-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q45SQM0N0CHwsm86ZHho3LdcIW+TY6vRYl8I9o+Mv6/VhxZK3YH2RmryIK3HdlPH BzH5LUiwEAjrh3k9ZvDxEw== 0001001185-01-500031.txt : 20010430 0001001185-01-500031.hdr.sgml : 20010430 ACCESSION NUMBER: 0001001185-01-500031 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010427 ITEM INFORMATION: FILED AS OF DATE: 20010427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IDX SYSTEMS CORP CENTRAL INDEX KEY: 0001001185 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 030222230 STATE OF INCORPORATION: VT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-26816 FILM NUMBER: 1613405 BUSINESS ADDRESS: STREET 1: 1400 SHELBURNE RD STREET 2: PO BOX 1070 CITY: SOUTH BURLINGTON STATE: VT ZIP: 05403 BUSINESS PHONE: 8028621022 MAIL ADDRESS: STREET 1: 1400 SHELBURNE RD STREET 2: PO BOX 1070 CITY: SOUTH BURLINGTON STATE: VT ZIP: 05403 8-K 1 idxform8k042701.txt ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 April 27, 2001 (Date of Report) April 19, 2001 (Date of earliest event reported) ------------------------- Commission File Number 0-26816 IDX SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Vermont 03-0222230 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1400 Shelburne Road South Burlington, VT 05403 (Address of principal executive offices) Registrant's telephone number, including area code: (802-862-1022) ================================================================================ Exhibit Index on Page 2 ITEM 5. OTHER EVENTS On April 19, 2001, the Company completed the purchase of the land and buildings located at the Company's headquarters in South Burlington, Vermont, consisting of approximately 112,000 square feet of office space, for a purchase price of $15 million from BDP Realty Associates, a related entity that is included in the Company's consolidated financial statements. The Company previously leased this office space from BDP Realty Associates. The sale price was determined by an independent appraisal of the real estate, and the transaction was considered and approved by a committee of the Company's Board of Directors composed solely of persons without any interest in the transaction. The Company's relationship to BDP Realty Associates and the Company's proposed intention to purchase this real estate is disclosed in the Company's Annual Report on Form 10-K for each of the fiscal years ended December 31, 1999 and 2000, and in the Company's proxy statements relating to the 2000 annual meeting of stockholders and 2001 annual meeting of stockholders, each as filed with the Securities and Exchange Commission. The purchase was delayed until the divestiture of the Company's subsidiary, Channelhealth Incorporated, which was completed in January 2001. Copies of two purchase and sale agreements relating to the purchase described in this Item 5 are filed herewith as Exhibits 99A and 99B, respectively, and are incorporated herein by reference in their entirety. The foregoing description of the terms of these agreements does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits.
EXHIBIT NO. DESCRIPTION PAGE - ----------- ----------- ---- 99A Purchase and Sale Agreement by 4 and between BDP Realty Associates and IDX Systems Corporation dated as of April 19, 2001 for 1400 and 1500 Shelburne Road property 99B Purchase and Sale Agreement by 27 and between BDP Realty Associates and IDX Systems Corporation dated as of April 19, 2001 for 50 Green Mountain Drive property
Page 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. IDX SYSTEMS CORPORATION (Registrant) Date: April 27, 2001 By: /S/ JOHN A. KANE ___________________________________ John A. Kane Vice President, Finance and Administration Chief Financial Officer, and Treasurer Page 3 EXHIBIT 99A PURCHASE AND SALE AGREEMENT THIS IS A LEGALLY BINDING CONTRACT THIS AGREEMENT is made and entered into as of this 19th of April 2001 between BDP Realty Associates, a Vermont general partnership with a place of business in the City of South Burlington, hereinafter called SELLER, and IDX Systems Corporation, a Vermont corporation with a place of business in the City of South Burlington, Vermont, hereinafter called BUYER. WITNESSETH In consideration of the mutual agreements of the parties herein contained, it is agreed as follows: 1. PREMISES: SELLER agrees to sell and BUYER agrees to buy certain lands and premises (hereinafter "Premises") located in the City of South Burlington, in the County of Chittenden and State of Vermont. The Premises are further described as being located at 1400 & 1500 Shelburne Road, in the City of South Burlington, Vermont, containing 14.4 acres, more or less, together with improvements thereon. The Premises are more particularly described in the attached Schedule A. 2. PURCHASE PRICE. The total purchase price to be paid by BUYER to SELLER for the Premises shall be Fourteen Million Four Hundred Twenty-Six Thousand and No/100ths Dollars ($14,426,000.00). The purchase price shall be payable as follows: Ninety-Six Thousand and No/100ths Dollars ($96,000.00) herewith as a deposit, the receipt of which is acknowledged by SELLER. The deposit shall be held in an interest bearing 1 escrow account by The Howard Bank. The deposit and accrued interest shall be disbursed and applied against the Purchase Price at closing, or shall otherwise be disbursed according to the terms of this Agreement. The balance of the purchase price is to be paid by cash, certified check, or cashier's check at closing. 3. CLOSING DATE: The closing shall take place on or before April 19, 2001 at a mutually agreed upon time and location. Closing may take place earlier if the parties agree. At BUYER's option, BUYER may extend the closing date for sixty (60) days upon the payment of an additional deposit of One Hundred Ninety-Two Thousand and No/100ths Dollars ($192,000.00) which shall be held in the deposit escrow account described in Paragraph 2 above. 4. CLOSING DOCUMENTS; BUILDING EXPANSION PROJECT: A. SELLER agrees that upon tender of the balance of the purchase price as hereinabove provided at the time of closing, SELLER will execute and deliver to BUYER a good and sufficient Warranty Deed for the Premises, free and clear of all liens and encumbrances (other than mechanic's and materialmen's liens relating to the Building Expansion Project, as defined below), furnished and paid for by SELLER, conveying marketable fee simple title as defined by Vermont law. At no additional cost, SELLER shall also convey, by appropriate assignment, with all necessary consents obtained, all plans and municipal and state approvals and permits necessary for commencement of the Building Expansion Project. SELLER shall also deliver the following at closing: o a Vermont Real Property Transfer Tax Return; o a Vermont Land Gains LG-2 Return (if necessary); 2 o a Commissioner's Certificate of Reduced Withholding in the event SELLER requests that BUYER withhold a reduced Vermont income tax amount; o an affidavit to the effect that SELLER is not a foreign person as that term is used in Section 1445 of the Internal Revenue Code; o reasonable evidence that SELLER has duly authorized the execution, delivery and performance of this agreement and the incumbency and authority of the representatives of SELLER signing this agreement and the other closing documents to be executed by SELLER; o a certificate confirming that the representations and warranties made by SELLER in Paragraph 14 are true and correct in all material respects, or disclosing any facts discovered subsequent to the date hereof which are contrary to any such representations and warranties; o copies or originals, as the case may be, of the maps, files, books and records in SELLER's possession relating solely to the Premises to be conveyed in accordance with this agreement; and o an owner's affidavit as required by the title insurance company issuing the owner's policy, if any, to be purchased by BUYER. At closing, BUYER shall deliver to SELLER the following: o the balance of the Purchase Price; o a Vermont Real Property Transfer Tax Return; o a Vermont Land Gains LG-1 Return (if necessary); and 3 o evidence satisfactory to SELLER that BUYER has duly authorized the execution, delivery and performance of this agreement and the incumbency and authority of the officers of BUYER signing this agreement and the other closing documents to be executed by BUYER. B. The Building Expansion Project is defined as the first phase of the improvements described in Land Use Permit #4C0391-09 issued to SELLER and recorded in Volume 459, Page 352 of the City of South Burlington land records, and in the following permits which are incorporated in Land Use Permit #4C0391-09: (i) Water Supply and Wastewater Disposal Permit #WW-4-0442-1 issued on June 17, 1999, (ii) Final Discharge Permit #1-0512 [sic; the permit is entitled Amended Discharge Permit #1-0512] issued on June 8, 1999 [sic; the permit was issued on July 8, 1999]; and (iii) Public Water System Permit to Construct #5091 issued on May 6, 1999 (such permits, together with Land Use Permit #4C0391-09, are collectively referred to as the "Act 250 Permit"). The Act 250 Permit covers all improvements in a phased development to take place at the Premises and additional premises located at 50 Green Mountain Drive, South Burlington, Vermont (which property is covered by a Purchase and Sale Agreement of even date herewith by and between BUYER and SELLER and is hereinafter referred to as the "Allson Parcel"), over approximately six years. The first phase of the development described in the Act 250 permit constitutes the Building Expansion Project and consists of (i) an approximately 90,000 square foot, three story office building at 1500 Shelburne Road (which is the first phase of the 239,708 square foot, six story office and storage building referenced in the Act 4 250 Permit), (ii) an approximately 20,500 square foot, two story facility containing a new reception area, multi-media center, kitchen and employee dining hall linking the existing 124,200 square foot office building at 1400 Shelburne Road to the new 90,000 square foot office building at 1500 Shelburne Road, (iii) the extension of Green Mountain and IDX Drives and off-site traffic improvements to Route 7 (Shelburne Road), and (iv) all related infrastructure and site improvements to be built in connection with such buildings and road and traffic improvements, including any such infrastructure and site improvements located on the Allson Parcel. 5. EXISTING LEASE: Effective upon closing, the Amended and Restated Lease Agreement, dated as of November 1, 1997 (together with all predecessor lease agreements and all amendments thereto, the "Lease Agreement") between the parties hereto shall become null and void, subject, however, that the Minimum Rent and Additional Rent, as defined in the Lease Agreement, shall be pro-rated (or refunded as appropriate) through the time of closing. 6. CONDITIONS TO PURCHASE: BUYER's obligation to purchase is conditioned upon (i) the results of such tests and inspections as BUYER may require, including, but not limited to, a Phase 1 environmental site assessment, asbestos and radon tests, and mechanical, structural, and termite and other wood-boring insect inspections, such tests and inspections to be conducted by professionals of BUYER'S choice, to be completed at BUYER's sole expense prior to the closing date, (ii) delivery by SELLER of all approvals, permits, consents and licenses, including those of all governmental authorities having 5 jurisdiction over the Premises, necessary in connection with the operation of the Premises (exclusive of the Building Expansion Project) and necessary for the commencement of the construction of the Building Expansion Project, and the expiration of applicable appeal periods without appeal by any party, and (iii) closing on the sale of the Allson Parcel. SELLER agrees to advise BUYER in writing of all environmental hazards known to it on the Premises being conveyed under this agreement and to deliver evidence of such permits, consents and licenses prior to the closing. Results of all inspections and tests must be satisfactory to BUYER, in BUYER's sole discretion. In the event the result of any inspections or tests are not satisfactory to BUYER or evidence of any of the required permits, consents and licenses are not delivered, SELLER, at SELLER's sole expense, may correct any deficiencies revealed by those inspections or tests and obtain the required permits, consents and licenses prior to the closing date or within fifteen (15) days from the date of this agreement, whichever is later. In the event the result of any inspections or tests are not satisfactory to BUYER or evidence of any of the required permits, consents and licenses is not delivered, and SELLER elects not to correct those deficiencies or obtain such permits, consents and licenses as provided above, and BUYER elects not to complete the purchase, then BUYER may rescind this agreement and be entitled to the BUYER's Default Award, defined in Paragraph 9(b) below. Upon request, BUYER shall provide SELLER with copies of all tests and inspection reports and any permits, consents and licenses BUYER obtains prior to the closing. BUYER shall notify SELLER of BUYER's decision not to complete the purchase based upon the results of such inspections and tests 6 or absence of such permits, consents and licenses at the expiration of SELLER's cure period, as provided above. By failing to terminate this agreement as provided above, BUYER acknowledges that it has been provided an adequate opportunity to conduct its due diligence on the Premises with respect to matters covered by such tests and inspections, and, except with respect to SELLER's representations in Section 14 of this agreement, it is acquiring the Premises in its current "as is" condition based solely on its own due diligence. BUYER further acknowledges and agrees that, except for SELLER's representations in Section 14 of this Agreement and SELLER's delivery of evidence of all required permits, approvals and licenses pursuant to this Section 6, neither SELLER nor SELLER's employees, agents or representatives have made any representation or warranty as to the condition of the Premises, the absence of any necessary permits, approvals or licenses, or the presence or absence of any hazardous materials on, in, under or within the Premises; that the Premises shall be conveyed by SELLER to BUYER "as is" and "with all faults;" and that neither SELLER nor its agents, employees or other representatives have made any guarantee, representation or warranty, express or implied, (and SELLER shall not have any liability whatsoever) as to the value, uses, habitability, condition, design, operation, financial condition or prospects, or fitness for a particular purpose or use of the Premises or any part thereof, or information supplied to BUYER with respect thereto. Further, except with respect to any breach of its representations in Section 14 or failure to deliver evidence of all required permits, approvals or licenses in accordance with this Section 6, SELLER shall 7 have no liability for any latent, hidden or patent defect as to the Premises, or the failure of the Premises, or any part thereof, to comply with any applicable laws and regulations, including building codes, zoning, land use, subdivision, water supply and wastewater, or Act 250. The provisions of this Section 6 shall survive the closing. 7. RISK OF LOSS AND INSURANCE. SELLER covenants and agrees to maintain fire insurance and extended coverage on all buildings on the Premises for the full replacement value until the date of closing. BUYER shall carry or cause Kessel/Duff Corporation to carry the builder's risk insurance for the Building Expansion Project. In the event that the Premises are substantially damaged or destroyed by fire or other casualty prior to the date of closing, then the BUYER shall have the option to either: A. Receive from SELLER any and all insurance proceeds received by SELLER by reason of the damage or destruction, in which event this agreement shall continue in full force and effect; or B. Rescind this agreement and be entitled to have and receive from SELLER BUYER's Default Award. 8. LICENSE TO CONSTRUCT BUILDING EXPANSION PROJECT: So long as BUYER is not in default of this Agreement, BUYER shall have a license and all necessary easements to pursue construction of the Building Expansion Project at its sole cost, expense and risk. Construction shall be in accordance with applicable law and the plans, permits and approvals obtained by SELLER for the Building Expansion Project, with reasonable amendment or modification as deemed necessary by BUYER. SELLER represents and 8 warrants that it has incurred all costs to the date of this agreement in connection with the procurement of the permits and approvals listed on Schedule B; and BUYER represents and warrants that it has incurred all other costs to the date of this agreement in connection with the Building Expansion Project (with the exception of certain building risk premiums which have been paid for by Kessel/Duff Corporation). All costs associated with the Building Expansion Project from the date of this agreement, including permit application fees, impact fees and utility hook-on or connection fees, shall be borne by BUYER. In the event the closing does not occur, BUYER shall restore any damage to SELLER's existing buildings or improvements resulting from such construction. BUYER shall indemnify, defend and hold SELLER and its successors and assigns harmless from any claim, damage, cost or expense, including reasonable attorneys' fees, for any damage to SELLER's existing buildings or improvements or the property of third persons and/or adjacent property of third parties or for any personal injuries arising in whole or in part from any construction activities performed by BUYER or BUYER's agents, employees or invitees on the Premises. BUYER's obligations under this Section 8 shall survive the termination of this agreement for any reason. Ownership of the improvements constructed by BUYER under this license shall accrue to SELLER in the event that closing does not occur. 9. DEFAULT. A. If SELLER has satisfied all of its obligations under this agreement within the time periods required therefor, and BUYER, without just cause, shall fail or neglect to pay the balance of the purchase price at the time of closing as herein provided, then at the election of SELLER, 9 this agreement shall terminate and SELLER may retain the deposit and all interest earned thereon as agreed and satisfactory liquidated damages or pursue all legal and equitable remedies provided by law, including without limitation, damages and/or specific performance. B. In the event that SELLER shall be unable or shall fail, upon tender by the BUYER of the balance of the purchase price as hereinabove provided at the time of closing, to comply with the terms of this agreement and deliver to the BUYER a good and sufficient conveyance together with all documents as hereinabove provided, then at the election of BUYER, this agreement may be rescinded and BUYER shall be entitled to have and receive back from SELLER (i) the deposit and all interest earned thereon, and (ii) the Building Expansion Costs (said deposit and accrued interest together with the Building Expansion Costs are hereinafter collectively called the "BUYER's Default Award") as agreed and satisfactory liquidated damages or BUYER may pursue all legal and equitable remedies provided by law, including, without limitation, damages and/or specific performance. The Building Expansion Costs are defined as all costs expended by BUYER, including builder's risk insurance premiums incurred by BUYER in connection with the Building Expansion Project, together with 10% interest per annum from date of BUYER's expenditure until reimbursed. BUYER and SELLER hereby agree that BUYER's if BUYER elects to receive the reimbursement for the Building Expansion Costs described in the previous sentence pursuant to this or any other provision of this agreement (including any provision for payment of BUYER's Default Award), then BUYER and SELLER shall enter into a commercial triple-net lease for the improvements constituting the Building Expansion Project, which lease shall commence upon substantial completion of the 10 Building Expansion Project, subject only to minor punch-list items, and shall be on the same terms and conditions as then in effect under the Lease Agreement referred to in Section 5 (including the termination date thereof), with the exception of the amount of minimum rent. Minimum rent under such lease shall be a calculated rent based upon the sum of (i) the Building Expansion Costs, (ii) the costs incurred by SELLER prior to the date of this Agreement for the Building Expansion Project, and (iii) the costs to complete the Building Expansion Project, amortized over a period of ten (10) years, plus a fair annual rate of return to SELLER taking into account such costs and amortization period and the credit worthiness of BUYER as a tenant. 10. TITLE EXAMINATION: BUYER, at BUYER's sole cost and expense, shall cause title to the Premises to be examined and prior to the closing, shall notify SELLER's attorney of the existence of encumbrances or defects which render title unmarketable as defined by Vermont law. Promptly following receipt of such notice, SELLER shall endeavor to remove the specified encumbrances or defects. If, after the expiration of thirty (30) days following the receipt of such notice or on the date set forth for closing, whichever is later, SELLER is unable to convey marketable title free and clear of such encumbrances and defects, BUYER may either (i) terminate this agreement and, if so, shall be entitled to receive the BUYER's Default Award; or (ii) elect to close the transaction taking title subject to the enumerated defects and encumbrances. However, if the defect or encumbrance on the Premises is one which may be cured by the payment of money, such as mortgages, taxes or attachment liens or by obtaining a license, corrective deed, permit or a certificate of occupancy, SELLER shall have an affirmative obligation to cure such defect or encumbrance, and if SELLER fails to do so, BUYER shall have 11 the additional option of either (a) curing such defect or encumbrance and deducting the cost of doing so (including attorneys' fees) from the purchase price (in which event BUYER may, at its election, either (x) extend the date for closing as reasonably necessary to complete such cure, or (y) require that sufficient funds be escrowed at closing to cover twice the anticipated cost to reimburse BUYER for its costs in effecting such cure), or (b) demanding specific performance of this agreement, compensatory damages and attorneys' fees. 11. TRANSFER TAX AND LAND GAIN TAX: BUYER shall be responsible for and shall pay the Vermont property transfer tax due on the sale covered by this agreement. Any land gains tax due on this sale shall be the responsibility of SELLER. At or prior to closing, SELLER shall provide BUYER with satisfactory proof either that there is no such tax due or that the tax has been paid in full. 12. SUCCESSORS: This agreement shall be binding upon and extend to the respective successors and assigns of the parties hereto. This agreement contains the entire agreement by and between SELLER and BUYER and supersedes any and all prior agreements, written or oral. No modification, amendments or deletion affecting this agreement shall be effective unless in writing and signed by SELLER and BUYER. The law of Vermont shall govern the validity and interpretation of the provisions of this agreement. 13. SELLER'S COVENANTS: After the execution of this agreement, and until the expiration or sooner termination of this agreement or the closing, SELLER shall not: (i) grant or consent to any new easements, leases, licenses, grants or any other interest or estate affecting the Premises or any part thereof without the prior written consent of BUYER; (ii) enter into or agree 12 to any modification or amendment of any existing easements, leases, licenses, grants or any other interest or estate affecting the Premises or any part thereof without the prior written consent of BUYER; or (iii) further encumber or permit any liens against the Premises. In the event any easement or other estate is granted with the consent of BUYER, and consideration is paid for it, the parties agree that the proceeds (less any expenses incurred in connection with the granting of such easement or estate) shall be credited to BUYER at the closing. 14. SELLER'S REPRESENTATIONS AND WARRANTIES A. To the best of SELLER's knowledge, none of the Premises has ever been used to generate, manufacture, refine, treat, store, handle or dispose of any toxic and/or hazardous wastes, substances, materials and the like; to the best of SELLER's knowledge, SELLER has not caused or permitted to exist any above ground or underground tanks for the storage of, nor has SELLER caused or permitted to exist any release, spill, leak, pumping, emitting, pouring, emptying, dumping, storage or disposal or any petroleum or petroleum products, toxic and/or hazardous waste, substance, materials or the like on or at the Premises, including without limitation, the presence of asbestos or polychlorinated biphenyl fluids ("PCBs"); SELLER has no knowledge of the existence of any toxic or hazardous waste or substance or any environmental pollution or contamination at or in the Property, including without limitation, the presence of asbestos, formaldehyde or formaldehyde based insulation, or PCBs; no federal, state, or local agency or authority has issued any claim, notification, order or violation or instituted any action, suit, or proceeding concerning oil or hazardous materials, hazardous substances or hazardous wastes or any other contaminate or pollutant with respect to the Premises or with respect to the 13 release of such oil or hazardous materials, hazardous substances or hazardous wastes or any other contaminant or pollutant on any adjoining property; SELLER is not aware of any condition or occurrence which could give rise to any such claim, notification, order, violation, action, suit or proceeding, and SELLER has, to the best of its knowledge, complied with all laws, ordinances, rules and regulations of all federal, state, and local agencies and authorities. B. SELLER has obtained a final City of South Burlington final plat approval dated February 9, 1999, State of Vermont Wastewater and Water Supply Permit No. WW-4-0442-1 dated June 17, 1999, State of Vermont Land Use Permit No. 4C0391-9 issued July 30, 1999, State of Vermont Amended Discharge Permit No. 1-0512 dated July 8, 1999, State of Vermont Public Water System Permit to Construct No. 5091 dated May 6, 1999 and State of Vermont Air Pollution Control Permit No. AP-9-001 dated June 29, 1999 for the construction of the Building Expansion Project, and the applicable appeal periods with respect to such permits and approvals have run without the filing of an appeal by any party. BUYER shall be responsible for and SELLER shall not interfere with (including using reasonable efforts to cooperate with BUYER, at BUYER'S expense) BUYER'S complying and/or satisfying the terms and conditions of the above-referenced permits and approvals in connection with its construction of the Building Expansion Project and shall be responsible for obtaining any other permits which may be required for the construction and/or occupancy of the Building Expansion Project. C. No consent or approval is needed from any governmental agency for the transfer of the Premises under any law, code, ordinance, rule or regulation. 14 D. At closing, no person, firm, corporation or entity other than BUYER will have any right or option to acquire or to lease or occupy the Premises or any portion thereof or any interest therein. E. At closing, no default or breach will exist under any of the covenant, conditions, restrictions, rights-of-way or easements affecting the Premises or any portion thereof which are to be performed or complied with by SELLER. F. At closing, there shall be no law suits or litigation pending against the Premises caused by acts of SELLER, and there shall be no claims or offsets of any kind or nature which affect title to the Premises. The representations and warranties contained in this Paragraph 14 shall survive the Closing. 15. BUYER'S REPRESENTATIONS AND WARRANTIES A. To the best of BUYER's knowledge, none of the Premises has ever been used to generate, manufacture, refine, treat, store, handle or dispose of any toxic and/or hazardous wastes, substances, materials and the like; to the best of BUYER's knowledge, BUYER has not caused or permitted to exist any above ground or underground tanks for the storage of, nor has BUYER caused or permitted to exist any release, spill, leak, pumping, emitting, pouring, emptying, dumping, storage or disposal or any petroleum or petroleum products, toxic and/or hazardous waste, substance, materials or the like on or at the Premises, including without limitation, the presence of asbestos or polychlorinated biphenyl fluids ("PCBs"); BUYER has no knowledge of the existence of any toxic or hazardous waste or substance or any environmental 15 pollution or contamination at or in the Property, including without limitation, the presence of asbestos, formaldehyde or formaldehyde based insulation, or PCBs; no federal, state, or local agency or authority has issued any claim, notification, order or violation or instituted any action, suit, or proceeding concerning oil or hazardous materials, hazardous substances or hazardous wastes or any other contaminate or pollutant with respect to the Premises or with respect to the release of such oil or hazardous materials, hazardous substances or hazardous wastes or any other contaminant or pollutant on any adjoining property; BUYER is not aware of any condition or occurrence which could give rise to any such claim, notification, order, violation, action, suit or proceeding, and BUYER has, to the best of its knowledge, complied with all laws, ordinances, rules and regulations of all federal, state, and local agencies and authorities. All representations and warranties of BUYER contained in this Section 15(A) shall specifically exclude any knowledge or awareness of BUYER attributable to Richard Tarrant or Robert Hoehl. B. At closing, there shall be no law suits or litigation pending against the Premises caused by acts of BUYER, and there shall be no claims or offsets of any kind or nature which affect title to the Premises. 16. COMMISSIONS AND FEES. The parties warrant and represent to each other that they have no knowledge of any real estate broker or agent to whom a commission may be payable as a result of this transaction or any such knowledge of any other finder's fees or commissions related thereto. Each party agrees to indemnify and hold harmless the other for all claims or demands of any real estate agent or broker claiming by, through or under such party. This indemnification 16 shall also include payment of costs and attorneys' fees incurred by a party in defense of a claim for such real estate commissions or fees. 17. Apportionments. All property taxes and other municipal charges assessed against the Premises shall be apportioned at closing in accordance with the terms of the Lease Agreement. 17 IN WITNESS WHEREOF, we hereunto set our hands and seals as of the day and year first above written. In Presence of: BDP Realty Associates /S/ MOLLY LEBOWITZ By:/S/ RONALD L. ROBERTS - ----------------------------- ---------------------------------- Witness Its duly authorized partner IDX Systems Corporation /S/ DIANE L. BROWN By:/S/ JOHN A. KANE - ----------------------------- ---------------------------------- Witness Its duly authorized partner 18 SCHEDULE A Property Description -------------------- Being two parcels of land with all improvements thereon or to be constructed thereon and all appurtenances thereto located easterly of Shelburne Road, in the City of South Burlington, Vermont, known and designated as Lot A (1500 Shelburne Road), containing 4.837 acres, more or less, and Lot B (1400 Shelburne Road), containing 9.606 acres, more or less, as depicted on a plat entitled: "Boundary Survey, BDP Realty Associates, Shelburne Road, South Burlington, Vermont," prepared by Krebs & Lansing Consulting Engineers, Inc., dated July 30, 1998 and recorded in Map Volume 430 at Page 32 of the City of South Burlington Land Records (the "Plat"). The Property is more particularly described, with reference to the Plat, as follows: Commencing at a concrete monument located in the easterly boundary of Shelburne Road at a point which forms the intersection with the southerly boundary of Holmes Road Extension; thence proceeding in a southerly direction in and along the easterly boundary of Shelburne Road S18(degree)02'47"W a distance of 525.43 feet to a concrete monument; thence continuing in and along the easterly boundary of Shelburne Road S18(degree)02'47"W a distance of 370.09 feet to a concrete monument set in the northerly boundary of lands now or formerly of the Allson Partnership; thence turning to the left and proceeding in an easterly direction in and along the northerly boundary of lands now or formerly of the Allson Partnership S74(degree)39'23"E a distance of 570.11 feet to a concrete monument; thence turning to the left and proceeding N18(degree) 00'50"E a distance of 70.08 feet to an iron pipe; thence continuing along N18(degree)00'50"E a distance of 300.00 feet to a concrete monument; thence turning to the right and proceeding S74(degree)39'23"E a distance of 290.96 feet to a point located in the westerly boundary of Green Mountain Drive; thence turning to the left and proceeding in a northerly direction in and along the westerly boundary of Green Mountain Drive N18(degree)00'50"E a distance of 447.89 feet to a concrete monument, which monument forms the intersection of the westerly boundary of Green Mountain Drive and the southerly boundary of Holmes Road Extension; thence turning to the left and proceeding in a westerly direction in and along the southerly boundary of Holmes Road Extension N69(degree)29'34"W a distance of 860.45 feet to the point or place of beginning. All courses and distances are more or less. Lot A is all and the same lands and premises conveyed to BDP Realty Associates by Warranty Deed from National Life Insurance Company dated January 18, 1979 and recorded in Volume 146 at Pages 459-463 of the City of South Burlington Land Records. Also included is a portion of the lands and premises conveyed by the Deed to BDP Realty Associates from the City of South Burlington dated September 9, 1991 and recorded in Volume 317 at Pages 210-211 at the City of South Burlington Land Records. Lot B is all and the same lands and premises conveyed to Hatco Associates by Warranty Deed of the National Life Insurance Company dated January 18, 1979 and recorded in Warranty Volume 146 at Pages 454-458 of the City of South Burlington Land Records and subsequently conveyed by Hatco Associates to BDP Realty Associates by Quit Claim Deed dated July 5, 1979 and recorded in Quitclaim Volume 141 at Pages 233-235 of the City of South Burlington Land Records, excepting therefrom the lands and premises conveyed to the City of South Burlington by Irrevocable Offer of Dedication (for Holmes Road Extension) dated April 26, 1988 and recorded in Volume 261 at Page 125 of the City of South Burlington Land Records, as amended by Amended Irrevocable Offer of Dedication dated June 15, 2000 and recorded in Volume 477 at Page 387 of the City of South Burlington Land Records. Also included is a portion of the lands and premises conveyed by the Deed to BDP Realty Associates from the City of South Burlington dated September 9, 1991 and recorded in Volume 317 at Pages 210-211 at the City of South Burlington Land Records. Also excepted are the lands and premises conveyed by BDP Realty Associates to the City of South Burlington by Replacement Warranty Deed dated June 15, 2000 and recorded in Volume 477 at Page 398 of the City of South Burlington Land Records. The Property is conveyed subject to and with the benefit of the following: (a) taxes assessed on the Grand List of April 1, 2000 not delinquent on the date of this Deed, which the Grantee herein assumes and agrees to pay as part of the consideration for this Deed, subject to such taxes being prorated between Grantor and Grantee on the date this Deed is delivered; and (b) the provi-sions of municipal ordinances, public laws, and special acts; and (c) all easements, rights-of-way, covenants, permits and restrictions depicted on the Plat, including, but not by way of limitation: 1. Easement Deed of National Life Insurance Company to Green Mountain Power Corporation dated September 21, 1961 and recorded in Volume 63 at Page 90 of the City of South Burlington Land Records. 2. Easement Deed of National Life Insurance Company to the University of Vermont and Agricultural College dated November 27, 1968 and recorded in Volume 89 at Page 123 of the City of South Burlington Land Records. 3. Easements for roads described the Deed from National Life Insurance Company to the City of South Burlington dated January 6, 1976 and recorded in Volume 126 at Page 289 of the City of South Burlington Land Records. 4. Easement conveyed to Green Mountain Power Corporation by instrument dated April 8, 1974 and recorded in Volume 109 at Page 518 of the City of South Burlington Land Records. 5. Spring rights described in the Deed of Fortis H. Abbot and Sadie M. Abbot to Vermont Agricultural College dated January 30, 1952 and recorded in Volume 30 at Page 286 of the City of South Burlington Land Records, as modified by an agreement recorded in Volume 22 at Page 393 of the City of South Burlington Land Records. 6. Protective Covenants set forth in the Warranty Deed from National Life Insurance Company to Hatco Associates dated January 18, 1979 and recorded in Volume 146 at Pages 454-458 of the City of South Burlington Land Records and in the Warranty Deed from National Life Insurance Company to BDP Realty Associates dated January 18, 1979 and recorded in Volume 146 at Pages 459-463 of the City of South Burlington Land Records, but only to the extent said Protective Covenants, which appear to have expired under their own terms without recordable evidence of their continuation, have been continued. 7. Utility easement conveyed to Vermont Gas Systems, Inc. by instrument dated August 28, 1987 and recorded in Volume 251 at Page 64 of the City of South Burlington Land Records. 8. Terms and conditions of an Agreement between Dennis L. Blodgett, Gerald C. Milot and BDP Realty Associates dated November 15, 1988 and recorded in Volume 272 at Page 194 of the City of South Burlington Land Records. 9. Irrevocable Offer of Dedication for Holmes Road Extension by BDP Realty to City of South Burlington dated April 26, 1988 of record in Volume 261 at Page 125 of the City of South Burlington Land Records, as amended by Amended Irrevocable Offer of Dedication dated June 15, 2000 and recorded in Volume 477 at Page 387 of the City of South Burlington Land Records. 10. Utility easement and right of way conveyed to Dennis L. Blodgett and Plaza Investments by Easement Deed dated February 16, 1989 and recorded in Volume 275 at Page 583 of the City of South Burlington Land Records. 11. Easement and right of way for motor vehicles and pedestrian travel conveyed to Dennis L. Blodgett and Plaza Investments conveyed by Easement Deed dated February 16, 1989 and recorded in Volume 275 at Page 580 of the City of South Burlington Land Records. 12. The Property has the benefit of an easement and right of way for motor vehicles and pedestrian travel conveyed by Easement Deed of Dennis L. Blodgett and Plaza Investments dated February 6, 1989 and recorded in Volume 276 at Page 221 of the City of South Burlington Land Records. 13. Utility easement conveyed by I.D.X. Corporation [sic] to Green Mountain Power Corporation and New England Telephone and Telegraph Company by instrument dated June 24, 1988 and recorded in Volume 270 at Page 348 of the City of South Burlington Land Records. 14. Utility easement conveyed by BDP Realty Associates to Vermont Gas Systems, Inc. dated February 21, 1997 and recorded in Volume 405 at Page 607 of the City of South Burlington Land Records. 15. Utility easement by I.D.X. Corporation [sic] to Green Mountain Power Corporation dated November 18, 1993 and recorded in Volume 356 at Page 645 of the City of South Burlington Land Records. 16. Terms and conditions of State of Vermont Land Use Permit No. 4C0094 dated March 30, 1973, as amended from time to time, including, without limitation, Land Use Permit Amendment No. 4C0094-1 dated October 30, 1978; and Land Use Permit Amendment No.4C0094-4 dated March 16, 1999 and recorded in Volume 449 at Page 330 of the City of South Burlington Land Records. 17. Terms and conditions of State of Vermont Land Use Permit No. 4C0391 dated April 23, 1979 and recorded in Volume 150 at Pages 119-120 of the City of South Burlington Land Records, as amended from time to time, including, without limitation, Land Use Permit Amendment No. 4C0391-7 dated November 12, 1991 and recorded in Volume 312 at Pages 640-644 of the City of South Burlington Land Records; Land Use Permit Amendment No. 4C0391-8 dated November 19, 1998 and recorded in Volume 441 at Pages 436-437 of the City of South Burlington Land Records; and Land Use Permit Amendment No. 4C0391-9 dated July 30, 1999 and recorded in Volume 459 at Pages 352-257 of the City of South Burlington Land Records. 18. Terms and conditions of State Subdivision Permit No. EC-4-2136-2 dated September 25, 1998 and recorded in Volume 438 at Pages 530-532 of the City of South Burlington Land Records, and permits referenced therein including Certificates of Compliance Nos. 4C0931 through 4C0391-5, Public Building Permit No. PB-4-1255 and Water Supply and Wastewater Disposal Permit No. WW-4-0442. 19. Terms and conditions of the municipal permits and approvals for the Property including, without limitation, planning commission approvals dated February 9, 1999; September 22, 1998; April 14, 1998; December 15, 1987; March 12, 1985; and January 23, 1973. 20. Sewer Main Easement from BDP Realty Associates to the City of South Burlington dated March 8, 2000 and recorded in Volume 485 at Pages 251-253 of the City of South Burlington Land Records. Reference is also made to the plan entitled: "BDP Realty Associates, Shelburne Road, So. Burlington, Vt., Boundary Plat," prepared by Trudell Consulting Engineers, Inc., dated December 18, 1998, last revised January 18, 1999 and recorded in Map Volume 430 at Page 82 of the City of South Burlington Land Records (the "Trudell Plan"). To the extent that the Trudell Plan depicts additional lands which are not depicted on the Plat, Grantor hereby conveys, by quitclaim only, all of its right, title and interest in and to such additional lands. Also included herewith and conveyed hereby, by quitclaim only, is all of Grantor's right, title and interest, if any, in the underlying fee title to any unaccepted portion or portions of Holmes Road Extension, as depicted on the Plat, which have been dedicated to the City of South Burlington by Irrevocable Offers of Dedication described above in Paragraph 9. Grantor, by the execution of this Deed, and Grantee, by its acceptance of this Deed, hereby terminate and discharge a certain lease between BDP Realty Associates and IDX Corporation (now known as IDX Systems Corporation) dated March 1, 1989, as amended by Amendment dated December 19, 1989 and recorded in Volume 290 at Page 542 of the City of South Burlington Land Records, as further amended by Amendment to Lease, Lease Assignment and Estoppel Agreement dated January 25, 1993 and recorded in Volume 338 at Page 440 of the City of South Burlington Land Records, and by Amended and Restated Lease Agreement dated November 1, 1997, as evidenced by Short Form of Lease dated January 22, 1998 and recorded in Volume 421 at Pages 700-707 of the City of South Burlington Land Records. Grantor and Grantee covenant and agree that in accordance with the February 9, 1999 approval by the South Burlington Planning Commission, the Property conveyed hereby shall merge with the title to Grantor's adjacent lands and premises, located at 50 Green Mountain Drive, which are being conveyed by Grantor to Grantee by deed of even date herewith. Reference is hereby made to the above-mentioned instruments, the records thereof and the references therein contained in further aid of this description. SCHEDULE B 1. City of South Burlington final plat approval dated February 9, 1999 of planned unit development as depicted on a 19 page set of plans, page (3) entitled "IDX, South Burlington, Vermont, Master Site Plan," prepared by Trudell Consulting Engineers, Inc., et al., dated November 12, 1998, last revised January 18, 1999. 2. State of Vermont Wastewater and Water Supply Permit No. WW-4-0442-1 dated June 17, 1999. 3. State of Vermont Land Use Permit No. 4C0391-9 dated July 30, 1999. 4. State of Vermont Amended Discharge Permit No. 1-0512 dated July 8, 1999. 5. State of Vermont Public Water System Permit to Construct No. 5091 dated May 6, 1999. 6. State of Vermont Air Pollution Control Permit No. AP-9-001 dated June 29, 1999. EXHIBIT 99B PURCHASE AND SALE AGREEMENT THIS IS A LEGALLY BINDING CONTRACT THIS AGREEMENT is made and entered into as of this 19th of April 2001 between BDP Realty Associates, a Vermont general partnership with a place of business in the City of South Burlington, hereinafter called SELLER, and IDX Systems Corporation, a Vermont corporation with a place of business in the City of South Burlington, Vermont, hereinafter called BUYER. WITNESSETH In consideration of the mutual agreements of the parties herein contained, it is agreed as follows: 1. PREMISES: SELLER agrees to sell and BUYER agrees to buy certain lands and premises (hereinafter "Premises") located in the City of South Burlington, in the County of Chittenden and State of Vermont. The Premises are further described as being located at 50 Green Mountain Drive, in the City of South Burlington, Vermont, containing 2.24 acres, more or less, together with improvements thereon. The Premises are more particularly described in the attached Schedule A. 2. PURCHASE PRICE. The total purchase price to be paid by BUYER to SELLER for the Premises shall be Six Hundred Twenty-Four Thousand and No/100ths Dollars ($624,000.00). The purchase price shall be payable as follows: Four Thousand and No/100ths Dollars ($4,000.00) herewith as a deposit, the receipt of which is acknowledged by SELLER. The deposit shall be held in an interest bearing escrow 1 account by The Howard Bank. The deposit and accrued interest shall be disbursed and applied against the Purchase Price at closing, or shall otherwise be disbursed according to the terms of this Agreement. The balance of the purchase price is to be paid by cash, certified check, or cashier's check at closing. 3. CLOSING DATE: The closing shall take place on or before April 19, 2001 at a mutually agreed upon time and location. Closing may take place earlier if the parties agree. At BUYER's option, BUYER may extend the closing date for sixty (60) days upon the payment of an additional deposit of Eight Thousand and No/100ths Dollars ($8,000.00) which shall be held in the deposit escrow account described in Paragraph 2 above. 4. CLOSING DOCUMENTS; BUILDING EXPANSION PROJECT: A. SELLER agrees that upon tender of the balance of the purchase price as hereinabove provided at the time of closing, SELLER will execute and deliver to BUYER a good and sufficient Warranty Deed for the Premises, free and clear of all liens and encumbrances (other than mechanic's and materialmen's liens relating to the Building Expansion Project, as defined below), furnished and paid for by SELLER, conveying marketable fee simple title as defined by Vermont law. At no additional cost, SELLER shall also convey, by appropriate assignment, with all necessary consents obtained, all plans and municipal and state approvals and permits necessary for commencement of the Building Expansion Project. SELLER shall also deliver the following at closing: o a Vermont Real Property Transfer Tax Return; o a Vermont Land Gains LG-2 Return (if necessary); 2 o a Commissioner's Certificate of Reduced Withholding in the event SELLER requests that BUYER withhold a reduced Vermont income tax amount; o an affidavit to the effect that SELLER is not a foreign person as that term is used in Section 1445 of the Internal Revenue Code; o reasonable evidence that SELLER has duly authorized the execution, delivery and performance of this agreement and the incumbency and authority of the representatives of SELLER signing this agreement and the other closing documents to be executed by SELLER; o a certificate confirming that the representations and warranties made by SELLER in Paragraph 14 are true and correct in all material respects, or disclosing any facts discovered subsequent to the date hereof which are contrary to any such representations and warranties; o copies or originals, as the case may be, of the maps, files, books and records in SELLER's possession relating solely to the Premises to be conveyed in accordance with this agreement; and o an owner's affidavit as required by the title insurance company issuing the owner's policy, if any, to be purchased by BUYER. At closing, BUYER shall deliver to SELLER the following: o the balance of the Purchase Price; o a Vermont Real Property Transfer Tax Return; o a Vermont Land Gains LG-1 Return (if necessary); and o evidence satisfactory to SELLER that BUYER has duly authorized the execution, delivery and performance of this agreement and the incumbency and authority of the officers of BUYER signing this agreement and the other closing documents to be executed by BUYER. B. The Building Expansion Project is defined as the first phase of the improvements described in Land Use Permit #4C0391-09 issued to SELLER and recorded in Volume 3 459, Page 352 of the City of South Burlington land records, and in the following permits which are incorporated in Land Use Permit #4C0391-09: (i) Water Supply and Wastewater Disposal Permit #WW-4-0442-1 issued on June 17, 1999, (ii) Final Discharge Permit #1-0512 [sic; the permit is entitled Amended Discharge Permit #1-0512] issued on June 8, 1999 [sic; the permit was issued on July 8, 1999]; and (iii) Public Water System Permit to Construct #5091 issued on May 6, 1999 (such permits, together with Land Use Permit #4C0391-09, are collectively referred to as the "Act 250 Permit"). The Act 250 Permit covers all improvements in a phased development to take place at the Premises and additional premises located at 1400/1500 Green Mountain Drive, South Burlington, Vermont (which property is covered by a Purchase and Sale Agreement of even date herewith by and between BUYER and SELLER and is hereinafter referred to as the "1400/1500 Parcel"), over approximately six years. The first phase of the development described in the Act 250 permit constitutes the Building Expansion Project and consists of (i) an approximately 90,000 square foot, three story office building at 1500 Shelburne Road (which is the first phase of the 239,708 square foot, six story office and storage building referenced in the Act 250 Permit), (ii) an approximately 20,500 square foot, two story facility containing a new reception area, multi-media center, kitchen and employee dining hall linking the existing 124,200 square foot office building at 1400 Shelburne Road to the new 90,000 square foot office building at 1500 Shelburne Road, (iii) the extension of Green Mountain and IDX Drives and off-site traffic improvements to Route 7 (Shelburne Road), and (iv) all related infrastructure and site improvements to be built in connection 4 with such buildings and road and traffic improvements, including any such infrastructure and site improvements located on the Premises. 5. EXISTING LEASE: Effective upon closing, the Amended and Restated Lease Agreement, dated as of November 1, 1997 (together with all predecessor lease agreements and all amendments thereto, the "Lease Agreement") between the parties hereto shall become null and void, subject, however, that the Minimum Rent and Additional Rent, as defined in the Lease Agreement, shall be pro-rated (or refunded as appropriate) through the time of closing. 6. CONDITIONS TO PURCHASE: BUYER's obligation to purchase is conditioned upon (i) the results of such tests and inspections as BUYER may require, including, but not limited to, a Phase 1 environmental site assessment, asbestos and radon tests, and mechanical, structural, and termite and other wood-boring insect inspections, such tests and inspections to be conducted by professionals of BUYER'S choice, to be completed at BUYER's sole expense prior to the closing date, (ii) delivery by SELLER of all approvals, permits, consents and licenses, including those of all governmental authorities having jurisdiction over the Premises, necessary in connection with the operation of the Premises (exclusive of the Building Expansion Project) and necessary for the commencement of the construction of the Building Expansion Project, and the expiration of applicable appeal periods without appeal by any party, and (iii) closing on the sale of the 1400/1500 Parcel. SELLER agrees to advise BUYER in writing of all environmental hazards known to it on the Premises being conveyed under this agreement and to deliver evidence of such permits, 5 consents and licenses prior to the closing. Results of all inspections and tests must be satisfactory to BUYER, in BUYER's sole discretion. In the event the result of any inspections or tests are not satisfactory to BUYER or evidence of any of the required permits, consents and licenses are not delivered, SELLER, at SELLER's sole expense, may correct any deficiencies revealed by those inspections or tests and obtain the required permits, consents and licenses prior to the closing date or within fifteen (15) days from the date of this agreement, whichever is later. In the event the result of any inspections or tests are not satisfactory to BUYER or evidence of any of the required permits, consents and licenses is not delivered, and SELLER elects not to correct those deficiencies or obtain such permits, consents and licenses as provided above, and BUYER elects not to complete the purchase, then BUYER may rescind this agreement and be entitled to the BUYER's Default Award, defined in Paragraph 9(b) below. Upon request, BUYER shall provide SELLER with copies of all tests and inspection reports and any permits, consents and licenses BUYER obtains prior to the closing. BUYER shall notify SELLER of BUYER's decision not to complete the purchase based upon the results of such inspections and tests or absence of such permits, consents and licenses at the expiration of SELLER's cure period, as provided above. By failing to terminate this agreement as provided above, BUYER acknowledges that it has been provided an adequate opportunity to conduct its due diligence on the Premises with respect to matters covered by such tests and inspections, and, except with respect to SELLER's representations in Section 14 of this agreement, it is acquiring the 6 Premises in its current "as is" condition based solely on its own due diligence. BUYER further acknowledges and agrees that, except for SELLER's representations in Section 14 of this Agreement and SELLER's delivery of evidence of all required permits, approvals and licenses pursuant to this Section 6, neither SELLER nor SELLER's employees, agents or representatives have made any representation or warranty as to the condition of the Premises, the absence of any necessary permits, approvals or licenses, or the presence or absence of any hazardous materials on, in, under or within the Premises; that the Premises shall be conveyed by SELLER to BUYER "as is" and "with all faults;" and that neither SELLER nor its agents, employees or other representatives have made any guarantee, representation or warranty, express or implied, (and SELLER shall not have any liability whatsoever) as to the value, uses, habitability, condition, design, operation, financial condition or prospects, or fitness for a particular purpose or use of the Premises or any part thereof, or information supplied to BUYER with respect thereto. Further, except with respect to any breach of its representations in Section 14 or failure to deliver evidence of all required permits, approvals or licenses in accordance with this Section 6, SELLER shall have no liability for any latent, hidden or patent defect as to the Premises, or the failure of the Premises, or any part thereof, to comply with any applicable laws and regulations, including building codes, zoning, land use, subdivision, water supply and wastewater, or Act 250. The provisions of this Section 6 shall survive the closing. 7. RISK OF LOSS AND INSURANCE. SELLER covenants and agrees to maintain fire insurance and extended coverage on all buildings on the Premises for the full replacement 7 value until the date of closing. BUYER shall carry or cause Kessel/Duff Corporation to carry the builder's risk insurance for the Building Expansion Project. In the event that the Premises are substantially damaged or destroyed by fire or other casualty prior to the date of closing, then the BUYER shall have the option to either: A. Receive from SELLER any and all insurance proceeds received by SELLER by reason of the damage or destruction, in which event this agreement shall continue in full force and effect; or B. Rescind this agreement and be entitled to have and receive from SELLER BUYER's Default Award. 8. License to Construct Building Expansion Project: So long as BUYER is not in default of this Agreement, BUYER shall have a license and all necessary easements to pursue construction of the Building Expansion Project at its sole cost, expense and risk. Construction shall be in accordance with applicable law and the plans, permits and approvals obtained by SELLER for the Building Expansion Project, with reasonable amendment or modification as deemed necessary by BUYER. SELLER represents and warrants that it has incurred all costs to the date of this agreement in connection with the procurement of the permits and approvals listed on Schedule B; and BUYER represents and warrants that it has incurred all other costs to the date of this agreement in connection with the Building Expansion Project (with the exception of certain building risk premiums which have been paid for by Kessel/Duff Corporation). All costs associated with the Building Expansion Project from the date of this agreement, including permit application 8 fees, impact fees and utility hook-on or connection fees, shall be borne by BUYER. In the event the closing does not occur, BUYER shall restore any damage to SELLER's existing buildings or improvements resulting from such construction. BUYER shall indemnify, defend and hold SELLER and its successors and assigns harmless from any claim, damage, cost or expense, including reasonable attorneys' fees, for any damage to SELLER's existing buildings or improvements or the property of third persons and/or adjacent property of third parties or for any personal injuries arising in whole or in part from any construction activities performed by BUYER or BUYER's agents, employees or invitees on the Premises. BUYER's obligations under this Section 8 shall survive the termination of this agreement for any reason. Ownership of the improvements constructed by BUYER under this license shall accrue to SELLER in the event that closing does not occur. 9. DEFAULT. A. If SELLER has satisfied all of its obligations under this agreement within the time periods required therefor, and BUYER, without just cause, shall fail or neglect to pay the balance of the purchase price at the time of closing as herein provided, then at the election of SELLER, this agreement shall terminate and SELLER may retain the deposit and all interest earned thereon as agreed and satisfactory liquidated damages or pursue all legal and equitable remedies provided by law, including without limitation, damages and/or specific performance. B. In the event that SELLER shall be unable or shall fail, upon tender by the BUYER of the balance of the purchase price as hereinabove provided at the time of closing, to comply with the terms of this agreement and deliver to the BUYER a good and sufficient 9 conveyance together with all documents as hereinabove provided, then at the election of BUYER, this agreement may be rescinded and BUYER shall be entitled to have and receive back from SELLER (i) the deposit and all interest earned thereon, and (ii) the Building Expansion Costs (said deposit and accrued interest together with the Building Expansion Costs are hereinafter collectively called the "BUYER's Default Award") as agreed and satisfactory liquidated damages or BUYER may pursue all legal and equitable remedies provided by law, including, without limitation, damages and/or specific performance. The Building Expansion Costs are defined as all costs expended by BUYER, including builder's risk insurance premiums incurred by BUYER in connection with the Building Expansion Project, together with 10% interest per annum from date of BUYER's expenditure until reimbursed. BUYER and SELLER hereby agree that BUYER's if BUYER elects to receive the reimbursement for the Building Expansion Costs described in the previous sentence pursuant to this or any other provision of this agreement (including any provision for payment of BUYER's Default Award), then BUYER and SELLER shall enter into a commercial triple-net lease for the improvements constituting the Building Expansion Project, which lease shall commence upon substantial completion of the Building Expansion Project, subject only to minor punch-list items, and shall be on the same terms and conditions as then in effect under the Lease Agreement referred to in Section 5 (including the termination date thereof), with the exception of the amount of minimum rent. Minimum rent under such lease shall be a calculated rent based upon the sum of (i) the Building Expansion Costs, (ii) the costs incurred by SELLER prior to the date of this Agreement for the Building Expansion Project, and (iii) the costs to complete the Building Expansion Project, 10 amortized over a period of ten (10) years, plus a fair annual rate of return to SELLER taking into account such costs and amortization period and the credit worthiness of BUYER as a tenant. 10. TITLE EXAMINATION: BUYER, at BUYER's sole cost and expense, shall cause title to the Premises to be examined and prior to the closing, shall notify SELLER's attorney of the existence of encumbrances or defects which render title unmarketable as defined by Vermont law. Promptly following receipt of such notice, SELLER shall endeavor to remove the specified encumbrances or defects. If, after the expiration of thirty (30) days following the receipt of such notice or on the date set forth for closing, whichever is later, SELLER is unable to convey marketable title free and clear of such encumbrances and defects, BUYER may either (i) terminate this agreement and, if so, shall be entitled to receive the BUYER's Default Award; or (ii)elect to close the transaction taking title subject to the enumerated defects and encumbrances. However, if the defect or encumbrance on the Premises is one which may be cured by the payment of money, such as mortgages, taxes or attachment liens or by obtaining a license, corrective deed, permit or a certificate of occupancy, SELLER shall have an affirmative obligation to cure such defect or encumbrance, and if SELLER fails to do so, BUYER shall have the additional option of either (a) curing such defect or encumbrance and deducting the cost of doing so (including attorneys' fees) from the purchase price (in which event BUYER may, at its election, either (x) extend the date for closing as reasonably necessary to complete such cure, or (y) require that sufficient funds be escrowed at closing to cover twice the anticipated cost to reimburse BUYER for its costs in effecting such cure), or (b) demanding specific performance of this agreement, compensatory damages and attorneys' fees. 11 11. TRANSFER TAX AND LAND GAIN TAX: BUYER shall be responsible for and shall pay the Vermont property transfer tax due on the sale covered by this agreement. Any land gains tax due on this sale shall be the responsibility of SELLER. At or prior to closing, SELLER shall provide BUYER with satisfactory proof either that there is no such tax due or that the tax has been paid in full. 12. SUCCESSORS: This agreement shall be binding upon and extend to the respective successors and assigns of the parties hereto. This agreement contains the entire agreement by and between SELLER and BUYER and supersedes any and all prior agreements, written or oral. No modification, amendments or deletion affecting this agreement shall be effective unless in writing and signed by SELLER and BUYER. The law of Vermont shall govern the validity and interpretation of the provisions of this agreement. 13. SELLER'S COVENANTS: After the execution of this agreement, and until the expiration or sooner termination of this agreement or the closing, SELLER shall not: (i) grant or consent to any new easements, leases, licenses, grants or any other interest or estate affecting the Premises or any part thereof without the prior written consent of BUYER; (ii) enter into or agree to any modification or amendment of any existing easements, leases, licenses, grants or any other interest or estate affecting the Premises or any part thereof without the prior written consent of BUYER; or (iii) further encumber or permit any liens against the Premises. In the event any easement or other estate is granted with the consent of BUYER, and consideration is paid for it, the parties agree that the proceeds (less any expenses incurred in connection with the granting of such easement or estate) shall be credited to BUYER at the closing. 12 14. SELLER'S REPRESENTATIONS AND WARRANTIES A. To the best of SELLER's knowledge, none of the Premises has ever been used to generate, manufacture, refine, treat, store, handle or dispose of any toxic and/or hazardous wastes, substances, materials and the like; to the best of SELLER's knowledge, SELLER has not caused or permitted to exist any above ground or underground tanks for the storage of, nor has SELLER caused or permitted to exist any release, spill, leak, pumping, emitting, pouring, emptying, dumping, storage or disposal or any petroleum or petroleum products, toxic and/or hazardous waste, substance, materials or the like on or at the Premises, including without limitation, the presence of asbestos or polychlorinated biphenyl fluids ("PCBs"); SELLER has no knowledge of the existence of any toxic or hazardous waste or substance or any environmental pollution or contamination at or in the Property, including without limitation, the presence of asbestos, formaldehyde or formaldehyde based insulation, or PCBs; no federal, state, or local agency or authority has issued any claim, notification, order or violation or instituted any action, suit, or proceeding concerning oil or hazardous materials, hazardous substances or hazardous wastes or any other contaminate or pollutant with respect to the Premises or with respect to the release of such oil or hazardous materials, hazardous substances or hazardous wastes or any other contaminant or pollutant on any adjoining property; SELLER is not aware of any condition or occurrence which could give rise to any such claim, notification, order, violation, action, suit or proceeding, and SELLER has, to the best of its knowledge, complied with all laws, ordinances, rules and regulations of all federal, state, and local agencies and authorities. 13 B. SELLER has obtained a final City of South Burlington final plat approval dated February 9, 1999, State of Vermont Wastewater and Water Supply Permit No. WW-4-0442-1 dated June 17, 1999, State of Vermont Land Use Permit No. 4C0391-9 issued July 30, 1999, State of Vermont Amended Discharge Permit No. 1-0512 dated July 8, 1999, State of Vermont Public Water System Permit to Construct No. 5091 dated May 6, 1999 and State of Vermont Air Pollution Control Permit No. AP-9-001 dated June 29, 1999 for the construction of the Building Expansion Project, and the applicable appeal periods with respect to such permits and approvals have run without the filing of an appeal by any party. BUYER shall be responsible for and SELLER shall not interfere with (including using reasonable efforts to cooperate with BUYER, at BUYER'S expense) BUYER'S complying and/or satisfying the terms and conditions of the above-referenced permits and approvals in connection with its construction of the Building Expansion Project and shall be responsible for obtaining any other permits which may be required for the construction and/or occupancy of the Building Expansion Project. C. No consent or approval is needed from any governmental agency for the transfer of the Premises under any law, code, ordinance, rule or regulation. D. At closing, no person, firm, corporation or entity other than BUYER will have any right or option to acquire or to lease or occupy the Premises or any portion thereof or any interest therein. 14 E. At closing, no default or breach will exist under any of the covenant, conditions, restrictions, rights-of-way or easements affecting the Premises or any portion thereof which are to be performed or complied with by SELLER. F. At closing, there shall be no law suits or litigation pending against the Premises caused by acts of SELLER, and there shall be no claims or offsets of any kind or nature which affect title to the Premises. The representations and warranties contained in this Paragraph 14 shall survive the Closing. 15. BUYER'S Representations and Warranties A. To the best of BUYER's knowledge, none of the Premises has ever been used to generate, manufacture, refine, treat, store, handle or dispose of any toxic and/or hazardous wastes, substances, materials and the like; to the best of BUYER's knowledge, BUYER has not caused or permitted to exist any above ground or underground tanks for the storage of, nor has BUYER caused or permitted to exist any release, spill, leak, pumping, emitting, pouring, emptying, dumping, storage or disposal or any petroleum or petroleum products, toxic and/or hazardous waste, substance, materials or the like on or at the Premises, including without limitation, the presence of asbestos or polychlorinated biphenyl fluids ("PCBs"); BUYER has no knowledge of the existence of any toxic or hazardous waste or substance or any environmental pollution or contamination at or in the Property, including without limitation, the presence of asbestos, formaldehyde or formaldehyde based insulation, or PCBs; no federal, state, or local agency or authority has issued any claim, notification, order or violation or instituted any action, 15 suit, or proceeding concerning oil or hazardous materials, hazardous substances or hazardous wastes or any other contaminate or pollutant with respect to the Premises or with respect to the release of such oil or hazardous materials, hazardous substances or hazardous wastes or any other contaminant or pollutant on any adjoining property; BUYER is not aware of any condition or occurrence which could give rise to any such claim, notification, order, violation, action, suit or proceeding, and BUYER has, to the best of its knowledge, complied with all laws, ordinances, rules and regulations of all federal, state, and local agencies and authorities. All representations and warranties of BUYER contained in this Section 15(A) shall specifically exclude any knowledge or awareness of BUYER attributable to Richard Tarrant or Robert Hoehl. B. At closing, there shall be no law suits or litigation pending against the Premises caused by acts of BUYER, and there shall be no claims or offsets of any kind or nature which affect title to the Premises. 16. COMMISSIONS AND FEES. The parties warrant and represent to each other that they have no knowledge of any real estate broker or agent to whom a commission may be payable as a result of this transaction or any such knowledge of any other finder's fees or commissions related thereto. Each party agrees to indemnify and hold harmless the other for all claims or demands of any real estate agent or broker claiming by, through or under such party. This indemnification shall also include payment of costs and attorneys' fees incurred by a party in defense of a claim for such real estate commissions or fees. 16 17. Apportionments. All property taxes and other municipal charges assessed against the Premises shall be apportioned at closing in accordance with the terms of the Lease Agreement. IN WITNESS WHEREOF, we hereunto set our hands and seals as of the day and year first above written. In Presence of: BDP Realty Associates /S/ MOLLY LEBOWITZ By:/S/ RONALD L. ROBERTS - ----------------------------- ---------------------------------- Witness Its duly authorized partner IDX Systems Corporation /S/ DIANE L. BROWN By:/S/ JOHN A. KANE - ----------------------------- ---------------------------------- Witness Its duly authorized partner SCHEDULE A Being a parcel of land with all improvements thereon or to be constructed thereon and all appurtenances thereto located easterly of Shelburne Road, in the City of South Burlington, Vermont, known and designated as Lot 11 (50 Green Mountain Drive), containing 2.24 acres, more or less, as depicted on a plat entitled: "Composite Parcel Plan, Heritage Group, Shelburne Road, South Burlington, Vermont," prepared by Pinkham Engineering Associates, Inc., dated August 26, 1998, last revised September 17, 1998, and recorded in Map Volume 430 at Page 28 of the City of South Burlington Land Records (the "Plat"). The Property is more particularly described, with reference to the Plat, as follows: Commencing at a concrete monument located in the southeasterly corner of lands and premises owned by Grantor and known as Lot A (1500 Shelburne Road); thence proceeding in a northerly direction in and along the easterly boundary of Lot A N17(degree)52'46"E a distance of 35.13 to an iron pipe, which pipe forms the point or place of beginning; thence continuing in a northerly direction in and along the easterly boundary of Lot A N19(degree)01'02"E a distance of 335.64 feet to a concrete monument set in the southerly boundary of lands and premises owned by Grantor and known as Lot B (1400 Shelburne Road); thence turning to the right and proceeding in an easterly direction in and along the southerly boundary of Lot B S73(degree)29'22"E a distance of 291.43 feet to an iron pipe located in the westerly boundary of Green Mountain Drive; thence turning to the right and proceeding in a southerly direction in and along the westerly boundary of Green Mountain Drive S19(degree)03'41"W a distance of 334.56 feet to a point; thence turning to the right and proceeding in a westerly direction N73(degree)42'17"W a distance of 291.22 feet to the point or place of beginning. All courses and distances are more or less. Being all and the same lands and premises conveyed to BDP Realty Associates by Warranty Deed of Allson Partnership dated October 13, 1998 and recorded in Volume 439 at Pages 103-104 of the City of South Burlington Land Records. The Property is conveyed subject to and with the benefit of the following: (a) taxes assessed on the Grand List of April 1, 2000 not delinquent on the date of this Deed, which the Grantee herein assumes and agrees to pay as part of the consideration for this Deed, subject to such taxes being prorated between Grantor and Grantee on the date this Deed is delivered; and (b) the provi-sions of municipal ordinances, public laws, and special acts; and (c) all easements, rights-of-way, covenants, permits and restrictions depicted on the Plat, including, but not by way of limitation: 1. Easement Deed from National Life Insurance Company to Green Mountain Power Corporation dated September 21, 1961 and recorded in Volume 63 at Page 90 of the City of South Burlington Land Records. 2. Utility Easement from Allson Partnership to Vermont Gas Systems, Inc. dated July 16, 1987 and recorded in Volume 260 at Page 44 of the City of South Burlington Land Records. 3. Utility Easements from Allson Partnership to Green Mountain Power Corporation and New England Telephone and Telegraph Company dated June 12, 1987 and recorded in Volume 249 at Page 286 of the City of South Burlington Land Records, and dated December 15, 1992 and recorded in Volume 338 at Page 165 of the City of South Burlington Land Records. 4. Spring rights described in a deed of Fortis H. Abbot and Sadie M. Abbot to Vermont Agricultural College dated January 30, 1952 and recorded in Volume 30 at Page 286 of the City of South Burlington Land Records, as modified by an agreement recorded in Volume 22 at Page 393 of the City of South Burlington Land Records. 5. Protective Covenants set forth in the Warranty Deed from National Life Insurance Company to Charles Zachary dated May 18, 1979 and recorded in Volume 148 at Page 278 of the City of South Burlington Land Records and in the Warranty Deed from National Life Insurance Company to Theodore Zachary dated November 16, 1973 and recorded in Volume 115 at Page 212 of the City of South Burlington Land Records, but only to the extent said Protective Covenants, which appear to have expired under their own terms without recordable evidence of their continuation, have been continued. 6. Terms and conditions of State of Vermont Land Use Permit No. 4C0094 dated March 30, 1973, as amended from time to time, including, without limitation, Land Use Permit Amendment No. 4C0094-1 dated October 30, 1978; Land Use Permit Amendment No. 4C0094-4 dated March 16, 1999 and recorded in Volume 449 at Page 330 of the City of South Burlington Land Records; and Land Use Permit Amendment No. 4C0391-9 dated July 30, 1999 and recorded in Volume 459 at Pages 352-257 of the City of South Burlington Land Records. 6. Terms and conditions of Deferral of Permit No. DE-4-2374 dated January 29, 1999 and recorded in Volume 448 at Pages 213-214 of the City of South Burlington Land Records, and the following waiver of development rights contained therein: In order to comply with State of Vermont Environmental Protection Rules on the subdivision of lands and disposal of waste including sewage, the Grantee shall not construct or erect a structure or building on the parcel of land conveyed herein, the useful occupancy of which will require the installation of plumbing and sewage treatment facilities, or convey this land without complying with said State Regulations. The Grantee, by acceptance of this Deed, acknowledges that this lot may not qualify for approval for development under the appropriate Environmental Protection or Health Regulations and that the State may deny and application to develop the lot. 8. Terms and conditions of the municipal permits and approvals for the Property including, without limitation, planning commission approvals dated February 9, 1999; September 22, 1998; April 14, 1998; January 27, 1987 and January 23, 1973. 9. Sewer Main Easement from BDP Realty Associates to the City of South Burlington dated March 8, 2000 and recorded in Volume 485 at Pages 251-253 of the City of South Burlington Land Records. Reference is also made to the plan entitled: "BDP Realty Associates, Shelburne Road, So. Burlington, Vt., Boundary Plat," prepared by Trudell Consulting Engineers, Inc., dated December 18, 1998, last revised January 18, 1999 and recorded in Map Volume 430 at Page 82 of the City of South Burlington Land Records (the "Trudell Plan"). To the extent that the Trudell Plan depicts additional lands which are not depicted on the Plat, Grantor hereby conveys, by quitclaim only, all of its right, title and interest in and to such additional lands. Grantor and Grantee covenant and agree that in accordance with the February 9, 1999 approval by the South Burlington Planning Commission, the Property conveyed hereby shall merge with the title to Grantor's adjacent lands and premises, located at 1400-1500 Shelburne Road, which are being conveyed by Grantor to Grantee by deed of even date herewith. Reference is hereby made to the above-mentioned instruments, the records thereof and the references therein contained in further aid of this description. SCHEDULE B 1. City of South Burlington final plat approval dated February 9, 1999 of planned unit development as depicted on a 19 page set of plans, page (3) entitled "IDX, South Burlington, Vermont, Master Site Plan," prepared by Trudell Consulting Engineers, Inc., et al., dated November 12, 1998, last revised January 18, 1999. 2. State of Vermont Wastewater and Water Supply Permit No. WW-4-0442-1 dated June 17, 1999. 3. State of Vermont Land Use Permit No. 4C0391-9 dated July 30, 1999. 4. State of Vermont Amended Discharge Permit No. 1-0512 dated July 8, 1999. 5. State of Vermont Public Water System Permit to Construct No. 5091 dated May 6, 1999. 6. State of Vermont Air Pollution Control Permit No. AP-9-001 dated June 29, 1999. -----END PRIVACY-ENHANCED MESSAGE-----