Roundhouse-Request_for_Bids-WF-R1-3-2020
Request for Bids for Sale of Surplus City Property
Access Easement across Roundhouse Parking Lot
The City is accepting bids for a non-exclusive access agreement from Old South Street to a single
driveway, for vehicular and foot traffic, serving 3-5 Clark Avenue and 67 and 73 Old South Street. The
easement shall be a non-exclusive easement and shall require the loss of either three parking spaces or four
parking spaces, depending on what the size of a vehicle the bidder wishes to accommodate.
The minimum bid is $57,000 (if 3 parking spaces will be lost) or $76,000 (if 4 parking spaces will be
lost).
Eligible bidders must own one of the properties accessed by the easement.
Only one easement will be granted, so property owners are strongly encouraged to submit a
consolidated bid.
The highest bidder will be awarded the Purchase and Sale Agreement
The easement to be granted is essentially shown on the attached plans, with the City having the right to
relocate the easement provided a relocation provides the same access to both Old South Street and the
access point to private properties. The City will consider future requests for underground utility
easements to the extent that, in the sole judgement of the city, such easements do not add costs,
liabilities, or limit city options.
The easement shall provide unimpeded permanent access and egress from and two the above cited
parcels, including the right to cross the bike path and the former river on the City’s property, subject,
however, to the city’s rights to regulate materials and construction methods of any improvements, to
create safety and width limitations where the easement crosses the bike path, to install gates to regulate
access to the City’s parking lot with provisions for access to the easement holder and their invitees so
that they do not have to pay to cross the gate, and other requirements to ensure that the city’s
operations can be unimpeded.
The eligible buyers have agreed to sell the City portions of their property.
City staff has proposed a rezoning (attached) of the properties owned by the eligible buyers.
For Questions: Wayne Feiden at WFeiden@NorthamptonMA.gov
Submit Sealed Bids by the bid deadline: 9:00 AM Tuesday January 7, 2020
Wayne Feiden, Office of Planning & Sustainability
ATTN: Sealed Bid‐ Roundhouse Easement
210 Main Street Northampton, MA 01060
Bid requirements and bid form on next page
BID FORM
Bids must include:
1. The amount of the bid (The bidder may complete both lines to leave their option open as to whether
the easement will cover three spaces or four spaces until such time as they close on the property):
Bid with three parking spaces $______________________ (bids below $57,000 will not be accepted)
Bid with four parking spaces $______________________ (bids below $76,000 will not be accepted)
2. Name and address of bidder(s). Complete one line for each buyer on the transaction if joint buyers:
Name Address Phone # Email
____-____-______
____-____-______
____-____-______
____-____-______
____-____-______
3. A $1.00 deposit (Deposits will be refunded only in accordance with this RFP).
4. THREE signed copies of the attached purchase and sale agreement to purchase premises from the city.
5. THREE copies of each of the attached purchase and sales agreement to sell premises to the City.
Conditions and Representations:
The successful bidder will have up to three years for all due diligence (title, authorities, wetlands,
environmental site assessment, permitting, confirmation that the City has rezoned their property as
proposed here, and any other due diligence). In return for the due diligence period, the successful
bidder is responsible for all such due diligence and the City makes no representations. We reserve
the right to reject any and all bids and cancel the bid process.
Purchase and Sale Agreement to Purchase from City
SECTION 1. Definitions
1.1 DATE of this Agreement: January , 2020
1.2 PREMISES BEING PURCHASED FROM CITY: An access easement essential as shown on
the attached plans from Old South Street to 3-5 Clark Avenue and 67 and 73 Old South Street
The easement to be granted is essentially shown on the attached plans, with the City having the
right to relocate the easement provided a relocation provides the same access to both Old South
Street and the access point to private properties. The City will consider future requests for
underground utility easements to the extent that, in the sole judgement of the city, such easements
do not add costs, liabilities, or limit city options.
The easement shall provide unimpeded permanent access and egress from and two the above
cited parcels, including the right to cross the bike path and the former river on the City’s property,
subject, however, to the city’s rights to regulate materials and construction methods of any
improvements, to create safety and width limitations where the easement crosses the bike path, to
install gates to regulate access to the City’s parking lot with provisions for access to the easement
holder and their invitees so that they do not have to pay to cross the gate, and other requirements
to ensure that the city’s operations can be unimpeded.
1.3 SELLER:
Address:
Email:
Seller's
Attorney:
City of Northampton
210 Main Street, Northampton, MA 01060
WFeiden@NorthamptonMA.gov
Robert J. Spencer, Jankowski & Spencer
6 University Drive, #201, Amherst, MA 01002
Address: Phone: (413) 549-0041
1.4 BUYER:
Address:
Buyer's Attorney:
Address:
Phone:
Email:
______________________________________
______________________________________
______________________________________
______________________________________
______________________________________
______________________________________
1.5 CLOSING DATE: Within three years of the signing of this Agreement.
1.6 PLACE: Hampshire Registry of Deeds, unless some other place should be
mutually agreed upon by the parties.
1.7 PURCHASE PRICE: The total purchase price for the Premises is (complete one or both lines)
$______________________ (if easement replaces three parking spots)
$ ______________________(if easement replaces four parking spots).
The purchaser will decide which option prior to exercising this P&S.
A deposit of One Dollar ($1.00) was made with the bid submittal,
which shall be applied to the Purchase price at closing. The balance
of the Purchase price shall be paid at the time of delivery of the
easement by certified, treasurer’s or bank check, or by wire transfer,
at Buyer’s election.
1.8 TITLE: Non-exclusive Access Easement, including the right to make improvements
subject to City regulations and approval standards.
1.9 CONDITIONS: The Request for Bids for this sale and this RFP is incorporated into this
Agreement
1.10 WARRANTIES: Except as set forth otherwise in this Agreement, the following
representations and warranties are made by Seller as of the date of this Agreement and
also as of the time of the delivery of the easement: 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 other than the parking lot, shared use path, and underground and overhead
improvements.
Buyer acknowledges that the Premises is being sold in “as is” condition.
2.3 Title Easement. Said Premises are to be conveyed by a good and sufficient quitclaim
easement running to Buyer, or to a nominee designated by Buyer by written notice to Seller at
least seven calendar days before the easement is to be delivered as herein provided, and said
easement shall convey a good and clear record, marketable, and insurable 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 easement;
(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
(including to the former riverbed and the city’s bike path) do not interfere with use
of and access to the Premises.
2.4 Easement and Plans; Seller shall be responsible for drafting the easement.
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 easement,
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 hereof.
Buyer shall be entitled personally to inspect said Premises prior to the delivery of the easement 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 easement the Premises do not conform with the provisions
hereof, then Seller shall use reasonable efforts to remove any defects in title, or to deliver
possession as provided herein, or to make the said Premises conform to the provisions hereof,
as the case may be, and thereupon the time for performance hereof shall be extended for a
period of thirty calendar days.
2.8 Failure to Perfect Title or Make Premises Conform. If at the expiration of the extended
time Seller shall have failed so to remove any defects in title, deliver possession, or make the
Premises conform, as the case may be, all as herein agreed, or if at any time during the period of
this Agreement or any extension thereof, the holder of a mortgage on said Premises shall refuse
to permit the insurance proceeds, if any, to be used for such purposes, then all obligations of the
parties shall cease and this Agreement shall be void without recourse to the parties hereto,
provided however that all deposits made by Buyer under this Agreement shall be refunded to
Buyer, which obligation shall survive the termination of this Agreement. The Buyer
acknowledges that the city may use eminent domain to clean any defective title and waives any
objections to such actions.
2.9 Buyer’s Election to Accept Title. Buyer shall have the election, at either the original or
any extended time for performance, to accept such title as Seller can deliver to the said Premises
in their then condition and to pay therefore the purchase price, without deduction, in which case
Seller shall convey such title, except that in the event of such conveyance in accord with the
provisions of this clause, if the said Premises shall have been damaged by fire or casualty insured
against, then Seller shall, unless Seller has previously restored the Premises to their former
condition, either
(a) pay over or assign to Buyer, on delivery of the easement, 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 easement, 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 Easement. The acceptance of an easement 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 easement.
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 easement, 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 easement or, for institutional mortgages, are
recorded in accordance with customary conveyancing practices.
2.12 Adjustments. Taxes do not apply to the easement.
2.13 Brokers. No brokers are being used for this transaction.
Seller's broker: NONE Buyer's broker: NONE
2.14 Inspection Rights. The parties agree that Buyer shall have the right to obtain, at Buyer's
expense, an inspection of the premises by a consultant of Buyer's during the bid period. In
consideration of right of inspection and rescission, Seller is hereby released from liability
relating to defects in the premises actually disclosed or about which Seller had no actual
knowledge.
2.15 Water/Sewer, ledge, permitting. Seller makes no representations.
2.16 Hazardous Materials, Lead, Asbestos, and Oil. Seller represents and warrants that the
property is subject to an activities and use limitation, on record at the Registry of Deeds, and
has been the subject of previous releases. The Buyer accepts the easement in an as is condition.
2.17 Financing Contingency. There is no financing contingency.
2.18 Title to Premises. Notwithstanding anything herein contained, the Premises shall not be
considered to be in compliance with the provisions of this Agreement with respect to title unless:
(a) No building, structure, or right of way, easement or improvement, including any
driveway(s), garages, septic systems and wells or property of any kind encroaches
upon or under the Premises from other premises;
(b) Title to the Premises is insurable, for the benefit of Buyer, by a title insurance
company acceptable to Buyer, in a fee owner's policy of title insurance at normal
premium rates, in the American Land Title Association form currently in use;
(c) All structures and improvements on the Premises, including any driveway(s)
garage(s), septic systems and wells and all means of access to the Premises shall not
encroach upon or under any property not within the lot lines of the Premises;
(d) The Premises abut a public way, or have the benefit of an access and utility
easement over a private way leading to a public way, duly laid out or accepted as
such by the municipality in which the Premises are located.
2.19 Affidavits, etc. Simultaneously with the delivery of the easement, 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 easement shall be covered by said title standard or practice standard to
the extent applicable.
2.21 Deposit. A One Dollar ($1.00) deposit shall be made by the Buyer as part of its bid
submittal. The Deposit shall be held by the City.
2.22 Buyer’s Breach. If Buyer shall unjustifiably fail to fulfill Buyer’s part of this Agreement,
all deposits made hereunder, if any, shall be forfeited and become the property of Seller as
liquidated damages, which shall constitute Seller’s sole and exclusive remedy at law or in equity
for Buyer’s default under this Agreement.
2.23 Notices. Any notice required or permitted to be given under this Agreement shall be in
writing and signed by the party or the party's attorney or agent and shall be deemed to have been
given: (a) when delivered by hand, or (b) when sent by Federal Express or other similar courier
service, or (c) when mailed by certified mail, return receipt requested, or (d) upon electronically
confirmed receipt of facsimile delivery (provided that such facsimile delivery is promptly
followed by one of the other permitted forms of notice contained herein), to the party with a
copy to the party’s attorney at the addresses set forth in Section 1.
2.24 Closing. The easement 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
easement.
2.25 Condition of Premises at Closing. Seller agrees to deliver the Premises at the time of
delivery of Seller’s easement 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 easement. Buyer and Seller shall be able to rely upon the
signature of said attorneys as binding unless they have actual knowledge before the execution or
other consent to such extensions, that either party has disclaimed the authority granted herein to
bind them. For purposes of this Agreement, facsimile signatures shall be construed as original.
2.29 Construction of Agreement. This instrument, executed in multiple counterparts, is to be
construed as a Massachusetts contract, is to take effect as a sealed instrument, sets forth the
entire contract between the parties, is binding upon and inures to the benefit of the parties hereto
and their respective heirs, devisees, executors, administrators, successors and assigns, and may
be canceled, modified or amended only by a written instrument executed by both Seller and
Buyer. If two or more persons are named herein as Buyer their obligations hereunder shall be
joint and several.
2.30 Incorporation; Conflict. All terms of the Request for Proposals and the Buyer’s Proposal
are hereby made a part of this Agreement and are incorporated herein by reference. In the event
of conflicting or inconsistent provisions, the terms of the Request for Proposals and the Buyer’s
Proposal shall control.
2.31 Captions. The captions and headings throughout this Agreement are for convenience of
reference only and the words contained therein shall in no way be held or deemed to define,
limit, explain, modify, amplify or add to the interpretation, construction or meaning of any
provisions of, or the scope or intent of this Agreement, nor in any way affect this Agreement, and
shall have no legal effect.
In Witness whereof, the parties hereto sign this Agreement under seal as of this
of January, 2020.
Buyer(s):
th day
_______________________________________________________________________________
_______________________________________________________________________________
Seller:
Mayor David J. Narkiewicz
Wayne Feiden, FAICP, Director of Planning & Sustainability
Joseph M. Cook, Chief Procurement Officer
Joyce Karpinski, Auditor
Purchase and Sale Agreement to Sell to City
SECTION 1. Definitions
1.1 DATE of this Agreement: January , 2020
1.11 PREMISES BEING SOLD TO CITY: Three parcels of land on Old South Street and Clark
Avenue, shown on a survey recorded at the Hampshire Registry of Deeds at Plan Book 241, Page
38, being Parcel B (430 square feet), Parcel C (891 square feet), and Parcel D (105 square feet).
1.12 BUYER:
Address:
Email:
Buyer's
Attorney:
City of Northampton
210 Main Street, Northampton, MA 01060
WFeiden@NorthamptonMA.gov
Robert Spencer, Jankowski & Spencer
6 University Drive, #201, Amherst, MA 01002
Address: Phone: (413) 549-0041
1.13 SELLER
Address:
Seller's Attorney:
Address:
Phone:
Email:
______________________________________
______________________________________
______________________________________
______________________________________
______________________________________
______________________________________
1.14 CLOSING DATE: Within (a) six months of the signing of this Agreement or (b) 60 days of
the approval of the zoning proposed by Planning & Sustainability staff, whichever is later.
1.15 PLACE: Hampshire Registry of Deeds, unless some other place should be
mutually agreed upon by the parties.
1.16 PURCHASE PRICE: The total purchase price for the Premises is $5,000 for Parcel B,
with check made out to the owner of Parcel B; $8,000 for Parcel
C, with check made out to the owner of Parcel C; and $1,000 for
Parcel D, with check made out to the owner of Parcel D. A
deposit of One Dollar ($1.00) was made with the bid submittal,
which shall be applied to the Purchase price at closing. The
balance of the Purchase price shall be paid at the time of
delivery of the deed by certified, treasurer’s or bank check, or by
wire transfer, at Buyer’s election.
1.17 TITLE: Quitclaim Deed.
1.18 CONDITIONS: The sale shall not proceed unless and until the zoning change
proposed by Planning & Sustainability staff is voted on and
approved by Northampton City Council.
1.19 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
2.7 Covenant. Seller agrees to sell and Buyer agrees to buy the Premises upon the
terms hereinafter set forth.
2.8 Buildings, Structures, Improvements, Fixtures. There are no improvements on
the property other than the parking lot, shared use path, and underground and overhead
improvements.
Buyer acknowledges that the Premises is being sold in “as is” condition.
2.9 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) Deeds, restrictions and reservations of record, if any, provided the same do not
interfere with use of and access to the Premises.
2.10 Deed and Plans; Seller shall be responsible for drafting the deed.
2.11 Registered Title. The title to this property is not Registered.
2.12 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 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.
2.32 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.
2.33 Failure to Perfect Title or Make Premises Conform. If at the expiration of the
extended time Seller shall have failed so to remove any defects in title, deliver possession, or
make the Premises conform, as the case may be, all as herein agreed, or if at any time during
the period of this Agreement or any extension thereof, the holder of a mortgage on said
Premises shall refuse to permit the insurance proceeds, if any, to be used for such purposes,
then all obligations of the parties shall cease and this Agreement shall be void without
recourse to the parties hereto, provided however that all deposits made by Buyer under this
Agreement shall be refunded to Buyer, which obligation shall survive the termination of this
Agreement. The Buyer acknowledges that the city may use eminent domain to clean any
defective title and waives any objections to such actions.
2.34 Buyer’s Election to Accept Title. Buyer shall have the election, at either the original or
any extended time for performance, to accept such title as Seller can deliver to the said
Premises in their then condition and to pay therefore the purchase price, without deduction, in
which case Seller shall convey such title, except that in the event of such conveyance in accord
with the provisions of this clause, if the said Premises shall have been damaged by fire or
casualty insured against, then Seller shall, unless Seller has previously restored the Premises to
their former condition, either
(a) pay over or assign to Buyer, on delivery of the deed, all amounts recovered or
recoverable on account of such insurance, less any amounts reasonably expended
by Seller for any partial restoration, or
(b) if a holder of a mortgage on said Premises shall not permit the insurance proceeds or
a part thereof to be used to restore the said Premises to their former condition or to
be so paid over or assigned, give to Buyer a credit against the purchase price, on
delivery of the deed, equal to said amounts so recovered or recoverable and retained
by the holder of the said mortgage less any amount reasonably expended by Seller
for any partial restoration.
2.35 Acceptance of Deed. The acceptance of an 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.
2.36 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.
2.37 Adjustments. As small slivers of property, there shall be no tax adjustments on closing.
2.38 Brokers. No brokers are being used for this transaction.
Seller's broker: NONE Buyer's broker: NONE
2.39 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.
2.40 Water/Sewer, ledge, permitting. Seller makes no representations.
2.41 Hazardous Materials, Lead, Asbestos, and Oil. Seller represents and warrants that
portions of the property is subject to an activities and use limitation, on record at the Registry
of Deeds, and has been the subject of previous releases. The Buyer accepts the deed in an as is
condition.
2.42 Financing Contingency. There is no financing contingency.
2.43 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, deed 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 deed
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.
2.44 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.
2.45 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.
2.46 Deposit. A One Dollar ($1.00) deposit shall be made by the Buyer as part of its bid
submittal. The Deposit shall be held by the City.
2.47 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.
2.48 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.
2.49 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.
2.50 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.
2.51 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.
2.52 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.
2.53 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.
2.54 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.
2.55 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.
2.56 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 January,
2020.
Seller(s):
_______________________________________________________________________________
_______________________________________________________________________________
Buyer, for the City of Northampton:
Mayor David J. Narkiewicz
Wayne Feiden, FAICP, Director of Planning & Sustainability
Joseph M. Cook, Chief Procurement Officer
Joyce Karpinski, Auditor