Earle Street PS DCB 2-13-18 WF2-5-2018
Purchase and Sale Agreement
Surplus City Land at Earle Street, Northampton, MA
Section 1 – Information and Definitions
1.2.1 DATE of this Agreement: February ____, 2018
1.2 PREMISES: A parcel of land in Northampton, Massachusetts on Earle Street,
containing 0.694+/- acres, comprised of the land described in a Release Deed to the
City of Northampton recorded in the Hampshire Registry of Deeds at Book 12771,
Page 225 (10/10/2017), and shown as “Lot 4,” on the plan of land entitled “Plan of
Land in Northampton, MA, Prepared for Hospital Hill Development, LLC (Owners)”,
dated August 12, 2009 and revised August 28, 2009, by Sherman & Frydryk Land
Surveying and Engineering, and recorded in the Hampshire Registry of Deeds in
Plan Book 221, Page 81 (“Premises”)
1.3 SELLER: City of Northampton, attn.: Wayne Feiden
through its Office of Planning & Sustainability
Address: 210 Main Street, Northampton, MA 01060
Phone: (413) 587-1265
Email: WFeiden@NorthamptonMA.gov
Seller's Attorney: Robert Spencer, Jankowski & Spencer
Address: 6 University Drive, #201, Amherst, MA 01002
1.4 BUYER: Alloy, LLC, or its nominee
Address: 209 Earle Street, Northampton, MA 01060
Phone: (413) 587-2750
Email: bvolz@vca-inc.com
Buyer's Attorney: David C. Bloomberg, Fierst, Kane & Bloomberg LLP
64 Gothic Street, Suite 4, Northampton, MA 01060
1.5 CLOSING DATE: April 15, 2018 or any other date mutually agreed upon.
1.6 PLACE: Hampshire County 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 Seven Thousand
Dollars ($7,000.00).
1.8 TITLE: Release or Quitclaim Deed, at the City’s option
1.9 BROKER: City: None
Buyer: None
1.10 WARRANTIES AND REPRESENTATIONS
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
1.12 BUYER’S ADDITIONAL RESPONSIBILITIES
A. The Premises shall be combined with the existing VCA property on Earle Street into a
single lot.
B. Any driveway shall come off of the existing VCA owned property’s frontage and not
the frontage of the Premises
C. The driveway shall comply with zoning requirements and not be wider than 24’ wide
at the front property boundary
D. The driveway shall cross the sidewalk so that the entire sidewalk is the same as its
current width and that entire width complies with the Americans with Disabilities Act
(ADA) maximum side slope requirements.
1.13 CITY COUNCIL AUTHORITY: The BUYER and the SELLER acknowledge that City
Council has not yet declared the Premises surplus and this Agreement is not binding upon the
City unless and until that happens. The SELLER intends on requesting that designation once the
BUYER signs this Agreement.
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
Premises.
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 release or
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 the use of and access to the Premises for the purposes of a parking lot with
at least ____ parking spaces to be used to provide additional parking for the Buyer’s
property at 209 Earle Street.
2.4 Deed and Plans. Seller shall be responsible for drafting the deed, which shall be in form
and content reasonably acceptable to the Buyer.
2.5 Registered Title. The title to the Premises 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 up to thirty
(30) 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, 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 Seller 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.
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.
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. NOT APPLICABLE
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 ten percent deposit shall be made by the Buyer as part of its bid submittal and
an additional 10% deposit within 30 days of the City’s acceptance of the Buyer’s bid. 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.
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. Both parties specifically consent to the
deposits as the acceptable measure of Seller’s damages regardless of any subsequent sale
price which the Seller may receive for the Premises.
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 or emailed 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 ___th day of
February, 2018.
Buyer: ALLOY, LLC
By: ___________________
Bruce P. Volz, Its Manager
By: ___________________
Anthony S. Clarke, Its Manager
Attached evidence that the signatory is authorized to sign for the corporation
Seller:
Mayor David J. Narkiewicz
Wayne Feiden, Director of Planning & Sustainability
Joseph M. Cook, Chief Procurement Officer
Joyce Karpinski, Auditor