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17D-081 Tom Michel corresondence to 7.8.2015 with attachmentsCity of Northampton Mail - Copy of Communicationshttps://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 1 of 1 7/8/2015 10:19 AM City of Northampton Mail - Access from Garfield Avenue to old landfill caphttps://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 1 of 2 7/8/2015 10:17 AM City of Northampton Mail - Access from Garfield Avenue to old landfill caphttps://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 2 of 2 7/8/2015 10:17 AM City of Northampton Mail - Architect https://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 1 of 3 7/8/2015 10:17 AM [Quoted text hidden] [Quoted text hidden] (City of Northampton E-mail is a public record except when it falls under one of the specific statutory exemptions.) City of Northampton Mail - Architect https://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 2 of 3 7/8/2015 10:17 AM typos. [Quoted text hidden] [Quoted text hidden] City of Northampton Mail - Architect https://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 3 of 3 7/8/2015 10:17 AM City of Northampton Mail - Forbearance Agreementhttps://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 1 of 2 7/8/2015 10:15 AM Forbearance Agreement as recorded 4_2_2014 Garfield Ave.pdf 497K City of Northampton Mail - Forbearance Agreementhttps://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 2 of 2 7/8/2015 10:15 AM Lot 1A Garfield Ave Extension Thu, 27 Feb 2014 14:35:11 -0500 Tim Reilly <treilly@reillylaw.net> 'Tom Michel' <tom@tommichel.com> Tom: Attached are the restrictions that apply to your lot FYI. Please note the following: 1. The city must approve your building design in writing, and it must be recorded at the Registry. (this happens post closing) 2.Once you close on the lot, you will be a member of the Garfield Avenue Extension Homeowners Association, which requires you to pay 16.66 % of the City of Northampton Mail - Fwd: Lot 1A Garfield Ave Extensionht tps://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 1 of 3 7/8/2015 10:11 AM costs of the following: a.Road maintenance (the city should accept the street at some point in the future, which may reduce this cost) b.Sewer line maintenance c.Stormwater runoff and pollutant prevention 3.You will also be responsible for annual Homeowners Association dues, the cost of which was not disclosed in the restrictions. 4.You do in fact have access to Garfield Avenue Extension and the sewer line. The right to access the street and sewer line were in the attached restriction. 5.There is no affordable restriction attached to this lot. Your lot is considered a market rate lot, so you can sell it at fair market value. Please make sure the proposed house does not fall into the conservation 100 foot buffer zone. Other than that, I believe we are ready to close. Thanks. City of Northampton Mail - Fwd: Lot 1A Garfield Ave Extensionht tps://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 2 of 3 7/8/2015 10:11 AM 20140227121609963.pdf 768K City of Northampton Mail - Fwd: Lot 1A Garfield Ave Extensionht tps://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 3 of 3 7/8/2015 10:11 AM RE: 1 Garfield Ave Tue, 4 Feb 2014 09:53:23 -0500 Tim Reilly <treilly@reillylaw.net> 'Tom Michel' <tom@tommichel.com> Hi Tom: I have title back and there are a few issues: 1.Your lot does not have legal access to Garfield Ave. City of Northampton Mail - Fwd: RE: 1 Garfield Avehttps://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 1 of 31 7/8/2015 10:15 AM 2.Your lot does not have legal access to the city sewer line. 3.There may be an affordability restriction on your lot. This would require future buyers to be low income. As a result, I do not believe we will close on Thursday. I will have to do some more research and get back to you. Thanks. City of Northampton Mail - Fwd: RE: 1 Garfield Avehttps://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 2 of 31 7/8/2015 10:15 AM From: Tom Michel [mailto:tom@tommichel.com] Sent: Tuesday, January 21, 2014 9:17 PM To: Tim Reilly Subject: Re: 1 Garfield Ave City of Northampton Mail - Fwd: RE: 1 Garfield Avehttps://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 3 of 31 7/8/2015 10:15 AM City of Northampton Mail - Fwd: RE: 1 Garfield Avehttps://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 4 of 31 7/8/2015 10:15 AM From: Tom Michel [mailto:tom@tommichel.com] Sent: Saturday, January 18, 2014 8:40 AM To:treilly@reillylaw.net Subject: 1 Garfield Ave City of Northampton Mail - Fwd: RE: 1 Garfield Avehttps://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 5 of 31 7/8/2015 10:15 AM 1.Your lot does not have legal access to Garfield Ave. WF: Garfield Avenue abuts your property so I, as a non-lawyer who can't make legal representations, would think this is sufficient, but I certainly understand the concern. It is accurate, however, that the portion of Garfield Avenue that is an accepted City street ends just south of the Habitat for Humanity homes and does not reach your property. Habitat will be going through the process of completing the paperwork so that the unaccepted portion of Garfield Avenue can be accepted as a city street. Habitat is obligated to do this by the Agreement Regarding Garfield Avenue Extension (recorded at Book 10068, Page 34). They have completed the substantial work of building the road (which was required by the agreement to be completed by December 31, 2010), but they have not completed the final paperwork which consists of documentation of what was built and that it was built correctly. As an approved comprehensive permit (which in this case serves as the approved subdivision permit), access over an approved future street is sufficient to get a building permit and certificate of occupancy prior to street acceptance. As you City of Northampton Mail - Fwd: RE: 1 Garfield Avehttps://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 6 of 31 7/8/2015 10:15 AM may remember, the Purchase and Sale (also included in our advertisement for bids) discloses that access may be by a street or by an easement to the street: Agreement 2.20 (A)" That said, of course we want to make sure that you are comfortable with the status of your title and access. 2.Your lot does not have legal access to the city sewer line. WF: I don't know if this is the same issue as the legal access to the City Street issue. If it is something else, let me know. Northampton Department of Public Works has issued Sewer Availability. I can send that to you if you want (but not today, since I am working from home). 3.There may be an affordability restriction on your lot. This would require future buyers to be low income. City of Northampton Mail - Fwd: RE: 1 Garfield Avehttps://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 7 of 31 7/8/2015 10:15 AM Please let me know if any of you need any additional information. Wayne Feiden City of Northampton Mail - Fwd: RE: 1 Garfield Avehttps://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 8 of 31 7/8/2015 10:15 AM RE: 1 Garfield Ave Tue, 4 Feb 2014 09:53:23 -0500 Tim Reilly <treilly@reillylaw.net> 'Tom Michel' <tom@tommichel.com> Hi Tom: I have title back and there are a few issues: As a result, I do not believe we will close on Thursday. [Quoted text hidden] City of Northampton Mail - Fwd: RE: 1 Garfield Avehttps://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 9 of 31 7/8/2015 10:15 AM [Quoted text hidden] [Quoted text hidden] [Quoted text hidden] (City of Northampton E-mail is a public record except when it falls under one of the specific statutory exemptions.) City of Northampton Mail - Fwd: RE: 1 Garfield Avehttps://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 10 of 31 7/8/2015 10:15 AM [Quoted text hidden] [Quoted text hidden] City of Northampton Mail - Fwd: RE: 1 Garfield Avehttps://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 11 of 31 7/8/2015 10:15 AM IMG_20140218_081457_642.jpg 1313K [Quoted text hidden] [Quoted text hidden] Hi Wayne, Just heard back from the buyer’s aƩorney. Good news—they are saƟsﬁed with the Ɵtle issues previously raised and are ready to close. Is there a City Council vote that you could forward for aƩachment to the proposed deed? City of Northampton Mail - Fwd: RE: 1 Garfield Avehttps://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 12 of 31 7/8/2015 10:15 AM As for a date to close, I presume that the City is ready whenever, save for a few days’ noƟce to obtain the Mayor’s signature? ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ Danielle S. Michaud, Esq. Seewald, Jankowski & Spencer, P.C. 5 East Pleasant Street Amherst, MA 01002 tel: (413) 549-0041 fax: (413) 549-3818 email: dsm@sjsamherst.com ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ This transmission is intended solely for the person or enƟty to whom it is addressed. It may contain privileged and conﬁdenƟal informaƟon. If you are not the intended recipient, please be noƟﬁed that any disseminaƟon, distribuƟon or copying is strictly prohibited. If you have received this transmission by mistake, please let us know and then delete it from your system. From: Tim Reilly [mailto:treilly@reillylaw.net] Sent: Thursday, February 27, 2014 2:36 PM To: Danielle Michaud Subject: RE: RE: 1 Garfield Ave City of Northampton Mail - Fwd: RE: 1 Garfield Avehttps://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 13 of 31 7/8/2015 10:15 AM Timothy A. Reilly, Esq. Law Offices of Timothy A. Reilly, P.C. www.reillylaw.net 82 1/2 Maple Street Florence, MA 01062 Tel: 413-584-9900 Fax: 413-586-9440 From: Danielle Michaud [mailto:DSM@sjsamherst.com] City of Northampton Mail - Fwd: RE: 1 Garfield Ave https://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 14 of 31 7/8/2015 10:15 AM Sent: Monday, February 24, 2014 4:04 PM To: Tim Reilly Subject: RE: RE: 1 Garfield Ave Hi Tim, No worries—it seems as though everyone is up to their ears right now. Thanks for the heads up; we’ll catch up tomorrow. ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ Danielle S. Michaud, Esq. Seewald, Jankowski & Spencer, P.C. 5 East Pleasant Street Amherst, MA 01002 tel: (413) 549-0041 fax: (413) 549-3818 email: dsm@sjsamherst.com ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ This transmission is intended solely for the person or enƟty to whom it is addressed. It may contain privileged and conﬁdenƟal informaƟon. If you are not the intended recipient, please be noƟﬁed that any disseminaƟon, distribuƟon or copying is strictly prohibited. If you have received this transmission by mistake, please let us know and then delete it from your system. City of Northampton Mail - Fwd: RE: 1 Garfield Avehttps://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 15 of 31 7/8/2015 10:15 AM From: Tim Reilly [mailto:treilly@reillylaw.net] Sent: Monday, February 24, 2014 4:02 PM To: Danielle Michaud Subject: RE: RE: 1 Garfield Ave Timothy A. Reilly, Esq. Law Offices of Timothy A. Reilly, P.C. www.reillylaw.net 82 1/2 Maple Street Florence, MA 01062 Tel: 413-584-9900 City of Northampton Mail - Fwd: RE: 1 Garfield Avehttps://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 16 of 31 7/8/2015 10:15 AM Fax: 413-586-9440 From: Danielle Michaud [mailto:DSM@sjsamherst.com] Sent: Thursday, February 20, 2014 10:03 AM To:treilly@reillylaw.net Subject: RE: RE: 1 Garfield Ave Hi Tim, Just wanted to check in with you about this closing—I know that Wayne Feiden had provided some background informaƟon on the various issues raised by your Ɵtle exam. With respect to the access issues, I can certainly appreciate the need for something more than mere assurances that your client will have legal access to Garﬁeld Avenue and sewer connecƟons at some point in the future. What will you and your client require prior to closing to address access? As to the affordability restricƟon, have you been able to verify that the lot to be purchased is in fact unaffected by the restricƟon, as per Wayne’s comments? I believe that you were going to look into this issue further before making a determinaƟon, but if I am mistaken and you are waiƟng for something from me, please let me know. Please let me know where we stand when you have a moment. Thanks and talk to you soon. ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ City of Northampton Mail - Fwd: RE: 1 Garfield Avehttps://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 17 of 31 7/8/2015 10:15 AM Danielle S. Michaud, Esq. Seewald, Jankowski & Spencer, P.C. 5 East Pleasant Street Amherst, MA 01002 tel: (413) 549-0041 fax: (413) 549-3818 email: dsm@sjsamherst.com ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ This transmission is intended solely for the person or enƟty to whom it is addressed. It may contain privileged and conﬁdenƟal informaƟon. If you are not the intended recipient, please be noƟﬁed that any disseminaƟon, distribuƟon or copying is strictly prohibited. If you have received this transmission by mistake, please let us know and then delete it from your system. From: Wayne Feiden [mailto:wfeiden@northamptonma.gov] Sent: Wednesday, February 05, 2014 11:20 AM To: Tom Michel Cc: Danielle Michaud; treilly@reillylaw.net Subject: Re: RE: 1 Garfield Ave Tom, [Quoted text hidden] (City of Northampton E-mail is a public record except when it falls under one of the specific statutory exemptions.) City of Northampton Mail - Fwd: RE: 1 Garfield Avehttps://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 18 of 31 7/8/2015 10:15 AM City of Northampton Mail - Fwd: RE: 1 Garfield Avehttps://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 19 of 31 7/8/2015 10:15 AM [Quoted text hidden] [Quoted text hidden] Hi Wayne, Welcome back. City of Northampton Mail - Fwd: RE: 1 Garfield Avehttps://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 20 of 31 7/8/2015 10:15 AM Buyer’s aƩorney has already reviewed the deed—see aƩached—and there’s no need to send the city council order, as I was able to obtain it from the previously recorded deed you menƟoned (thanks). (I had previously draŌed a forebearance agreement related to maintenance costs for Habitat for Humanity’s signature, but managed to delete the ﬁle by accident earlier this morning. I am in the process of redraŌing now…) I’ll follow up with buyer’s aƩorney again to obtain any documents that they will want the City to sign, but otherwise, I believe we’re ready to go. ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ Danielle S. Michaud, Esq. Seewald, Jankowski & Spencer, P.C. 5 East Pleasant Street Amherst, MA 01002 tel: (413) 549-0041 fax: (413) 549-3818 email: dsm@sjsamherst.com ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ This transmission is intended solely for the person or enƟty to whom it is addressed. It may contain privileged and conﬁdenƟal informaƟon. If you are not the intended recipient, please be noƟﬁed that any disseminaƟon, distribuƟon or copying is strictly prohibited. If you have received this transmission by mistake, please let us know and then delete it from your system. City of Northampton Mail - Fwd: RE: 1 Garfield Avehttps://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 21 of 31 7/8/2015 10:15 AM From: Wayne Feiden [mailto:wfeiden@northamptonma.gov] Sent: Wednesday, March 05, 2014 12:57 PM To: Danielle Michaud Subject: Re: 1 Garfield Ave [Quoted text hidden] Deed to Michel.pdf 38K [Quoted text hidden] Yes, the deed is ready for signature, along with the aƩached Ɵtle insurance affidavit and post‐closing agreement. I just spoke with buyer’s aƩorney’s office about seƫng a closing date—they’ll get back to me. Thanks! ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ Danielle S. Michaud, Esq. Seewald, Jankowski & Spencer, P.C. City of Northampton Mail - Fwd: RE: 1 Garfield Avehttps://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 22 of 31 7/8/2015 10:15 AM 5 East Pleasant Street Amherst, MA 01002 tel: (413) 549-0041 fax: (413) 549-3818 email: dsm@sjsamherst.com ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ This transmission is intended solely for the person or enƟty to whom it is addressed. It may contain privileged and conﬁdenƟal informaƟon. If you are not the intended recipient, please be noƟﬁed that any disseminaƟon, distribuƟon or copying is strictly prohibited. If you have received this transmission by mistake, please let us know and then delete it from your system. From: Wayne Feiden [mailto:wfeiden@northamptonma.gov] Sent: Wednesday, March 05, 2014 1:46 PM [Quoted text hidden] [Quoted text hidden] 4 attachments Deed to Michel.pdf 38K PostClosingAgreement.pdf 22K Title Ins Affidavit.pdf 24K Garfield Ave - CC Order.pdf 64K City of Northampton Mail - Fwd: RE: 1 Garfield Avehttps://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 23 of 31 7/8/2015 10:15 AM [Quoted text hidden] Hi Wayne, Buyer’s aƩorney is running the city council order by his Ɵtle counsel, but I have no reason to think they’ll have an issue with it. Could you scan and email a copies of the signed deed, Ɵtle insurance affidavit and post‐closing agreement when you have a chance? No rush. My sense is that AƩy. Reilly will want to see the fully‐executed versions in advance of closing. Thanks. Also, just conﬁrming receipt of your email about the sale to Candelaria. I’ll follow up with Duke for addiƟonal details. Thanks. ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ Danielle S. Michaud, Esq. Seewald, Jankowski & Spencer, P.C. 5 East Pleasant Street City of Northampton Mail - Fwd: RE: 1 Garfield Avehttps://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 24 of 31 7/8/2015 10:15 AM Amherst, MA 01002 tel: (413) 549-0041 fax: (413) 549-3818 email: dsm@sjsamherst.com ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ This transmission is intended solely for the person or enƟty to whom it is addressed. It may contain privileged and conﬁdenƟal informaƟon. If you are not the intended recipient, please be noƟﬁed that any disseminaƟon, distribuƟon or copying is strictly prohibited. If you have received this transmission by mistake, please let us know and then delete it from your system. From: Wayne Feiden [mailto:wfeiden@northamptonma.gov] Sent: Wednesday, March 05, 2014 3:53 PM [Quoted text hidden] [Quoted text hidden] [Quoted text hidden] Deed and attachments as signed by Mayor 3_6_2014.pdf 291K City of Northampton Mail - Fwd: RE: 1 Garfield Avehttps://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 25 of 31 7/8/2015 10:15 AM Hi Wayne, Thanks for sending the documents. I’ve aƩached a draŌ Forbearance Agreement for Habitat, and have a couple of quick quesƟons: 1)What does the City plan to do with Lot 1B? I presume that the forbearance should apply to that lot as well? If so, I’d like to address both lots in this agreement. 2)Is it the intent that ALL fees and assessments (sewer maintenance, SOMIA expenses) aƩributable to Lot 1A should be waived unƟl the roadway is accepted, or just road maintenance fees? I’m not sure what, precisely, Habitat agreed to. ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ Danielle S. Michaud, Esq. Seewald, Jankowski & Spencer, P.C. 5 East Pleasant Street Amherst, MA 01002 tel: (413) 549-0041 fax: (413) 549-3818 City of Northampton Mail - Fwd: RE: 1 Garfield Avehttps://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 26 of 31 7/8/2015 10:15 AM email: dsm@sjsamherst.com ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ This transmission is intended solely for the person or enƟty to whom it is addressed. It may contain privileged and conﬁdenƟal informaƟon. If you are not the intended recipient, please be noƟﬁed that any disseminaƟon, distribuƟon or copying is strictly prohibited. If you have received this transmission by mistake, please let us know and then delete it from your system. From: Wayne Feiden [mailto:wfeiden@northamptonma.gov] Sent: Thursday, March 06, 2014 4:08 PM [Quoted text hidden] [Quoted text hidden] N PL - Garfield Ave Extn Forebearance Agr.docx 20K [Quoted text hidden] City of Northampton Mail - Fwd: RE: 1 Garfield Avehttps://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 27 of 31 7/8/2015 10:15 AM Thanks Wayne ‐ ﬁnalized agreement aƩached. ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ Danielle S. Michaud, Esq. Seewald, Jankowski & Spencer, P.C. 5 East Pleasant Street Amherst, MA 01002 tel: (413) 549-0041 fax: (413) 549-3818 email: dsm@sjsamherst.com ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ This transmission is intended solely for the person or enƟty to whom it is addressed. It may contain privileged and conﬁdenƟal informaƟon. If you are not the intended recipient, please be noƟﬁed that any disseminaƟon, distribuƟon or copying is strictly prohibited. If you have received this transmission by mistake, please let us know and then delete it from your system. From: Wayne Feiden [mailto:wfeiden@northamptonma.gov] Sent: Friday, March 07, 2014 2:15 PM [Quoted text hidden] [Quoted text hidden] N PL - Garfield Ave Extn Forebearance Agr.docx 20K City of Northampton Mail - Fwd: RE: 1 Garfield Avehttps://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 28 of 31 7/8/2015 10:15 AM City of Northampton Mail - Fwd: RE: 1 Garfield Avehttps://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 29 of 31 7/8/2015 10:15 AM Timothy A. Reilly, Esq. Law Offices of Timothy A. Reilly, P.C. www.reillylaw.net 82 1/2 Maple Street Florence, MA 01062 Tel: 413-584-9900 Fax: 413-586-9440 From: Wayne Feiden [mailto:wfeiden@northamptonma.gov] Sent: Saturday, March 29, 2014 8:01 AM To: Tom Michel Cc: Danielle Michaud; Tim Reilly Subject: Re: RE: 1 Garfield Ave City of Northampton Mail - Fwd: RE: 1 Garfield Avehttps://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 30 of 31 7/8/2015 10:15 AM [Quoted text hidden] [Quoted text hidden] (City of Northampton E-mail is a public record except when it falls under one of the specific statutory exemptions.) No virus found in this message. Checked by AVG - www.avg.com Version: 2014.0.4354 / Virus Database: 3722/7273 - Release Date: 03/30/14 [Quoted text hidden] N PL - Garfield Ave Extn Forebearance Agr.doc 35K City of Northampton Mail - Fwd: RE: 1 Garfield Avehttps://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 31 of 31 7/8/2015 10:15 AM Re: Lot 1A Garfield Ave Extension Tue, 04 Mar 2014 19:37:58 -0500 treilly <treilly@reillylaw.net> Tom Michel <tom@tommichel.com> Sent from my Verizon Wireless 4G LTE smartphone City of Northampton Mail - FYI https://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 1 of 2 7/8/2015 10:13 AM City of Northampton Mail - FYI https://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 2 of 2 7/8/2015 10:13 AM City of Northampton Mail - Garfield Ave lot 1A https://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 1 of 3 7/8/2015 10:17 AM (City of Northampton E-mail is a public record except when it falls under one of the specific statutory exemptions.) 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City of Northampton Mail - Purchase and Salehttps://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 3 of 4 7/8/2015 10:07 AM City of Northampton Mail - Purchase and Salehttps://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 4 of 4 7/8/2015 10:07 AM City of Northampton Mail - Re: Closing https://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 1 of 2 7/8/2015 10:14 AM City of Northampton Mail - Re: Closing https://mail.google.com/mail/u/0/?ui=2&ik=b844d309b5&view=pt&q=... 2 of 2 7/8/2015 10:14 AM 1 Purchase and Sale Agreement One Garfield Avenue, Florence, MA Section 1 – Information and Definitions 1.2.1 DATE of this Agreement: January 15, 2014 1.2 PREMISES: A parcel of land in Florence, Massachusetts, at One Garfield Avenue containing 5,160 square feet, more or less, and being comprised of the land described as “Lot 1A, 5,160± square feet”, as shown on a survey recorded at the Hampshire Registry of Deeds at Plan Book 229, page 23. The property to the north and west of One Garfield Avenue is part of the protected Florence Conservation Area (See deeds recorded in the Hampshire Registry of Deeds at Book 11345, Page 226 and Book 10067, Page 301). The conservation area includes a capped landfill in a former quarry that is maintained by the City. 1.3 SELLER: City of Northampton, c/o Office of Planning and Sustainability Address: City Hall, 210 Main Street, Northampton, MA 01060 Seller's Attorney: Robert J. Spencer, Esq., Seewald, Jankowski & Spencer, P.C Address: 5 East Pleasant Street, Amherst, MA 01002 Phone: (413) 549-0041, Fax: (413) 549-3818 Email: rjs@sjsamherst.com 1.4 BUYER: Thomas A. Michel Address: 5 The Jog, Haydenville, MA 01039 Buyer's Attorney: Timothy A. Reilly, Timothy A. Reilly, PC Address: 82 ½ Maple Street, Florence, MA 01062 Phone: 413-584-9900 Fax: 413-586-9440 Email: treilly@reillylaw.net 1.5 CLOSING DATE: March 14, 2014 or anytime sooner 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 eight-one thousand, two hundred and thirty-four and 56/100 Dollars ($81,234.56), of which four thousand and sixty-one and 73/100 Dollars ($4,061.73) have been paid as a deposit, and the balance of seventy-seven thousand, one hundred and seventy-two and 83/100 Dollars ($77,172.83) 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. 2 1.8 TITLE: Quitclaim Deed. The lot is being sold with a deed rider that requires that the buyer hire one of the licensed architects who entered the City’s 2013 “small lot | BIG IDEAS” design competition when they design a house for the property. There is no requirement that the design entered in the competition be used. This condition shall that survive the closing. The 19 teams in competition, which include licensed architects, are: (a) Pari Riahi Architects-design competition First Place (b) Paul Lukez Architecture Inc. (Alex Hogrefe, Matt Uminski and Paul Lukez)- design competition Second Place (c) Dorrie Brooks, Julie Meyer and Kristian Whitsett- design competition People’s Choice (d) Tempietto Homes and Robert Karn- design competition honorable mention (e) Brian Schumacher, Kathleen Lugosch and Patricia O'Flaherty- design competition shout out (f) NOVA Design- design competition shout out for interiors (g) Janos Keseru Architect- design competition shout out for context (h) Miller Pollin Architecture (i) Stephen Schreiber and Ryan Rendano with Jane Thurber (j) HAI Architecture (k) Crookedworks Architecture and SITELAB Architecture + Design (l) Christian C. Carey Architect (m) Thomas Douglas Architects (n) Harriman Architects (o) Michael Burgess, Architect (p) Richard Bosch Architect (q) ACME Building Arts and Gordon Greenfield (r) Metcalfe Associates Architecture (s) James Middlebrook Architect 1.9 BROKER: City: Maple and Main Realty Buyer: None 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. 3 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; Plans. Seller shall be responsible for drafting the deed. The survey to be referred to in the plan is already on record at the Registry of Deeds. 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. 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 4 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. The City has engaged Main and Maple is its broker for a brokerage fee of 4% of the sales price of One Garfield Avenue. The Broker is authorized to offer compensation to the cooperating Seller’s Agents from this commission, at a 2% commission. Buyer and Seller agree to defend, indemnify the other against and hold the other harmless, to the extent permitted by law, from any claim, loss, damage, costs or liabilities for any other brokerage commission or fee which may be asserted against the other by any broker in connection with this transaction over and above the Agreement the City has with its Broker. The provisions of this paragraph shall survive the delivery of the deed. 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 choosing within 45 days of the award of the RFP to the Buyer (24 hours advance notice to Seller), and if Buyer is not satisfied with the results of such inspection, upon written notice to Seller within 45 days from award of RFP, Buyer may terminate this offer and any agreement, whereupon all money shall be refunded. In consideration of right of inspection and rescission, Seller is hereby released from liability 5 relating to defects in the premises actually disclosed or about which Seller had no actual knowledge. 2.15 Water/Sewer. Seller represents that public water and sewer serve the Premises and has obtained Water and Sewer Availability permits from its Department of Public Works. 2.16 Permitting. One Garfield Avenue and the abutting lots formerly owned by the City were permitted under a Comprehensive Permit issued by the Northampton Zoning Board of Appeals and recorded in the Hampshire Registry of Deeds at Book 7858, page 50, as amended in Book 9666, Page 330, and other amendments and permits as may have been issued on the site. There is a small isolated wetland on the adjacent conservation land, but the existing permit authorizes the home to be built in the cleared area of the property. 2.17 Ledge. The site is shallow to ledge. Seller makes no representation as to whether a basement could be developed without either building up the site or removing solid ledge. 2.18 Hazardous Materials, Lead, Asbestos, and Oil. The Florence Conservation Area north of One Garfield Avenue contains a former rock quarry which was the filled with debris, trash, and other materials which was reported to the Department of Environmental Protection (DEP). The City hired Tighe & Bond (engineers and licensed site professionals) to perform an Environmental Site Assessment of the site, draft an Activities and Use Limitations for this old quarry, oversee the capping of the quarry landfill, and file a Release Action Outcome DEP. These documents are available for public inspection from the City and from DEP. In return for allowing the Buyer’s due diligence and this disclosure, the Buyer, hereby releases, holds harmless, and waives all claims against the City related to the quarry site. 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. 2.19 Mortgage Contingency. Buyer’s obligation to purchase the Premises is contingent upon Buyer obtaining a firm commitment from a bank for a first mortgage loan in the amount of _________________________ for 30 years at prevailing interest rates. Buyer shall use reasonable efforts to obtain such firm commitment, and shall notify the Seller’s attorney, Seewald, Jankowski & Spencer, P.C., 5 East Pleasant Street, Amherst, MA, in writing, on or before ________________ [30 days from award of RFP], at 5:00 p.m. if, after such efforts, Buyer is unable to obtain such firm commitment, without which notice this contingency shall be deemed waived by Buyer. 2.20 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: 6 (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. 2.21 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. 2.22 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. 2.23 Deposit. All deposits made under this Agreement shall be held in a non-interest-bearing escrow account by Seewald, Jankowski & Spencer, P.C., as escrow agent, subject to the terms of this Agreement, and shall be duly accounted for at the time for performance of this Agreement. The deposit may not be released from escrow without the assent of both Buyer and Seller. The recording of the deed to the Premises shall constitute such assent. In the event of any disagreement between the parties, the escrow agent shall retain the deposit pending instructions mutually given by Buyer and Seller or an order of court of competent jurisdiction. The parties mutually agree that Seewald, Jankowski & Spencer, P.C. may act as escrow agent notwithstanding its representation 7 of Seller, even in the event of a dispute between the parties regarding this Agreement or the deposits held hereunder. 2.24 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. 2.25 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. 2.26 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. 2.27 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. 2.28 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. 2.29 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. 2.30 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. 2.31 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 8 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. 2.32 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. 2.33 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 15th day of January, 2014. Buyer, Thomas A. Michel Mayor David Narkiewicz Wayne Feiden, Director of Planning and Sustainability Joseph M. Cook, Chief Procurement Officer Joyce Karpinski, Auditor 1 Request for Proposals for the Sale of One Garfield Avenue, Florence, MA Proposal Deadline: January 15, 2014 12:00 PM The City of Northampton Office of Planning and Sustainability invites sealed proposals for the sale of One Garfield Avenue, Florence, MA, described as “Lot 1A, 5,160± square feet” on a survey recorded at the Hampshire Registry of Deeds at Plan Book 229, page 23, Assessors’ Map ID: 17D-81. The Request for Proposal (RFP) document is available at www.NorthamptonMA.gov/OPD (possibly to be renamed www.NorthamptonMA.gov/Plan during the term of this RFP) under the small lot | BIG IDEAS tab, until the proposal deadline. The City reserves the right to reject any or all proposals. Instructions 1. The sale shall be awarded to the highest financial bid that complies with RFP. Requests for changes to the terms of this RFP must be made by January 7, 2014 by email to Wayne Feiden, Director of Planning and Sustainability at WFeiden@NorthamptonMA.gov. Any acceptable changes will made a part of this RFP by addendum and will be posted on the above website on or before January 9, 2013. Proposals contingent upon the City’s acceptance of terms not a part of this RFP will be rejected. A proposer shall be responsive and responsible if a completed price form is submitted without additional conditions and a 5% bid security accompanies the price form. The bid security shall be in the form of a certified check, or a treasurer’s or cashier's check made to Maple and Main Realty, the City’s realtor for the project. 2. Proposals are due by 12:00 p.m., January 15, 2014 at Planning and Sustainability, 210 Main Street, Room 11, Northampton MA 01060. The attached bid form must be submitted. 3. The Real Estate Agreement that you will be required to sign if your bid is accepted is attached. If the buyer refuses to sign the Agreement then the proposal security shall become the property of the City. 4. Maple and Main Realty is the City’s Realtor for the project. They or any Realtor participating in the Multiple Listing Service may provide more information on the site. 5. The minimum accepted bid for the site is $72,000 2 Bid Form for Purchase of One Garfield Avenue, Florence The Purchase amount of $ for One Garfield Avenue is proposed. (Minimum bid is $72,000.) The undersigned certifies under penalties of perjury that this bid or proposal has been made and submitted in good faith and without collusion or fraud with any other person. As used in this certification, the word "person" shall mean any natural person, business, partnership, corporation, union, committee, club, or other organization, entity, or group of individuals. Individual or Business Name of Bidder Date _____________________________________________________________________________ Printed Name of Person Signing Address of bidder City State Zip 3 Purchase and Sale Agreement One Garfield Avenue, Florence, MA Section 1 – Information and Definitions 1.2.1 DATE of this Agreement: ____________________________, 2013 1.2 PREMISES: A parcel of land in Florence, Massachusetts, at One Garfield Avenue containing 5,160 square feet, more or less, and being comprised of the land described as “Lot 1A, 5,160± square feet”, as shown on a survey recorded at the Hampshire Registry of Deeds at Plan Book 229, page 23. The property to the north and west of One Garfield Avenue is part of the protected Florence Conservation Area (See deeds recorded in the Hampshire Registry of Deeds at Book 11345, Page 226 and Book 10067, Page 301). The conservation area includes a capped landfill in a former quarry that is maintained by the City. 1.3 SELLER: City of Northampton, c/o Office of Planning and Sustainability Address: City Hall, 210 Main Street, Northampton, MA 01060 Seller's Attorney: Robert J. Spencer, Esq., Seewald, Jankowski & Spencer, P.C Address: 5 East Pleasant Street, Amherst, MA 01002 Phone: (413) 549-0041, Fax: (413) 549-3818 Email: rjs@sjsamherst.com 1.4 BUYER: Address: Buyer's Attorney: Address: Phone: Fax: Email: 1.5 CLOSING DATE: ____________________ [60 days from award of RFP] 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 ____________________________ Dollars ($______________), of which _____________________ Dollars ($______________) have been paid as a deposit, and the balance of ____________________________ Dollars ($______________) 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. 4 1.8 TITLE: Quitclaim Deed. The lot is being sold with a deed rider that requires that the buyer hire one of the licensed architects who entered the City’s 2013 “small lot | BIG IDEAS” design competition when they design a house for the property. There is no requirement that the design entered in the competition be used. This condition shall that survive the closing. The 19 teams in competition, which include licensed architects, are: (a) Pari Riahi Architects-design competition First Place (b) Paul Lukez Architecture Inc. (Alex Hogrefe, Matt Uminski and Paul Lukez)- design competition Second Place (c) Dorrie Brooks, Julie Meyer and Kristian Whitsett- design competition People’s Choice (d) Tempietto Homes and Robert Karn- design competition honorable mention (e) Brian Schumacher, Kathleen Lugosch and Patricia O'Flaherty- design competition shout out (f) NOVA Design- design competition shout out for interiors (g) Janos Keseru Architect- design competition shout out for context (h) Miller Pollin Architecture (i) Stephen Schreiber and Ryan Rendano with Jane Thurber (j) HAI Architecture (k) Crookedworks Architecture and SITELAB Architecture + Design (l) Christian C. Carey Architect (m) Thomas Douglas Architects (n) Harriman Architects (o) Michael Burgess, Architect (p) Richard Bosch Architect (q) ACME Building Arts and Gordon Greenfield (r) Metcalfe Associates Architecture (s) James Middlebrook Architect 1.9 BROKER: City: Maple and Main Realty Buyer: ______________________ 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. 5 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; Plans. Seller shall be responsible for drafting the deed. The survey to be referred to in the plan is already on record at the Registry of Deeds. 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. 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 6 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. The City has engaged Main and Maple is its broker for a brokerage fee of 4% of the sales price of One Garfield Avenue. The Broker is authorized to offer compensation to the cooperating Seller’s Agents from this commission, at a 2% commission. Buyer and Seller agree to defend, indemnify the other against and hold the other harmless, to the extent permitted by law, from any claim, loss, damage, costs or liabilities for any other brokerage commission or fee which may be asserted against the other by any broker in connection with this transaction over and above the Agreement the City has with its Broker. The provisions of this paragraph shall survive the delivery of the deed. 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 choosing within 45 days of the award of the RFP to the Buyer (24 hours advance notice to Seller), and if Buyer is not satisfied with the results of such inspection, upon written notice to Seller within 45 days from award of RFP, Buyer may terminate this offer and any agreement, whereupon all money shall be refunded. In consideration of right of inspection and rescission, Seller is hereby released from liability 7 relating to defects in the premises actually disclosed or about which Seller had no actual knowledge. 2.15 Water/Sewer. Seller represents that public water and sewer serve the Premises and has obtained Water and Sewer Availability permits from its Department of Public Works. 2.16 Permitting. One Garfield Avenue and the abutting lots formerly owned by the City were permitted under a Comprehensive Permit issued by the Northampton Zoning Board of Appeals and recorded in the Hampshire Registry of Deeds at Book 7858, page 50, as amended in Book 9666, Page 330, and other amendments and permits as may have been issued on the site. There is a small isolated wetland on the adjacent conservation land, but the existing permit authorizes the home to be built in the cleared area of the property. 2.17 Ledge. The site is shallow to ledge. Seller makes no representation as to whether a basement could be developed without either building up the site or removing solid ledge. 2.18 Hazardous Materials, Lead, Asbestos, and Oil. The Florence Conservation Area north of One Garfield Avenue contains a former rock quarry which was the filled with debris, trash, and other materials which was reported to the Department of Environmental Protection (DEP). The City hired Tighe & Bond (engineers and licensed site professionals) to perform an Environmental Site Assessment of the site, draft an Activities and Use Limitations for this old quarry, oversee the capping of the quarry landfill, and file a Release Action Outcome DEP. These documents are available for public inspection from the City and from DEP. In return for allowing the Buyer’s due diligence and this disclosure, the Buyer, hereby releases, holds harmless, and waives all claims against the City related to the quarry site. 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. 2.19 Mortgage Contingency. Buyer’s obligation to purchase the Premises is contingent upon Buyer obtaining a firm commitment from a bank for a first mortgage loan in the amount of _________________________ for 30 years at prevailing interest rates. Buyer shall use reasonable efforts to obtain such firm commitment, and shall notify the Seller’s attorney, Seewald, Jankowski & Spencer, P.C., 5 East Pleasant Street, Amherst, MA, in writing, on or before ________________ [30 days from award of RFP], at 5:00 p.m. if, after such efforts, Buyer is unable to obtain such firm commitment, without which notice this contingency shall be deemed waived by Buyer. 2.20 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: 8 (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. 2.21 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. 2.22 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. 2.23 Deposit. All deposits made under this Agreement shall be held in a non-interest-bearing escrow account by Seewald, Jankowski & Spencer, P.C., as escrow agent, subject to the terms of this Agreement, and shall be duly accounted for at the time for performance of this Agreement. The deposit may not be released from escrow without the assent of both Buyer and Seller. The recording of the deed to the Premises shall constitute such assent. In the event of any disagreement between the parties, the escrow agent shall retain the deposit pending instructions mutually given by Buyer and Seller or an order of court of competent jurisdiction. The parties mutually agree that Seewald, Jankowski & Spencer, P.C. may act as escrow agent notwithstanding its representation 9 of Seller, even in the event of a dispute between the parties regarding this Agreement or the deposits held hereunder. 2.24 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. 2.25 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. 2.26 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. 2.27 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. 2.28 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. 2.29 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. 2.30 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. 2.31 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 10 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. 2.32 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. 2.33 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 _____ day of _____________________, 2014. Buyer Mayor David Narkiewicz Wayne Feiden, Director of Planning and Sustainability Joseph M. Cook, Chief Procurement Officer Joyce Karpinski, Auditor