Burts_Pit_Road-Request_for_Bids_Lot_Sale-WF-R1-9-2019Request for Bids for Sale Lots of Lots 3, 4, 6, & 8 on Burts Pit Road
Minimum bid:
Bid Deadline
For Questions
The minimum bid is $200,000 for all four lots (lots will not be sold separately).
1:00 PM Wednesday February 13, 2019
Wayne Feiden at WFeiden@NorthamptonMA.gov
Submit Sealed Bids: Wayne Feiden, Office of Planning & Sustainability
ATTN: Sealed Bid‐ Burts Pit Lots, 210 Main Street Northampton, MA 01060
Bids must include:
1.The attached bid sheet
2.A 25% deposit (Deposits will be refunded only in accordance with this RFP.
3.A signed copy of the attached purchase and sale agreement (we will sign and return for the accepted bid).
Conditions and Representations:
1.Title: The city recently acquired this land as part of a larger purchase and obtained a title certification.
2.Environmental Site Assessment: The city received a Phase I Environmental Site Assessment (OTO, the city’s
independent Licensed Site Professional, that did not indicate the need for any additional investigation).
3.Soil piles: There are some piles of soil with some asphalt in the limited development area some of which
are on the four subject lots. It will be the buyer’s responsibility to remove these piles.
4.Wetlands: The city has obtained a wetlands Determination of Applicability that there are no wetlands on
these properties (valid until October 2019).
5.Special Permit and Site Plan Approval: The city has obtained these permits, which run with the land. All
obligations, including on‐site drainage, tree replacement, and common driveways, on or serving the four
lots will be the buyer’s responsibility. The buyer must an obtain an amended permit to address #8, below.
6.DPW Stormwater Permit: The city has obtained this permit. All obligations under the permit on the
property, including any off-site improvements to allow the lots to be used, are the buyer's responsibility.
The buyer must obtain an amended permit to address #8, below.
7.Common Driveways: Vehicle access shall be using the common driveways designed on the site plans, as
amended by any new site plan approval. It will be the buyer and any other user’s responsibilities to
develop. The buyer shall develop develop easements and covenants spelling out common rights and
obligations for all common driveways which include the buyer's lots, subject to City approval.
8.Site Plan & Stormwater Design: The Buyer will be responsible for all site plan revisions, stormwater
planning and construction costs for Lots #3-10 so that 1) lots not being purchased by the Buyer can be
developed without phasing requirements, 2) Lot #9 will not be developed and will be merged into Lot #10
and 3) Lots #5 and 7 will be redesigned into three lots. The Buyer will be responsible for all tree work and
tree replacement on Lots #3-8.
9.Contingency: The obligation to purchase the property is subject to receipt of all regulatory approvals
required. The successful bidder shall use best efforts to expedite the approval process. All predevelopment
work including but not limited to survey and engineering work, site plans and construction drawings to
become the property of the City of Northampton should the sale not proceed.
10. PILOT: Any use other than residential housing shall be required to enter into a Payment-in-lieu-of-
taxes (PILOT) agreement agreeing to pay 100% of the property taxes that would apply if that use was not
tax exempt.
Northerly of these lots is the 130 acre permanently protected Burts Bog Greenway. Property owners may
enter the property, consistent with city regulations, but may not use for any private use. Drainage
improvements that enhance this property and improve habitat values will be considered. The city has
received funding to develop the Rocky Hill multi-use trail (bicycle path) through the greenway.
DUE DILIGENCE: Permits are complex. YOU are responsible for understanding all permits and obtaining
any amended requests for permits, prior to the closing date. City approval, through the Director of
Planning & Sustainability, is required for any amended permit application. No representations are being
made as to what changes would be approved.
Other legal fine print:
Closing Date: We expect to close on or before August 31, 2019.
Architectural Fees: At closing, the Buyer shall pay $45,000 of the total purchase price directly to Habitat for
Humanity to cover the architectural fees for lots #5 and 7, as required by the agreement whereby those
lots where transferred to Habitat for Humanity. This amount and the bid deposit shall be deducted from
the funds due to the City at closing.
Bid Submittal form (showing the formula for calculating the high winning bid):
1.Minimum bid (bids under $200,000 will not be considered):$200,000
2.PLUS Bid amount over the minimum:$_______3.LESS $15,000 for each affordable unit (priced to sell or rent to those at or below 80%
of Area Median Income, with a city-approved MassDocs affordable housing restriction
for a 30 year or longer term): ______ affordable units X $15,000 per affordable unit
$_______
$_______
TOTAL bid
REQUIRED BID DEPOSIT-- 25% of total bid calculated above 25% Bid Deposit
$_______
We reserve the right to reject any and all bids and withdraw lots from sale
Legal Ads placed (and RFP available): Daily Hampshire Gazette: 1/28 & 2/4/19; Central Register: 1/9/19
Purchase and Sale: Purchase and Sale Agreement as attached, with the blanks completed
Bidder Name: __________________________________________________________
Bidder Address: ________________________________________________________
Bidder Phone #: (___) ____‐___________
Bidder Email: _______________________
Purchase and Sale Agreement
Lots 3, 4, 6, and 8, Burts Pit Road, Florence section, Northampton, MA
Section 1 – Information and Definitions
1.2.1 DATE of this Agreement: February _____, 2019
1.2 PREMISES: A parcel of land in Northampton, Massachusetts on Burts Pit Road,
containing 1.4± acres, comprised of the land described as “Lots 3, 4, 6, and 8” as
shown on a survey prepared by David R. Enberg, Berkshire Design Heritage Surveys
dated June 9, 2017, entitled “Approval Not Required Plan of Land Located in
Northampton, Massachusetts, Prepared for The City of Northampton” and recorded
in the Hampshire Registry of Deeds at Plan Book 239, Page 79.
1.3 SELLER:
City of Northampton
210 Main Street, Northampton, MA 01060
WFeiden@NorthamptonMA.gov
Robert Spencer, Jankowski & Spencer
6 University Drive, #201, Amherst, MA 01002
Address:
Email:
Seller's
Attorney:
Address: Phone: (413) 549-0041
1.4 BUYER:
Address:
Buyer's Attorney:
Address:
Phone:
Email:
1.5 CLOSING DATE: August 31, 2019 or anytime sooner date mutually agreed upon.
The parties agree that time is of the essence. The deadline may be
extended due to documented delays in obtaining needed permits.
1.6 PLACE: Hampshire Registry of Deeds, unless some other place should be
mutually agreed upon by the parties.
1.7 PURCHASE PRICE: The total purchase price for the Premises is
1.8 TITLE:
________________________________________ ($__________). A
deposit of 25% 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.
Quitclaim Deed(s) with a retained MassDocs Affordable Housing
Restriction with a minimum of 30 years, in a form acceptable to the
City, for ____ affordable units affordable to owners or renters earning
no more than 80% of Area Median Income.
Emerson Way LLC, c/o Richard Madowitz
150 Main St., Ste 310, Northampton, MA 01060
Will Flanders
Shelburne Falls, MA oner date mutually agreed upon. The parties
agree that time is of the essence. The deadline may be extended
due to documented delays in obtaining needed permits.
1.9 :CONDITIONS The Request for Bids for Sale Lots of Lots 3, 4, 6, & 8
on Burts Pit Road is attached hereto and the RFP, including its
Conditions and Representations, Architecture Fees, and
Payment in Lieu of Taxes are 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
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.
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 and Plans; Seller shall be responsible for drafting the deed.
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. 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 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. 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 other than providing
the Site Plan/Special Permit, Wetlands Determination of Applicability, and DPW Stormwater
Permit that have all been issued for the property.
2.16 Hazardous Materials, Lead, Asbestos, and Oil. Seller represents and warrants to Buyer
that, to the best of Seller’s knowledge, information and belief, (i) there has been no release of
any hazardous materials or oil on, from or near the Premises, except as noted above, (as used in
this Agreement, the terms "release," "hazardous materials" and "oil" shall have the meaning
given to them in M.G.L.c.21E), (ii) there are no underground storage tanks or other subsurface
facilities holding petroleum or oil products currently in use or previously abandoned on the
Premises and (iii) chlordane has not been used as a pesticide on the Premises. These
representations and warranties shall survive the closing.
2.17 Financing Contingency. 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 deed, Seller shall execute and
deliver: (a) affidavits and indemnities under oath with respect to parties in possession and
mechanic's liens to induce Buyer’s title insurance company to issue lender's and owner's policies
of title insurance without exception for those matters, and Seller shall indemnify and hold
harmless the title insurance company for any losses, costs, or damages sustained as a result of
issuing a policy without exceptions covered by such representations; (b) an affidavit, satisfying
the requirements of Section 1445 of the Internal Revenue Code and regulations issued
thereunder, which states, under penalty of perjury, Seller’s United States taxpayer identification
number, that Seller is not a foreign person, and Seller’s address (the "1445 Affidavit"); (c)
Internal Revenue Service Form W-8 or Form W-9, as applicable, with Seller’s tax identification
number, and an affidavit furnishing the information required for the filing of Form 1099S with
the Internal Revenue Services and stating Seller is not subject to back-up withholding; and (d)
such additional and further instruments and documents as may be consistent with this Agreement
and customarily and reasonably required by Buyer and/or the Buyer’s title insurance company to
complete the transactions described in this Agreement.
2.20 Title Standards. Any matter or practice arising under or relating to this Agreement which
is the subject of a title standard or a practice standard of the Real Estate Bar Association at the
time for delivery of the deed shall be covered by said title standard or practice standard to the
extent applicable.
2.21 Deposit. A 25 percent deposit shall be made by the Buyer as part of its bid submittal. The
Deposit shall be held by the City or its attorney. The Deposit shall be duly accounted for at the
time of performance of this agreement or otherwise by the agreement of the parties or by order
of a court of competent jurisdiction. The deposits are refundable only if Planning &
Sustainability approves due diligence work contracted for by the bidder and the bidder agrees to
release all such work products and all rights to such work products to 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 deed and other documents required by this Agreement are to be delivered
and the Purchase Price paid at the Date and Time of Closing and at the Place of Closing. All
documents and funds are to be delivered in escrow subject to prompt rundown of title and
recording, which term shall include registration in the case of registered land. Seller’s proceeds
may be in the form of an IOLTA check, and the check shall be held in escrow by Seller’s
attorney who shall release the check to Seller only following the recording of the deed.
2.25 Condition of Premises at Closing. Seller agrees to deliver the Premises at the time of
delivery of Seller’s deed in a condition substantially similar to its condition at the time of the
signing of this Agreement.
2.26 Casualty. Notwithstanding anything herein to the contrary, in the event of damage to or
destruction of the Premises by fire, vandalism or other casualty, then at Buyer’s sole option, this
Agreement may be terminated, whereupon all deposits paid by Buyer hereunder shall be
promptly returned to Buyer.
2.27 Liability of Trustee, Shareholder, Fiduciary, etc. If Seller or Buyer executes this
Agreement in a representative or fiduciary capacity, only the principal or the estate represented
shall be bound, and neither Seller or Buyer so executing, nor any shareholder or beneficiary of
any trust, shall be personally liable for any obligation, express or implied, hereunder.
2.28 Extensions. Buyer and Seller hereby authorize their respective attorneys (as the case may
be) to execute on their behalf any extensions to the time for performance and any change of
location and/or time for delivery of the deed. Buyer and Seller shall be able to rely upon the
signature of said attorneys as binding unless they have actual knowledge before the execution or
other consent to such extensions, that either party has disclaimed the authority granted herein to
bind them. For purposes of this Agreement, facsimile signatures shall be construed as original.
2.29 Construction of Agreement. This instrument, executed in multiple counterparts, is to be
construed as a Massachusetts contract, is to take effect as a sealed instrument, sets forth the
entire contract between the parties, is binding upon and inures to the benefit of the parties hereto
and their respective heirs, devisees, executors, administrators, successors and assigns, and may
be canceled, modified or amended only by a written instrument executed by both Seller and
Buyer. If two or more persons are named herein as Buyer their obligations hereunder shall be
joint and several.
2.30 Incorporation; Conflict. All terms of the Request for Proposals and the Buyer’s Proposal
are hereby made a part of this Agreement and are incorporated herein by reference. In the event
of conflicting or inconsistent provisions, the terms of the Request for Proposals and the Buyer’s
Proposal shall control.
2.31 Captions. The captions and headings throughout this Agreement are for convenience of
reference only and the words contained therein shall in no way be held or deemed to define,
limit, explain, modify, amplify or add to the interpretation, construction or meaning of any
provisions of, or the scope or intent of this Agreement, nor in any way affect this Agreement, and
shall have no legal effect.
In Witness whereof, the parties hereto sign this Agreement under seal as of this ___th day
of February, 2019.
Buyer:
Seller:
Mayor David J. Narkiewicz
Wayne Feiden, Director of Planning and Sustainability
Joseph M. Cook, Chief Procurement Officer
Joyce Karpinski, Auditor