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.
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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
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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