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25A-182 (23) The Northampton Redevelopment Authority and Robert T. Foote respectively acknowledge receipt of the following exhibits which shall form a part of and are referred to in the Agreement For Sale of Land dated November 1, 1977 between the parties : Exhibit "A" - Description of parcel prepared by Almer Huntley, Jr. , & Associates, Inc. Exhibit "B" - Site Plan and Preliminary Architectural Renderings. i; Exhibit "C" - Section 303 of the Redevelopment Plan. i' All of the foregoing described exhibits shall be deemed to form a part of said Agreement For Sale of Land . i NORTHAMPTON REDEVELOPMENT AUTHORITY Edward Skroski Robert T. Foote, Jr. -14- NORTHAMPTON REDEVELOPMENT AUTHORITY By Edward B. Skroski, Its Chairman (Agency) Robert T. Foote, Jr. (Redeveloper) State of Massachusetts County of Hampshire, On this day of 1978 personally appeared the above named Robert T. Foote, Jr. . and made oath that the above statements by him subscribed, are true. Before me Notary Public My Commission Expires : Then appeared Edward B. Skroski who took oath and affirmation that he is the duly elected Chairman of the Northamtpon Re- development Authority, that by vote of the Northampton Redevelop- ment Authority dated day of , 1978 he, Edward B. Skroski was authorized and empowered to execute on behalf of the Northampton Redevelopment Authority this agreement with Robert T. Foote, Jr. and that this is his, and the Northampton Re- development Authority' s free act and deed, before me. Notary Public My Commission Expires: -13- required by the Parties between one another as of the date of this Agreement without reference to any other instruments or oral agreements. 19. BROKER' S COMISSION It is understood and agreed as between the Parties that Redeveloper shall have no responsibility for the payment of any broker' s commission related to this transaction and that Agency l shall indemnify Redeveloper against any and all such claims for said commissions. IN WITNESS WHEREOF, Agency has caused this Agreement to be duly executed in its name and on its behalf by its chairman and its seal to be hereunto duly affixed, and Redeveloper has caused this Agreement to be duly executed in its name on or as of the date first written above. Approved By Department of Community Affairs Division of Community Services This day of , 1978 By Coordinator of Administrative Services � -12-- delay in the performance of such obligations due to causes be- yond its control and without its fault or negligence including, but not restricted to: acts of God, or the public enemy, acts of any government or subdivision thereof , acts of other parties , fires, floods, epidemics , quarantines, strikes , freight embar-- gos, unusually severe weather or delays of subcontractors due to such causes; it being the purpose and intent of this provision that in the event of the occurrence of any such unfor_ceable de- lay, the time or times of performance of the obligations of the respective Parties shall be extended for the period of the en- forced delay; provided that the Parties seeking the benefit of the provisions of this section shall, within a reasonable period of time after the beginning of such enforced delay, having first notified the other party thereof in writing stating the cause or causes thereof and requesting an extension for the period of the enforced delay. 17 . SEVERABILITY AND CAPTIONS If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected thereby if such remainder would then continue to conform to requirements of applicable laws or of the Plan. The captions appearing herein are for convenient reference only and do not form a part of this Agreement. 18. ALL AGREEMENTS CONTAINED HEREIN The terms and conditions contained in this Agreement in- cluding the exhibits hereto and the documents referred to herein shall constitute all of the terms and conditions that shall be -11- i li ' nants shall terminate. Section 303 of the Redevelopment Plan, identified as Exhibit "C" is attached to and made a part of this Agreement. 14. NOTICES AND DEMANDS A notice, demand or other communication under this Agree- ment by either Party to the other shall be sufficiently given or delivered if it is dispatched by certified mail, postage prepaid, �i return receipt requested, or delivered personally to: (a) In the case of Redeveloper, to Robert A. Corash, Esquire , 86 Masonic Street, Northampton, Massachusetts 01060 and (b) In the case of Agency, to Agency, City Hall, Northampton, Massachusetts 01060 . Either Party by notice as provided above may specify an alternative address with respect to which such notices shall be rendered in the future. 15. SUCCESSORS AND ASSIGNS The respective provisions of this Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of Redeveloper and of Agency, and to any subsequent grantees of the Property or any part thereof. 16. EXCUSABLE DELAYS For the purposes of any of the provisions of this Agree- ment neither Agency nor Redeveloper, as the case may be, shall be considered in breach of or in default of its obligations with respect to the preparation of the Property for redevelopment, or the beginning and completion of construction of the improvements , or progress or in respect thereto, in the event of unavoidable i -10- • �i called the "Deposit" ) . Said Deposit shall also serve as security for the performance of Redeveloper ' s obligations hereunder. At Closing, said Deposit shall be applied on account of the Purchase Price in accordance with this Agreement. In the event that Agency does not deliver the Deed as herein provided, or otherwise defaults in its obligations pur- suant to this Agreement, then, at Redeveloper' s request, Agency, i shall forthwith return such Deposit to Redeveloper . In the event that Redeveloper defaults and fails to ad- here to the provisions of this Agreement, including failure to take title to the Property as herein provided, then Agency shall notify Redeveloper in writing of said default, specifically stat- ing the reasons for such alleged default. Redeveloper upon re- ceipt of such notice shall have forty-five (45) days to sat_1_s- factorily remedy said default. In the event Redeveloper fails within said forty-five day period to remedy the said default Agency may at its sole discretion, retain the Deposit as its sole and full liquidated damages . The amount of said Deposit shall be under any circumstances , the sole and exclusive remedy available to Agency in the event of Redeveloper ' s default or breach of this Agreement or any of the terms herein referred to. 13 . DURATION OF COVENANTS The covenants pertaining to the uses of the Property, set forth in the Redevelopment Plan, shall remain in effect from the date of the Deed for a period of forty (40) years , the period specified in said Redevelopment Plan, or until such date there- after to which it may be extended by proper amendment of the Re- development Plan, on which date, as . the case may be, such cove- are no relocatees or displacees, which would currently affect the Property. Redeveloper, for itself and its successors and assigns, agrees that in the construction of the improvements provided for in this Agreement: (a) Redeveloper will not discriminate against any em- ployee or applicant for employment because of race, i; creed, color, sex or national origin. Redeveloper will take affirmative action to insure that applicants are employed, and that employees are treated during employment, without regard to their race, creed, color, sex or national origin. Such action shall include, but not be limited to, the following: Employment, up- grading, demotion or transfer, recruitment or recruit- ment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. (b) Redeveloper will, in all solicitations or adver- tisements for employees placed by or on behalf of Redeveloper, state that all qualified applicants will receive consideration for employment without regard to race, creed, color, sex or national origin. 12. DEPOSIT Redeveloper has prior to the execution of this Agreement, delivered to Agency a good faith deposit in the amount of ONE THOUSAND SIX HUNDRED SIXTY-FIVE ($1, 665. 00) DOLLARS (herein �i _ 10. TAXES The portion of the current taxes, if any, on the Property which are a lien on the date of delivery of the Deed to Redevel- oper, allocable to buildings and other_ improvements which have been demolished or removed from the Property by Agency, shall be borne by Agency, and the portion of such current taxes allocable to the land shall be apportioned between Agency and Redeveloper i! as of the date of the delivery of the Deed. If the amount of the current taxes on the Property is not ascertainable on such date; the apportionment shall be subject to final adjustment within thirty (30) days after the date the actual amount of such current taxes are ascertainable. Agency represents and warrants that there are no betterment assessments or other similar obli- gations effecting the Property currently and this warranty shall survive the Closing. Redeveloper shall. promptly record the Deed in the Hamp- shire County Registry of Deeds. Redeveloper shall pay all costs for so recording of the Deed and Agency will pay any Documentary Stamp Tax. 11. STATUTORY REQUIREMENTS Unless such regulation is specifically waived by the Bureau of Relocation, the Northampton Redevelopment Authority specifies that priority in tenancy by developers will be extended to relocatees from the project area, and where all criteria for selection of a developer is equally proven, priority in develop- ment must be extended first to displacees. The Agency represents and warrants that to the best of its knowledge, there currently -7- i general liability insurance of at least $1, 000, 000 and liability insurance on any registered motor vehicle of at least $100, 000/ $300, 000. In the event that Redeve'loper ' s lending institution shall require the Redeveloper or general contractor to post a performance and completion bond. and/or a labor and materials payment bond, then Agency shall be named as secondary beneficiary, after said lending institution, on any such bond. In the alter,- - i native, Redeveloper may require the general contractor to post: a I substantially equivalent form of guarantee that the structure will be completed seasonably (which alternative guarantee will be subject to Agency approval. i In the event that Redeveloper' s lending institution does not establish a loan disbursement procedure sufficient in Agency's opinion to secure payment of labor and materials related to the construction, then Agency may establish such procedures and Redeveloper shall comply with the same. 9. ASSIGNABILITY Redeveloper agrees that this Agreement (except as herein other wise specifically provided) cannot be assigned and further agrees not to lease or dispose of the Property conveyed to Re- developer until the earlier occurrence of either (a) the proposed building being completed and the specified minimum improvements having been made as outlined in the aforementioned Redevelopment Plan, or (b) until Redeveloper has obtained the written consent of Agency. Notwithstanding the foregoing, Redeveloper may at any time assign this Agreement, or any right or benefits acquired hereunder, to a corporation in which Redeveloper then owns at least an eighty (80%) percent voting interest as shareholder. 1� -6- " Redevelopment Plan, and all construction shall be in conformity with Section 303 of said Redevelopment Plan. The completion date for the Initial Construction shall be no later than six (6) months from the Closing. Redeveloper contemplates commencement of Initial Construction within thirty (30) days from the Closing. B. Redeveloper contemplates construction of an addi- tional two buildings on the property, (hereinafter referred to as "Secondary Construction") , substantially similar to the Initial Construction. The buildings of the Secondary Construc- tion shall be located approximately in line behind the buildings of the Initial Construction. All such Secondary Construction shall be in conformity with Section 303 of the Redevelopment Plan. Secondary Construction should commence by no later than April, 1979 and be completed within six (6) months there- after. However, as Secondary Construction is contingent upon economic factors presently unknown, Redeveloper makes no express warranty or representation as to if and when such construction shall occur. 7. UTILITIES Agency represents and warrants that at no cost to the Redeveloper water_ and sewer lines, storm drains and natural gas have been installed along Industrial Drive, and electrical cur- rent adequate for both construction and final use of the Premises (including three phase power) have been or by Closing shall be installed to a point at the rear of the Property. 8. BONDING AND INSURANCE Redeveloper shall require its general contractor to carry I -5- i . i or any portion thereof may be used by Agency at Closing to clear the title of any or all encumbrances or interests . I 5. INSTITUTIONAL FINANCING Redeveloper' s obligations hereunder are expressly condi- tional upon Redeveloper obtaining an unqualified and irrevocable letter of mortgage commitment for the sum of at least TWO HUNDRED SIXTY-FIVE THOUSAND ($265, 000. 00) DOLLARS from an area lending � institution for a term of not less than twenty (20) years at an Ii interest rate acceptable to Redeveloper. Redeveloper shall make application for said financing within a reasonable time of the j i; signing of the Agreement by both Parties. In the event that such !, mortgage financing is not obtained by Redeveloper within twenty- It one (21) days of the signing of this Agreement by both Parties , all monies paid hereunder or otherwise by Redeveloper shall forth- with be returned to Redeveloper and this Agreement shall be deemed void without any further rights or obligations of either Party. 6. PLANS A. Redeveloper agrees to initially construct two build- ings on the Property, each measuring approximately forty feet by three hundred feet, substantially in accordance with the site plan and preliminary architectural renderings annexed hereto as Exhibit "B" , which are hereby approved by Agency (hereinafter referred to as "Initial Construction") . Said Plans and render- ings may not be altered or changed in any manner which would con- flict with the applicable controls identified in Section 303 of I -4- � I �i to in this Agreement, which conditions, covenants and restric- tions shall survive the Closing, and be subject to building and use restrictions set forth in the aforementioned approved Rede- velopment Plan. Redeveloper shall take subject to those covenants and restrictions recorded in Book 947 at Page 443 of the Hampshire County Registry of Deeds. Agency represents and warrants that as of the date of execution of this Agreement nothing in the Rede- velopment Plan, none of the conditions, encumbrances, covenants , restrictions, nothing on file with said Registry, and no provi- sion of the zoning laws of Northampton prevents the use of the Property for the industrial development contemplated by Redevel- oper, to wit, use as a warehouse and storage facility available i to businesses, industries and the general public. Agency further_ represents and warrants that it has authority and any necessary approvals required to carry out the provisions of this Agreement. The foregoing warranties shall survive the delivery of the deed given by Agency to Redeveloper. „ 4. CLOSING Agency shall deliver the deed of the Property to Redevel- oper within twenty-one (21) days of Redeveloper obtaining the mortgage conrnitment provided in Paragraph 5 hereof or on such earlier date as the Parties hereto may mutually agree (herein at times referred to as the Closing) . The Closing shall be held at the principal offices of Redeveloper' s lending institution, or such other place in the City of Northampton as the Parties shall agree to, and Redeveloper shall accept the conveyance and pay the Purchase Price to Agency at such time and place. The Purchase Price i -3- this Agreement, Agency shall sell the Property to Redeveloper for, is I and Redeveloper shall purchase the Property from Agency and pay therefore, the amount of money (hereinafter called the "Purchase Price" ) , computed by multiplying the number of acres stated in i Exhibit "A" annexed hereto by the sum of NINE THOUSAND ($9 , 000. 00) DOLLARS for each such acre, with a proportionate adjustment for I any partial acre. As provided in Paragraph 12 hereof, Redevel- oper has previously deposited the sum of ONE THOUSAND SIX HUNDRED {; SIXTY-FIVE ($1, 665. 00) DOLLARS with Agency which shall be applied is Ito the Purchase Price at Closing. The balance of said Purchase 1; �i Price shall be paid in cash, certified check or bank check at !! Closing simultaneously with the deed conveying the Property to �! Redeveloper. f It is currently anticipated that the total acreage con- it stituting the Property shall be three and seven-tenths (3 .7)acres, or less, more/ and accordingly, the tentative total Purchase Price shall be THIRTY-THREE THOUSAND THREE HUNDRED ($33 , 300 . 00) DOLLARS. 2. SURVEY ii {' Agency shall within ten (10) days from Agency' s execution of this Agreement, at its sole cost and expense, deliver to Re- developer a survey of the Property in recordable form including the total area thereof. } 3. DEED AND CONVEYANCE ' Agency shall convey to Redeveloper a good record and marketable title to the Property by Warranty Deed (hereinafter called "Deed") . Such conveyance and title shall be subject to the conditions, covenants and restrictions set forth or referred i'� -2- LW 'i r � AGREEMENT FOR SALE OF LAND FOR PRIVATE REDEVELOPMENT BY AND BETWEEN NORTHAMPTON REDEVELOPMENT AUTHORITY AND ROBERT T. FOOTE, JR. i, Agreement made on or as of the day of June, 1978, �i by and between the NORTHAMPTON REDEVELOPMENT AUTHORITY, a public body politic and corporate, duly organized and existing pursuant il I� to the provisions of Chapter 121B of the General Laws of the Commonwealth of Massachusetts, and having its principal place of business in Northampton, County of Hampshire, Commonwealth of j Massachusetts, (hereinafter called "Agency") , and ROBERT T. I' FOOTE, JR. (hereinafter called "Redeveloper" ) . ;j WHEREAS Agency has offered to sell and Redeveloper is willing to purchase certain real property located in the Northamp- ton Industrial Park and more particularly described in Exhibit "A" annexed hereto and made a part hereof (which property as so de- scribed is hereinafter called "Property") and to redevelop the Property for and in accordance with the uses specified in the Re- development Plan, a copy of which is recorded in the Hampshire County Registry of Deeds, Book 1692 , Page 228 , as modified by Amendment recorded in Book 1975, Page 187 , and in accordance with this Agreement. NOW, THEREFORE, in consideration of the promises and mutual obligations of the Parties hereto, each of them does hereby covenant and agree with the other as follows: 1. SALE: PURCHASE PRICE Subject to all of the terms, covenants and conditions of it The following is a description of a parcel of land in Northampton, Massachusetts, more particularly bounded and described as follows to wit: Beginning at a point on the Southwesterly line of industrial Drive at the Northeasterly corner of the premises herein des- cribed; thence, turning and running S400-26 ' -00"E along Industrial Drive 120 .79 feet to a concrete bound; thence, turning and running Southeasterly and Southerly along a curve to the right having a radius of 70. 00 feet on arc length of 73. 30 feet to a concrete bound; thence, turning and running Southerly and Southeasterly along a curve to the left having a radius of 130. 00 feet an arc length of 40. 83 feet to a point; thence, turning and running S490-34 '-00"W along land of the Northampton Redevelopment Authority 821. 39 feet to a point on the Easterly line of land now or formerly of the Boston and Maine Railroad; thence, turning and running Northerly along said Boston and Maine Railroad along a curve to the left having a radius of 3921. 00 feet an arc length of 233. 63 feet to a point; thence; turning and running N491-34 '-00"E along land of the Northampton Redevelopment Authority 779. 73 feet to the point of beginning. The above described parcel contains 3 . 911 acres, more or less, and is subject to a thirty (30) foot wide electric and telephone easement parallel with and adjacent with the aforementioned land now or formerly of the Boston and Maine Railroad. ALMER HUNTLEY, JR., & ASSOCIATES, INC. SURVEYORS • ENGINEERS - PLANNERS i -z Grantor from any and all claims, demands, actions and causes of action for injury to or death of persons and/or loss of or damage to property, including property of said Grantee and of the Gran- tor, caused by said Grantee, its employees, agents, contractors, licensees or invitees, in the exercise of the rights granted to him hereunder. IN WITNESS WHEREOF, the said Northampton Redevelopment Authority has caused these presents to be signed this V " day of 1978. Ed w rd Skroski r Robert T. Foote, `Jr. COMMONWEALTH OF MASSACHU ETTS HAMPSHIRE, ss. . 1978 Then personally appeared the above named Edward Skroski and acknowledged the foregoing instrument to be the free act and deed of the Northampton Redevelopment Authority, before me, Notary Public ADELINE HURRAY NOTARY PUBLIC My Commission Expires: MY COMMISSION EXPIRES DECEMBER 19, 1980 COMMONWEALTH OF MASSACHUSETTS HAMPSHIRE, ss. < ._x _ , 1978 Then personally appeared the above named Robert T. Foote, Jr. and acknowledged the foregoing instrument to be his free act , and deed, before me, Notary Public My Commission Expires: i L-Is/°' A l AGREEMENT OF RIGHT OF EARLY ENTRY The Northampton Redevelopment Authority agrees to permit entry on its land in the Northampton Industrial Park in the City of Northampton and more particularly described as a 3. 911 acre parcel as surveyed by Almer Huntley, Jr. and Associates, Inc . en- titled "Plan of Land in Northampton, Massachusetts Prepared For i Northampton Redevelopment Authority Dated May 11, 1978. " The right of entry is for the sole g y purpose of preparing f the above described tract of land for construction. Such purposes i shall include, but not be limited, to the following: Staking out the location of a proposed building, taking soil tests and borings, rough grading of the site, establishing temporary electrical facilities for the purpose of constructing the proposed building, and excavating and constructing forms for footings. This right of entry does not include the right to pour concrete into the footing forms. The right of entry herein granted shall terminate on July 31, 1978. If the Grantee, Robert T. Foote, Jr. , has not taken title to the above described tract of land by July 31, 1978, as a result of said Grantee' s unwillingness or inability to close on or before said date, the Grantee shall return the property to its original condition without reimbursement or contribution by the Grantor. In the event that title fails to close for any other reason, the Grantee shall not be required to so restore said premises or be responsible therefor. In consideration for granting this easement and right, the Grantee agrees to protect, indemnify, and save harmless the -z I r (Grantor from any and all claims, demands, actions and causes of action for injury to or death of persons and/or loss of or damage to property, including property of said Grantee and of the Gran- tor, caused by said Grantee, its employees, agents, contractors, licensees or invitees, in the exercise of the rights granted to him hereunder. IN WITNESS WHEREOF, the said Northampton Redevelopment Authority has caused these presents to be signed this V 74 day of 1978. Ed w rd Skroski Robert T. Foote, ,,Jr. COMMONWEALTH OF MASSACHU E HAMPSHIRE, ss. _/ , 1978 Then personally appeared the above named Edward Skroski and acknowledged the foregoing instrument to be the free act and deed of the Northampton Redevelopment Authority, before me, Notary Public ADELINE HURRAY NOTARY PUBLIC My Commission Expires: MY COMMISSION EXPIRES DECEMBER 19, 1980 COMMONWEALTH OF MASSACHUSETTS HAMPSHIRE, ss. 1978 Then personally appeared the above named Robert T. Foote, Jr. and acknowledged the foregoing instrument to be his free act and deed, before me, Notary Public My Commission Expires: i c�s/ � f AGREEMENT OF RIGHT OF EARLY ENTRY The Northampton Redevelopment Authority agrees to permit entry on its land in the Northampton Industrial Park in the City of Northampton and more particularly described as a 3 . 911 acre parcel as surveyed by Almer Huntley, Jr. and Associates, Inc. en- titled "Plan of Land in Northampton, Massachusetts Prepared For Northampton Redevelopment Authority Dated May 11, 1978. " The right of entry is for the sole purpose of preparing the above described tract of land for construction. Such purposes shall include, but not be limited, to the following: Staking out the location of a proposed building, taking soil tests and borings, rough grading of the site, establishing temporary electrical facilities for the purpose of constructing the proposed building, and excavating and constructing forms for footings. This right of entry does not include the right to pour concrete into the footing A forms. The right of entry herein granted shall terminate on July 31, 1978. If the Grantee, Robert T. Foote, Jr. , has not taken title to the above described tract of land by July 31, 1978, ; 1 as a result of said Grantee' s unwillingness or inability to close i on or before said date, the Grantee shall return the property to its original condition without reimbursement or contribution by the Grantor. In the event that title fails to close for any other i 3 a reason, the Grantee shall not be required to so restore said premises or be responsible therefor. In consideration for granting this easement and right, i the Grantee agrees to protect, indemnify, and save harmless the i ' 04'�t�PTO CITY OF NORTHAMPTON MASSACHUSETTS INSPECTOR OF BUILDINGS CA0.,fs to* DATE 3 UST SIGN PERMIT PERMI NO. PERMIT FEE$ BUSINESS ADDRESS • OWNER ADDRESS APPLICANT ADDRESS Al& � C�4 P E R M I T T O: ESTIMATED COST$ ��� , BUILDIN T. BY i/�Gcc