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49-012 planning signoff 4-26-19Louis Hasbrouck <lhasbrouck@northamptonma.gov> Open Space- Consolidated Edison in Northampton - closed Louis Hasbrouck <lhasbrouck@northamptonma.gov>Fri, Apr 26, 2019 at 2:29 PM Draft To: Wayne Feiden <wfeiden@northamptonma.gov> Thanks. I think they still need something from Sarah (the plans are partly in some wetlands buffers) and something from DPW (trees and driveway), but they're closing in on it. Louis Hasbrouck Building Commissioner City of Northampton Town of Williamsburg (413) 587-1240 office (413) 587-1272 fax On Fri, Apr 26, 2019 at 12:28 PM Wayne Feiden <wfeiden@northamptonma.gov> wrote: Louis and Carolyn, Yesterday we closed on CED Northampton (Consolidated Edison) donation of 20.628 acres as part of our Parsons Brook Greenway-Pine Barrens site. This fulfills on the Consolidated Edison's permit requirements, so I wanted to document it for your records. The deed is recorded at the Hampshire Registry of Deeds at Book 12244, Page 85 (4/25/19). Wayne Wayne Feiden, FAICP, Director Planning & Sustainability City of Northampton 210 Main St, City Hall, Northampton, MA 01060 (413) 587-1265 www.NorthamptonMA.gov/PLAN On Wed, Apr 24, 2019 at 9:47 AM Ondishin, Steven <OndishinS@conedceb.com> wrote: Great. Thank you, Wayne. Steve From: Wayne Feiden <wfeiden@northamptonma.gov> Sent: Wednesday, April 24, 2019 9:20 AM To: Ondishin, Steven <OndishinS@conedceb.com> Cc: conlind@gtlaw.com; Bob Spencer <RJS@jsamherst.com>; Bauer, Daniel <BauerD@conedceb.com> Subject: Re: Open Space- Consolidated Edison in Northampton - REVISED OPTION AGREEMENT AND PLAN ***EXTERNAL SENDER. Do not click on links or documents if sender is unknown and never provide user ID or password.*** Sorry about that. Attached is the signed option, with all the pages this time.   Wayne Wayne Feiden, FAICP, Director Planning & Sustainability City of Northampton 210 Main St, City Hall, Northampton, MA 01060 (413) 587-1265 www.NorthamptonMA.gov/PLAN On Tue, Apr 23, 2019 at 4:04 PM Ondishin, Steven <OndishinS@conedceb.com> wrote: Wayne – Thank you for sending it, but I believe every other page is missing. Perhaps you scanned only one side, as opposed to both. Can you please resend? Dina – Would you kindly mail the original deed and certificate of good standing to Wayne? Best, Steve Ondishin Manager, Project Development ConEdison Clean Energy Businesses 100 Summit Lake Drive, STE 210 | Valhalla, NY 10595 | www.ConEdCEB.com Mobile: (914) 391-9465 | Office: (914) 286-7761 OndishinS@ConEdCEB.com From: Wayne Feiden <wfeiden@northamptonma.gov> Sent: Tuesday, April 23, 2019 3:42 PM To: conlind@gtlaw.com Cc: Bob Spencer <RJS@jsamherst.com>; Bauer, Daniel <BauerD@conedceb.com>; Ondishin, Steven <OndishinS@conedceb.com> Subject: Re: Open Space- Consolidated Edison in Northampton - REVISED OPTION AGREEMENT AND PLAN ***EXTERNAL SENDER. Do not click on links or documents if sender is unknown and never provide user ID or password.*** Thank you.  Attached is the fully executed Option for the property. We just dropped a paper copy in the mail to you.   Please FedEx the original deed and certificate of good standing to me at the address below. I will add the original Exhibit B and put the deed on record.   Wayne Wayne Feiden, FAICP, Director Planning & Sustainability City of Northampton 210 Main St, City Hall, Northampton, MA 01060 (413) 587-1265 www.NorthamptonMA.gov/PLAN On Thu, Apr 18, 2019 at 11:10 AM <conlind@gtlaw.com> wrote: Wayne – attached is an executed version of the release deed, as well as a certificate of good standing for CED Northampton Solar. Please let me know the status of the Option Agreement (and circulate a fully-executed version if available), and let me know how you would like to proceed with the original deed and good standing. Thanks, Dina Dina E. Conlin Of Counsel Greenberg Traurig, LLP | One International Place | Boston, MA 02110 Tel 617.310.5204 conlind@gtlaw.com | www.gtlaw.com 2 0 1 8 , 2 0 1 7 , 2 0 1 3 A N D 2 0 1 0 C H A M B E R S A N D PA R T N E R S U S A A WA R D F O R E X C E L L E N C E I N R E A L E S TAT E (T E A M ) From: Wayne Feiden [mailto:wfeiden@northamptonma.gov] Sent: Thursday, April 11, 2019 3:44 PM To: Robert Spencer <RJS@jsamherst.com> Cc: Conlin, Dina (OfCnl-Bos-RE) <conlind@gtlaw.com>; BauerD@conedceb.com; OndishinS@conedceb.com Subject: Re: Open Space- Consolidated Edison in Northampton - REVISED OPTION AGREEMENT AND PLAN Thank you all.   Bob when you get the signed version I can supply you a certified copy of the City Council Order for Exhibit B. Wayne Feiden, FAICP, Director Planning & Sustainability City of Northampton 210 Main St, City Hall, Northampton, MA 01060 (413) 587-1265 www.NorthamptonMA.gov/PLAN On Thu, Apr 11, 2019 at 3:08 PM Robert Spencer <RJS@jsamherst.com> wrote: This is fine. Robert J. Spencer, Esq. Jankowski & Spencer, P.C. 6 University Drive, Suite 201 Amherst, MA 01002 413-549-0041 (tel.) 413-549-3818 (fax) rjs@jsamherst.com This transmission is intended solely for the person or entity to whom it is addressed. It may contain privileged and confidential information. If you are not the intended recipient, please be notified that any dissemination, distribution or copying is strictly prohibited. If you have received this transmission by mistake, please let us know and then delete it from your system. WIRE FRAUD ALERT If you receive an e-mail from this office requesting that you wire or otherwise transfer funds, you must confirm the request and any corresponding instructions by telephone with this office at (413) 549-0041 before you initiate any transfer. E-mail accounts of attorneys, other professionals and businesses are being targeted by hackers in an attempt to initiate fraudulent wire requests. From: conlind@gtlaw.com [mailto:conlind@gtlaw.com] Sent: Thursday, April 11, 2019 3:05 PM To: wfeiden@northamptonma.gov; Robert Spencer Cc: BauerD@conedceb.com; OndishinS@conedceb.com Subject: RE: Open Space- Consolidated Edison in Northampton - REVISED OPTION AGREEMENT AND PLAN OK – see attached clean and redlines. Does this work for everyone? Dina E. Conlin Of Counsel Greenberg Traurig, LLP | One International Place | Boston, MA 02110 Tel 617.310.5204 conlind@gtlaw.com | www.gtlaw.com 2 0 1 8 , 2 0 1 7 , 2 0 1 3 A N D 2 0 1 0 C H A M B E R S A N D PA R T N E R S U S A AWA R D F O R E X C E L L E N C E I N R E A L E S T AT E (T E A M ) From: Wayne Feiden [mailto:wfeiden@northamptonma.gov] Sent: Thursday, April 11, 2019 2:52 PM To: Robert Spencer <RJS@jsamherst.com> Cc: Conlin, Dina (OfCnl-Bos-RE) <conlind@gtlaw.com>; BauerD@conedceb.com; OndishinS@conedceb.com Subject: Re: Open Space- Consolidated Edison in Northampton - REVISED OPTION AGREEMENT AND PLAN Just one other change, if we can. Can we add an Exhibit B, which is our authority from City Council to accept the deed? Wayne Feiden, FAICP, Director Planning & Sustainability City of Northampton 210 Main St, City Hall, Northampton, MA 01060 (413) 587-1265 www.NorthamptonMA.gov/PLAN On Thu, Apr 11, 2019 at 2:46 PM Robert Spencer <RJS@jsamherst.com> wrote: Hi Dina: Here are my edits. If ok on your end, the City is ready close. Bob Robert J. Spencer, Esq. Jankowski & Spencer, P.C. 6 University Drive, Suite 201 Amherst, MA 01002 413-549-0041 (tel.) 413-549-3818 (fax) rjs@jsamherst.com This transmission is intended solely for the person or entity to whom it is addressed. It may contain privileged and confidential information. If you are not the intended recipient, please be notified that any dissemination, distribution or copying is strictly prohibited. If you have received this transmission by mistake, please let us know and then delete it from your system. WIRE FRAUD ALERT If you receive an e-mail from this office requesting that you wire or otherwise transfer funds, you must confirm the request and any corresponding instructions by telephone with this office at (413) 549-0041 before you initiate any transfer. E-mail accounts of attorneys, other professionals and businesses are being targeted by hackers in an attempt to initiate fraudulent wire requests. From: conlind@gtlaw.com [mailto:conlind@gtlaw.com] Sent: Wednesday, April 10, 2019 10:50 AM To: wfeiden@northamptonma.gov; Robert Spencer Cc: BauerD@conedceb.com; OndishinS@conedceb.com Subject: RE: Open Space- Consolidated Edison in Northampton - REVISED OPTION AGREEMENT AND PLAN Wayne/Bob – following up to see if you have any comments on the attached deed, and whether you will need anything else from ConEd to close the transaction. Thanks, Dina Dina E. Conlin Of Counsel Greenberg Traurig, LLP | One International Place | Boston, MA 02110 Tel 617.310.5204 conlind@gtlaw.com | www.gtlaw.com 2 0 1 8 , 2 0 1 7 , 2 0 1 3 A N D 2 0 1 0 C H A M B E R S A N D P A RT N E R S U S A AW A R D F O R E X C E L L E N C E I N R E A L E S TAT E (T E A M ) From: Conlin, Dina (OfCnl-Bos-RE) Sent: Thursday, April 4, 2019 1:05 PM To: 'Wayne Feiden' <wfeiden@northamptonma.gov> Cc: Bob Spencer <RJS@jsamherst.com>; Bauer, Daniel <BauerD@conedceb.com>; Ondishin, Steven <OndishinS@conedceb.com> Subject: RE: Open Space- Consolidated Edison in Northampton - REVISED OPTION AGREEMENT AND PLAN Thanks Wayne. I’ve attached a copy of the recorded plan, together with clean and redlined versions of the deed showing the insertion of the recording information for the plan on Exhibit A. Please let me know if you (or your title company) have any comments on the deed, and whether you will need anything else from ConEd in order to close the transaction (e.g. good standing?). Thanks, Dina Dina E. Conlin Of Counsel Greenberg Traurig, LLP | One International Place | Boston, MA 02110 Tel 617.310.5204 conlind@gtlaw.com | www.gtlaw.com 2 0 1 8 , 2 0 1 7 , 2 0 1 3 A N D 2 0 1 0 C H A M B E R S A N D P A RT N E R S U S A AW A R D F O R E X C E L L E N C E I N R E A L E S TAT E (T E A M ) From: Wayne Feiden [mailto:wfeiden@northamptonma.gov] Sent: Thursday, April 4, 2019 12:15 PM To: Conlin, Dina (OfCnl-Bos-RE) <conlind@gtlaw.com> Cc: Bob Spencer <RJS@jsamherst.com>; Bauer, Daniel <BauerD@conedceb.com>; Ondishin, Steven <OndishinS@conedceb.com> Subject: Re: Open Space- Consolidated Edison in Northampton - REVISED OPTION AGREEMENT AND PLAN We have recorded this survey at the Hampshire Registry of Deeds at Plan Book 244, Page 3 (4/3/2019). Please add this reference to the survey.   We received the signed option today from Con Ed and it is currently circulating for city signatures. Within a couple of days I will send the signed contract and our notice to exercise the option to Con Ed. That said, we are ready to close as soon as the lawyers are ready. Wayne Feiden, FAICP, Director Planning & Sustainability City of Northampton 210 Main St, City Hall, Northampton, MA 01060 (413) 587-1265 www.NorthamptonMA.gov/PLAN On Wed, Mar 27, 2019 at 5:33 PM <conlind@gtlaw.com> wrote: Wayne – Steve asked that I send you the attached revised option agreement, together with a redline showing changes from the prior version. As you will see, the changes reflect the latest state of facts (i.e. the existence of the plan, the fact that CED has purchased the property, and the fact that the easement is no longer necessary). I’ve also attached the revised plan. Please let me know if you need anything else in advance of the Planning Board meeting. Thanks, Dina Dina E. Conlin Of Counsel Greenberg Traurig, LLP | One International Place | Boston, MA 02110 Tel 617.310.5204 conlind@gtlaw.com | www.gtlaw.com 2 0 1 8 , 2 0 1 7 , 2 0 1 3 A N D 2 0 1 0 C H A M B E R S A N D P A RT N E R S U S A A W A R D F O R E X C E L L E N C E I N R E A L E S T AT E (T E A M ) From: Ondishin, Steven [mailto:OndishinS@conedceb.com] Sent: Tuesday, March 26, 2019 4:00 PM To: Wayne Feiden <wfeiden@northamptonma.gov> Cc: Conlin, Dina (OfCnl-Bos-RE) <conlind@gtlaw.com>; Bob Spencer <RJS@jsamherst.com>; Bauer, Daniel <BauerD@conedceb.com> Subject: RE: Open Space- Consolidated Edison in Northampton - DRAFT DEED TO CITY Wayne – Regarding your first comment, I will check with the Engineering team. The arrays are already very tight due to shifting our fence inward (i.e. farther away) from abutters at the southern end of the parcel. I will verify. Regarding your second comment, I will have the surveyor re-label the ANR Plan as suggested below. I’ll ask the surveyor to hustle. Hopefully we can get you a complete package to take before the Planning Board on Thursday. Thanks for your prompt attention, Steve From: Wayne Feiden [mailto:wfeiden@northamptonma.gov] Sent: Tuesday, March 26, 2019 3:47 PM To: Ondishin, Steven Cc: conlind@gtlaw.com; Bob Spencer; Bauer, Daniel Subject: Re: Open Space- Consolidated Edison in Northampton - DRAFT DEED TO CITY ***EXTERNAL SENDER. Do not click on links or documents if sender is unknown and never provide user ID or password.*** I have just two very minor changes.   First, I don't know where your fence will be, but I have one minor boundary change, if possible. Is there any chance that you can move the point on the west side of lot 2 on the northerly end of the 556.76' fun /westerly end of the 142.64' run just far enough east (approximately 20') so that people can walk on our property without going into the wetland at the two points where the property boundary is up to or over the wetlands boundary?  If that is not possible, given the location of your fence, we will still happily accept the land exactly as you laid it out.   Second, I have a couple of minor changes to the ANR plan 1. Please relabel, if possible, the Open Space as Parsons Brook Greenway-Pine Barrens, not a building lot.  2. Please add a sub-label under Lot 2- Photovoltaics not a building lot. Those two labels just make it clear that no frontage is required for either lot under our zoning, allowing us to endorse the plan.  (The alternative is simply to note somewhere on the plan that neither lot is a building lot, but I don't want to create any confusion when you go for a building permit for the PV on a lot that is labeled not a building lot.)   Thanks.  We look forward to getting ANR for signatures and moving to closing. Our Planning Board next meets this Thursday. Since they need to endorse the plan, if you can get this in sometime tomorrow (Wednesday) or first thing on Thursday, we can get their signatures on Thursday. Otherwise we can do that in two weeks. We will need for you to file on-line (where you will file a PDF and DWG version of the plan) and bring us in the requisite number of paper copies and one mylar, all signed by the surveyor. Wayne Feiden, FAICP, Director Planning & Sustainability City of Northampton 210 Main St, City Hall, Northampton, MA 01060 (413) 587-1265 www.NorthamptonMA.gov/PLAN On Tue, Mar 26, 2019 at 3:18 PM Ondishin, Steven <OndishinS@conedceb.com> wrote: Hi Wayne – When time allows, please review the proposed ANR Plan. Land to be donated is labeled “OPEN SPACE” and totals 20.6 acres. If you are comfortable with the plan as it is drawn, our surveyor will finalize the ANR Plan and Legal Description. Both will be included as Exhibits to the Option for Purchase of Land. Thanks, Steve Ondishin Renewable Project Development ConEdison Development | 100 Summit Lake Drive, STE 210 | Valhalla, NY 10595 | www.ConEdDev.com Mobile: (914) 391-9465 | Office: (914) 286-7761 OndishinS@ConEdDev.com From: Wayne Feiden [mailto:wfeiden@northamptonma.gov] Sent: Thursday, March 21, 2019 2:00 PM To: conlind@gtlaw.com Cc: Ondishin, Steven; Bob Spencer; Bauer, Daniel Subject: Re: Open Space- Consolidated Edison in Northampton - DRAFT DEED TO CITY ***EXTERNAL SENDER. Do not click on links or documents if sender is unknown and never provide user ID or password.*** Bob Spencer will do the legal review for the City. I have just two initial comments.   The grantee clause should read: "grants to CITY OF NORTHAMPTON, a municipal corporation whose address is 210 Main Street, Northampton, Massachusetts, 01060, under the care and custody of its Conservation Commission, acting through the Northampton Office of Planning & Sustainability, for administration, control and maintenance under the provisions of M.G.L., Chapter 40, Section 8C, as amended, and consistent with Article 97 of the Amendments to the Massachusetts Constitution and Community Preservation Act.   We do NOT intend to do any winter maintenance, so we don't want to be responsible for ice and snow maintenance on the easement.   Wayne Image removed by sender. Wayne Feiden, FAICP, Director Planning & Sustainability City of Northampton 210 Main St, City Hall, Northampton, MA 01060 (413) 587-1265 www.NorthamptonMA.gov/PLAN On Wed, Mar 20, 2019 at 2:28 PM <conlind@gtlaw.com> wrote: All, In the meantime, I have drafted the attached deed, subject to the final legal description, plan, etc., and subject to CED’s review and comment. Please let me know if you have any comments. Thanks, Dina Dina E. Conlin Of Counsel Greenberg Traurig, LLP | One International Place | Boston, MA 02110 Tel 617.310.5204 conlind@gtlaw.com | www.gtlaw.com 2 0 1 8 , 2 0 1 7 , 2 0 1 3 A N D 2 0 1 0 C H A M B E R S A N D PA R T N E R S U S A A WA R D F O R E X C E L L E N C E I N R E A L E S TAT E (T E A M ) From: Ondishin, Steven [mailto:OndishinS@conedceb.com] Sent: Wednesday, March 20, 2019 2:25 PM To: Wayne Feiden <wfeiden@northamptonma.gov>; Bob Spencer <RJS@jsamherst.com> Cc: Conlin, Dina (OfCnl-Bos-RE) <conlind@gtlaw.com>; Bauer, Daniel <BauerD@conedceb.com> Subject: RE: Open Space- Consolidated Edison in Northampton Folks – I just wanted to advise that our surveyor is preparing the ANR Plan and legal description of the property. He tells me that it will be quick. Best estimate I can offer is about ~1 week. Thank you, Steve Ondishin Renewable Project Development ConEdison Development | 100 Summit Lake Drive, STE 210 | Valhalla, NY 10595 | www.ConEdDev.com Mobile: (914) 391-9465 | Office: (914) 286-7761 OndishinS@ConEdDev.com From: Wayne Feiden [mailto:wfeiden@northamptonma.gov] Sent: Friday, March 15, 2019 5:53 PM To: Ondishin, Steven; Bob Spencer Cc: conlind@gtlaw.com; Bauer, Daniel Subject: Open Space- Consolidated Edison in Northampton ***EXTERNAL SENDER. Do not click on links or documents if sender is unknown and never provide user ID or password.*** Daniel and Dana, meet Robert Spenser, the city’s real estate attorney for this transaction. We want to be ready as soon as you can send us a draft deed and the survey. Bob, meet Daniel Bauer and Dina Conlin who represent Consolidated Edison, who is about to transfer a parcel of land to the city, through its Conservation Commission with our standard grantee language. Time is if the essence since they can’t break ground for solar PV on the remainder of their land until this transaction happens, and we don’t want to delay them. Bob, this parcel abuts the parcel that we are acquiring from Bill Willard Inc that you already started doing a title search on. Con Ed just acquired their land from Bill Willard inc. so hopefully expanding you title search to cover this parcel will be easy. Please copy me on draft deeds and surveys. Wayne On Mar 15, 2019, at 5:41 PM, Ondishin, Steven <OndishinS@conedceb.com> wrote: Wayne – Meet Dina Conlin, CED’s real estate counsel. And Dan Bauer, who is our in-house counsel. I like to keep them both in the loop. Their contact info is below and they are both copied on this message. Dina, Dan – Meet Wayne Feiden who is Northampton’s Director of Planning & Sustainability. Wayne is taking lead to effectuate the land donation. Wayne can connect you with City of Northampton’s attorney. Wayne’s contact info is below. Daniel J. Bauer Associate Counsel Con Edison Clean Energy Businesses, Inc. 100 Summit Lake Drive; Suite 210 Valhalla, New York 10595 (914) 286-7063 Direct BauerD@conedceb.com Dina E. Conlin Of Counsel Greenberg Traurig, LLP | One International Place | Boston, MA 02110 Tel 617.310.5204 conlind@gtlaw.com | www.gtlaw.com Wayne Feiden, FAICP, Director Planning & Sustainability City of Northampton 210 Main St, City Hall, Northampton, MA 01060 (413) 587-1265 Best, Steve Ondishin Renewable Project Development ConEdison Development | 100 Summit Lake Drive, STE 210 | Valhalla, NY 10595 | www.ConEdDev.com Mobile: (914) 391-9465 | Office: (914) 286-7761 OndishinS@ConEdDev.com From: Wayne Feiden [mailto:wfeiden@northamptonma.gov] Sent: Friday, March 15, 2019 5:22 PM To: Ondishin, Steven Subject: Re: Open Space- Consolidated Edison in Northampton ***EXTERNAL SENDER. Do not click on links or documents if sender is unknown and never provide user ID or password.*** Great. Can you tell me who your attorney is for this transaction? I want to get our attorney going on the title search (which should be easy since he is already doing title for Bill Willard Inc for land we are purchasing from them) and they can work together on the final deed. Wayne Feiden, FAICP Director of Planning and Sustainability City of Northampton Forgive typos. This is from my small screened phone. On Mar 15, 2019, at 5:07 PM, Ondishin, Steven <OndishinS@conedceb.com> wrote: Thank you, Wayne. That certainly works for us. We will get you those two deliverables ASAP. Have a great weekend, Steve Ondishin Renewable Project Development ConEdison Development | 100 Summit Lake Drive, STE 210 | Valhalla, NY 10595 | www.ConEdDev.com Mobile: (914) 391-9465 | Office: (914) 286-7761 OndishinS@ConEdDev.com From: Wayne Feiden [mailto:wfeiden@northamptonma.gov] Sent: Friday, March 15, 2019 4:51 PM To: Ondishin, Steven Subject: Re: Open Space- Consolidated Edison in Northampton ***EXTERNAL SENDER. Do not click on links or documents if sender is unknown and never provide user ID or password.*** Congratulations. That is great news. We are so pleased that you will start your PV project this year.   We already have City Council approval and have already completed our Environmental Site Assessment. We will be ready to close anytime the survey work is done.   Can you: 1. Complete the survey showing exactly what land you are prepared to donate to us. 2. Provide us with a draft deed.   As soon as we get those documents we should be able to close very quickly and hopefully not delay construction at all.   Does that work for you? <image001.jpg> Wayne Feiden, FAICP, Director Planning & Sustainability City of Northampton 210 Main St, City Hall, Northampton, MA 01060 (413) 587-1265 www.NorthamptonMA.gov/PLAN On Fri, Mar 15, 2019 at 4:42 PM Ondishin, Steven <OndishinS@conedceb.com> wrote: Hi Wayne – I hope this finds you well. Please be advised that CED Northampton Solar LLC closed on its property acquisition this week. Today we received word from SMART Program administrators that the solar project received an incentive allocation. Good news all around this week! I am writing in regards to the land donation that we previously discussed. Our agreed form of contract is attached hereto. My surveyor is preparing an ANR Plan and legal description which will become Exhibits A & B to the attached Agreement. As specified in Section 7: Closing Conditions The CITY’s obligation to close the transaction and accept delivery of the Deed is contingent on City Council approval, title, and final site assessment, including, without limitation, the Subdivision. If the CITY elects to effect a taking of the Option Property by eminent domain to clear title, in accordance with the terms of this Option Agreement, CED Northampton shall 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 Option Property is taken prior to the expiration of the Option Term or any extensions which may be agreed upon. Kindly advise: what is the process and timeline by which City Council approval will be obtained? We hope to begin construction as soon as the weather breaks. Our goal is to energize the solar system by mid-summer (when output is highest). A condition of the Planning Board’s approval was that land be deeded prior to construction. We are concerned because the attached Option Agreement gives Northampton until May 31st to exercise it, which would certainly delay the start of construction. Know that we are working rapidly to meet the other two pre-conditions imposed by the Planning Board. A $140,000 decommissioning bond was FedEx’ed to Carolyn Misch on March 11th. A Landscaping Plan will be submitted for Board review early next week. Thank you, Steve Ondishin Renewable Project Development ConEdison Development | 100 Summit Lake Drive, STE 210 | Valhalla, NY 10595 | www.ConEdDev.com Mobile: (914) 391-9465 | Office: (914) 286-7761 OndishinS@ConEdDev.com From: Ondishin, Steven Sent: Tuesday, January 8, 2019 5:34 PM To: 'Wayne Feiden' Cc: Ed Etheredge (ed@noholaw.com) Subject: RE: Open Space- Consolidated Edison in Northampton Wayne – There are a lot of parties at the decision table, so it’s difficult to say with certainty. End of January is our target. I will keep you informed as all these matters progress. Thanks, Steve Ondishin Renewable Project Development ConEdison Development | 100 Summit Lake Drive, STE 210 | Valhalla, NY 10595 | www.ConEdDev.com Mobile: (914) 391-9465 | Office: (914) 286-7761 OndishinS@ConEdDev.com From: Wayne Feiden [mailto:wfeiden@northamptonma.gov] Sent: Tuesday, January 8, 2019 12:55 PM To: Ondishin, Steven Cc: Ed Etheredge (ed@noholaw.com) Subject: Re: Open Space- Consolidated Edison in Northampton ***EXTERNAL SENDER. Do not click on links or documents if sender is unknown and never provide user ID or password.*** Thanks for the update. Any guess as to: 1. When we will get those plans 2. When we can close Wayne Feiden, FAICP Director of Planning and Sustainability City of Northampton Forgive typos. This is from my small screened phone. On Jan 8, 2019, at 12:10 PM, Ondishin, Steven <OndishinS@conedceb.com> wrote: Wayne – A quick update for you. We’re finalizing project plans in accordance with conditions of the Planning Board’s approval. Relocating portions of the fence and planting new trees may impact the acreage that is ultimately donated. I do not expect it will materially deviate from the ~20 total acres we discussed. Nonetheless, a legal description of donated property must be precise. For these reasons, we cannot finalize exhibits to the Land Donation Agreement yet. If you have any questions in this regard, don’t hesitate to reach out. Best, Steve Ondishin Renewable Project Development ConEdison Development | 100 Summit Lake Drive, STE 210 | Valhalla, NY 10595 | www.ConEdDev.com Mobile: (914) 391-9465 | Office: (914) 286-7761 OndishinS@ConEdDev.com From: Ondishin, Steven Sent: Wednesday, January 2, 2019 3:50 PM To: 'Wayne Feiden' Cc: Ed Etheredge (ed@noholaw.com) Subject: RE: Open Space- Consolidated Edison in Northampton Wayne – Happy New Year. Glad to hear we’re in alignment regarding the land donation agreement. I will inform our real estate attorney and begin populating Exhibits A and B. Best, Steve Ondishin Renewable Project Development ConEdison Development | 100 Summit Lake Drive, STE 210 | Valhalla, NY 10595 | www.ConEdDev.com Mobile: (914) 391-9465 | Office: (914) 286-7761 OndishinS@ConEdDev.com From: Wayne Feiden [mailto:wfeiden@northamptonma.gov] Sent: Friday, December 21, 2018 1:37 PM To: Ondishin, Steven Cc: Ed Etheredge (ed@noholaw.com) Subject: Re: Open Space- Consolidated Edison in Northampton ***EXTERNAL SENDER. Do not click on links or documents if sender is unknown and never provide user ID or password.*** Steven,   I am sorry I let your draft option get lost in my inbox.  Your changes are all fine and we are ready to execute.  Do you have an Exhibit A and an Exhibit B to add to the Option?   As soon as we execute the Option, we will hire a surveyor to create the ANR required for the transaction.   Thanks.   Wayne <image001.jpg> Wayne Feiden, FAICP, Director Planning & Sustainability City of Northampton 210 Main St, City Hall, Northampton, MA 01060 (413) 587-1265 www.NorthamptonMA.gov/PLAN On Wed, Nov 28, 2018 at 10:46 AM Ondishin, Steven <OndishinS@conedceb.com> wrote: Hi Wayne – Please see the attached Option Agreement for your review. Let me know if you or City of Northampton’s attorney have any questions. Thanks, Steve Ondishin Renewable Project Development ConEdison Development | 100 Summit Lake Drive, STE 210 | Valhalla, NY 10595 | www.ConEdDev.com Office: (914) 286-7761 | Mobile: (914) 391-9465 OndishinS@ConEdDev.com From: Ondishin, Steven Sent: Monday, November 12, 2018 11:56 AM To: 'Wayne Feiden' Cc: Ed Etheredge (ed@noholaw.com) Subject: RE: Open Space- Consolidated Edison in Northampton Wayne – Thanks for passing this on. The team and I will review and get back to you with comments. P.S. I think the community meeting last Friday went pretty well. I expect to host another community meeting prior to appearing before the Planning Board. I will keep you informed in that regard. Best, Steve Ondishin Renewable Project Development ConEdison Development | 100 Summit Lake Drive, STE 210 | Valhalla, NY 10595 | www.ConEdDev.com Office: (914) 286-7761 | Mobile: (914) 391-9465 OndishinS@ConEdDev.com From: Wayne Feiden [mailto:wfeiden@northamptonma.gov] Sent: Sunday, November 11, 2018 4:50 PM To: Ondishin, Steven Cc: Ed Etheredge (ed@noholaw.com) Subject: Re: Open Space- Consolidated Edison in Northampton ***EXTERNAL SENDER. Do not click on links or documents if sender is unknown and never provide user ID or password.*** Thanks. I hope that the meeting went smoothly on Friday.   I look forward to moving forward on an Option as quickly as possible.   I know that you may be pursuing other methods to get the trees cut on the property. In the meantime, for this and other PV projects in the future, we are working on proposed zoning that would open up options at some site while still addressing the environmental issues that lead us to create our zoning limits in the first place.   Attached is our first DRAFT PV Solar zoning amendment. I would love to get your comments as soon as possible so that we can consider them and introduce this zoning to City Council. I want to move as quickly as possible on the zoning in case it ends up being needed for your project.   Wayne <image001.jpg> Wayne Feiden, FAICP, Director Planning & Sustainability City of Northampton 210 Main St, City Hall, Northampton, MA 01060 (413) 587-1265 www.NorthamptonMA.gov/PLAN On Thu, Nov 8, 2018 at 1:23 PM, Ondishin, Steven <OndishinS@conedceb.com> wrote: Wayne – Attached please find the Letter of Intent with my signature. My team appreciates your openness in regards to proposed zoning changes. I look forward to discussing with yourself and Ed as we weigh what these changes could mean for CED’s proposed solar project. Thank you, Steve Ondishin Renewable Project Development ConEdison Development | 100 Summit Lake Drive, STE 210 | Valhalla, NY 10595 | www.ConEdDev.com Office: (914) 286-7761 | Mobile: (914) 391-9465 OndishinS@ConEdDev.com From: Wayne Feiden [mailto:wfeiden@northamptonma.gov] Sent: Wednesday, November 7, 2018 7:59 PM To: Ondishin, Steven Cc: Ed Etheredge (ed@noholaw.com) Subject: Open Space- Consolidated Edison in Northampton ***EXTERNAL SENDER. Do not click on links or documents if sender is unknown and never provide user ID or password.*** The letter of intent is just fine. I appreciate the aggressive time period to write up a formal option. Please execute and email me the signed version. As you probably have heard, we are working on zoning that might solve the cutting a maximum of 25,000 board feet of timber challenge. Zoning changes are never fast, so I don’t know if this will come fast enough for you. We are going to run it up the flag pole internally and then send you an early draft for your feedback and to see if the zoning would even help you. Thank you. Wayne Feiden, FAICP Director of Planning and Sustainability City of Northampton Forgive typos. This is from my small screened phone. On Nov 7, 2018, at 7:12 PM, Ondishin, Steven <OndishinS@conedceb.com> wrote: Hi Wayne, Is there anything you would like to discuss in regards to the attached Letter of Intent? If satisfactory, I would be happy to sign and send it. We can then resume work on the Purchase Option Agreement with a goal of executing before Thanksgiving. Feel free to reach me anytime at 914-391-9465 or by email. Thanks, Steve Ondishin Renewable Project Development ConEdison Development | 100 Summit Lake Drive, STE 210 | Valhalla, NY 10595 | www.ConEdDev.com Office: (914) 286-7761 | Mobile: (914) 391-9465 OndishinS@ConEdDev.com From: Ondishin, Steven Sent: Tuesday, November 6, 2018 6:05 PM To: 'Wayne Feiden' Cc: 'Ed Etheredge (ed@noholaw.com)' Subject: RE: Open Space- Consolidated Edison in Northampton Wayne – Attached for your review is a Letter of Intent regarding Con Edison Development’s donation of 19 acres of land. Feel free to reach out with any questions or suggested revisions. Should you wish to discuss by phone, my cell is 914-391-9465. Best, Steve Ondishin Renewable Project Development ConEdison Development | 100 Summit Lake Drive, STE 210 | Valhalla, NY 10595 | www.ConEdDev.com Office: (914) 286-7761 | Mobile: (914) 391-9465 OndishinS@ConEdDev.com From: Ondishin, Steven Sent: Monday, November 5, 2018 8:25 PM To: 'Wayne Feiden' Cc: Ed Etheredge (ed@noholaw.com) Subject: RE: Open Space- Consolidated Edison in Northampton Wayne – Great. I will send you a Letter of Intent tomorrow for review and comment. In the meantime, please see the attached PDF outlining the area Con Edison plans to donate. We can make this an Exhibit to the LOI. There are 15-20 acres in total…my folks will calculate the precise amount. Best, Steve Ondishin Renewable Project Development ConEdison Development | 100 Summit Lake Drive, STE 210 | Valhalla, NY 10595 | www.ConEdDev.com Office: (914) 286-7761 | Mobile: (914) 391-9465 OndishinS@ConEdDev.com From: Wayne Feiden [mailto:wfeiden@northamptonma.gov] Sent: Monday, November 5, 2018 12:19 PM To: Ondishin, Steven Cc: Ed Etheredge (ed@noholaw.com) Subject: Re: Open Space- Consolidated Edison in Northampton ***EXTERNAL SENDER. Do not click on links or documents if sender is unknown and never provide user ID or password.*** That works for me. Please send us the Letter of Intent as soon as you can.   Wayne <image001.jpg> Wayne Feiden, FAICP, Director Planning & Sustainability City of Northampton 210 Main St, City Hall, Northampton, MA 01060 (413) 587-1265 www.NorthamptonMA.gov/PLAN On Mon, Nov 5, 2018 at 12:14 PM, Ondishin, Steven <OndishinS@conedceb.com> wrote: Wayne – Regarding the draft Option Agreement, in-house counsel will have comments for us by tomorrow morning. Regarding the execution timeline, it is unlikely we can finalize the document by the end of this week. Contracts of this nature require review by outside counsel specializing in real estate transactions. Parameters of a sale have to be well- defined. Con Edison is a large company with internal controls / procedures limiting my flexibility. What I can certainly do this week is execute a Letter of Intent, as originally discussed. It will outline the proposed acreage and set a deadline for entering into the Option Agreement (2 weeks is a viable timeline). Con Edison remains willing and able to donate land to Northampton. The challenge with an Option Agreement is simply the timing. Let me know if you’d like to execute a Letter of Intent while we work together finalizing the Option Agreement. Thanks, Steve Ondishin Renewable Project Development ConEdison Development | 100 Summit Lake Drive, STE 210 | Valhalla, NY 10595 | www.ConEdDev.com Office: (914) 286-7761 | Mobile: (914) 391-9465 OndishinS@ConEdDev.com From: Ondishin, Steven Sent: Friday, November 2, 2018 5:17 PM To: 'Wayne Feiden' Subject: RE: Open Space- Consolidated Edison in Northampton Wayne – Thanks for sending it. I’ll have an attorney review the draft Option Agreement on Monday and make edits as necessary. My goal will be to return it to you by Tuesday morning. Finalizing and executing the agreement by Thursday seems like a reasonable target. Best, Steve Ondishin Renewable Project Development ConEdison Development | 100 Summit Lake Drive, STE 210 | Valhalla, NY 10595 | www.ConEdDev.com Office: (914) 286-7761 | Mobile: (914) 391-9465 OndishinS@ConEdDev.com From: Wayne Feiden [mailto:wfeiden@northamptonma.gov] Sent: Friday, November 2, 2018 5:05 PM To: Ondishin, Steven Subject: Re: Open Space- Consolidated Edison in Northampton ***EXTERNAL SENDER. Do not click on links or documents if sender is unknown and never provide user ID or password.*** Thanks Steven,   Our preference is to go right to a signed Option. If we can do that by Thursday I am happy to send someone to your Ryan Road meeting and make the representations that we are moving forward on that open space preservation.   I know that survey work will not be available by then, but using your site plan or simply the text explanation of what I put in the draft option can be adequate for the Option.   Attached is the draft Option, with lots of blanks for you to fill in.  Let me know if you think we can make this work.   Wayne <image001.jpg> Wayne Feiden, FAICP, Director Planning & Sustainability City of Northampton 210 Main St, City Hall, Northampton, MA 01060 (413) 587-1265 www.NorthamptonMA.gov/PLAN On Wed, Oct 31, 2018 at 3:05 PM, Ondishin, Steven <OndishinS@conedceb.com> wrote: Hi Wayne – It is still our intention to donate portions of the property to Northampton, mainly the acreage surrounding Parsons Brook. Putting in place a Letter of Intent is a great suggestion. Do you have a template we can use to that effect? For example, the same form of LOI you executed with Syncarpha or Turnberry/Just Healthy committing land to the City. My team will prepare an Exhibit detailing land eligible for donation. Very sorry to hear that you cannot make the Community Meeting on Friday, Nov 9th. Assuming we reach agreement on the above, which I’m sure we can, it would be nice to have a representative at the meeting who can affirm Con Edison’s commitment to Northampton. Thank you for sharing an update on the PILOT Agreement. Presuming the Nov 9th community meeting goes well and that our Planning Board application remains on track to be heard December 13th, I would be happy to execute the PILOT in its current form. I believe that we can accommodate the $/MW rate Northampton has proposed. Best regards, Steve Ondishin Renewable Project Development ConEdison Development | 100 Summit Lake Drive, STE 210 | Valhalla, NY 10595 | www.ConEdDev.com Office: (914) 286-7761 | Mobile: (914) 391-9465 OndishinS@ConEdDev.com From: Wayne Feiden [mailto:wfeiden@northamptonma.gov] Sent: Wednesday, October 31, 2018 2:13 PM To: Ondishin, Steven Subject: Open Space- Consolidated Edison in Northampton ***EXTERNAL SENDER. Do not click on links or documents if sender is unknown and never provide user ID or password.*** Steve,   I was pleased to hear that your solar PV project is still going forward. Ed told me that your community outreach meeting is going to be next Friday (11/9) instead of this Friday. Unfortunately, I am going to be in Washington DC and will not be able to attend.   I wanted to follow up with the conversation I had some months back about whether Consolidate Edison is willing to donate the land along Parsons Brook north of your solar installation and fence. I would love to see if we can reach an agreement. If we can make it to a letter of intent, I will try to see if I can find someone who can representation of where we are on the open space.    You may know that the draft PILOT with you is at the same rate as the PILOT for the other solar PV station we are working on, and they have signed a commitment to us to donate land there as well.   Wayne <image001.jpg> Wayne Feiden, FAICP, Director Planning & Sustainability City of Northampton 210 Main St, City Hall, Northampton, MA 01060 (413) 587-1265 www.NorthamptonMA.gov/PLAN From: Ondishin, Steven [mailto:OndishinS@conedceb.com] Sent: Monday, October 29, 2018 8:42 PM To: Ed Etheredge <ed@noholaw.com> Subject: Please forward to Councilor LaBarge - solar project flyer Hi Ed, Would you kindly forward the attached flyer to Councilor LaBarge? It is a “one- pager” describing Con Edison’s proposed Community Solar project off of Ryan Road. More detail about the project will be provided at the community meeting scheduled this Friday, November 2nd at RK Finn Ryan Road School. Councilor LaBarge and her constituents are free to contact me with questions, concerns and requests in advance of the community meeting. My phone number is included on the flyer (914-391-9465). I look forward to seeing Councilor LaBarge and all the neighbors later this week. Thank you, Steve Ondishin Renewable Project Development ConEdison Development | 100 Summit Lake Drive, STE 210 | Valhalla, NY 10595 | www.ConEdDev.com Office: (914) 286-7761 | Mobile: (914) 391-9465 OndishinS@ConEdDev.com <CED LOI for donation of land in Northampton 20181106v1.docx> <Exhibit A - Hi Res - Northampton OpenSpace V2b.pdf> If you are not an intended recipient of confidential and privileged information in this email, please delete it, notify us immediately at postmaster@gtlaw.com, and do not use or disseminate such information.