Easthampton Road-Request_for_Bids-ADDENDUMWF1-09-2020
Request for Bids—ADDENDUM 3‐ changing bid deadline
Sale of Surplus City Property, Easthampton Road/Route 10
The minimum bid is $50,000 (the highest bidder will be awarded the Purchase and Sale Agreement)
For Questions: Wayne Feiden at WFeiden@NorthamptonMA.gov
Property available for bid: 5.25 acres described in a deed recorded at the Hampshire Registry, Book 12857, Page
9; Being “Rocky Hill Limited Development” on a plan at Plan Book 240, Pages 70‐71; A development agreement
on the abutting parcel to the south provides some potential opportunities for access and public utilities, as
described at Book 11173, Page 113.
Submit Sealed Bids by the bid deadline: 10:00 AM Monday February 24, 2020
Wayne Feiden, Office of Planning & Sustainability
ATTN: Sealed Bid‐ Easthampton Road
210 Main Street Northampton, MA 01060
Bids must include:
1. The amount of the bid (bids below $50,000 will NOT be accepted): $_______________________
2. Name and address of bidder: ______________________________________________________
3. Phone number and email of bidder: _________________________________________________
4. A 25% deposit (Deposits will be refunded only in accordance with this RFP).
5. A signed copy of the attached purchase and sale agreement, with blanks completed (we will sign and return
for the accepted bid).
Conditions and Representations:
The successful bidder will have up to 120 days for all due diligence (title, wetlands, environmental site
assessment, permitting, and any other due diligence). In return for the due diligence period, the successful
bidder is responsible for all such due diligence and the City makes no representations. This property has
been surplused by City Council. We reserve the right to reject any and all bids and cancel the bid process.
The property will be sold with a Quitclaim Deed with a retained agreement that any non‐profit organization
exempt from property taxes they will be required to enter into a payment in lieu of taxes (PILOT)
agreement with the seller requiring an annual payment to the City of Northampton equivalent to 25% of
what the property taxes on the property would be if it were not tax‐exempt based on the annual assessed
value of the property as determined by the City assessor and the City’s annual property tax rate.
Closing deadline is 120 days after the bid opening and the city notice that we have accepted a proposal,
subject to below.
Purchase and Sale Agreement
SECTION 1. Definitions
1.2.1 DATE of this Agreement: November February _, 2020
1.2 PREMISES: 5.25 acres described in a deed recorded at the Hampshire Registry,
Book 12857, Page 9; Being “Rocky Hill Limited Development” on a plan at Plan
Book 240, Pages 70-71; A development agreement on the abutting parcel to the
south provides some potential opportunities for access and public utilities, as
described at Book 11173, Page 113.
1.3 SELLER:
Address:
Email:
Seller's
Attorney:
City of Northampton
210 Main Street, Northampton, MA 01060
WFeiden@NorthamptonMA.gov
Robert Spencer, Jankowski & Spencer
6 University Drive, #201, Amherst, MA 01002
Address: Phone: (413) 549-0041
1.4 BUYER:
Address:
Buyer's Attorney:
Address:
Phone:
Email:
______________________________________
______________________________________
______________________________________
______________________________________
______________________________________
______________________________________
1.5 CLOSING DATE: June 24, 2020 or anytime sooner date mutually agreed upon.
The parties agree that time is of the essence.
1.6 PLACE: Hampshire Registry of Deeds, unless some other place should be
mutually agreed upon by the parties.
1.7 PURCHASE PRICE: The total purchase price for the Premises is ____________________
Dollars ($__,___). A deposit of 25% was made with the bid
submittal, which shall be applied to the Purchase price at closing.
The balance of the Purchase price shall be paid at the time of
delivery of the deed by certified, treasurer’s or bank check, or by
wire transfer, at Buyer’s election.
1.8 TITLE: Quitclaim Deed with a retained agreement that any non-profit
organization exempt from property taxes they will be required to
enter into a payment in lieu of taxes (PILOT) agreement with the
seller requiring an annual payment to the City of Northampton
equivalent to 25% of what the property taxes on the property would
be if it were not tax-exempt based on the annual assessed value of
the property as determined by the City assessor and the City’s
annual property tax rate.
1.9 CONDITIONS: The Request for Bids for this sale and this RFP is incorporated
into this Agreement.
1.10 WARRANTIES: Except as set forth otherwise in this Agreement, the following
representations and warranties are made by Seller as of the date of this Agreement and also as
of the time of the delivery of the deed: None
SECTION 2 -- GENERAL PROVISIONS
2.1 Covenant. Seller agrees to sell and Buyer agrees to buy the Premises upon the
terms hereinafter set forth.
2.2 Buildings, Structures, Improvements, Fixtures. There are no improvements on
the property.
Buyer acknowledges that the Premises is being sold in “as is” condition.
2.3 Title Deed. Said Premises are to be conveyed by a good and sufficient quitclaim deed
running to Buyer, or to a nominee designated by Buyer by written notice to Seller at least
seven calendar days before the deed is to be delivered as herein provided, and said deed shall
convey a good and clear record and marketable title thereto, free from encumbrances, except
(a) Provisions of existing building and zoning laws;
(b) Existing rights and obligations in party walls which are not the subject of
written agreement;
(c) Such taxes for the then current year as are not due and payable on the date of the
delivery of such deed;
(d) Any liens for municipal betterments assessed after the date of this Agreement; and
(e) Easements, restrictions and reservations of record, if any, provided the same do
not interfere with use of and access to the Premises.
2.4 Deed and Plans; Seller shall be responsible for drafting the deed.
2.5 Registered Title. The title to this property is not Registered.
2.6 Possession and Control of Premises. Full possession of said Premises free of all tenants
and occupants, except as herein provided, is to be delivered at the time of the delivery of the
deed, said Premises to be then (a) in the same condition as they now are, reasonable use and
wear thereof excepted, and (b) in compliance with provisions of any instrument referred to in
clause
2.3 hereof. Buyer shall be entitled personally to inspect said Premises prior to the delivery of the
deed in order to determine whether the condition thereof complies with the terms of this clause.
2.7 Extension to Perfect Title or Make Premises Conform. If Seller shall be unable to give
title or to make conveyance, or to deliver possession of the Premises, all as herein stipulated,
or if at the time of the delivery of the deed the Premises do not conform with the provisions
hereof, then Seller shall use reasonable efforts to remove any defects in title, or to deliver
possession as provided herein, or to make the said Premises conform to the provisions hereof, as the
case may be, and thereupon the time for performance hereof shall be extended for a period of thirty
calendar days.
2.8 Failure to Perfect Title or Make Premises Conform. If at the expiration of the
extended time Seller shall have failed so to remove any defects in title, deliver possession, or
make the Premises conform, as the case may be, all as herein agreed, or if at any time during
the period of this Agreement or any extension thereof, the holder of a mortgage on said
Premises shall refuse to permit the insurance proceeds, if any, to be used for such purposes,
then all obligations of the parties shall cease and this Agreement shall be void without
recourse to the parties hereto, provided however that all deposits made by Buyer under this
Agreement shall be refunded to Buyer, which obligation shall survive the termination of this
Agreement. The Buyer acknowledges that the city may use eminent domain to clean any
defective title and waives any objections to such actions.
2.9 Buyer’s Election to Accept Title. Buyer shall have the election, at either the original or
any extended time for performance, to accept such title as Seller can deliver to the said
Premises in their then condition and to pay therefore the purchase price, without deduction, in
which case Seller shall convey such title, except that in the event of such conveyance in accord
with the provisions of this clause, if the said Premises shall have been damaged by fire or
casualty insured against, then Seller shall, unless Seller has previously restored the Premises to
their former condition, either
(a) pay over or assign to Buyer, on delivery of the deed, all amounts recovered or
recoverable on account of such insurance, less any amounts reasonably expended
by Seller for any partial restoration, or
(b) if a holder of a mortgage on said Premises shall not permit the insurance proceeds or
a part thereof to be used to restore the said Premises to their former condition or to
be so paid over or assigned, give to Buyer a credit against the purchase price, on
delivery of the deed, equal to said amounts so recovered or recoverable and retained
by the holder of the said mortgage less any amount reasonably expended by Seller
for any partial restoration.
2.10 Acceptance of Deed. The acceptance of a deed by Buyer, or its assignee or nominee as
the case may be, shall be deemed to be a full performance and discharge of every agreement
and obligation herein contained or expressed, except such as are, by the terms hereof, to be
performed after the delivery of said deed.
2.11 Use of Money to Clear Title. To enable Seller to make conveyance as herein provided,
Seller may, at the time of delivery of this deed, use the purchase money or any portion thereof
to clear the title of any or all encumbrances or interests, provided that all instruments so
procured are recorded simultaneously with the deed or, for institutional mortgages, are
recorded in accordance with customary conveyancing practices.
2.12 Adjustments. Taxes for the then current fiscal year shall be adjusted in accordance with
G.L. c. 59, § 72A. If the amount of said taxes is not known at the time of the delivery of the
deed, they shall be apportioned on the basis of the taxes assessed for the preceding fiscal
year.
2.13 Brokers. No brokers are being used for this transaction.
Seller's broker: NONE Buyer's broker: NONE
2.14 Inspection Rights. The parties agree that Buyer shall have the right to obtain, at Buyer's
expense, an inspection of the premises by a consultant of Buyer's during the bid period. In
consideration of right of inspection and rescission, Seller is hereby released from liability
relating to defects in the premises actually disclosed or about which Seller had no actual
knowledge.
2.15 Water/Sewer, ledge, permitting. Seller makes no representations.
2.16 Hazardous Materials, Lead, Asbestos, and Oil. Seller represents and warrants to Buyer
that, to the best of Seller’s knowledge, information and belief, (i) there has been no release of
any hazardous materials or oil on, from or near the Premises, except as noted above, (as used in
this Agreement, the terms "release," "hazardous materials" and "oil" shall have the meaning
given to them in M.G.L.c.21E), (ii) there are no underground storage tanks or other subsurface
facilities holding petroleum or oil products currently in use or previously abandoned on the
Premises and (iii) chlordane has not been used as a pesticide on the Premises. These
representations and warranties shall survive the closing.
2.17 Financing Contingency. There is no financing contingency.
2.18 Title to Premises. Notwithstanding anything herein contained, the Premises shall not be
considered to be in compliance with the provisions of this Agreement with respect to title unless:
(a) No building, structure, or right of way, easement or improvement, including any
driveway(s), garages, septic systems and wells or property of any kind encroaches
upon or under the Premises from other premises;
(b) Title to the Premises is insurable, for the benefit of Buyer, by a title insurance
company acceptable to Buyer, in a fee owner's policy of title insurance at normal
premium rates, in the American Land Title Association form currently in use;
(c) All structures and improvements on the Premises, including any driveway(s)
garage(s), septic systems and wells and all means of access to the Premises shall not
encroach upon or under any property not within the lot lines of the Premises;
(d) The Premises abut a public way, or have the benefit of an access and utility
easement over a private way leading to a public way, duly laid out or accepted as
such by the municipality in which the Premises are located.
2.19 Affidavits, etc. Simultaneously with the delivery of the deed, Seller shall execute and
deliver: (a) affidavits and indemnities under oath with respect to parties in possession and
mechanic's liens to induce Buyer’s title insurance company to issue lender's and owner's policies
of title insurance without exception for those matters, and Seller shall indemnify and hold
harmless the title insurance company for any losses, costs, or damages sustained as a result of
issuing a policy without exceptions covered by such representations; (b) an affidavit, satisfying
the requirements of Section 1445 of the Internal Revenue Code and regulations issued
thereunder, which states, under penalty of perjury, Seller’s United States taxpayer identification
number, that Seller is not a foreign person, and Seller’s address (the "1445 Affidavit"); (c)
Internal Revenue Service Form W-8 or Form W-9, as applicable, with Seller’s tax identification
number, and an affidavit furnishing the information required for the filing of Form 1099S with
the Internal Revenue Services and stating Seller is not subject to back-up withholding; and (d)
such additional and further instruments and documents as may be consistent with this Agreement
and customarily and reasonably required by Buyer and/or the Buyer’s title insurance company to
complete the transactions described in this Agreement.
2.20 Title Standards. Any matter or practice arising under or relating to this Agreement which
is the subject of a title standard or a practice standard of the Real Estate Bar Association at the
time for delivery of the deed shall be covered by said title standard or practice standard to the
extent applicable.
2.21 Deposit. A 25 percent deposit shall be made by the Buyer as part of its bid submittal. The
Deposit shall be held by the City or its attorney. The Deposit shall be duly accounted for at the
time of performance of this agreement or otherwise by the agreement of the parties or by order
of a court of competent jurisdiction. The deposits are refundable only if Planning &
Sustainability approves due diligence work contracted for by the bidder and the bidder agrees to
release all such work products and all rights to such work products to the City.
2.22 Buyer’s Breach. If Buyer shall unjustifiably fail to fulfill Buyer’s part of this Agreement,
all deposits made hereunder, if any, shall be forfeited and become the property of Seller as
liquidated damages, which shall constitute Seller’s sole and exclusive remedy at law or in equity
for Buyer’s default under this Agreement.
2.23 Notices. Any notice required or permitted to be given under this Agreement shall be in
writing and signed by the party or the party's attorney or agent and shall be deemed to have been
given: (a) when delivered by hand, or (b) when sent by Federal Express or other similar courier
service, or (c) when mailed by certified mail, return receipt requested, or (d) upon electronically
confirmed receipt of facsimile delivery (provided that such facsimile delivery is promptly
followed by one of the other permitted forms of notice contained herein), to the party with a
copy to the party’s attorney at the addresses set forth in Section 1.
2.24 Closing. The deed and other documents required by this Agreement are to be delivered
and the Purchase Price paid at the Date and Time of Closing and at the Place of Closing. All
documents and funds are to be delivered in escrow subject to prompt rundown of title and
recording, which term shall include registration in the case of registered land. Seller’s proceeds
may be in the form of an IOLTA check, and the check shall be held in escrow by Seller’s
attorney who shall release the check to Seller only following the recording of the deed.
2.25 Condition of Premises at Closing. Seller agrees to deliver the Premises at the time of
delivery of Seller’s deed in a condition substantially similar to its condition at the time of the
signing of this Agreement.
2.26 Casualty. Notwithstanding anything herein to the contrary, in the event of damage to or
destruction of the Premises by fire, vandalism or other casualty, then at Buyer’s sole option, this
Agreement may be terminated, whereupon all deposits paid by Buyer hereunder shall be
promptly returned to Buyer.
2.27 Liability of Trustee, Shareholder, Fiduciary, etc. If Seller or Buyer executes this
Agreement in a representative or fiduciary capacity, only the principal or the estate represented
shall be bound, and neither Seller or Buyer so executing, nor any shareholder or beneficiary of
any trust, shall be personally liable for any obligation, express or implied, hereunder.
2.28 Extensions. Buyer and Seller hereby authorize their respective attorneys (as the case may
be) to execute on their behalf any extensions to the time for performance and any change of
location and/or time for delivery of the deed. Buyer and Seller shall be able to rely upon the
signature of said attorneys as binding unless they have actual knowledge before the execution or
other consent to such extensions, that either party has disclaimed the authority granted herein to
bind them. For purposes of this Agreement, facsimile signatures shall be construed as original.
2.29 Construction of Agreement. This instrument, executed in multiple counterparts, is to be
construed as a Massachusetts contract, is to take effect as a sealed instrument, sets forth the
entire contract between the parties, is binding upon and inures to the benefit of the parties hereto
and their respective heirs, devisees, executors, administrators, successors and assigns, and may
be canceled, modified or amended only by a written instrument executed by both Seller and
Buyer. If two or more persons are named herein as Buyer their obligations hereunder shall be
joint and several.
2.30 Incorporation; Conflict. All terms of the Request for Proposals and the Buyer’s Proposal
are hereby made a part of this Agreement and are incorporated herein by reference. In the event
of conflicting or inconsistent provisions, the terms of the Request for Proposals and the Buyer’s
Proposal shall control.
2.31 Captions. The captions and headings throughout this Agreement are for convenience of
reference only and the words contained therein shall in no way be held or deemed to define,
limit, explain, modify, amplify or add to the interpretation, construction or meaning of any
provisions of, or the scope or intent of this Agreement, nor in any way affect this Agreement, and
shall have no legal effect.
In Witness whereof, the parties hereto sign this Agreement under seal as of this
of February, 2020.
Buyer:
th day
Seller:
Mayor David J. Narkiewicz
Wayne Feiden, FAICP, Director of Planning & Sustainability
Joseph M. Cook, Chief Procurement Officer
Joyce Karpinski, Auditor