verrillo-city option-EDE-5-16-2019CONTRACT NUMBER: #_____________________
OPTION FOR PURCHASE OF LAND
This Option made by and betweenGIL F. VERRILLO, having an address of 254 Old Wilson Road, Florence, Massachusetts 01062 (hereinafter “Verrillo” or “Optioner”) and
the City of Northampton, ATTN: Wayne Feiden, Planning &Sustainability, 210 Main Street, Northampton, MA 01060, a Massachusetts municipal corporation or its assigns ("Optionee" or “CITY”).
1. Consideration:In consideration of the Sum of One Dollar ($1.00), the receipt and sufficiency of which is hereby acknowledged and, unless the CITY informs Verrillo that they are not
going to proceed within 90 days of signing the option, the provision of the survey envisioned herein, the, Verrillohereby grants to CITY an exclusive right and option to purchase a certain
parcel of property known as Pine Grove Golf Course on a portion of Florence Road and Old Wilson Road in the Florence section of Northampton, described and referenced herein as the “Land”.
2. Premises (the “Land”):The Land consists of approximately 107acres of the land, being the largest portion shown as Northampton Assessors Map 44, Lot 014 and Map 44, Lot 114 in deedsrecorded
at the Hampshire Registry ofDeeds being a portion of the premises conveyed to Douglas R. Jesanis and Gil F. Verrillo from David Goldfarb, Ralph Goldfarb and Maurice B. Goldfarb, Samuel
Goldfarb and Saul Goldfarb by deed dated January 24, 1969 and recorded January 30, 1969 in Book 1546, Page 207; AND FURTHER CONVEYED to Gil F. Verrillo from Douglas R. Jesanis by deed
dated October 8, 1980 and recorded October 8, 1980 in Book 2189, Page 218; AND a portion of the premises conveyed to Douglas R. Jesanis and Gil F. Verrillo from John R. Sheehan, Jr.
and Jean C. Sheehan by deed dated April 1, 1969 and recorded April 3, 1969 in Book 1549, Page 56; AND FURTHER CONVEYED to Gil F. Verrillo from Douglas R. Jesanis by deed dated October8,
1980 and recorded October 8, 1980 in Book 2189, Page 218, all as more specifically shown on the Sketch Plan attached and incorporated herein as Exhibit A, and excluding the five retained
lots, numbers 1, 2, 3 and 4 and the Cell Tower Lot. Any Florence Road frontage lot to be developed by the City or its assigns shall have a minimum 75 foot buffer from Lot 1 which is
retained by the Optioner.3. Purchase Price: The purchase price for the LAND shall be$650,000.00.The seller shall deliver a Quitclaim Deed and related affidavits to complete the transaction.Verrilloagrees
that upon payment of the purchase price, they shall execute and deliver to the CITY a good and sufficient quitclaim deed to the CITY, free of any liens and encumbrances, other than encumbrances
of record which do not materially affect the value or intended use of the LAND. 4. Title:If Optionercannot obtain a clear title to the parcel, Optionee may still elect to purchase the
LAND. If Optionee elects to purchase the land by eminent domain to clear title, in accordance with the terms of this option,Optionershall agree to waive any rights to contest the taking
or the award, provided the price paid and held in escrow for absent sellers is not less than the Option Price contained herein and the land is taken prior to the expiration of this option
or any extensions which may be agreed upon
5. Exercise of Option and Closing:The CITY’sintent to exercise the Option shall be delivered no later than April 1, 2020.The Option shall be exercised by mailing, certified mail, or
hand delivering written notice of CITY'S intent to exercise this Option to Optioner’saddress listed above at least 21 days before closing. The closing shall occur on or before April
21, 2020. It is the CITY’S intent to close earlier if possible. The CITY’S obligations are contingent on City Council approval, funding, title, and final site assessment.
6. 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.
7. 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 Optionerand shall beliquidated damages to Optioner. Such forfeiture, together with any other benefits accruing to Optionerunder 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.
8. Broker: The parties each represent and warrant that:
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.
The Optioner has an agreement with a real estate broker and is soley responsible for those costs (using the proceeds of this sale or otherwise) with no other obligation from the buyer.
9. Hazardous Materials: Optionerrepresents and warrants that to the best of itsknowledge and belief, there are no underground storage tanks on the LAND, nor of any release or threat
of release of oil or hazardous materials on the Land, as these terms are defined by M.G.L. c.21E. This provision shall survive the closing.
10. Survey: It is the CITY’S sole cost and expense to prepare a recordable survey for the Land, constituting a full perimeter survey and the excluded lots, and the Optioner will deliver
a deed to the CITY or its designee with the description from the CITY’S survey. Both the CITY and Optioner agree to work together to establish final boundary lines for the survey that
accommodate utility access, percable locations and existing site conditions.
11. Optioner’s Retained Rights: The Optioner shall retain no rights to the Land, excepting only any existing easements, but the Optioner shall have the right to enter upon the Land
within ninety days after closing to remove the existing pump and gravel screener. The Optioner may operate the golf club during the pendency of this Option. The Optioner or his assigns
may also apply for such permits as are necessary for the development of the four retained building lots and the cell tower lot and Optioner’s performance under this agreement is contingent
upon satisfactory approval of a Special Permit for the four building lots.
12. 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
all standard closing costs (including but not limited to city attorney, title abstract, survey, recording fee) except the seller’s legal fees and taxes and fees prorated to the date
of closing. The seller shall be responsible for any Chapter 61B payback for their retained lots.
13. 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.14. 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. Optionerfurther 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
Optionerwhich become due and payable by the Optioneror 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, Verrilloand CITY have executed this Option as a sealed instrument this ____ day of_________.Gil F. Verrillo, Optioner: Gil F. VerrilloCity of Northampton, Optionee:Wayne
Feiden, FAICP, Director of Planning & SustainabilityJoyce Karpinski, City Auditor, as to appropriationJoe Cook, Chief Procurement Officer, as to procurementDavid J. Narkewicz, Mayor