a threatened breach of any of the Covenants by the Grantee, or any successor in interest or other owner of the Property, the Administrative Agent shall have all remedies provided at law or equity, including the right to seek injunctive relief or specific performance. B. Upon the occurrence of a breach of any Covenants by the Grantee, or any successor in interest or other owner of the Property, the Adntinistrative Agent shall have all remedies provided at law or equity including but not Iimited to forfeiture, foreclosure, acceleration of all sums due under any mortgage, recouping of any funds from a sale in violation of the Covenants, diverting of rent proceeds from illegal rentals, injunctive relief to prevent further violation of said Covenants, entry on the premises, those provided under Title 5, Chapter 80, Subchapter 26 of the New Jersey Administrative Code and specific performance. Article 6. Additional Covenants This Unit is situated in Fulton Square Condominium (the "Condominium"), together with an undivided percentage interest in the Common Elements of the Condominium (the "Unit"). The conveyance evidenced by this Deed is made under the provisions of and is subject to the New Jersey Condominium Act (N.J.S.A. 46:8B-1 et se . and the Planned Real Estate Development Full Disclosure Act (N.J.S.A. 45:22A-21 et se ., as amended, and any applicable regulations adopted under either law. The conveyance evidenced by this Deed is also made in accordance with the terms, liniitations, conditions, covenants, restrictions, easements, agreements and other provisions set forth in that Master Deed for Fulton Square Condominium, dated , 20_ and recorded , 20_ in the Office of the Clerk of Middtesex County in Deed Book , at Page , as same may now or hereafter be lawfully amended. The Unit is subject to the Master Deed for the Condominium, and all its exhibits, including all easements, terms, conditions, reservations, rights-of-way, air rights, covenants of record, governmental statutes, ordinances and regulations, possible added assessments for the year of sale as set or levied under N.J.S.A. 54:4-63.1 et se . and all facts that an accurate.survey may disclose. This Unit Deed entities the Grantee to have and to hold the Unit for its proper use and benefit forever as described in this document. The Grantor covenants that the Grantor has done nothing which encumbers or adversely affects title to the Unit or the Common Elements of the Condominium. By the acceptance of this Deed, the Grantee consents to any future amendments or revisions of the Master Deed or the By-Laws of the Association (the "Condominium Documents") which are required: (a) by applicable statutes, regulations, ordinances or orders of any govemmental jurisdiction over the lands that are proposed for incorporation or are incorporated as part of the Condominium or the Condominium itself; (b) required by any title insurance company licensed to do business in the State of New Jersey insuring or proposing to insure title to the lands that are proposed for incorporation or are incorporated as part of the 84vmz.oi 3 Condominium or any Unit within the Condominium or proposing to insure title to the Condonrinium or any Unit within the Condominium; or (c) required by any Institutional Lender owning, holding, servicing, insuring, guaranteeing or proposing to provide, own, hold, service, insure, guarantee or acquire a first mortgage loan(s), the lien(s) of which will encumber (a) Unit(s) within the Condominium. If an amendment is required for any one of the reasons described above, then the Grantee expressly agrees that the Grantor is authorized, on behalf of the Grantee, to sign and record any document necessary to make the amendment effective. This authority is called a power of attorney and the Grantor, in exercising this authority, is referred to as the Grantee's attomey-in- fact. By signing this Deed, the Grantee designates the Grantor as having this authority. This power of attorney will be binding upon anyone who claims an interest in the Unit by or through the Grantee, such as a mortgagee, other lienholders, a purchaser, a tenant or someone with an interest acquired through a will or by operation of law. If an amendment is required for one of the reasons expressed, only the signature of the attorney-in-fact is required in order for the amendment to be effective. However, the Grantor may not exercise its authority as attomey-in- fact without a separate written consent of the Grantee if the amendment would substantially change the floor plan of the Unit, change the percentage interest in the Common Elements associated with the Unit, increase the financial obligations of the Grantee under the Condominium Documents, or reserve any additional special privileges for the Grantor. The Grantee declares and acknowledges that this power of attorney is coupled with an interest in the subject matter. The Grantee understands that the Grantor has caused the Condominium Documents to be adopted, recorded and binding on the owners of all Units in the Condominium for the mutual benefit of the owners of all Units, including the Grantor. The Grantor, as the Developer of the Condominium, the initial seller of all Units and the present owner of Units has an interest in the Condominium and in the amendment of the Condominium Documents under the circumstances described. For this reason, this power of attorney may not be revoked by the Grantee. The power of attomey will be effective for a period of seven (7) years from the date of the first conveyance of a Unit to an individual purchaser or until the sale and conveyance of the last Unit, whichever occurs first. The power of attomey shall not be affected by the death or disability of any principal. 849072.01 4 EXECUTION BY GRANTOR Signed by the Grantor on the date hereof. If the Grantor is a corporation, this Deed is signed by a corporate officer who has authority to (a) convey all interests of the corporation that are conveyed by this Deed, and (b) to bind the corporation with respect to all matters dealt with herein. Signed, sealed and delivered in the presence of or attested by: [ seal ] [seal] [seal] [seal] aavm2.o1 5 CERTIFICATE OF ACIKNOWLEDGEIVIENT OF INDIVIDUAL STATE OF NEW JERSEY : :SS COUNTY OF BE IT REMEMBERED, that on this day of , 20_ before me the subscriber, personally appeared , who by me duly sworn on his oath, deposed and makes proof to my satisfaction that he is the Managing Member of FULTON SQUARE URBAN RENEWAL, L.L.C., the owner of the lands described and the Developer named in the within instrument and thereupon he acknowledged that he executed, signed, sealed and delivered said instrument as and for his voluntary act and deed and that of the said limited liability company for the uses and purposes thereof. Swom to and subscribed before me, as of the date aforesaid. CERTIFICATE OF ACKNOWLEDGEMENT BY INDIVIDUAL STATE OF NEW JERSEY : :SS COUNTY OF I am either (check one) ___ a Notary Public or _ a , an officer authorized to take acknowledgements and proofs in the state of New Jersey. I sign this acknowledgement below to certify that it was executed before me. On this the _ day of 20_ , appeared before me in person. (If more than one person appears, the words "this person" shall include all persons named who appeared before the officer making this acknowledgement). I am satisfied that this person is the person named in and who signed this Deed. This person also acknowledged that the full and actual consideration paid or to be paid for the transfer of title to realty evidenced by this Deed, as such consideration is defined in P.L. 1968, c. 49, sec. 1(c), is $ Officer's signature: Sign above, and print stamp or type name below s49m2.m 6 EXHIBIT 6 Affidavit of Title FULTON SQUARE CONDOMINIUM SELLER'S AFFIDAVIT OF TITLE STATE OF NEW JERSEY ) ) SS: COUNTY OF MIDDLESEX ) JACK MORRIS and SHERYL WEINGARTEN-MORRIS, of full age, being duly swom according to law upon their oath, depose and say: 1. Position. We are the Managing Members of JSM AT FULTON STREET, LLC, the Managing Member of FULTON SQUARE URBAN RENEWAL, L.L.C., New Jersey limited liability company, named as grantor ("Grantor") in a certain deed about to be given to ("Grantee") dated embracing property known as Lot _; Block _, City of New Brunswick, County of Middlesex, State of New Jersey (the "Property"). 2. Age. The persons executing this affidavit are 18 years of age or older. 3. Transfer of Ownership. To the best of our knowledge, Grantor is the owner of the Property. Grantor received title to the Property from various sellers by deeds dated through May 26, 2005. Since then, no one has questioned Grantor's ownership of the Property. 4. Liens. There are no liens against the Property as a result of debts that Grantor owes or obligations Grantor has undertaken, except municipal real estate taxes for this year. A lien is a legal claim of another against property for the payment of a debt or the performance of an obligation. Examples of liens include, without linvtation, a judgment of a court for the payment of funds due, municipal taxes assessed against real property, and a mortgage on real property given as security for a transaction. 5. Fixtures and Personal Property. Grantor has fully paid for al] fixtures, equipment and personal property included in this transaction. 795692.01 6. Lawsuits. There are no pending lawsuits against Grantor in any court. We have not received notice of any lawsuits pending against Grantor. 7. Bankruntcy and Receivership. Grantor has never been declared bankrupt. No bankruptcy or insolvency proceedings have been started by or against Grantor. No receiver has been appointed to take possession of Grantor's property. No application for receivership is now pending against Grantor. 8. Tenancies. In this Affidavit, a tenancy is the right given to another to use and occupy all or part of real property for a period of time. Grantor has not given any present or future rights of tenancy in the Property to anyone. To the best of our knowledge, no one else has any present or future rights of tenancy in the Property. 9. Easements. An easement is a right given to another for specific and limited use of the property. An example is the easement given to an electric company to install underground cables through a property. Grantor has not given anyone any unrecorded easements affecting the Property. 10. Other Contracts. Grantor has not executed any other agreement to sell the Property to anyone else. Grantor has not given anyone else the option to buy the Property, nor has Grantor given the right of first refusal to another party to buy the Property. 11. Municipal Improvements. To the best of our knowledge, Grantor has obtained all required municipal certificates of occupancy or completion certificates for improvements made by Grantor to the Property. Grantor has not received notice that the Property is in violation of any housing, building, safety, health or fire regulation. -2- 795692.01 12. New Construction. Grantor has caused to be completed improvements on the Property within the last four months. There are no liens for materials funtished or labor perfonned during construction of the Property. 13. Certificate of Formation. The Certificate of Formation of the Grantor is in full force and effect and in compliance with the New Jersey Limited Liability Act, and there have been no changes in membership of the Grantor since the filing of the Certificate of Formation with the Treasurer of New Jersey on January 12, 2004. There are no other material amendments or supplements thereto. 14. Reliance. Grantor knows that Grantee is relying on the truth of statements made in this Affidavit. WITNESS: FULTON SQUARE URBAN RENEWAL, L.L.C., a New Jersey limited liability company SHERYL WEINGARTEN-MORRIS, JACK MORRIS, Managing Member Managing Member Sworn to and subscribed before me this ,day of , 20_ -3- 795692.01 RESOLUTION The undersigned, a Managing Member of FULTON SQUARE URBAN RENEWAL, L.L.C. ("Grantor"), a New Jersey limited liability company, hereby certifies that the following resolution was duly adopted at a special meeting of its Members held on 20 RESOLVED, that the Grantor be and is hereby authorized to convey the property ("Property") known as New Brunswick, New Jersey, in Fulton Square Condominium to ("Grantee") for a purchase price of AND BE IT FURTHER RESOLVED that JACK MORRIS and SHERYI. WEINGARTEN-MORRIS, the Managing Members of JSM AT FULTON STREET, LLC, the Managing Member of FULTON SQUARE URBAN RENEWAL, L.L.C. be and they are hereby authorized to execute a BARGAIN AND SALE DEED (With Covenants Against Grantor's Acts) on behalf of Grantor to the Grantee. AND BE IT FURTHER RESOLVED that the Managing Members of Grantor be and they are hereby authorized to execute an affidavit of title and to execute such other instruments as may be required in connection with this transaction. AND BE IT FURTHER RESOLVED that Grantor's attomey be and is hereby authorized to execute a RESPA, FNMA affidavit and such other instruments as may be required in connection with this transaction. IN WITNESS WHEREOF, I have hereunto signed this certification this day of 20_ BY: SHERYL WEINGARTPN-MORRIS, Managing Member 795692.0t EXHIBIT 7 Sample Title Policy THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK. .^:LTA OWN'81t'S POLICY 6l1187 kfw S/Al VI VLL FIRST AMERICAN'1'rTLE INSURANCE CoMPANY Residential Ownex"s Poliey of Title Insurance ,SCHFDUI.T A POLICY NUA18E& : Premium: .Amount of Insurance: Date ofPoiicy: OtSce Fy7e Number. 133 GLA 211993 1. Name of Insured: SAIvIPLE 2. Title to tbe estate or interest in the Fand is veated in tke hsux ed: By deed from Fulton Square Urban Renewal, LIrC, datod and recorded , in the Middtesex County Clerk/ltegftter's Offke in Deed Book Pgge ^ 3. The estate or interest in the land which is covered by tlds Policy is: Fee Sitnple 4. The land referred to in this PoTicy is In the City of Now Branswiok, County of Middlesex 8iate of New Jersey and is described as follows: SEE DESCRIPI',[ON PAGE ATT.A.CHED issued by: General Land Abstract Compul P.O. Be:327 Plamsboro, NJ 08536-0327 Telephope: (609) 951-9SO6 (732) 387.3636 ftm (609) ss1-00aa (73z) 297-4778 FIRST AMERICAN TITLE INSURANCE COMPANY Poliry NIumber. DESCRIPTION A.11 that certaiin Lot, piece or parced of Isnd, with tbe bugdlsgs and improvements thereon erectod, situate, lying aid being ia the City of New $nmswiclc, County of Middlesex Sfate of New .Tersey. Being S.nown and designated as Unit No. in Building together with an undivided %. inteaest in the Common elements as set forth in the Master Deed for Fulton Sqnare, a condominium, dated and recorded ia the OfCxoe of the Afiddlesex County Clerk/Regisier in Deed Book . Page as ssme may now or herea8er be lawfully amended. NOTE FOR INFORMATION ONLX: Being Lot(s) , Block , Taz Map of the City otNew ,Broaswiek, County of Mddlesex. Issued by: General Laad AbslaPBet Company P.O. Box 327 Pla9nsboro, NJ 08536-0327 Telepboue: (609) 951-9500 (732) 287-3636 Paz:(609)951-0044 (732) 287-4778 F'IRS'r AMERICAN 'I`ITLE INSURANCE COMPANY Sc`Fl'EnULE B Policy Nnmber: ETxCEPriONs In addition to the exclnsions, you are not isenred agaiud bss, cosb, attorneys' fees and expenses resuking irom: Essements, encroachments, overlaps boundary line disputes, or other matters affecft title which a survey would disclose, aad wl►ich are not shown by the public record. 2. Subsurface cond'Rions and/or encroaclnne:rts not disclosed by an inshument of record. (Same will appear on Fee Policy only.) Subject to 10' wide water line ea4ement recorded in Deed Book 1322 page 380. 4. Covenmts, conditions, restrletions and reservations as set forth in Deed Book 3490 page 255 and Deed Book 3665 page 328. 5. Subject to ternrs, conditions, easements, rights and reservet%ons as set forth in Deed Book 3734 Page 104; and Deed Modifyi,ng Easement in Deed Book 3793 Page 482. 6. Res[xictions in Deed Book 260 Page 86. Utility easement recorded in Deed Book 1421 Page 523. 8. Water main easement recorded in Deed Book 1322 Page 380. 9. Right of Way and P.asement A.geement recorded in Deed Book 2061 Page 252. 10. Right of Way end Easement ?.greement recorded in Deed Book 2120 Page 206. 11. Utility easement reoorded iu Deed Book 2410 Page 59. 12. Utility easetnent recorded In Deed Book 243 8 Page 793. 13. Subjeot to terms, conditions, covenants, restrictioas, easemoats, limitations and other pn7visions, as set fortCh in Master Deed and By-Laws for Fulton Squsre, a Condominium, recotded in Deed Book Page and any subsequent legal amendments tbereto. Tssued by_ Cenera! Land Abstract Company P.O. Box 327 Plainsboro, PiJ 0LS06-0327 Telephonet (609) 9519500 (732) 287-3636 Far. (609)951.-0044 (732) 257-4778 FIRST AMERICAN TITLE INSUBA,NCE COMPANY 14, Utilitp ease,ment iecorded in Deed Book 24i8 Page 403. 15. Utility easement recorded in Deed Book 2524 Page 448. 16. Utility oasement recorded in Deed Book 2539 Page 36. 17. Utility easemeni reeorded in Deed Book 2642 Page 327. 18. Rights of otfias to drain into or otherwise ntiliae the brook which crosses the subject land. (common area) COUNTER$IGNED .A,uthorized Signature Issued by: Geaneral Land AbstracE Company P.O. Boi 327 Plsmaboro, N.7 08536-0327 TelePhone:(609) 951-9500 (733)287-3636 Bar: (609) 951-0044 (732) 287-4778 EXHIBIT 8 Escrow Agreement and Down Payment Bond THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK. ESCROW AGREEMENT AGREEMENT made this 14th day of September, 2006, by and between FULTON SQUARE URBAN RENEWAL, L.L.C., a limited liability company of the State of New Jersey, having its principal place of business at 1260 Stelton Road, Piscataway, New Jersey 08854 (the "Developer"), STELTON TITLE AGENCY, LLC, having an office at 83 Morris Street, New Brunswick, New Jersey 08901 (the "Escrow Agent") and SELECTIVE INSURANCE COMPANY OF AMERICA (the "Insuror"). WITNESSETH: WHEREAS, the Developer has or will submit certain lands located in City of New Brunswick, Middlesex County, New Jersey, to the condominium fonn of ownership pursuant to the Master Deed for Fulton Square Condominium (the "Condominium"); and WHEREAS, the Developer intends to sell up to 41 Town Home Units and up to 168 Garden Home Units (collectively, the "Units") to be located within the Condominium; and WHEItEAS, the regulations issued pursuant to the Planned Real Estate Development Full Disclosure Act of the State of New Jersey (N,J.S.A. 45:22A-21 et seq. and N.J.A.C. 5:26-1.1 et seq.) (the "Regulations") require that all deposits or money paid under a contract or agreement relating to the sale of a unit in a planned real estate development shall be held in escrow until closing or termination of the contract or agreement, or until a bond or other guarantee acceptable to the Division of Codes and Standards of the New Jersey Departrnent of Community Affairs (the "DCA") is provided; and VVHEREAS, the Developer intends by this Agreement to establish a procedure with the Escrow Agent so as to comply with the regulations; and WHEItEAS, the Escrow Agent is named as beneficiary in a certain Down Payment Bond in the maximum amount of One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00) issued by the Inswer, the form of which is attached hereto and made a part hereof. NOW, THEREFORE, the pardes hereto hereby agrec as follows: 1. Escrow Agent, responsible for the Escrow Account, bereby acknowledges receipt of the Down Payment Bond and agrees to act as Escrow Agent for the Developer pursuant to the requirements of the Regulations, upon the following terms and conditions: a. The Eseraw Account is entitled "Stelton Title Agency, LLC Escrow Account", which account (the "Escrow Account") may, at the option of the Developer, bear interest; b. Upon the receipt by the Developer of an executed purchase contract for any of the Units in the Condominium, the Developer shall deposit in the Escrow Account all payments received from the Buyer of any such Unit on account of such contract; MkAnhnvFOlbn SquwFmow A®ameot (ymcluxr eepndn) 3-1606 c. Promptly upon making each such deposit, the Developer shall advise the Escrow Agent in writing of the amount thereof, the Unit to which it applies, and the contract purchaser's name; d. If the Escrow Acoount now or hereafter bears interest, all interest earned on this Escrow Account shall be payable solely to the Developer and shall not be subject to the provisions of Paragraph 4 hereof; e. The Developer may withdraw any escrowed funds for each Unit, up to the maximum amount of the Down Payment Bond held by the Escrow Agent, in conformity with the requirements of the Regulations, but in no event before the expiration of the seven (7) day rescission period stipulated in any such contract and only upon written notice to the Escrow Agent of the amounts so withdrawn and the contract to which the withdrawal applies; f. The Escrow Agent shall call upon the Down Payment Bond upon any of the following circumstances: (1) A fmal and unappealable judgment has been entered against the Developer for an amount due in favor of a contract purchaser of the applicable Unit, which judgment shall be for monies deposited by said purchaser in accordance with the contract for such Unit; or (2) The Developer has not denied in writing its liability to refund the deposit monies of any contract purchaser, within fifteen (15) business days after the Developer's receipt by certified mail of written notice from the Escrow Agent of said claim of refund; or (3) A written authorization of the Developer to pay such sum; or ,(4) A written order by the DCA to pay such sum; or (5) The failure of the Escrow Agent to receive a substitute Down Payment Bond within thirty (30) days prior to the expiration of the Down Payment Bond or any substitute therefore which may be posted hereunder. g. The Developer shall, promptly after each closing of a Unit, furnish the Escrow Agent with a copy of the closing statement signed by the Purchaser which indicates that the down payment has been credited against the purcbase price of the Unit, whereupon the escrow shall be deemed terniinated with respect to the particular down payment. Thereupon, the down payment for such Unit shall be retumed promptly to the Developer by the Escrow Agent, unless it has already been released to the Developer. 2. This Escrow Agreement shall remain in full force and effect until the 6rst to ooour of the following: (a) all sums deposited in the Escrow Account and any interest thereon have been paid to the party entitled thereto and the DCA has certified that the aforementioned Down Payment Bond is not required under this -2- PubliNJahnVhChvry Iti11Park PI,stlEmuw Agxnpot (yudyp dpp,by) Z_m.pb Agreement, or (b) this Escrow Agreement is terminated by either party, with the consent of the DCA provided, however, that, despite such termination, this Escrow Agreement shall continue in full force and effect until a qualified substitute Escrow Agent has been appointed, has accepted the appointment, and has been approved by DCA. 3. No managing member or member of the Developer shall have any personal liability whatsoever under this Escrow Agreement and, in the event of any claim hereunder, the Escrow Agent shall not seek, nor be entitled to, any personal judgment against any such member. 4. The Developer, by execution hereof, indemnifies and agrees to hold the Escrow Agent hanniess from any and all claims or causes of action, damages or injuries arising out of or in any way related to the performance of its duties in connection herewith, except for those matters arising out of the Escrow Agent's gross negligence or willful misconduct. 5. Any deposit(s) received by the Developer in excess of the maximum amount of deposits covered by the Down Payment Bond will remain in the Escrow Account subject to this Escrow Agreement, and will not be withdrawn by the Developer unless or until (i) a Down Payment Bond or an endorsement covering such excess funds is provided to the Escrow Agent, (ii) title to the applicable Unit has closed in compliance with Paragraph l g above, or (iii) the Escrow Account is reduced by either deposit refunds or credits so that the Down Payment Bond is sufficient to cover all the deposits withdrawn by the Developer, after which such funds may be withdrawn by the Developer to the extent that they are covered by the Down Payment Bond or endorsement. IN WITNESS WHEREOF, the parties hereto have set their hands and seals this 14th day of September, 2006. WITNESS: STELTON TITLE AGENCY, LLC, Escrow Agent By: RA .'PETERSON Michael Huddleston, Managing Member rC OF Y COMM SSION NEW JERSEY EKPIRES AUGUST 11, 2003 ATTEST: FULTON SQUARE URBAN RENEWAL, LLC, Developer By: JSM at Fulton Street, LLC,1VIanaging Member By She I ein Managing Member -3- PublidlnMVlChnryFGtl Ah PNcdEwor Ageeae4 (pwcXm *pmMS) 2-2l-0b Selective Insurance Company of America 40 Wantage Avenue RECEIVED Branchville, New Jersey 07890 973-948-3000 Au: 5^ ii^,^g ^ SURETY RIDER It is hereby understood and agreed that surety bond number B 1015846 with FULTON SQUARE URBAN as Principal and RENEWAL, L.L.C. Amboy National Bank as Obligee is hereby amended effective 1 2/1 312 0 0 5 as follows: Amend Obligee to Stelton Title Agency LLC. It is further understood and agreed that no other condition, limitation or exclusion of the bond shall be altered or amended by this rider. This rider shall be attached to aad fonns a permanent part of bond number B 3015846 Signed, sealed and dated this 24th day of August 2006 FULTON SQUARE URBAN RENEWAL, L.L.C. 5Sth 7 tCbtLTor-J ST2E9-'r IitC 1 sr-^ tttEn-.SC'^L WAIVED By: Obligee Sl W^ SY r/ th A(,'A G" Yh C r•+C34lL Selective lnsurance Company of America By: Attorney-in-Fact Maria F. Rodrigues B-63 (6/91) Sdacuv¢ Inesuramv Company ofllmerira 440 Wanmgt Avenue BrandrAlk Ntlw ]ptyq 07894 979-948-30pp Bond No. B 1015846 POWER OF ATM$I1Iff Down Payment Bond KNOWALL M6N BY'f'HESE PRESE[V15s That the Seloctive Insunrtm Cotppa,iy of kmaimaI'^V Jetsxy i3ocpueuion having Itx principal oHioe in Branrhville. State of New ]etaey, pu+x+u••• to Artrcle VII, Sect[ou- Waf the BrL3ws of said Company, to wit•. "P6e Cbainnan of the Board, Prasdant, any V'xe Presidents or the Seaeary tmy, fttm tima •to;idnt6 appoint attorneys in fau, and agents to xt for and on be6alf of the Company and dtey may gjve sudt apRointul:a4 .tiuthority, at 6isl11u certificate of authocity may prescribe, to sign with the Compatrys name and sml with the Compaay!s seal, bonds, mcog- nizancas, cosrttracts of indeniniry and other wtitings o6ligamty in t6e nanue of a bond, rooogaiTadteor conditional ttnder- taldng, and any of said Officers may, at any time, remove any snch appointee and revoke the pocver and authority giqen himlher. does hereby make, CGABtltute and appoint Marla F. Rodrigues its tcne and Iawful Atconiey-in-fact, to make. execvte, seal and deliver for and on its beliall:, and as irs acx and deed, bonds, undettakings, recoguzancxs, contncra of iodemnity, or other writtngs obligatery in the uatttte of a bond subject to the foAowing [imiettionx One MBliw Five Hundred Thousaud Dallura and to bind the $elactive Insuranra Company of Amaia thereby as fulfy and to the same ezoenc as ifscich insgruments wcre signed by the duly andtorizDd o9icea of the Selective Insurance C.ompany of America, and aB the aea:of said Rttocney ate hereby ratl8ed and wnfirtned. IN WITNBSS W[-IEREOg the Selective Insutance Cotnpany ofAmexica 6as ®used these pteseGts to be aigned by its Seaior Vice Preaidptt and its corpor:te seal to t the 6ereto affixd this 2qt6 day of 0 August 2p06 , Selective Itistsra BY: _^ u r Sau:dNarlatep - _ _ Caunqafsns^ ^ G . .^ , -,.^^^.. .^' P AN On ahis 24th day of August 2006 br. and fa ahe Cpmry of Snva d,dy aomnasioued xu{ quaBAed, ame Amouis C. APoeerof dw Imewn ro be the alfieer drenthcd hadq and wM erecuxd d.e prmttilg uunumen6 aud ha a& nwm. depored md qid duche is m uffian of mid Company afonxaid; dut dte eeal.Bked. to dit and drenid cotp6mm anl errd his dgaature ar a9`eaer werc ddy affnmd end nubsrarbed m thenid im trw Anide VIJ, Section tBof dt< 8y-fawc afenid Compsny u naw, in furot. IN VPf1TFFS5 WHERBOF. I lure heraunro set mr Mnd and afficed m2 oHirW sd m Bnuahaale, Newlmry dtis dq of August 2006 JUDITH E. CHAMBERLAIN Nolary PubOc of New Jersey Commissior► E)Ore61C41712f3p8 The power of attomey is signed and seaW by fadiinite onder and by the aurhodty of tlte by the Board of Dinectors of Setective Insuranre Compan.y of Ametica at a meeting duly 1987, to wit: 'RESOLVED, the Board of Ditectoa of Sclective Insutance Company of America mgtfioriQCs the nse of x fao- simlle oorporart sral, facximile signacores of corporate ofHcers and notatigl adqwwWvmwaa tVaaa tif•aeuomry for the exeattion oFbonds, rewgliranees, conttaca of indemnitq and other wntev obl Wa 6orid, teo- ogni>,nae or conditional undettaking....._' I, Paniala A. Fdluud, A®sont Secrcmry of dw Salecdve huunnx ranpanr ofAmerlr; do hneby meufy tlur ^. . mer ofaPo^ ofAlaamryeaecumdhyeddCompapywhlc6Iem'Binfu®l6mesndeBixc IN K77NBSS WHH$RRBOp. i hare hsraosta set mr hand and all'ud rhe sad ofold dryof Augusl 2006 24th B-91(1/06I THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK. SELECTIVE YhISURrLNCE COMPANy OF AIvFERICA 40 WATV'pALzE AVENUE BPANCIiV1I,1,E, NEW JERSEY 07890 DOW7v' PAPNMqT BO1,M $OT+1D #B1015846 EhTOW A.LL h+IEiVB'Y TMSE PAESEN1$, T"hat we FCJL'TON S(1UARE URBAN RENELVA.L,, L.L.C., a New Jersey Limited T,.iability Conxpauy havipg an ofSce and place ofbusinasg at 1260 S"pn Road, Piseataway, ?+)eo, Jersey 08854 as Pri.ncipai and SELECTiVE INSU:CtA.NCF COIVIPANY OF A14ITItFCA, a New Jersey Corpotation licensed to conduct the business of surety in New Jersey having its home office at 40 wanfage Avenue, Eianchvilte, New Jersey 07890, as Surety are held and. firnaiy bound unto .A14'IBOY NA1'IONAi BtiNK, as Obligee, in the st^m of ONE 11iILLI(#N FIYE ^^^0'^^Sctlt(D 1^iNI! 00/100 (S1,500,000A0) bOLLARS lewfut money of the United Slates of America for which payment well and ttvly to be made, we bind ouxsclves, our he#rs, exeevteis, adsninistrators, successors and assigns, firm1y by these presents. 1^, Joinlly and WIIEREAAS, thsPrlrscipa] as seller, has entered or "11 enter into contracts for tbe saie of One I3undred Condom.iniuru Uuits numbmd 1 through I00 (the "Cavered Units") in a condoffiiniuzn to be la7.awn as FiJLTON Bruaswicl>, ?3ew Jmscy. gQLiARE CONDO1kflNIUNIS, ]ocated in New ^A.^, said eoktracts for sale require the buyer the sate price, not to exceed to mal¢e a down paymeat of 10% of $42,500.00 per vnit, generating ONE MtL[.,I£?: I FM BU""D TJIGUSATdD AND 001100 (SI,500,400.00) I?OI,T,AIL.S in deposits. WMREA.S, said oca;iaxrots for saac txmtaiu varioas terms and provisiuns whzCh coz}trol Tigbft, l^vilem dmties and oblagations of the Principal with respect Feyments frrr the Covered Uuits. to ffie down NOW, TFIEAPFOltE, Z13F COND2TION OF THIS OBLIGATIOld IS SUCH, that if the Principal shall weil and tnaly carry out its duties and obligafions with regard to the down 1ay""'mts as set forth in the cauUacts for sait, then fts bond sha1] be nnIl and void, athe•rwise to remain in tnl( fflrce and effect. 1t is a fiuther condition of tbis bond that in no event shall the sfsrrety's aggregate 1^ibty to the Obligeehercqmder exceed the Penal Sum ofON.L m[I.LIF}N F1yE RIJNDgTp THOUSANI3 AND 00/iOO (51,500,000.00) AQLLA1iS. It is a fiutber condition of this bond ihat in no event shagl the surety's liabilety to the Qbligae herewader exceed 10% ofthe sales princ, not to exceed $42,500.(f0 for any one down payment on a Covered T.]mt regardless of aby danaeges, penatties or i.uterest that might be dne frvm the Pzzncipal to any buyer. It is a fiutber condition of this bond rhat no right of action shaFi scerue on this bond to am person or entity other than the pbligee or its suecessora. This bond shalf be in fiil1 force and effect until the passage of tifie of the (ast Covmed Uait sold by the Principal to a purebaser ar upoa the date Principe.l is replaced as seller, dec3arent or offeror of the +I FiLT4N SQURItE C(?"[JKAGN3[JM, it being euidersfood that this bond is not assignable. Any surs brought hereunder by the Obligee or its suc.cessoz shail be bmught in a court of campetent jurisdiction in the State of New Seraey and in no event later than oae yenz zfter the day such cause of action shalf accro.e. SIGNED, SEALED .A,.'`'I3 DATI;D T3iIS 8s' day of December, 2005. Prsncilaa(: FJi,TC)T' SQUARE ftENF;W9I,, L.L.C. / BY: - Managing S3si'ety: 3ELECI3VE L"4'Sk'7LLA11TcECf?.1VWANY L3FAVNIER3Cr+. Rksria E Ytodngues, A.tt^uney.in fact ,,, PflLICYHQLI]ER DISCLOSURE NOTICE OF TERRORtS,M INSURANCE COVERAGE The Terrorissn Risk Insurance Act of 2002 establishes a program within the qepar[rnenP af. ifte T-easury under which the federal govemment shares, u,ith the insurance industry , the risk of loss fron future terrorist attack8. The Act applies when the Secretary of the Treasury eerti`ies that an event meets the definition of an act of ter,rorisrtt. The Act provides that to be certified an committedaC^ of terrorlsm by the event must cause losses of at #east five miERon dollars and must have been an individuat or individuafs acting or, behalf of any foreign person or forelgn interest to coerce the oovemtnsnt or population of the United States. Coverage for acts of terorisn is already in cluded in your current lwnd. In accordance with the tederal Terroriam RBsk insUrance Acr of 2002. we are required to provide you with a notice disclosing the portion of ypur premium if any , c?rYifFed under that AcL attributable to the coverage for terrorist aetg DISCLOSUAE OF ppEMtt}yf Your current bond inciudes coverage premium. for terrorist aas certified under the Act for no add'rtional DISCLOSURE OF F)_DSRp,f, pARMtpA-nbty 1N PAYNIENT C}F TERROi213#A LQSSES The United States G Ivernment. Departrnent of the Treasury , will pay a share of terrorism losses i.nsured under the federa! pro9r•^n. The federal share equats 90'k of tirat oortlon of the amount 01 such insurnd losses that exceeds the appiicaole ;nsurer retention. B-676 (01/03) 8elecsoae Imuanoe Conpanp of Amrria 40 iYw kv=m starch^ Near Jortry 07890 S 1015346 973-94s 3p60 iiascn Paymettt Band ^vEk OP ArMRbW KNOW AM hENBYTHM l'l^SF1VT5^ 77ur dtrc Selcrr[ve Iasetnncc Com^ap nfAmexlcx, a Nenr 8 P1' cilW- ffice jiraey mx. in ilrancbrilie Snee of Nkvi7racp. pasu3ar to kmch VU wr of said C4mpattA to wit Sa¢tica 19 of the By^ ^`The ^ of dt^ ^^ President, a ^ny ^rs Pc^denu or the Secmtzry mx, ftom tiatq to time, appaiat asmr- ^ £or and on behr]f nf t}aa Caznpang sud dtcp m^ ^^ histl;er caraifieue of ^ethoxlry ttxiy Pce^e, to sig^t wiEh tht Coanpat^ta s^ such apxltati a arat^e and sea^ ^^t$e C^Pio^ ^s^, 60^^n^ ooatmcra vE Fndemnity amd ocher wri e and2UthoR dunfang, obrr^ itt thr dxntre 4#'a 6ond, re or and anp of xud. Offitetx msx at lnny time, rcmove ty given 63mlhcc auy xach ap.gpintst and tGvu3ee t!x power does teezeky make, canatimu and appo3ac Mari^ F. ltodrig+^ ia tcue and lawful icwzneY-ic facti ta maf[a, az:^wts scaf uui dr7ivu Cur snd wx 6onds, i its bcE^atf, and as icxaac:nd dee, ;xr tts tha+mdamk^rgq fnFl«Wixig r^ons ^gN^c^t ^ £3ndemity ex arlier writidgs vid^ttary in tY^a natarra of a bt ad sn6 04e 1143itiuu i•tive Ht[odrei TBpusaad âu#iars and so bitad the $rleccive It suranca C,oOV"y nfAmerlcs t.heaoby as fislly were sEgae^ bp the du3y auefrorarod oi^cea of tha Sedeenve 7uu^cutee COmpa,t}•and to the same smaa as if $46inax^vintnss Attouuq aus hereby mnfied and ^ed of Aa+mica, msd atl tht xca of szid ; MREfJ$ c6c Sc"'ve Iamr na Compauy of tlmanca bxt ozosed thrse presma to bc 4oed by its Seuiqr'Vl¢e Praaidmt and its corporsre saf to the bueto affixed xws 14th. Aeeetnber , 2005 day Of $elecajua HY. _ ^taFNswju^ - - GaatyoFSuua On a,a 14th dy„f pe¢einber 2005 kuaea. 1m 1il. mdpm 4m"slt,an W-- ofpid Ccop+en dora ^^^+^.3Sae6ewmoyqS+^Lmd.od.ff^lmpo^rataawl^t8Y5a^vakt^^xdt^!71tirt4'^^^ A^ol' Tl^m6er 2043a'TF^ p ^^,^ • ('+^3AM$EF'`^1 ^4 T*WYCm"J6CID^r 4`91rql-I&^ eg^ 'Ir317m= 7$1 by rhe Hoacd oF^emee^ ^y Saimikunds and b^ the cnthaxisy n Febxuacp ?5^3. xa wiu oa Itssur=nrce Comgury of AtsYtrla ac a mu4ng ^hgdopW I^SS,^T:3^Sf?. the $oasd. of i>irec[ota of Seleccixe Tttsuranct ^. Z; ^ ^ ^^^ n, sipasnsts of aarpnsate o^e^^^d pa ^^g^cs ^en ^ ^ r, rr^^t a n«s contr.cts o£ io de€nni^ saxd t^xboacT tz^nea ar^aadc^^qp athu ^xtttsaBt pb^pMY^ ^ a ^o^^srr ^mr^^^^ a^r^br^rs,l^,t^aw^^ara^t^.^md^,^ar INq dec^R 1 b•r.s^m,xmr^c.^,.a ^ B-91 (I(YD3} EXHIBIT 9 Affordable Housing Documents EXHIBIT 9A Declaration of Covenants, Conditions and Restrictions Implementing Housing Controls on State Regulated Property for New Units MIDDLESEX COUNTY CLERK Index DEW B00& Return To: Book 05724 Page 0725 JOFR41 VERLAQUS C/0 BDGEWOOD PR.OPSRTIES No. Pages 00 ^ 1260 STELTON RD PISCATAWAY, NJ 08854 Instswnent DESD W/O ABSTRA Date : 9/25/2006 Time 1:22:55 Control # 200609250478 FULTON SQUARE URSAN RRNEWAL, L INST# DE 2006 016922 .L.C. Employee ID PREEME RECORDING $ 35.00 DARN $ 15.00 NJPRPA $ 10.00 $ .00 $ .00 $ .00 $ .00 $ .00 $ .00 Total: $ 60.00 STATE OF NEN JERSEY MIDDLESEX COUNTY CLERK •ELAINE FLYNN CODNTY CLERK 200609250478 DO NOTRE9QOVE THIS PAGE. TO ACCESS THE DrtAGE OF TEiE DOCUMENT RECORDED Cover sheet is part of Middlesex County Bling record HEREUNDER BY BOOK AND PAGE NUMBER, USE THE Retain this page for future >et'erence BOOK AND PAGE NUMBER ABOVE. Not part of the original submitted document B05724PI725 RESTRICTIVB COVENANT RBQUIRED BY SECTION 5:80-26.5(d) ? Declatadon of Covenants, Conditions And Restricdons Implemonting Affordable Housing Controls ==il On State Regutated Property 11') :._.N N d For New UnSts =¢w d li Fair Housing Restricting Use, Conveyance ortqt Act Required Covenants O And Mongage Debt THIS DECLARATION is made dda.?^nday of.5^./2006, by FULTON SQUARE URBAN RLNEWAL, L.L.C., a New Jersey limited liability otmtpany with its principle offu:e at 1260 Stelton Road, PiscaWway, New lersey 08854 (the "Developer"). WHEREAS, Developer Is the owner of fifty seven (57) units, more full,y described on Schaluk A attached herao and made a part hereof (dte "Affordable Units'l wbieh atee skuated within the Fulton Sqtnre Condominittm congisdng of a total of 209 dwelling tmits loceted in the Municipality of New Brunswiek Ctamty of Middlesex, State of New Jersey; and WHEREAS, mtmicipalides within the State of New Jersey are required by the Fair Housing Act (P.L. 1985, c. 222) (hereinafter the "Aet") to provide for their fair shara ofhoushtg ahat is affordable to hoosoholds with low or moderate incomes in accordance with the provisions of the Act; and WHEREAS, the Act requires that munfoipalities insuro that such designated housing remains ati'ocdable to low and moderate income households; WHERF,AS, ptasuant to the Act, the Affordable Units have been designated as low and modcrate income housing as defined by the Act; and WHEREAS, the purpose of this Declaration is to insure that dre desoribed Affordable Units remain affordable to low and moderate-income eligible households for that period of ghne deswibed in Section 1, I of this Declaration. NOW, THEREFORE, it is the intent of this Decimation to insure that the affordability controls are reeorded on each of the Affurdable Units so as to bind the owners of the Affordable Units witb the eovenants, conditions and reslrfcGons that the owncrs shall be required to compty with and to notify all fuWte pmchasms of the Affordable Units that the housing unit is encumbered with affordability coMmis. Artick 1. Affordable Housing Covenants The sale and use of each Affordable Unit that is subject to this Declamtion is govcmed by regulations govenring controls on affordability, which ere found in the New Jersey Adtninistradve Code at 75de 5, chapter 93, subchapter 9(NJA.C: 5:93-9.1 at seq.), and chapter 80, subehapter 26 (N.I.A,C. 5:80-26.1 et seq.) (tbe "Regulations"). Consistent with the Regulations, tlu fotlawing covenants (the "Covenanra") shall run with ahe land far each respective Affordable Unit for the period of drne commeneing upon the eartier of (a) the date heteof or (b) the prior commcncament of the "Control Peziod", as that tetm is defined in the Regulations, and terminating upon the expiration of the Control Pcdod as provided in the Reguladons. ®05724P9726 A. The Affordable Unit may be conveyed only to a housebold who has been approved in advance and in writing by the New Iersey Housiag and Mortgege Finance Agency Hoosing Affordability Services departtnent, an adminiatrative agent appointed unnder the Regulationa (hereinafter, the "Adminislsvtlve Ageat"). B. No sele of the Affordable Unit shall be lawful, unkss approved in advance and in writing by the Administrative Agent, andno sale shall be for aconsideretion graater than ntaxitmtm perttitted price ("hfaaimnm Besale Prke° or "hHtP") as detetmined by the Administrative AgetR. C. Other than tbe Ilevelopels cooatructiat financing, if my, encumbering the Project, no mfmancing, equity loan, secmed letter of crcdlt, or any other nwrtgage obligmion or other debt (collectively, "Debt") xcured by the Affordable Unit, tnay be tncurretl except as approvttd in advance and in xriting by the Adavnistrative Agent At no time shall the Administrative Ageat apprtrve any suoh Debt, if incurring the Debt would make the total of all such Debt exceed Ninety-Five Parent (95°/,) of the applicable MRP. D. Once the Developer has soDd any Affordable Unit, the owner of such Affordable Unit shaB at all times nmintain the Affordable Unit as his or her principal place of residence. E. Etoept as set forth in F, below, at no time shsll the owtur of the Affordable Unit lease orrent the Affordable Unit to any paeon or persons, except on a short-term hardship basis as approved in advance and in writiug by the Adminishative Agent. F. ]f the Affordable Unit is a two-family home, the owna shall lease the rental unit only to incotne-cenified low-income households approved in writing by the Administcative Agent, shall charge rent no greater than the maximum per®tted rent as detemdned by the Admlttistrativo Agent, and sbag submit for written approval of the Administrative Agent copies of all propoaed leasea prior to having them signed by any proposed tenant. G. No improvements may be made to the AIT'ordable Unit that would affect its bedroom configuration, and In atry event, no irnprovement made to the Affordable Unit witl be taken into considerntion to invease the MRP, except for improvemdtts approved'm advance and in wefturg by the Adminisirative Agettt. H. The affor8ablc housing eovenants, declarstions and restrictiorffi impkmented by this Declaration and, by incorporation, NJA.C.5:80-26.1 et seq., shall remain in effeet despite dw antry and enforcement of any judgmmt of forecbsure with respect to the Affordable Unit so kng as the Affordable Unit retnains subject to the effordability controls being implemented by this Declaration. 1. In aooordance with N.I.A.C. 5:80-26.5, each Affordabk Unit shall remain subject to the requirements of this Ikolaration for the ear6er of the Control Period or until the uwnicipality in which the Affordable Unit is located elects bo ulease fhe Afforcable Unit from such requirements. Prior to such a municipal election, an Affordable Unit tmtst temafn subject to the requiternents of this Declaration for a period of at least 30 years; provided, however, that Affordable Units located in high-poverty census tracts shall remain subjeet to this Declaration for a period of at least 10 years. Article 2. Rcmedies for Breach of Aifordable Housing Covenants A breach of the Covenants will cause creparable harm to the Administrafive Agent and to the public, in light of the public policies set forth in the Now Jersey Fair Housing Aot, the Urtiform Housing Affordabi6ty Control rules found at N.JA.C. 5:80-26, and the obligation for the provision of low and moderate-ineome housing. Accordingly, and as set forth in NJ.A.C. 5:80-26.30A(b): 2 ®0J124PR172'! A. In the event of a thrcatened breach of any of the Coveomtts by the Granee, or any suocessor in interest or other owner of the Affordable Unit, the Administrative Agcntshall have aR remedies provided at law or equity, including the right to seek injunctive relief or speeifio performance. B. Upon the ooemrence of a breach of any Covenants by the Grantee, or any suceessor in bttereat orother owner of the AffonMble Unit, the Administtative Agent sbag have aR remedias prorided at law or equity including but not 6nrited to forfeiturc, fweolosore, aeceleration of all suens due under aoy awrtgage, tecouping of any tlmds fraan a sale in violation of the Covenants, diverting ofrent proceeds &om tllegal rentals, injunetive relief to prevent further violation of seid Covenents, entry on ihe premises, thoae provided under Title 5, Chapoer 90, Subchapter 26 of die New Jersey AdminisRative Code and specific performanee. `^ NVHEREOF. Developer has causod this instrument to be duly executed on this^i d'sy of 2006. ATPEST>'iiI7NK48 • FULTON SQUA6E URBAN BEN$WAL, Li.C, Daveloper By: JSM ;Street, LLC, Managlna Met^ber oris B. So ia Weiug p ,MatmgingMemberShery STATE OF NEW JERSEY, COUNTY OF MIDDLESEX SS.: I CERTQ'Y that on September 25th _, 2006, Sheryl A. Weingarten personally came bofore me and stated under oath to my satisfaUion, that (a) she is the Managing Member of JSM at Fultoa SheeS LLC, which is the Mamging Member of BULTON SQUARE UItBAN RENEWAL, i.tr, a New Teraey limited liability ooopany named in this instrument; (b) she is autlimized by the limited liabilitycompany to sign and deliver this instrument on bthatf of the Iimited liability company; (c) this insbument was signed and delivered by the limited liability company as its voluntary act and deed. Record 6 return to: John W. Ver2aque, Esq. Signed and sworn to befare rtre on c/o FAgewood Properties, Inc. this 25 day of Seotember , 2006. 1260 Stelton Road Piscataway, NJ 08854 Doris S. Soitis Notary Public My Coaamission expires: 6/15110 195724PI728 SCIIEDUL6 A AFPOADABLE HOUSING UN[f8 Buildina 8 &uildinn 10 811 Cedar Court 1011 Dogwo6dCourt 812 Ceder Court 1012 Dogwood Court 813 Ceder Court 1013 Dogwood Court 814 Cedar Court 1014 Dogwood Court 816 Cedsr Court 1015 Dogwood Court 821 Cedar Court 1016 Dogwrood Court 822 Cedar Court 1021 DogwoodCourt 823 Cedar Comt 1022 DogwoodCourt 824 Cedar Court 1023 DoBwood Court 826 Cedar Coet 1024 Dogwood Court 831 Cadar Cmut ]025 Dogwood Court 832 Cedar Court 1026 Dogwood Court 833 Cedar Court 1031 Dogwood Court 834 CederCoult 1032 Dogwood Court 831 Cedar Court 1033 Dogwood CaM 1034 Doguood Court 1035 Dogwood Couct 1036 Dogwood Court uil ' 11 BuUft 12 1111 Femwood Court 1211 Dogwood Court 1112 Femwood Court 1212 Dogwood Coort 1113 Fernwood Court 1221 Dogwood Court 1114 Femwood Court 1222 Dogwood Court 1 I15 Fernwood Court 1231 Dogwood Court 1116 Feruwood Court 1232 Dogwood Couit 1121 Femwood Couc[ 1122 Femwood Court 1123 Femwood Comt 1124 Femwood Court 1125 Fernwood Court 1126 Femwood Court 1131 Femwood Coun 1132 Femwood Cart 1133 Femwood Court 1134 Femwood Court = 1135 Femwood Court 1136 Femwood Court 185724PQ72.0` FULTON SQUARE CONDOMINIUM Low and Moderate Income Unit Identification List Building Unit Address Type Designation 8 811 Cedar Court 3 BR ML Franklin 812 Cedar Court 3 BR ML Franklin 813 Cedar Court 2 BR ML Edinburgh 814 Cedar Court 2 BR ML Edinburgh 816 Cedar Court 3 BR ML Franklin 821 Cedar Court 3 BR ML Franklin 822 Cedar Court 3 BR ML Franklin 823 Cedar Court 2 BR ML Edinburgh 824 Cedar Court 2BRML Edinburgh 826 Cedar Court 3 BR ML Franklin 831 Cedar Court 3 BR ML Franklin 832 Cedar Court 3 BR ML Franklin 833 Cedar Court 2 BR ML Edinburgh 834 Cedar Court 2 BR ML Edinburgh 836 Cedar Court 3 BR ML Franklin 1 10 1011 Dogwood Court 3 BR ML Franklin 1012 Dogwood Court 3 BR ML Franklin 1013 Dogwood Court 2 BR ML Edinburgh 1014 Dogwood Court 2 BR ML Edinburgh 1015 Dogwood Court 2 BR ML Edinburgh 1016 Dogwood Court 2 BR ML Edinburgh 1021 Dogwood Court 3 BR ML Franklin 1022 Dogwood Court 3 BR ML Franklin 1023 Dogwood Court 2 BR ML Edinburgh 1024 Dogwood Court 2 BR ML Edinburgh 1025 Dogwood Court 2 BR ML Edinburgh 1026 Dogwood Court 2 BR ML Edinburgh 1031 Dogwood Court 3 BA ML Franklin 1032 Dogwood Court 3 BR ML Franklin 1033 Dogwood Court 2 BR ML Edinburgh 1034 Dogwood Court 2BRML Edinburgh 1035 Dogwood Court 2 BR ML Edinburgh 1036 Dogwood Court 2 BR ML Edinburgh i1 1111 Femwood Court 3 BR ML Franklin 1112 Fernwood Court 3 BR ML Franklin 1113 Fernwood Court 2BRML Edinburgh 1114 Fernwood Court 2 BR ML Edinburgh 1115 Femwood Court 2 BR ML Edinburgh 1116 Fernwood Court 2 BR ML Edinburgh 1121 Fernwood Court 3 BR ML Franklin 1122 Fernwood Court 3 BR ML Franklin 1123 Femwood Court 2 BR ML Edinburgh 848870.1 FULTON SQUARE CONDOMINIUM Low and Moderate Income Unit Identification List Bullding Unit Address Type Designation 1124 Fernwood Court 2 BR ML Edinburgh 1125 Fernwood Court 2 BR ML Edinburgh 1126 Fernwood Court 2 BR ML Edinburgh 1131 Femwood Court 3 BR ML Franklin 1132 Fernwood Court 3 BR ML Franklin 1133 Fernwood Court 2 BR ML Edinburgh 1134 Fernwood Court 2 BR ML Edinburgh 1135 Fernwood Court 2 BR ML Edinburgh 1136 Femwood Court 2 BR ML Edinburgh 12 1211 Dogwood Court 3 BR ML Franklin 1212 Dogwood Court 3 BR ML Franklin 1221 Dogwood Court 3 BR ML Franklin 1222 Dogwood Court 3 BR ML Franklin 1231 Dogwood Court 3 BR ML Franklin 1232 Dogwood Court 3 BR ML Franklin 848870.1 , 4 FULTON SQUARE 0 FULTON SQUARE FULTON SQUARE f FULTON SQUARE