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DocuSign_[FY21]_Roundhouse_Option_for_Signat 1 OPTION FOR PURCHASE OF REAL ESTATE Roundhouse Building, 244 Main Street, Northampton, MA This Option made by and between Roundhouse Development, LLC, a Massachusetts limited liability company with an address c/o Robert G. Curran, Jr., 248 Washington Avenue #4, Miami Beach, FL 33139 (“Optionor") and The City of Northampton, ATTN: Wayne Feiden, Planning & Sustainability, 210 Main St., Northampton, MA 01060, a Massachusetts municipal corporation or its assigns ("Optionee" or “CITY”) (together, the “Parties”). For and in consideration of the Sum of One Dollar ($1.00), the receipt and sufficiency of which is hereby acknowledged, the Optionor hereby grants to the Optionee the right and option in accordance with the terms hereof to purchase all of the Optionor’s interest in the following Real Estate in Northampton, Massachusetts: land and buildings at Map ID 31D-251, known as the Roundhouse Building, 244 Main Street, Northampton, and any and all easements and rights appurtenant thereto, more particularly described in a deed recorded at the Hampshire Registry of Deeds at Book 10482, Page 55 (2/18/2011) and easements and plans of record. Without limiting the generality of the foregoing, this Option shall include all easements and rights set forth in the instrument recorded in said registry in Book 10043, Page 138 (collectively “the Real Estate”). The Optionor warrants that to the best of its knowledge neither it nor any other person or entity holds an easement in gross with regard to the Real Estate. The Optionee has the right to record a notice of this Option at the Hampshire Registry of Deeds, provided the same has been approved in writing as to form by Optionor prior to such recording, and provided the said notice shall state that it terminates automatically i f a deed conveying the Real Estate to the Optionee is not recorded within 1 34 days after the Effective Date. Purchase Price and Terms: The purchase price for the Optionor’s interest in the Real Estate shall be: Two Million One Hundred and Fifty Thousand Dollars ($2,150,000.00), if the Optionee exercises this Option within 45 days of the date this Option is signed by the last party to sign (“Effective Date”) and closes the purchase of the Real Estate within 60 days of the Effective Date; Two Million One Hundred Seventy-Five Thousand Dollars ($2,175,000.00), if the Optionee exercises this Option and closes the purchase of the Real Estate after 60 days and within 90 days of the Effective Date; or Two Million Two Hundred Thousand Dollars ($2,200,000.00), if the Optionee exercises this Option and closes the purchase of the Real Estate after 90 days and within 120 days of the Effective Date. The Optionor shall pay off all real estate taxes and all fees due and payable as of the date of closing, together with interest and penalties thereon, if any, provided, however, that water DocuSign Envelope ID: DA017745-F50C-4256-A0FA-2F16DB973E32 2 rates, sewer use, real estate taxes and personal property taxes (if any) shall be apportioned as of the date of delivery of the Deed. The Optionor and Optionee agree that this Option is irrevocable and exclusive for 120 days after the Effective Date. The Optionor agrees not to offer for sale, sell, or otherwise dispose of the property or any part thereof or in any way encumber title to the property prior to the period for exercise of this Option as set forth herein. The Purchase Agreement shall include the following provisions: 1. Any title or practice matter which is the subject of a title standard or practice standard of the Massachusetts Real Estate Bar Association at the time for delivery of the deed shall be covered by said title or practice standard to the extent applicable. 2. In consideration of the Optionee’s right to inspect the Real Estate during the Option period, the Optionor is released from liability relating to defects in the Real Estate. 3. This Real Estate is sold "AS IS" and as shown, and no representations or warranties have been made by the Optionor with regard to its condition. Optionor makes no representation regarding easements affecting the Real Estate (other than its representation as to easements in gross, above), the structure, roof, electrical system, plumbing, sewer, septic, and heating systems, or cellar, if such exists. 4. Acceptance of a deed to the Real Estate by the Optionee shall constitute full performance and discharge of all of the Optionor’s obligations under the Option and under the Purchase Agreement. Optionee shall not assume any of the Optionor's tax and fee liabilities, liens or encumbrances, including, without limitation, Optionor's responsibility to pay any applicable tax, fee or assessment. All recording and filing fees in connection with the satisfaction or discharge of any mortgages, encumbrances or liens against the premises shall be paid by the Optionor. The Optionee shall be responsible for paying all tax stamps associated with the sale of the Real Estate. The Optionee shall be liable for recording fees for the instrument of conveyance. The Optionor agrees that upon payment of the full applicable purchase price, Optionor shall execute and deliver to the Optionee a good and sufficient quitclaim deed running to the Optionee, or its designee, free of any liens and encumbrances, other than encumbrances of record which in the sole and exclusive discretion of the Optionee do not materially affect the value or intended use of the Real Estate, and free of tenants and occupants. If Optionor cannot convey the Real Estate free of encumbrances as provided for herein, Optionee may still elect to purchase the Real Estate. Optionee reserves the right in its sole discretion to acquire the Real Estate by eminent domain to clear title or for any other reason, in accordance with the terms of this Option, and Optionor releases any rights to contest the taking or the award, provided (a) the price paid is not less than the applicable purchase price contained herein and there is no reduction in the amount of net proceeds that Optionor would have received by a conventional sale rather than as a result of the taking , (b) the Real Estate is DocuSign Envelope ID: DA017745-F50C-4256-A0FA-2F16DB973E32 3 taken prior to the expiration of this Option or any extensions and prior to the closing deadlines set forth herein, and (c) all terms of this Option remain the same as provided herein. Optionee retains the right to assign all or parts of this Option to another entity or entities, provided that all entities close simultaneously on the purchase of the Real Estate within the deadlines set forth herein and the total purchase price paid is equal to the applicable purchase price set forth in this Option. Exercise of Option and Closing: The Optionee’s commitment to exercise the Option shall be delivered no later than one hundred and twenty days from the Effective Date. The Option shall be exercised by delivering by overnight mail, certified mail, return receipt requested or hand delivering written notice of Optionee's intent to exercise this Option , along with a check payable to “Goggins Real Estate, Escrow Agent” equal to 5% of the applicable purchase price as a deposit (“Deposit”), to Optionor’s address listed above. Hand delivery to Fierst Bloomberg Ohm LLP, counsel for the Optionor, shall constitute hand delivery within the meaning of this paragraph which shall satisfy the requirement for exercise of this Option. The closing shall occur within 14 days of the Optionor’s receipt of such notice. Said Deposit shall be nonrefundable, except as otherwise set forth herein, and the parties agree that the Deposit shall be directly transferred from Escrow Agent to the Optionor in the event that the closing does not take place within 14 days as required herein, or in the event of such other default by CITY as would require such a transfer. Additional Conditions: The Parties agree that the CITY’s election to exercise the Option is contingent on the Parties reaching a mutually satisfactory agreement with Eversource Gas Company of Massachusetts (“Eversource”) concerning (a) the necessary incremental costs (soil handling plan, LSP supervision, and soil disposal) associated with the installation of a handicap ramp on the Real Estate, (b) the installation of an active venting or air handling system if found necessary, (c) the commitment by Eversource to pay the costs of any LSP consulting and physical changes required to be made to the Real Estate resulting from future MassDEP Audits, and (d) an activities and use limitations (AUL) that allows the City’s planned day shelter in the Roundhouse mezzanine and an emergency shelter in all other parts of the building. The Parties agree that they will diligently pursue such an agreement with Eversource, the negotiation of which shall be primarily handled by the Optionor, to be executed within 60 days of the Effective Date. If such an agreement is not reached in that time, the Parties agree that either party may terminate this Option and that the Deposit shall thereafter be refunded. Right of Entry: During the term of this Option, the CITY and the CITY's authorized agents shall have the right to enter upon the Land for any and all purposes consistent with surveying, inspection, non-invasive testing, measuring and evaluating the site for any environmental issues, analysis of zoning and land use requirements, application for zoning and other land use permits, evaluating the existence and availability of water, sewer and other utilities, and other customary due diligence items in a transaction of this nature relating to the condition and/or use of the Real Estate, provided that (a) the City hereby agrees to indemnify and hold Optionor and the Real Estate harmless from and against any and all costs, losses, damages or expenses DocuSign Envelope ID: DA017745-F50C-4256-A0FA-2F16DB973E32 4 arising out of or resulting from such entry by the City, its agents, consultants, contractors and subcontractors, but not from the results of any testing or analysis undertaken by the City (b) the City shall make no entry upon the Real Estate unless it has first given Optionor notice in advance of such intended entry, (c) the City shall not unreasonably disturb or interfere with the use of the Real Estate by Optionor or its tenants, and (d) the Optionor shall be under no obligation to agree to a price reduction or other concessions as a result of such inspections. If the City requests repairs, a credit, or other concessions after said inspections, the Optionor shall have the option to agree to such requests or to terminate the Option, whereupo n the Deposit shall be refunded to the City. Exercise of Option, Liquidated Damages: In the event this Option is exercised in accordance with the terms herein contained, and the Optionee fails to pay the applicable price and close the purchase of the Real Estate by the applicable deadline, the Deposit paid by Optionee upon the exercise of the Option shall be forfeited by the CITY to Optionor as liquidated damages to Optionor, whereupon all obligations of each party to the other shall cease. Such forfeiture, together with any other benefits accruing to Option or under the terms of this Option shall preclude the imposition of liability at law or in equity against either party and thereafter there shall be no further obligation hereunder; and the Option granted herein shall expire without the necessity of any further action or recording by either party. If the Option is not exercised within 120 days after the Effective Date, this Option shall be null and void. If the CITY and Eversource cannot reach a mutually acceptable agreement as outlined above in the "additional considerations" section within 60 days and the CITY does not exercise its option, Optionor shall reimburse the CITY for half of the CITY'S legitimate due diligence expenses, up to a maximum reimbursement of $10,000, based on evidence thereof. Broker: The parties each represent and warrant that the CITY has not engaged or entered into any agreement with any real estate broker nor any other person who could be entitled to a real estate commission with respect to the transactions contemplated herein; and The Optionor has an agreement with Goggins Real Estate and is solely responsible for those costs (using the proceeds of this sale or otherwise) with no other obligation from the Optionee. The Optionor shall indemnify, protect, and defend the CITY of and from any liability for such commission upon the sale of the Real Estate. Hazardous Materials: Optionor represents and warrants that to the best of its knowledge and belief, there are no underground storage tanks on the Real Estate, nor any release or threat of release of oil or hazardous materials on the Real Estate that occurred during the period of Optionor’s ownership of the Real Estate. The Optionee has a copy of Optionor’s a Phase IV Environmental Site Assessment and Release Outcome filing, as these terms are defined by M.G.L. c.21E. The Optionee acknowledges and agrees that the Real Estate may be transferred subject to Activities Use Limitations (AUL) in form and content mutually agreed upon by the Optionor and the Optionee, and that the Optionee shall work directly with Eversource on the terms of the final AUL or the parties shall agree that an AUL will be recorded after closing, whereupon the Optionor shall no longer be involved in finalizing the AUL language. DocuSign Envelope ID: DA017745-F50C-4256-A0FA-2F16DB973E32 5 Naming: The City agrees to initially call the building the Curran Roundhouse Building, or such other name as the parties my mutually agree in writing. Entire Agreement: This Option contains each and every agreement and understanding ex isting between the parties relating to the subject matter hereof and supersedes all previous negotiations, representations, commitments and writings. Any changes, modifications or additions to this Option shall be in writing and signed by both parties. Governing Law: This Option shall be construed under the laws of the Commonwealth of Massachusetts and shall inure to the benefit of and bind the parties and their respective heirs, executors, administrators, personal representatives, successors and assigns. Certification: Pursuant to M.G.L. C.62C, §49A, Optionor certifies under the penalties of perjury that it has, to its best knowledge and belief, complied with the law of the Commonwealth relating to taxes, reporting of employees and contractors, and withholding and remitting child support. Optionor authorizes the CITY to deduct from the amounts due under this contract, any overdue taxes, real or personal, or any other fees due to the CITY from the Option or which become due and payable by the Optionor or its officers, directors or agents during the term of this contract or until the final amounts due under this contract are paid in full. Bargain Sale: The sale of the Real Estate shall at Optionor’s option may be structured as a bargain sale to a charitable organization pursuant to 26 CFR § 1.1011-2 or other applicable regulations. Restriction on Resale: The City shall not resell the Real Estate to a third party within 2 years of the date of closing the purchase, except to a nonprofit public charitable organization. Best Efforts: The parties shall use best efforts to expedite the exercise of the Option and close the sale of the Real Estate to the City in accordance with and subject to the terms hereof. DocuSign Envelope ID: DA017745-F50C-4256-A0FA-2F16DB973E32 6 IN WITNESS WHEREOF, The Optionor and CITY have executed this Option as a sealed instrument this ____ day of April, 2021. Roundhouse Development, LLC., Optionor: Robert G. Curran, Jr., Manager Duly Authorized City of Northampton, Optionee: ______________________________________________________________________________ David J. Narkewicz, Mayor DocuSign Envelope ID: DA017745-F50C-4256-A0FA-2F16DB973E32 4/15/2021 | 9:58 AM PDT 4/15/2021 | 9:09 PM EDT Certificate Of Completion Envelope Id: DA017745F50C4256A0FA2F16DB973E32 Status: Completed Subject: DocuSign: [FY21] Roundhouse Option for Signature from Wayne Feiden Source Envelope: Document Pages: 6 Signatures: 2 Envelope Originator: Certificate Pages: 5 Initials: 0 Wayne Feiden AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-05:00) Eastern Time (US & Canada) 210 Main Street Northampton, MA 01060 wfeiden@northamptonma.gov IP Address: 73.159.213.190 Record Tracking Status: Original 4/15/2021 11:48:15 AM Holder: Wayne Feiden wfeiden@northamptonma.gov Location: DocuSign Security Appliance Status: Connected Pool: StateLocal Storage Appliance Status: Connected Pool: City of Northampton Location: DocuSign Status: Original 4/15/2021 11:52:56 AM Holder: City Signatures Processing cpo@northamptonma.gov Location: DocuSign Security Appliance Status: Connected Pool: StateLocal Storage Appliance Status: Connected Pool: City of Northampton Location: DocuSign Signer Events Signature Timestamp Robert Curran robertgcurran@icloud.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 174.248.69.16 Signed using mobile Sent: 4/15/2021 11:52:56 AM Viewed: 4/15/2021 12:56:13 PM Signed: 4/15/2021 12:58:39 PM Electronic Record and Signature Disclosure: Accepted: 4/15/2021 12:56:13 PM ID: abd78b66-c3e8-4215-9f93-4b995f14015b Company Name: City of Northampton David Narkewicz dnarkewicz@northamptonma.gov Mayor Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 73.89.161.76 Signed using mobile Sent: 4/15/2021 12:58:42 PM Viewed: 4/15/2021 1:00:01 PM Signed: 4/15/2021 9:09:59 PM Electronic Record and Signature Disclosure: Accepted: 2/17/2021 9:22:43 PM ID: a6462606-df6d-4a73-8b02-7ccd0e178774 Company Name: City of Northampton In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Carbon Copy Events Status Timestamp Wayne Feiden wfeiden@northamptonma.gov Planning Director City Of Northampton Security Level: Email, Account Authentication (None) Sent: 4/15/2021 12:58:41 PM Viewed: 4/15/2021 9:19:50 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Mae Stiles stiles@fierstbloomberg.com Security Level: Email, Account Authentication (None) Sent: 4/15/2021 9:10:01 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 4/15/2021 11:52:56 AM Certified Delivered Security Checked 4/15/2021 1:00:01 PM Signing Complete Security Checked 4/15/2021 9:09:59 PM Completed Security Checked 4/15/2021 9:10:01 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Northampton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. 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