OPTION-St Mary's-Catholic Church-Haydenville Rd-Beaver Brook-WF6-17-2019
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CONTRACT NUMBER: #_____________________
OPTION FOR PURCHASE OF LAND
Beaver Brook Greenway‐St Mary’s Cemetery Backland
This Option made by and between Roman Catholic Bishop of Springfield, with a mailing
address c/o Robert L. Quinn, Egan, Flanagan and Cohen, P.C., P.O. Box 9035, 67 Market Street,
Springfield, MA 01102, ("Optionor") and the City of Northampton, ATTN: Wayne Feiden,
Planning & Development, 210 Main Street, Northampton, MA 01060, a Massachusetts
municipal corporation or its assigns ("Optionee").
For and in consideration of the Sum of One Dollar ($1.00), the receipt and sufficiency of which
is hereby acknowledged, the Optionor hereby grants to the Optionee an exclusive right and
option to purchase all of the Optionor’s interest in the following LAND off Haydenville Road in
the Leeds section of Northampton, Hampshire County, Massachusetts: being, a portion of Map
ID 06‐008‐001 consisting of 44.7 acres approximately as shown on the attached Exhibit A.
Purchase Price and Terms.
The purchase price for the Optionors’ interest in LAND shall be Eighty Thousand Dollars
($80,000.00). The Optionor shall pay off all real estate taxes due and payable as of the date of
closing, together with interest and penalties thereon, if any.
The Optionor shall pay off all real estate taxes due and payable as of the date of closing,
together with interest and penalties thereon, if any. Optionee shall not assume any of the
Optionor's tax liabilities, including, without limitation, Optionor's responsibility to pay costs, if
any, for land removed from M.G.L. Chapters 61 and 61A, stumpage fees, land transfer tax (tax
stamps), and any other applicable tax, fee or assessment.
The Optionor agrees that upon payment of the purchase price, Optionor shall execute and
deliver to the Optionee a good and sufficient grant of a quit claim deed running to the Optionee
free of any liens and encumbrances, other than encumbrances of record which do not
materially affect the value or intended use of the LAND, and free of tenants and occupants.
If Optionor cannot convey the LAND free of encumbrances as provided for herein, Optionee
may still elect to purchase the LAND. Optionee reserves the right to acquire the LAND by
eminent domain to clear title or for any other reason, in accordance with the terms of this
option, Optionor shall agree to waive any rights to contest the taking or the award, provided
the price paid is not less than the option price contained herein, the LAND is taken prior to the
expiration of this option or any extensions which may be agreed upon, and all terms of this
Option remain the same as provided herein.
Exercise of Option and Closing.
The Optionee’s commitment to exercise the Option shall be delivered no later than March 31,
2020. The Option shall be exercised by mailing, certified mail, or hand delivering written notice
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of Optionee's intent to exercise this Option to Optionor’s address listed above, said mailing to
occur on or before said date. The Optionee may assign its right to purchase all or a portion of
the LAND upon giving written notice of such assignment to Optionor, provided it arranges for
simultaneous closing on the LAND and all terms of this Option remain the same.
The closing shall occur on or before April 30, 2020. It is the CITY’S intent to close earlier if
possible. The CITY’S obligations are contingent on City Council approval, funding, title, survey,
and any final site assessment.
The property shall be used as a conservation greenway with trails and habitat improvements
consistent with open space purposes. No other deed restrictions shall be imposed on the
property.
Right of Entry: During the term of this Option, the CITY and the CITY's authorized agents shall
have the right to enter upon the Land for any and all purposes consistent with surveying,
inspection, testing, measurement, or other considerations of CITY relating to the use of the
Land, including such limited cutting of brush as needed to allow measurements.
Non‐Exercise of Option, Liquidated Damages: In the event this Option is not exercised in
accordance with the terms herein contained, the consideration paid simultaneously with the
execution hereof shall be forfeited by the CITY to Optioner and shall be liquidated damages to
Optioner. Such forfeiture, together with any other benefits accruing to Optioner under the
terms of this Option shall preclude the imposition of liability at law or in equity against either
party and no further obligation hereunder; and the Option granted herein shall expire without
the necessity of any further action or recording by either party. If the Option is not exercised by
the due date, the option is null and void.
Broker: The parties each represent and warrant that:
a) The CITY has not engaged or entered into any agreement with any real estate broker nor
any other person who could be entitled to a real estate commission with respect to the
transactions contemplated herein.
b) If the Optioner has an agreement with a real estate broker they are soley responsible for
those costs (using the proceeds of this sale or otherwise) with no other obligation from the
buyer.
Hazardous Materials: Optioner represents and warrants that to the best of its knowledge and
belief, there are no underground storage tanks on the LAND, nor of any release or threat of
release of oil or hazardous materials on the Land, as these terms are defined by M.G.L. c.21E.
This provision shall survive the closing.
Survey: IF the City elects to prepare a survey, it shall be at the CITY’S sole cost and expense to
prepare a recordable survey for the Land, and the Optioner will deliver a deed to the CITY or its
designee with the description from the CITY’S survey.
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Entire Agreement: This Option contains each and every agreement and understanding existing
between the parties relating to the subject matter hereof and supersedes all previous
negotiations, representations, commitments and writings. Any changes, modifications or
additions to this Option shall be in writing and signed by both parties. The City shall cover its
standard closing costs (including but not limited to city attorney, title abstract, survey,
recording fee) and the seller shall be responsible for their own legal fees and other cost and
taxes and fees prorated to the date of closing.
Governing Law: This Option shall be construed under the laws of the Commonwealth of
Massachusetts and shall inure to the benefit of and bind the parties and their respective heirs,
executors, administrators, personal representatives, successors and assigns.
Certification: Pursuant to M.G.L. Chapter 62C, Section 49A, Optioner certifies under the
penalties of perjury that it has, to its best knowledge and belief, complied with the law of the
Commonwealth relating to taxes, reporting of employees and contractors, and withholding and
remitting child support. Optioner further authorizes the CITY to deduct from the amounts due
under this contract, any overdue taxes, real or personal, or any other fees due to the CITY from
the Optioner which become due and payable by the Optioner or its officers, directors or agents
during the term of this contract or until the final amounts due under this contract are paid in
full.
IN WITNESS WHEREOF, Roman Catholic Bishop of Springfield and CITY have executed this
Option as a sealed instrument this ____ day of _________, 2019.
Roman Catholic Bishop of Springfield, Optionor:
Roman Catholic Bishop of Springfield Taxpayer Id
City of Northampton, Optionee:
Wayne Feiden, FAICP, Director of Planning & Sustainability
Joyce Karpinski, City Auditor, as to appropriation
Joe Cook, Chief Procurement Officer, as to procurement
David J. Narkewicz, Mayor
Parcel ID: 06 -008
Parcel ID: 06 -008remaining land
RIVER RDFORTHI
LLRDHAYDENVI
LLERDUV9
BeaverBrookGreenway
Beaver BrookConservation
Mill RiverGreenway
Beaver BrookGreenway
NorwottuckRail Trail
44.7 acres
subject area
Document Path: N:\GIS_Projects\Projects\Public\MXD\st_mary_cemetery_20160605.mxd
E01,000 Feet
Date Saved: 1/24/2019 1:24:01 PM