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HomeMy WebLinkAbout4969 24 Easy St Sand Dollar Industrial Declaration of Trust 6-22-22 1 DECLARATION OF TRUST OF SAND DOLLAR INDUSTRIAL CONDOMINIUM THIS DECLARATION OF TRUST, made this _______ day of ____________, 2022, in the County of Barnstable and Commonwealth of Massachusetts by Stephen Edward Bobola, Sr. and Walter Robinson Warren, Jr., Managers of Sand Dollar Properties, LLC having a mailing address of 259 Great Western Road, Unit B, South Dennis, Massachusetts 02660 (hereinafter called the Trustee, which term and pronoun referring thereto shall be deemed to include their successors in trust hereunder and to mean the Trustee or the Trustees for the time being hereunder wherever the context so permits). ARTICLE I NAME OF TRUST The Trust hereby created shall be known as Sand Dollar Industrial Condominium Trust ("Trust" hereinafter) and under that name, so far as legal, convenient and practicable, shall all business carried on by the Trustees be conducted and shall all instruments in writing by the Trustees be executed. ARTICLE II THE TRUST AND ITS PURPOSE Section 2.1. All of the rights and powers in and with respect to the Common Areas and Facilities of Sand Dollar Industrial Condominium (hereinafter called the Condominium) established by a Master Deed of even date and registered herewith which are by virtue of provisions of Chapter 183A of the Massachusetts General Laws conferred upon or exercisable by the organization of Unit Owners of the Condominium, and all property, real and personal, tangible and intangible, conveyed to the Trustees hereunder shall vest in the Trustees as joint tenants with right of survivorship as Trustees of their Trust, in trust to exercise, manage, administer and dispose of the same, and to 2 receive the income therefrom for the benefit of the owners of record from time to time of the units (hereinafter called the Units) of the Condominium (hereinafter called the Unit Owners), according to the schedule of undivided beneficial interests set forth in Article IV hereof and in accordance with the provisions of said Chapter 183A, their Trust being the organization of the Unit Owners established pursuant to the provisions of Section 10 of said Chapter 183A for the purposes therein set forth. Section 2.2. It is hereby expressly declared that a Trust and not a partnership has been created and that the unit Owners are cestuis que trustent, and not partners or associates nor in any other relationship whatsoever between themselves with respect to the Trust property, and hold no relation to the Trustees other than of cestuis que trustent, with only such rights as are conferred upon them as such cestuis que trustent hereunder pursuant to the provisions of said Chapter 183A of the General Laws. ARTICLE III THE TRUSTEES Section 3.1. There shall be at all times the number of Trustees as shall be determined from time to time by vote of the Unit Owners entitled to not less than fifty- one percent (51%) of the beneficial interest hereunder; provided that Declarant of the Master Deed may appoint the Trustees(s) until (a) four months after eighty percent (80%) of the Units in the project have been conveyed; or (b) five (5) years after the first Unit is conveyed, whichever first occurs. After the occurrence of (a) or (b) above, Trustees shall be elected by vote of the Unit Owners entitled to not less than fifty-one percent (51%) of the beneficial interest hereunder. If and whenever the number of such Trustees shall become less than the number of Trustees last determined as aforesaid, a vacancy or vacancies in said office shall be deemed to exist. Except as otherwise provided herein, each such vacancy shall be filled by instrument in writing setting forth: (a) the appointment of a natural person to act as such Trustee, signed (i) by Unit Owners entitled to not less than fifty-one (51%) percent of the beneficial interest hereunder, or (ii) if Unit Owners entitled to such percentage have not within thirty (30) days after the occurrence of any such vacancy made such appointment, then the vacancy shall be filled by majority vote of the then-remaining Trustees, or by the sole remaining Trustee if only one (1), and (b) the acceptance of such appointment signed and acknowledged by the person so appointed. Such appointment shall become effective upon the recording with the Barnstable County Registry of Deeds of a certificate of such appointment signed by the then-remaining Trustee, if there be any still in office or by Unit Owners holding at least fifty-one (51%) percent of the beneficial interest if there be no such Trustees, together with such acceptance, and such person shall then be and become such Trustee and shall be vested with the title to the Trust property jointly with the remaining or surviving Trustee or Trustees without the necessity of any act of transfer or conveyance. If for any reason any vacancy in the office of Trustee shall continue for more than thirty (30) days and if such vacancy shall not be filled in the manner above provided, a Trustee or Trustees to fill such vacancy or vacancies may be appointed by a Court of competent jurisdiction upon the application of any Unit Owner or Trustee and notice to all Unit 3 Owners and Trustees and to such other parties in interest, if any, to whom the Court may direct that notice be given. The foregoing provisions of this Section to the contrary notwithstanding, despite any vacancy in the office of Trustees, however caused and for whatever duration, the remaining or surviving Trustees, subject to the provisions of the immediately following Section, shall continue to exercise and discharge all of the powers, discretions and duties hereby conferred or imposed upon the Trustees. Section 3.2. In any matters relating to the administration of the Trust hereunder and the exercise of the powers hereby conferred, the Trustees may act by majority vote at any duly called meeting at which a quorum is present, as provided in Paragraph A of Section 5.8 of Article V. The Trustees may also act without a meeting by instrument signed by a majority of their number. Section 3.3. Any Trustee may resign at any time by an instrument in writing, signed and acknowledged in the manner required in Massachusetts for the acknowledgment of deeds and such resignation shall take effect upon the recording of such instrument with said Registry of Deeds. After reasonable notice and opportunity to be heard before the Trustees, a Trustee (other than a Trustee appointed by the Declarant) may be removed from office with or without cause by an instrument in writing signed by Unit Owners entitled to not less than fifty-one (51%) percent of the beneficial interest, such instrument to take effect upon the recording thereof with Barnstable County Registry of Deeds. Section 3.4. No Trustee named or appointed as hereinbefore provided, whether as original Trustee or as successor to or as substitute for another, shall be obliged to give any bond or surety or other security for the performance of any of his duties hereunder, provided, however, that any Unit Owner, if so required by their mortgagee, may at any time by instrument in writing signed by him and delivered to the Trustee or Trustees affected require that any one or more of the Trustees shall give bond in such amount and with such sureties as shall be specified in such instrument. All expenses incident to any such bond shall be charged as a common expense of the Condominium. Section 3.5. Each Trustee shall be entitled to such reasonable remuneration for extraordinary or unusual services, legal or otherwise, rendered by him in connection with the Trust hereof, all as shall be from time to time fixed and determined by vote of the Unit Owners entitled to not less than fifty-one (51%) percent of the beneficial interest, and such remuneration shall be a common expense of the Condominium. Section 3.6. No Trustee hereinbefore named or appointed as hereinbefore provided shall, under any circumstances or in any event, be held liable or accountable out of their personal assets or be deprived of compensation by reason of any action taken, suffered or omitted in good faith or be so liable or accountable for more money or other property than he actually receives, or for allowing one or more of the other Trustees to have possession of the Trust books or property, or be so liable, accountable or deprived by reason of honest errors of judgment or mistakes of fact or law or by reason of the 4 existence of any personal or adverse interest or by reason of anything except their own personal willful malfeasance and defaults. Section 3.7. No Trustee shall be disqualified by their office from contracting or dealing with the Trustees or with one or more Unit Owners (whether directly or indirectly because of their interest individually or the Trustee’s interest or any Unit Owner's interest in any corporation, firm, trust or other organization connected with such contracting or dealing or because of any other reason), as vendor, purchaser, or otherwise, nor shall any such dealing, contract or arrangement entered into in respect of their Trust in which any Trustee shall be in any way interested be avoided nor shall any Trustee so dealing or contracting or being so interested be liable to account for any profit realized by any such dealing, contract or arrangement by reason of such Trustee’s holding office or of the fiduciary relation hereby established, provided the Trustee shall act in good faith and shall disclose the nature of their interest before the dealing, contract or arrangement is entered into. Section 3.8. The Trustees and each of them shall be entitled to indemnity both out of the Trust property and by the Unit Owners against any liability incurred by them or any one of them in the execution hereof, including without limiting the generality of the foregoing, liabilities in contract and in tort and liabilities for damages, penalties and fines. Each Unit Owner shall be personally liable for all sums lawfully assessed for his or her share of the common expenses of the Condominium and for his or her proportionate share of any claims involving the Trust property in excess thereof, all as provided in Sections 6 and 13 of said Chapter 183A. Nothing in this paragraph contained shall be deemed, however, to limit in any respect the powers granted to the Trustees in this instrument. ARTICLE IV BENEFICIARIES AND THE BENEFICIAL INTEREST IN THE TRUST Section 4.1. The cestuis que trustent shall be the Unit Owners of the Condominium. The beneficial interest in the Trust hereunder shall be divided among the Unit Owners in the percentages of undivided beneficial interest appertaining to the units of the Condominium as follows: Percentage of Common Unit Designation Areas and Facilities See Exhibit "A" attached Section 4.2. The beneficial interest of each Unit of the Condominium shall be held and exercised as a Unit and shall not be divided among several owners of any such Unit. To that end, whenever any of said Units are owned of record by more than one person, the several owners of each Unit shall: 5 A. Determine and designate which one of such owners shall be authorized and entitled to cast votes, execute instruments and otherwise exercise the rights appertaining to such unit hereunder, and B. Notify the Trustees of such designation by notice in writing signed by all of the record owners of such Unit. Any such designation shall take effect upon receipt by the Trustees and may be changed at any time and from time to time by notice as aforesaid. In the absence of any such notice of designation, the Trustees may designate any one such owner for such purpose. ARTICLE V BY-LAWS The provisions of this Article V shall constitute the By-Laws of this Trust and the organization of Unit Owners established hereby, to wit: Section 5.1 Powers of the Trustees The Trustees shall, subject to and in accordance with all applicable provisions of said Chapter 183A, have all powers necessary for the administration of the affairs of the condominium as set forth in Chapter 183A, and they may do any and all acts necessary or desirable for the administration of the affairs of the condominium except only for such acts as may not, under law, or under the provisions of the Master Deed or this trust, be delegated to the Trustees by unit owners, subject to specific reservations retained by the Declarant, if any, as if they were the absolute owners thereof, free from the control of the Unit Owners (except as limited in this Trust instrument), and, without by the following enumeration limiting the generality of the foregoing or of any time in the enumeration, with full power and uncontrolled discretion, subject only to the limitations and conditions herein and in the provisions of said Chapter 183A at any time and from time to time and without applying to any court for leave so to do: A. To retain the Trust property, or any part or parts thereof, in the same form or forms of investment in which received or acquired by them so far and so long as they shall think fit, without liability for any loss resulting therefrom; B. To sell, assign, convey, transfer, lease, change and otherwise deal with or dispose of the Trust property, but not the whole thereof, free and discharged of any and all trusts, at public or private sale, to any person or persons, for cash or on credit, and in such manner, on such restrictions, stipulations, agreements and reservations as they shall deem proper, including the power to take back mortgages to secure the whole or any part of the purchase price of any of the Trust property sold or transferred by them, and to execute and deliver any deed or other instrument in connection with the foregoing; 6 C. To purchase or otherwise acquire title to, and to rent, lease, or hire from others for terms which may extend beyond the termination of this Trust any property or rights to property, real or personal, and to own, manage, use and hold such property and such rights; D. To have responsibility in the operation, care or upkeep and maintenance of the common areas and facilities; E. To make the determination of Common Expenses required for the affairs of the Condominium including but not limited to those matters referenced in Subsection D above; F. To be responsible for the collection of common expenses from the Unit Owners; G. To engage in employment and dismissal of the personnel necessary or advisable for the maintenance and operation of the common areas and facilities; H. To undertake the adoption, amendment and administration (including waiver) of rules and regulations covering the details of the operation and use of the common areas and facilities; I. To engage in the leasing, managing and otherwise dealing with such facilities as may be provided for in the Master Deed as being Common Areas and Facilities; J. To own, convey and encumber and otherwise deal with units conveyed to the Trust or purchased by it as a result of enforcement of the lien for common expenses; K. To conduct litigation including but not limited to litigation as to any course of action involving common areas and facilities and the enforcement of the By-Laws, Rules and Regulations, the Master Deed and this Trust; L. To enforce obligations of the unit owners; M. To borrow or in any other manner raise such sum or sums of money or other property as they shall deem advisable in any manner and on any terms, and to evidence the same by notes, bonds, securities or other evidence of indebtedness, which may mature at a time or times, even 7 beyond the possible duration of their Trust and to execute and deliver any mortgage, pledge or other instrument to secure any such borrowings; N. To enter into any arrangement for the use or occupation of the common areas and facilities, or any part or parts thereof, including, without limiting the generality of the foregoing, permits, leases, subleases, easements, licenses, restrictions or concessions, upon such terms and conditions with such stipulations and agreements as they shall deem desirable, even if the same extend beyond the possible duration of the Trust; O. To invest and reinvest the Trust property, or any part or parts thereof and from time to time and as often as they shall see fit to change investments, including power to invest in all types of securities and other property of whatsoever nature and however denominated, all to such extent as to them shall seem proper, and without liability for loss, even though such property or such other investments shall be of a character or in an amount not customarily considered proper for the investment of trust funds or which does or does not produce income; P. To incur such liabilities, obligations and expenses, and to pay from the principal or the income of the Trust property in their hands all such sums as they shall deem necessary or proper for the furtherance of the purposes of the Trust; Q. To determine whether receipt by them constitutes principal or income or surplus and to allocate between principal and income and to designate as capital or surplus any of the funds of the Trust; R. To vote in such manner as they shall think fit any or all shares in any corporation or trust which shall be held as Trust property, and for that purpose to give proxies to any person or persons or to one or more of their number, to vote, waive any notice or otherwise act in respect of any such shares; S. To deposit any funds of the Trust in any bank or trust company, and to delegate to any one or more of their number, or to any other person or persons, the power to deposit, withdraw and draw checks on any funds of the Trust; T. To maintain such offices and other places of business as they shall deem necessary or proper and to engage in business in Massachusetts or elsewhere; 8 U. To employ, appoint and remove such agents, managers, officers, brokers, engineers, architects, employees, servants, assistants and counsel (which counsel may be a firm of which one or more of the Trustees are members) as they shall deem proper for the purchase, sale or management of the Trust property, or any part or parts thereof, or for conducting the business of the Trust, and may define their respective duties and fix and pay their compensation, and the Trustees shall not be answerable for the acts and defaults of any such person. The Trustees may delegate to any such agent, manager, officer, board, broker, engineer, architect, employee, servant, assistant or counsel any or all of their powers (including discretionary powers, except that the power to join in amending, altering, adding to, terminating or changing this Declaration of Trust shall not be delegated) all for such times and purposes as they shall deem proper. Without hereby limiting the generality of the foregoing, the Trustees may designate from their number a Chairman, a Treasurer, a Secretary and such other officers as they deem fit; and V. Generally, in all matters not herein otherwise specified, to control, do each and everything necessary, suitable, convenient or proper for the accomplishment of any of the purposes of the Trust or incidental to the powers herein or in said Chapter 183A, to manage and dispose of the Trust property as if the Trustees were the absolute owners thereof and to do any and all acts, including the execution of any instruments, which by their performance thereof shall be shown to be in their judgment for the best interest of the Unit Owners. Section 5.2 Maintenance and Repair of Units The Unit Owners shall be responsible for the proper maintenance and repair of their respective Units, as defined in the Master Deed. If the Trustees shall at any time in their reasonable judgment determine that a Unit is in such need of maintenance or repair that the market value of one or more other Units is being adversely affected or that the condition of a Unit or any fixtures, furnishings, facility or equipment therein is hazardous to any Unit or the occupants thereof, then the Trustees shall, in writing, request the Unit Owner to perform the needed maintenance, repair or replacement or to correct the hazardous condition, and in case such work shall not have commenced within fifteen (15) days (or such reasonable shorter period in case of emergency as the Trustees shall determine) of such request and thereafter diligently brought to completion, the Trustees shall be entitled to have the work performed for the account of such Unit Owners whose Unit is in need of work and to enter upon and have access to such Unit for that purpose, and the cost of such work as is reasonably necessary therefore shall constitute a lien upon such Unit and the Unit Owners thereof shall be personally liable therefore. Notwithstanding the above, the Trustees shall not be entitled to alter or demolish any construction appurtenant to the Unit without consent of the owner of the Unit, except by judicial order. 9 Section 5.3 Maintenance, Repair and Replacement of Common Areas and Facilities and Assessment of Common Expenses. The Trustees shall be responsible for the proper maintenance, repair and replacement of the Common Areas and Facilities of the Condominium (See Section 5.5 for specific provisions dealing with repairs and replacement necessitated because of casualty loss) as defined in the Master Deed, and such may be done through the Managing Agent, as hereinafter provided, and any two Trustees (or one Trustee if only a single Trustee has been appointed) or the Managing Agent, or any others who may be so designated by the Trustees, may approve payment of vouchers for such work, and the expenses of such maintenance, repair and replacement shall be assessed to the Unit Owners, as common expenses of the Condominium at such times, and in such amounts as provided in Section 5.5. Notwithstanding the above, the Trustees obligation to maintain, repair and replace common elements of the Condominium may be subject to a Unit Owner’s obligation to repair, replace and maintain certain limited or exclusive use areas, appurtenant to a Unit as provided for in the Master Deed and may be subject to the terms of any lease or easement agreement. Section 5.4 Common Expenses, Profits and Funds A. The Master Deed, the Unit Owners shall be liable for common expenses and entitled to common profits of the Condominium in proportion to their respective percentages of beneficial interest as determined in Article IV hereof. The Trustees may at any time or times distribute common profits among the Unit Owners in such proportions. The Trustees shall, to such extent as they deem advisable, set aside common funds of the Condominium as reserve or contingent funds, and may use the funds set aside for reduction of indebtedness or other lawful capital purposes, or subject to the provisions of the following paragraphs of this Section 5.4, for repair, rebuilding or restoration of both Common Areas and Facilities and Limited Common Areas, or for improvement thereto, and the funds so set aside shall not be deemed to be common profits available for distribution. Such reserve funds will be funded initially by the Declarant of the Master Deed in an amount equal to two months estimated common charges for each unsold Unit, which amount shall be transferred to the Trust for deposit in a segregated fund within sixty (60) days of the conveyance of the first Unit. Thereafter, upon the sale or 10 resale of any Unit, the new Unit Owner shall pay into a working capital fund a sum equivalent to two months' common assessment, which shall be deposited by the Trustees in a segregated account, and unless otherwise agreed, the Declarant shall be reimbursed at the time of closing on each Unit for that amount attributable to the Unit which was funded initially by the Declarant. B. At least thirty (30) days prior to the commencement of each fiscal year of this Trust, the Trustees shall estimate the common expenses expected to be incurred during such fiscal year, together with a reasonable provision for contingencies and reserves, and after taking into account any undistributed common profits from prior years, shall determine the assessment to be made for such fiscal year. The Trustees shall promptly render statements to the Unit Owners for their respective shares of such assessment, according to their percentages of interest in the Common Areas and Facilities, and such statements shall, unless otherwise provided herein, be due and payable within thirty (30) days after the same are rendered. In the event that the Trustees shall determine during any fiscal year that the assessment so made is less than the common expenses actually incurred, or in the reasonable opinion of the Trustees, likely to be incurred, the Trustees shall make a supplemental assessment or assessments and render statements therefore in the manner aforesaid, and such statements shall be payable and take effect as aforesaid. The Trustees may, in their discretion, provide for payments of statements in monthly or other installments. The amount of each such statement shall be a personal liability of the Unit Owner and if not paid when due shall carry a late charge at a rate equal to the prime interest rate as published by the Wall Street Journal at the time such payments were due and shall constitute a lien on the Unit of the Unit Owner assessed, pursuant to the provisions of Section 6 of said Chapter 183A. C. No Unit Owner shall file an application for abatement of real estate taxes without the approval of the Trustees. D. The Trustees shall expend common funds only for common expenses and lawful purposes permitted hereby and by provisions of said Chapter 183A. Section 5.5. Rebuilding, Restoration, Improvements and Condemnation A. In the event of any loss or damage to the Common Areas and Facilities of the Condominium as a result of fire or other casualty, the Trustees shall proceed with the necessary repairs, rebuilding or restoration provided such casualty loss does not exceed ten percent (10%) of the value of the Condominium prior to the casualty, all in the manner provided in Paragraph (a) of Section 17 of said Chapter 183A. If such loss does exceed ten (10%) percent of the value of the Condominium prior to the casualty, the Trustees shall forthwith submit to all Unit Owners: 11 (i) a form of agreement (which may be in several counterparts) by the Unit Owners authorizing the Trustees to proceed with the necessary repair, rebuilding or restoration, and (ii) a copy of the provisions of said Section 17; and the Trustees shall thereafter proceed in accordance with, and take such further action as they may in their discretion deem advisable in order to implement the provisions of Paragraph (b) of said Section 17. B. If and whenever the Trustees shall propose to make any improvements to the Common Areas and Facilities of the Condominium, or shall be requested in writing by twenty-five (25%) percent (of the beneficial interest) of the Unit Owners to make any such improvements, the Trustees shall submit to all Unit Owners: (i) a form of agreement (which may be in several counterparts) specifying the improvement or improvements proposed to be made and the estimated cost thereof, and authorizing the Trustees to proceed to make the same, and (ii) a copy of the provisions of Section 18 of said Chapter 183A. Upon (a) the receipt by the Trustees of such agreement signed by seventy (70%) percent of the Unit Owners, or (b) the expiration of ninety (90) days after such agreement was first submitted to the Unit Owners, whichever of said (a) and (b) shall first occur, the Trustees shall notify all Unit Owners of the aggregate percentage of Unit Owners who have then signed such agreement. If such percentage equals or exceeds seventy (70%) percent, the Trustees shall proceed to make the improvements or improvements specified in such agreement and, in accordance with said Section 18 of Chapter 183A, shall charge the cost of improvement to all Unit Owners. The agreement so circulated may also provide for separate agreement by the Unit Owners that if more than fifty (50%) percent, but less than seventy-five (75%) percent, of the Unit Owners so consent, the Trustees shall proceed to make such improvement or improvements and shall charge the same to the Unit Owners so consenting. C. Notwithstanding anything in the preceding Paragraphs A and B contained, (i) in the event that any Unit Owner or Owners shall by notice in writing to the Trustees dissent from any determination of the Trustees with respect to the value of the Condominium or any other determination or action of the Trustees under this Section 5.5, and such dispute shall not be resolved 12 within thirty (30) days after such notice, then either the Trustees or the dissenting Unit Owner or Owners may submit the matter to arbitration. One arbitrator shall be designated by the Trustee and a second shall be designated by the dissenting Unit Owner or Owners, and a third shall be designated by the two arbitrators so designated, and such arbitration shall be conducted in accordance with the rules and procedures of the American Arbitration Association, and (ii) the Trustees shall not, in any event, be obligated to proceed with any repair, rebuilding or restoration, or any improvement, unless and until they have received funds in an amount equal to the estimate of the Trustees of all costs thereof. D. In the event of condemnation or termination pursuant to Section 7.2 hereof, or other liquidation of all or a portion of the Condominium, the Trustees hereunder shall represent the Unit Owners in any proceedings, negotiations, settlements or agreements, and each Unit Owner shall, by acceptance of his Unit deed, appoint the Trustees as their attorneys-in-fact for this purpose. Section 5.6. Rules, Regulations, Restrictions and Requirements The Trustees may, at any time and from time to time, adopt, amend, and rescind administrative rules and regulations governing the details of the operation and use of the Common Areas and Facilities as are consistent with provisions of the Master Deed and are designed to prevent unreasonable interference with the use by the Unit Owners of their Units and the Common Areas and Facilities. Section 5.7. Insurance 5.7.1 The Trustees shall obtain and maintain, to the extent available, master policy of insurance insuring against loss or damage by fire and other hazards covered by the standard extended coverage endorsement, of the following kinds, naming the Trust, the Trustees, all of the Unit Owners and their mortgagees as insured as their interests may appear: A. Casualty or physical damage insurance on all buildings and other structures in an amount not less than one hundred (100%) percent of their full replacement value (exclusive of foundation), against: B. Comprehensive public liability insurance in such amounts and forms as shall be determined by the Trustees covering the Trust, the Trustees, all of the Unit Owners and any manager or managing agent of the Condominium, with limits 13 of not less than a single limit of $1,000,000.00 for claims for bodily injury or property damage arising out of one occurrence and a limit of $200,000.00 for each occurrence for water damage, legal liability and with cross liability endorsement to cover liability of any insured to other insureds. The liability insurance should provide, at a minimum, coverage for (i) bodily injury and property damage resulting from the operation, maintenance and use of the Common Areas and Facilities, and (ii) and legal liability that results from law suits related to employment contracts in which the Trust is a party. C. Worker’s compensation and employer's liability insurance coverage. D. Fidelity bond insurance covering anyone who either handles or is responsible for funds held or administered by the Trust, including, but not limited to, Trustees and Management Agents. The fidelity bond insurance should (i) cover the maximum funds for which the Trust or its Management Agent will be custodian during the term of the bond, and (ii) equal at least the sum of three months' assessments on all Units in the Condominium plus the reserve funds of the Trust. E. Such other insurance as the Trustees shall determine to be appropriate. All such master policies shall provide: (i) that such policies may not be cancelled or substantially modified without at least ten (10) days prior written notice to all of the insureds, including each Unit mortgagee, and (ii) that the coverage thereof shall not be terminated for nonpayment of premiums without twenty (20) days notice to all of the insureds, including each Unit mortgagee. Certificates of such insurance and all renewals thereof, together with proof of payment of premiums, shall be delivered by the Trustees to all Unit Owners and their mortgagees upon request, at least ten (10) days prior to the expiration of the then current policies. F. The cost of such insurance described in section 5.7.1 shall be deemed a common expense assessable and payable as provided in Section 5.4. Section 5.8 Meetings A. The Trustees shall meet annually on the date of the annual meeting of the Unit Owners and at such meeting may elect the Chairman, Treasurer, Secretary and any other officers they deem expedient. Other meetings may be called by any 14 Trustees (if there be no more than three (3) then in office) and in such other manner as the Trustees may establish, provided, however, that written notice of each meeting stating the place, day and hour thereof shall be given at least seven (7) days before such meeting to each Trustee. A majority of the number of Trustees then in office shall constitute a quorum at all meetings, and such meetings shall be conducted in accordance with such rules as the Trustees may adopt. B. There shall be an annual meeting of the Unit Owners on the first Monday of September in each year at such reasonable place and time as may be designated by the Trustees by written notice given to the Unit Owners at least seven (7) days prior to the date so designated. Special meetings (including a meeting in lieu of a passed annual meeting) of the Unit Owners may be called at any time by the Trustees and shall be called by them upon the written request of Unit Owners entitled to more than thirty (30%) percent of the beneficial interest hereunder. Written notice of any such meeting designating the place, day and hour thereof shall be given by the Trustees to the Unit Owners at least fourteen (14) days prior to the date so designated. Section 5.9. Notices to Unit Owners Every notice to any Unit Owner required under the provisions hereof, or which may be deemed by the Trustees necessary or desirable in connection with the execution of the Trust created hereby or which may be ordered in any judicial proceeding shall be deemed sufficient and binding if a written or printed copy of such notice shall be given by one or more of the Trustees to such Unit Owner by mailing it, postage prepaid, and addressed to such Unit Owner at their address as it appears upon the records of the Trustees, if other than at their Unit or by delivery or mailing the same to such Unit, if no address appears, or, if such Unit appears as the Unit Owner's address, in any case, at least seven (7) days prior to the date fixed for the happening of the matter, thing or event of which such notice is given. Section 5.10. Rights of Action The Trust and any aggrieved Unit Owner shall have a right of action against Unit Owners who have failed to comply with the terms of the Master Deed, Unit Deed, this Declaration of Trust or Rules and Regulations promulgated in accordance herewith. Section 5.11. Inspection of Books; Availability of Documents; Reports to Unit Owners The Trustees shall keep current copies of the Master Deed, this Declaration of Trust, and Rules and Regulations, as they may be amended, and these documents and the books, accounts and records of the Trustees shall be open to inspection by any one or more of the Trustees, Unit Owners and mortgagees at all reasonable times. The Trustees 15 shall, as soon as reasonably possible after the close of each fiscal year, submit to the Unit Owners a report of the operations of the Trustees for such year. Any person who has been furnished with such report and shall have failed to object thereto by notice in writing to the Trustees given by registered mail within a period of one (1) month of the date of the receipt by him shall be deemed to have assented thereto. Section 5.12. Checks, Notes, Drafts and other Instruments Checks, notes, drafts and other instruments for the payment of money drawn or endorsed in the names of the Trustees or of the Trust may be signed by any of the Trustees (or by one Trustees, if there is only one), or by any person or persons to whom such power may at any time or from time to time be delegated by not less than a majority of the Trustees. Section 5.13. Seal The seal of the Trustees shall be circular in form, bearing the inscription Sand Dollar Industrial Condominium but such seal may be altered by the Trustees at pleasure, and the Trustees may, at any time or from time to time, at their option, adopt a common wafer seal which shall be valid for all purposes or they may sign any instrument under seal without being required to affix a formal, common or wafer seal. Section 5.14. Fiscal Year The fiscal year of the Trust shall be the year ending with the last day of December, or such other date as may from time to time be determined by the Trustees. ARTICLE VI RIGHTS AND OBLIGATIONS OF THIRD PARTIES DEALING WITH THE TRUSTEES Section 6.1 No purchaser, mortgagee, lender or other person dealing with the Trustees as they then appear of record in said Registry of Deeds shall be bound to ascertain or inquire further as to the persons who are then Trustees hereunder, or be affected by any notice, implied or actual, otherwise than by a certificate thereof and such record or certificate shall be conclusive evidence of the personnel of said Trustees or any of any changes therein. The receipts of the Trustees, or any one or more of them, for monies or things paid or delivered to them or him shall be effectual discharges therefrom to the persons paying or delivering the same and no person from whom the Trustees, or any one or more of them, shall receive any money, property, or other credit shall be required to see to the application thereof. No purchaser, mortgagee, lender or other person dealing with the Trustees or with any real or personal property which then is or formerly was Trust property shall be bound to ascertain or inquire as to the existence or occurrence of any event or purpose in or for which a sale, mortgage, pledge or charge is herein authorized or directed, or otherwise as to the purpose or regularity of any of the 16 acts of the Trustees, or anyone or more of them, purporting to be done in pursuance of any of the provisions or powers herein contained, or as to the regularity of the resignation or appointment of any Trustees, and any instrument of appointment of a new Trustee or resignation of an old Trustee purporting to be executed by the Trustees, Unit Owners or other persons herein required to execute the same in the absence of fraud, shall be conclusive evidence in favor of any such purchaser or other person dealing with the Trustees of the matters herein recited relating to such discharge, resignation or appointment or the occasion thereof. Certificates of No Assessment and certificates regarding changes in Trustees shall be effective if signed by any one Trustee then in office other than the Owner of the Unit which is the subject of such certificate. Section 6.2. No recourse shall at any time be had under or upon any note, bond, contract, order, instrument, certificate, undertaking obligation, covenant or agreement, whether oral or written, made, issued or executed by the Trustee or by any agent or employee of the Trustees, or by reason of anything done or omitted to be done by or on behalf of them or any of them against the Trustees individually, or against any such agent or employee, or against any beneficiary, either directly or indirectly, by legal or equitable proceedings, or by virtue of any suit or otherwise, and all persons extending credit to, contracting with or having any claim against the Trustees, shall look only to the Trust property for payment under such contract or claim or for the payment of any debt, damage, judgment or decree, or of any money that may otherwise become due or payable to them from the Trustees so that neither the Trustees nor the beneficiaries, present or future, shall be personally liable therefore; provided, however, that nothing herein contained shall be deemed to limit or impair the liability of Unit Owners under provisions of Chapter 183A. Section 6.3. Every note, bond, contract, order, instrument, certificate, undertaking, obligation, covenant or agreement, whether oral or written, made, issued or executed by the Trustees, or by any agent or employee of the Trustees, shall be deemed to have been entered into subject to the terms, conditions, provisions and restrictions hereof, whether or not express reference shall have been made to this instrument. Section 6.4 This Declaration of Trust and any amendments hereto and any certificate herein required to be recorded and any other certificate or paper signed by said Trustees or any of them which it may be deemed desirable to record shall be recorded with said Registry of Deeds and such record shall be deemed conclusive evidence of the contents and effectiveness thereof according to the tenor thereof; and all persons dealing in any manner whatsoever with the Trustees, the Trust property or any beneficiary thereunder shall be held to have notice of any alteration or amendment of this Declaration of Trust, or changes of Trustee or Trustees, when the same shall be recorded with said Registry of Deeds. Any certificate signed by two (2) Trustees in office at the time (only one Trustees if there is only one at the time), setting forth as facts any matters affecting the Trust, including statements as to who are the beneficiaries, as to what action has been taken by the beneficiaries, and as to matters determining the authority of the Trustees to do any act, when duly acknowledged and recorded with said Registry of Deeds in the absence of fraud shall be conclusive evidence as to the existence 17 of such alleged facts in favor of all third persons, including the Trustees acting in reliance thereon. Any certificate executed by any Trustee hereunder, or by a majority of the Trustees hereunder setting forth the existence of any facts, the existence of which is necessary to authorize the execution of any instrument or the taking of any action by such Trustee or majority, as the case may be, shall, as to all persons acting in good faith in reliance thereon, be conclusive evidence of the truth of the statements made in such certificate and of the existence of the facts therein set forth. ARTICLE VII AMENDMENTS AND TERMINATION Section 7.1. The Trustees, with the consent in writing of Unit Owners entitled to not less than seventy-five (75%) percent of the beneficial interest hereunder, together with the consent in writing (which shall not be unreasonably withheld) of fifty-one (51%) percent of eligible holders of first mortgages of record on the Units of consenting Unit Owners, may at any time and from time to time amend, alter, add to, or change this Declaration of Trust in any manner or to any extent, the Trustees first, however, being duly indemnified to their reasonable satisfaction against outstanding obligations and liabilities; provided always, however, that no such amendment, alteration, addition or change (a) according to the purport of which the percentage of the beneficial interest hereunder of any Unit Owner would be altered or in any manner or to any extent whatsoever modified or affected, so as to be different from the percentage of the individual interest of such Unit Owner in the Common Areas and Facilities as set forth in the Master Deed or (b) which would render this Trust contrary to or inconsistent with any requirements or provisions of said Chapter 183A, shall be valid or effective. Any amendment, alteration, addition or change, shall become effective upon the recording of same, signed, sealed and acknowledged in the manner required in Massachusetts for the acknowledgment of deeds, by any two (2) Trustees, if there be at least two (2) then in office or one (1) Trustee if there be only one (1), setting forth in full the amendment, alteration, addition or change and reciting the consent of the Unit Owners and mortgagees herein required to consent thereto. Such instrument, so executed and recorded, shall be conclusive evidence of the existence of all facts and of compliance with all pre-requisites to the validity of such amendment, alteration, addition or change, whether stated in such instrument or not, upon all questions affecting the rights of third persons and for all purposes. Section 7.2. The Trust hereby created shall terminate only upon the removal of the Sand Dollar Industrial Condominium from the provisions of said Chapter 183A in accordance with the procedure therefore set forth in Section 19 of said Chapter. Section 7.3. Upon the termination of this Trust, the Trustees may, subject to and in accordance with the provisions of said Chapter 183A, sell and convert into money the whole of the Trust property, or any part or parts thereof, and, after paying or retiring all known liabilities and obligations of the Trustees and providing for indemnity against any other outstanding liabilities and obligations, shall divide the proceeds thereof among, and distribute in kind, at valuations made by them which shall be conclusive, all other 18 property then held by them in trust hereunder, to the Unit Owners according to their respective percentages of beneficial interest hereunder. And in making any sale under their provision the Trustees shall have power to sell by public auction or private contract of sale and to resell without being answerable for loss and, for said purposes, to do all things, including the execution and delivery of instruments, as may by their performance thereof be shown to be in their judgment necessary or desirable in connection therewith. The powers of sale and all other powers herein given to the Trustees shall continue as to all property at any time remaining in their hands or ownership, even though all times herein fixed for distribution of Trust property may have passed. Section 7.4. Consent of Mortgagees Notwithstanding the foregoing provisions of this Article VII, unless at least fifty- one (51%) percent of the eligible holders of first mortgages (based upon one vote for each mortgage owned) of Units and at least seventy-five (75%) percent of the beneficial interest of this Trust have given their prior written approval, neither the Trustees nor the Unit Owners shall: A. By act or omission seek to abandon or terminate the Condominium (except for abandonment or termination provided by statute in case of substantial loss to the Units and Common Areas and Facilities); B. Change the beneficial interest of any Unit for purposes of levying assessments or allocating distributions of hazard insurance proceeds or condemnation awards; C. Partition or subdivide any Unit; except as otherwise specifically reserved in the Master Deed. D. By act or omission seek to abandon, partition, subdivide, encumber, sell or transfer the common elements (but the granting or easements for public utilities or for other public purposes consistent with the intended use of the common areas and facilities shall not be deemed a transfer within the meaning of their clause); E. Use hazard insurance proceeds for losses to any Condominium property (whether to Units or to Common Areas and Facilities) for other than the repair, replacement or reconstruction of such improvements, except as provided by statute in case of substantial loss to the Units and/or Common Areas and Facilities of the Condominium; F. Add to, amend, alter or change the Condominium documents, relative to voting, assessments, reserve funds, insurance, fidelity bonds, rights to use common areas, responsibility for maintenance and repair, boundaries of any Unit, interests in the Common Areas, convertibility of Units into Common Areas or vice-versa, leasing of Units, imposition of any right of first refusal or 19 similar restriction or the right of a Unit Owner to sell, transfer, or otherwise convey their or her Unit, and provisions which are for the express benefit of eligible mortgage holders of eligible insurers or guarantors of first mortgages on the Units. G. Establish self-management when professional management had previously been required by an eligible mortgage holder. H. Alter or amend the provisions herein relating to restoration or repair of the project (after hazard damage or partial condemnation). An addition or amendment to such documents shall not be considered material if it is for the purpose of correcting technical errors or for clarification only. An eligible mortgage holder who receives a written request to approve additions or amendments who does not deliver or mail to the requesting party a negative response within forty-five (45) days, shall be deemed to have approved said request. ARTICLE VIII CONSTRUCTION AND INTERPRETATION In the construction hereof, whether or not so expressed, words used in the singular or in the plural respectively include both the plural and the singular, words denoting males, include females, and words denoting persons include individuals, firms, associations, companies (joint stock or otherwise), trusts and corporations unless a contrary intention is to be inferred from or required by the subject matter or context. The cover, title, headings of different parts hereof, the table of contents and the marginal notes, if any, are inserted only for the convenience of reference and are not to be taken to be any part hereof or to control or affect the meaning, construction, interpretation or effect hereof. All the trusts, powers and provisions herein contained shall take effect and be construed according to the laws of the Commonwealth of Massachusetts. Unless the context otherwise indicates, words defined in said Chapter 183A shall have the same meaning herein and words defined in the Master Deed shall have the same meaning as therein. Sand Dollar Industrial Condominium Trust __________________________________________ By: Stephen Edward Bobola, Sr., Trustee __________________________________________ By: Walter Robinson Warren, Jr., Trustee 20 COMMONWEALTH OF MASSACHUSETTS Barnstable, ss. On this ________ day of ______________, 2022, before me, the undersigned notary public personally appeared Stephen Edward Bobola, Sr. and proved to me through satisfactory evidence of identification, which was his Massachusetts Driver’s License to be the person whose name is signed on the preceding or attached document, and acknowledged to me that he signed it voluntarily for its stated purpose as Trustee of Sand Dollar Industrial Condominium. Notary Public My Commission Expires: COMMONWEALTH OF MASSACHUSETTS Barnstable, ss. On this ________ day of _________________, 2022, before me, the undersigned notary public personally appeared Walter Robinson Warren, Jr. and proved to me through satisfactory evidence of identification, which was his Massachusetts Driver’s License to be the person whose name is signed on the preceding or attached document, and acknowledged to me that he signed it voluntarily for its stated purpose as Trustee of Sand Dollar Industrial Condominium. Notary Public My Commission Expires: 21 EXHIBIT A PERCENTAGE OF INTEREST Unit No. Percentage of Beneficial Interest BUILDING B Unit 1 14.29% Unit 2 14.29% Unit 3 14.28% Unit 4 14.28% Unit 5 14.28% Unit 6 14.29% Unit 7 14.29% Total 100%