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Alyse Steidler Saw Mill Hills OPTION 1_20_2015CONTRACT NUMBER: #_____________________ BUDGET CODES: ______________________ OPTION FOR PURCHASE OF LAND This Option made by and betweenAlyseSteidler, having an address of 333 Old Mill Road, #305, Santa Barbara, CA 93110("Optionor" or “STEIDLER”) and the City of Northampton, ATTN: Wayne Feiden, Office of Planning and Sustainability, 210 Main Street, Room 11, Northampton, MA 01060, a Massachusetts municipal corporation or its assigns ("Optionee" or “CITY”). For and in consideration of the Sum of One Dollar ($1.00), the receipt and sufficiency of which is hereby acknowledged, STEIDLER hereby grants to the CITY an exclusive right and option to purchase a certain parcel of LAND. Said LAND consists of the land shown as Northampton Assessors Map ID 15B-014-001, being described as “three acres and one hundred and forty-four rods more or less” off Dimock Street and Spring Street in the Leeds section of Northampton. Described in the deed recorded at the Hampshire Registry of Deeds at Book 6374, Page 25, subject to an easement to the Northampton Electric Lighting Company in Book 898, Page 93.Purchase Price and Terms: The purchase price for the LAND shall beby a Deed in lieu of tax title foreclosure to the City of Northampton with no other consideration or a Quit Claim Deed in consideration of $1, at the City’s option. The parties acknowledge that the purchase price was negotiated on a willing buyer/willing seller negation and the City never raised or suggested any eminent domain action if an agreement could not be reached, other than “friendly” eminent domain to clear title, if necessary. STEIDLER agrees that upon payment of the purchase price, they shall execute and deliver to the CITY a good and sufficient quitclaim deed in lieu of foreclosure or Quit Claim to the CITY, free of any liens and encumbrances, other than encumbrances of record and back taxes which do not materially affect the value or intended use of the LAND. Closing: The CITY’s commitment to exercise the Option shall be delivered no later than September 30, 2015.The Option shall be exercised by mailing, certified mail, or hand delivering written notice of CITY's intent to exercise this Option to STEIDLER’s address listed above, said mailing to occur on or before said date. The closing shall occur on or before October 31, 2015. Right of Entry: During the term of this Option, the CITY and the CITY's authorized agents shall have the right to enter upon the Land for any and all purposes consistent with surveying, inspection, testing, measurement, permit applications,vernal pool certifications, or other considerations of CITY relating to the use of the Land, including such limited cutting of trees and brush as are needed to allow measurements.STEIDLER hereby grants the CITY permission to apply for any necessary permits and approvals necessary for the CITY’s reuse of the property. Non-Exercise of Option: In the event this Option is not exercised in accordance with the terms herein contained, the consideration paid simultaneously with the execution hereof shall be forfeited by the CITY to STEIDLERand shall beliquidated damages to STEIDLER. Such forfeiture, together with any other benefits accruing to STEIDLER under the terms of this Option shall preclude the imposition of liability at law or in equity against either party and no further obligation hereunder; and the Option granted herein shall expire without the necessity of any further action or recording by either party. No Broker: CITYand STEIDLER each represent and warrant that they did not hire or enter into any agreement with any real estate broker nor any other person who could be entitled to a real estate commission with respect to the transactions contemplated herein. Hazardous Materials: STEIDLER represents and warrants that to the best of itsknowledge and belief, there are no underground storage tanks on the LAND, nor of any release or threat of release of oil or hazardous materials on the Land, as these terms are defined by M.G.L. c.21E. This provision shall survive the closing. Entire Agreement: This Option contains each and every agreement and understanding existing between the parties relating to the subject matter hereof and supersedes all previous negotiations, representations, commitments and writings. Any changes, modifications or additions to this Option shall be in writing and signed by STEIDLER and CITY. Except as specifically set forth herein, each party shall bear all its own costs of this transaction, including without limitation legal fees and as to the new survey, CITY shall pay such surveying and recording costs. Governing Law: This Option shall be construed under the laws of the Commonwealth of Massachusetts and shall inure to the benefit of and bind the parties and their respective heirs, executors, administrators, personal representatives, successors and assigns.Pursuant to M.G.L. Chapter 62C, Section 49A, I certify under the penalties of perjury that I have, to my best knowledge and belief, complied with the law of the Commonwealth relating to taxes, reporting of employees and contractors, and withholding and remitting child support. I further authorize the City of Northampton to deduct from the amounts due under this contract, any overdue taxes, real or personal, or any other fees due to the City of Northampton from the vendor which become due and payable by the vendor or its officers, directors or agents during the term of this contract or until the final amounts due under this contract are paid in full. IN WITNESS WHEREOF, STEIDLER and CITY have executed this Option as a sealed instrument this ____ day of ________, 2015. STEIDLER, Optionor: AlyseSteidlerCity of Northampton, Optionee: Wayne Feiden, FAICP, Director of Planning and Sustainability Joyce Karpinski, City Auditor, as to appropriation Joe Cook, Chief Procurement Officer, as to procurement and to form David J. Narkewicz, Mayor