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AGREEMENT FOR LAND ACQUISITION, PUBLIC WATER SUPPLY

DEVELOPMENT, ACCESS, CONSERVATION AND COOPERATION


This Agreement (Agreement) is made as of January 24, 2017, by and between the
Town of Ipswich, Massachusetts, with an address c/o Town Manager, Town Hall, 25 Green
Street, Ipswich MA 019382 (Town), and Essex County Greenbelt Association, Inc., a
Massachusetts nonprofit corporation with its principal offices at 82 Eastern Avenue, Essex, MA
01929 (Greenbelt).
Background
A. Greenbelt has entered into a Purchase and Sale Agreement dated November 14, 2016 (as
amended from time to time, the PSA) with Pony Express Farms, Inc., a Florida
corporation, and Thomas Sasser, Personal Representative of the Estate of Robert L.
Daniels (jointly, the Seller), pursuant to which Greenbelt has the right to purchase
approximately 128 acres of land at 24 Candlewood Road, and 107 and 123 Essex Road in
Ipswich, Massachusetts (as more particularly described in the PSA, the Premises). The
Premises are approximately shown on a map titled Pony Express Project, Ipswich ~ 128
+/- acres produced by Greenbelt and dated November, 2016, attached to this Agreement
as Exhibit 1, and a companion plan entitled Pony Express, Ipswich ~ 128 +/- acres
Potential Project Configuration produced by Greenbelt, dated January 2017, and
attached hereto as Exhibit 2.
B. Greenbelts obligations under the PSA are contingent on the availability of public and/or
private funding in an amount not less than the Purchase Price, and may terminate its
obligations if such commitments are not in place by January 31, 2017. In order to obtain
such funding commitments, Greenbelt is seeking commitments from the Town, the
Massachusetts Department of Fish and Game, and private buyers, to acquire portions of
the Premises as depicted on Exhibit 2.
C. Pursuant to the vote of Ipswich Town Meeting under Article 18 of the 2000 Annual
Town Meeting, as amended under Article 20 of the 2011 Annual Town Meeting, the
Town is authorized to borrow up to Fifteen Million Dollars ($15,000,000) to purchase the
fee or lesser interest(s) in real estate for open space, water supply protection, recreation
and/or general municipal purposes, and to develop and construct athletic fields on any
real estate purchased under the authority of those Articles; provided that any such real
estate shall be identified by assessors' map and lot number on a list of priority parcels on
file with the Town Clerk and the Director of Planning and Development on or before
March 31, 2000, as amended or as may be amended from time to time by action of Town
Meeting (said funding authorization being locally referred to as the Open Space Bond
fund.
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D. The Town may wish to purchase the southwesterly portion of the Premises shown on
Exhibit 2 as 30.6 +/- acres, and designated in Exhibit 2 as Town Owned, for
recreational, conservation, water supply protection, general municipal purposes, or any
combination thereof (the Town Parcel). Accordingly, the Board of Selectmen has
scheduled a Special Town Meeting on Tuesday, January 24, 2017 to see if the Town will
vote to acquire the Town Parcel. The Town acknowledges that its purchase of the Town
Parcel is necessary to Greenbelts ability to acquire the remainder of the Premises.
E. The Town and Greenbelt wish to enter into this Agreement to reflect the foregoing
understandings and the other agreements set forth herein.
Agreements
In consideration of the mutual undertakings set forth in this Agreement and for other
good and valuable consideration, the sufficiency of which is hereby acknowledged, the Town
and Greenbelt hereby agree as follows:
1. Town Purchase. Subject to the approval of the use of Open Space Bond funding for
acquisition of the Town Parcel and for playing field improvements at the January 24,
2017 Special Town Meeting, the Town shall pay Two Million One Hundred Fifty
Thousand Dollars ($2,150,000.00) (as the same may be adjusted as provided below, the
Town Contribution) in immediately available funds, which funds shall be delivered in
escrow to Greenbelts title company at least three (3) business days prior to the Closing
Date (as defined in Section 3 herein), in consideration of a deed to the Town for the
Town Parcel to be executed, delivered and recorded by Greenbelt contemporaneously
with its acquisition of the Premises.
2. Title. At Closing (as defined in Section 3 herein), Greenbelt shall deliver to the Town
good and marketable title to the Town Parcel by means of one or more Massachusetts
quitclaim deeds running to the Inhabitants of the Town of Ipswich and referencing the
Special Town Meeting vote, free from all encumbrances other than:
(a)

the provisions of existing building and zoning laws;

(b)

such taxes for the then-current year as are not yet due and payable as of
the Closing Date;

(c)

any liens for municipal betterments assessed after the date of this
Agreement;

(d)

that certain M.G.L. Chapter 61A lien recorded in the Essex County
Registry of Deeds in Book 17278, Page 386, to the extent applicable;

(e)

any and all matters of record as of the date of this Agreement excepting
any and all monetary liens (other than those set forth in (b), (c) and (d)
above);

(f)

any and all matters shown on the ANR Plan (as defined in Section 5
herein), providing that the Town shall have a reasonable opportunity to
review said plan prior to the Closing Date and shall have the right to
terminate this Agreement if said plan is unsatisfactory in the Towns sole
discretion; and

(g)

such easements as are the subject of the easement agreement described in


paragraph 3, below..

In the event that Greenbelt is unable to deliver title to the Town Parcel as required
hereunder, the Town shall have the right, but not the obligation, to accept such title as
Greenbelt is able to deliver on the Closing Date. Greenbelt and the Town shall attempt in
good faith to mutually agree on the acceptance of such title, but the Town shall not be
obligated to accept such title as it may find unacceptable, and Greenbelt shall not be
required to institute litigation and/or expend any funds to cure any title defects.
3. Easements. Contemporaneously with the recording of the deed, or at such later time as
the parties may mutually agree, the parties shall execute and record one or more easement
agreements providing for the following access easements:
(a) a non-exclusive vehicular easement for land management purposes on, over and
across that certain driveway off of Candlewood Road located on Town Parcel and
shown as a black-dotted line on Exhibit 2 and incorporated herein, provided that (i)
the Town shall maintain the driveway in passable condition at all times, except that
the Town shall not be required to keep such driveway clear of snow, and (ii)
Greenbelt shall be responsible for repairing any damage to the driveway (or, in the
alternative, reimbursing the Town for such damage) caused by Greenbelts use,
reasonable wear and tear excepted; and
(b) a reserved, non-exclusive ten foot (10) wide pedestrian and equestrian easement
extending from Chebacco Road on, over and across the Town Parcel in the
approximate location shown as a white-dotted line on Exhibit 2, which easement shall
permit Greenbelt to create, construct, use, maintain, repair and/or replace one or more
unpaved trails, including with the use of vehicles or machinery.
The easements described in subsections (a) and (b) above (collectively, the Reserved
Easements) shall run to the benefit of the remainder of the Premises and shall remain in
effect only for so long as such benefitted land remains under the control of Greenbelt or a
successor non-profit conservation organization with walking trails open to public use or a
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governmental agency (for the purposes of this paragraph, control shall include fee
ownership, the holding of a conservation easement, and/or rights under a written
management contract). In the event that all or any portion of such benefitted land is no
longer under such control, the Reserved Easements shall terminate automatically with
respect to any affected portion of such benefitted land immediately upon such loss of
control, with no effect upon any portion of such benefitted land still remaining under the
control of Greenbelt or a successor non-profit conservation organization with walking
trails open to public use or any governmental agency. The Town shall have the right to
relocate the easements described in subsections (a) and (b) as it deems necessary, in its
sole discretion, to make any lawful use of the burdened property, provided that such
relocation shall not materially impair the utility of such easement for its intended
purpose.
Additionally, the Town Parcel shall be conveyed together with the benefit of a nonexclusive pedestrian and equestrian easement on, over and across the remainder of the
Premises (the Appurtenant Easement), provided, however, that (i) the Appurtenant
Easement shall be limited to the use of any trails both maintained by Greenbelt from time
to time and made available to the general public, (ii) the Appurtenant Easement shall be
in effect only for so long as Greenbelt owns such burdened land, and, in the event that
Greenbelt convey all or any portion of the burdened land, the Appurtenant Easement shall
terminate automatically with respect to any affected portion of the burdened land
immediately upon such conveyance, with no effect upon any portion of the burdened land
still remaining in Greenbelts ownership, and (iii) the Appurtenant Easement shall remain
in effect only for so long as the Town Parcel remains in municipal ownership, and in the
event that all or any portion of the Town Parcel is no longer so owned, the Appurtenant
Easement shall terminate automatically with respect to any affected portion of the Town
Parcel, with no effect upon any portion of the Town Parcel still remaining in municipal
ownership.
4. Closing. Greenbelt anticipates that it will acquire the Premises pursuant to the PSA on
March 15, 2017, and, subject to the terms and conditions set forth herein, the Town
agrees to accept title to the Town Parcel and release the Town Contribution from escrow
(collectively, the Closing) on such date (as such date may be amended pursuant to the
terms of the PSA, the Closing Date). Time is of the essence of the PSA. Accordingly,
time is also of the essence of this Agreement and all of its provisions. The Town shall
cooperate to cause the Closing to occur on the Closing Date immediately following
Greenbelts acquisition of the Premises, including, without limitation, providing such
miscellaneous closing document and information as may be reasonably required for the
Towns purchase of the Town Parcel. The Town shall bear the cost of recording the
deed(s) for the Town Parcels, and Greenbelt shall bear the cost of recording the ANR
Plan and all other instruments required to be recorded and for which Greenbelt is
responsible under the PSA.
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5. Contingency. Greenbelts obligations under this Agreement are contingent upon


Greenbelts acquisition of the Premises pursuant to the terms of the PSA. In the event
that, for any reason whatsoever, Greenbelt fails to so acquire the Premises and/or
Greenbelt is unable to create the Town Parcel as one or more separate legal lots by
Closing, this Agreement shall terminate automatically and the parties shall have no
further obligations hereunder other than those obligations, if any, which expressly survive
such termination.
6. Municipal Approvals. Notwithstanding anything set forth herein to the contrary, the
Towns obligations hereunder are and this Agreement is expressly subject to and
contingent upon the completion by the Town of the notification process for unique real
property acquisitions that is described in Massachusetts General Laws Chapter 30B,
Section 16(e) to the Towns reasonable satisfaction (the Municipal Approvals). The
Town represents that the Board of Selectmen has made the required determination in
writing pursuant to Massachusetts General Laws Chapter 30B, Section 16(e)(2) and that
the notice of unique real property acquisition attached hereto as Exhibit 4 was published
in the Central Register on Wednesday, December 28, 2017.
7. ANR Plan. Greenbelt shall be responsible for preparing a plan suitable for endorsement
and recording under G.L. c. 41, 81P and the rules and regulations of the Essex County
South District Registry of Deeds (the ANR Plan), showing the division of the premises
into two or more parcels, to include the Town Parcel substantially as shown on Exhibit 1.
8. Potential Use of Property for Public Water Supply. Following the Closing, Greenbelt
shall permit the Town, without compensation, to conduct tests upon any portion of the
Premises then owned by Greenbelt and not subject to an option, purchase and sale
agreement or similar agreement with a third party (the Greenbelt Land) to determine if
any portion of such land has the potential to serve as an additional source of municipal
water supply. The Towns access shall be subject to reasonable conditions regarding
restoration of the property to its previous condition, hours of access, indemnity for
injuries, loss or damage, and insurance. Should the results of such tests, and any
necessary follow-up tests performed pursuant to the access agreement, indicate that any
portion of the Greenbelt Land potentially provides sufficient groundwater to make it a
viable source of public water supply, Greenbelt and the Town shall use good faith efforts
to negotiate and enter into a mutually satisfactory recordable easement agreement that (i)
in the event that the approved location of the municipal well would require that a portion
of Greenbelt Land be located within the zone 1 surrounding the well, would set forth in
detail any limitations, terms and/or conditions applicable to the affected portion of the
Greenbelt Land, and (ii) in the event that the approved location of the municipal well
would be on any portion of the Greenbelt Land, would (x) require the Town to
demonstrate to Greenbelts reasonable satisfaction that there is no suitable location for
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such well on municipal-owned land and (y) would set forth in detail any limitations,
terms and/or conditions applicable to the affected portion of the Greenbelt Land.
Greenbelt shall be under no obligation to grant such easement rights to the Town absent
such written agreements.
9. Disclosure of Beneficial Interest Form. Prior to the execution of this Agreement,
Greenbelt shall complete its respective disclosure of beneficial interest form that is
attached hereto as Exhibit 3 as required under G.L. c. 7C, sec. 38, said form to be filed by
the Town with the Division of Capital Asset Management of Massachusetts.
10. Notice. Notices required or permitted under this Agreement shall be given in writing by
registered or certified mail, return receipt requested, or by nationally recognized
overnight courier, addressed to the Town or GREENBELT, as the case may be, at the
following addresses:
If to GREENBELT:
Essex County Greenbelt Association, Inc.
82 Essex Avenue
Essex, MA 01929
Attention: Chris LaPointe , Director of Land Conservation
chris@ecba.org
with a copy to:
Lauren L. Butler, Esq.
Law Office of Lauren L. Butler
185 Devonshire Street, Suite 302
Boston, MA 02110
(p) 617-654-8282
(f) 617-426-5422
lauren@laurenbutlerlaw.com

If to the Town:
Town Manager
Ipswich Town Hall
25 Green Street
Ipswich, MA 01938
Email: robinc@ipswich-ma.gov

with a copy to:


George A. Hall, Jr.
Anderson & Kreiger LLP
50 Milk Street
21st Floor
Boston, MA 02109
E-mail: ghall@andersonkreiger.com
Greenbelt shall promptly forward any property information that it receives from Seller
under the PSA and/or that it acquires as part of its own due diligence investigations,
including without limitation environmental reports and assessments, to the Town at the
addresses specified above.
11. Governing Law. This Agreement shall be governed by Massachusetts law. This
Agreement may be executed in one or more counterparts which, taken together, shall
constitute one and the same instrument.

[The remainder of this page has been intentionally left blank.]

Executed as a sealed Massachusetts instrument as of the date first written above.

Essex County Greenbelt Association, Inc.

By: _____________________________
Edward O. Becker
President
Hereunto duly authorized

Town of Ipswich

By: ______________________________
Name:
Title:
Hereunto duly authorized.

Exhibit 1
Pony Express Project, Ipswich ~ 128 +/- acres

Exhibit 2
Pony Express, Ipswich ~ 128 +/- acres Potential Project Configuration

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Exhibit 3
Disclosure of Beneficial Interest Forms
Disclosure of Beneficial Interest Form - GREENBELT
DISCLOSURE STATEMENT FOR
TRANSACTION WITH A PUBLIC AGENCY CONCERNING REAL PROPERTY
M.G.L. c. 7C, s. 38 (formerly M.G.L. c. 7, s. 40J)
The undersigned party to a real property transaction with a public agency hereby discloses and
certifies, under pains and penalties of perjury, the following information as required by law:
(1) REAL PROPERTY:
Approximately 30.6 acres of the 94.17-acre parcel known as 24 Candlewood Road, Ipswich,
Massachusetts, shown on the Town of Ipswich Assessors Maps as Map 64, Parcel 4, and
described in the deed to Pony Express Farms, Inc. recorded in the Essex South District Registry
of Deeds in Book 7778, Page 595.
(2) TYPE OF TRANSACTION, AGEEMENT, or DOCUMENT:
Purchase (by the Town of Ipswich), sale (by Essex County Greenbelt Association, Inc. ).
(3) PUBLIC AGENCY PARTICIPATING in TRANSACTION:
Town of Ipswich (as buyer).
(4) DISCLOSING PARTYS NAME AND TYPE OF ENTITY (IF NOT AN INDIVIDUAL):
Essex County Greenbelt Association, Inc. (as seller).
(5) ROLE OF DISCLOSING PARTY (Check appropriate role):
_____Lessor/Landlord _____Lessee/Tenant
__X__Seller/Grantor _____Buyer/Grantee
_____Other (Please describe):___________________________________
(6) The names and addresses of all persons and individuals who have or will have a direct or
indirect beneficial interest in the real property excluding only 1) a stockholder of a corporation
the stock of which is listed for sale to the general public with the securities and exchange
commission, if such stockholder holds less than ten per cent of the outstanding stock entitled to
vote at the annual meeting of such corporation or 2) an owner of a time share that has an
interest in a leasehold condominium meeting all of the conditions specified in M.G.L. c. 7C, s.
38, are hereby disclosed as follows (attach additional pages if necessary):
NAME
RESIDENCE
NoneEssex County Greenbelt Association, Inc., is a non-profit entity with a land conservation
mission
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(7) None of the above-named persons is an employee of the Division of Capital Asset
Management and Maintenance or an official elected to public office in the Commonwealth of
Massachusetts, except as listed below (insert none if none):
None
DISCLOSURE STATEMENT FOR
TRANSACTION WITH A PUBLIC AGENCY CONCERNING REAL PROPERTY
M.G.L. c. 7C, s. 38 (formerly M.G.L. c. 7, s. 40J)
(8) The individual signing this statement on behalf of the above-named party acknowledges that
he/she has read the following provisions of Chapter 7C, Section 38 (formerly Chapter 7, Section
40J) of the General Laws of Massachusetts:
No agreement to rent or to sell real property to or to rent or purchase real property from
a public agency, and no renewal or extension of such agreement, shall be valid and no
payment shall be made to the lessor or seller of such property unless a statement,
signed, under the penalties of perjury, has been filed by the lessor, lessee, seller or
purchaser, and in the case of a corporation by a duly authorized officer thereof giving the
true names and addresses of all persons who have or will have a direct or indirect
beneficial interest in said property with the commissioner of capital asset management
and maintenance. The provisions of this section shall not apply to any stockholder of a
corporation the stock of which is listed for sale to the general public with the securities
and exchange commission, if such stockholder holds less than ten per cent of the
outstanding stock entitled to vote at the annual meeting of such corporation. In the case
of an agreement to rent property from a public agency where the lessees interest is held
by the organization of unit owners of a leasehold condominium created under chapter
one hundred and eighty-three A, and time-shares are created in the leasehold
condominium under chapter one hundred and eighty-three B, the provisions of this
section shall not apply to an owner of a time-share in the leasehold condominium who (i)
acquires the time-share on or after a bona fide arms length transfer of such time-share
made after the rental agreement with the public agency is executed and (ii) who holds
less than three percent of the votes entitled to vote at the annual meeting of such
organization of unit owners. A disclosure statement shall also be made in writing, under
penalty of perjury, during the term of a rental agreement in case of any change of
interest in such property, as provided for above, within thirty days of such change.
Any official elected to public office in the commonwealth, or any employee of the division
of capital asset management and maintenance disclosing beneficial interest in real
property pursuant to this section, shall identify his position as part of the disclosure
statement. The commissioner shall notify the state ethics commission of such names,
and shall make copies of any and all disclosure statements received available to the
state ethics commission upon request.
The commissioner shall keep a copy of each disclosure statement received available for
public inspection during regular business hours.
(9) This Disclosure Statement is hereby signed under penalties of perjury.
PRINT NAME OF DISCLOSING PARTY (from Section 4, above)
Essex County Greenbelt Association, Inc.
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By:______________________________________________________________________
AUTHORIZED SIGNATURE of DISCLOSING PARTY
DATE (01 / DD / 2017)
Christopher B. LaPointe, Director of Land Conservation
PRINT NAME & TITLE of AUTHORIZED SIGNER
DISCLOSURE STATEMENT FOR
TRANSACTION WITH A PUBLIC AGENCY CONCERNING REAL PROPERTY
M.G.L. c. 7C, s. 38 (formerly M.G.L. c. 7, s. 40J)
INSTRUCTION SHEET
NOTE: The Division of Capital Asset Management and Maintenance (DCAMM) shall have no
responsibility for insuring that the Disclosure Statement has been properly completed as required by law.
Acceptance by DCAMM of a Disclosure Statement for filing does not constitute DCAMMs approval of this
Disclosure Statement or the information contained therein. Please carefully read M.G.L. c. 7C, s. 38
which is reprinted in Section 8 of this Disclosure Statement.
Section (1): Identify the real property, including its street address, and city or town. If there is no street
address then identify the property in some other manner such as the nearest cross street and its tax
assessors parcel number.
Section (2): Identify the type of transaction to which this Disclosure Statement pertains --such as a sale,
purchase, lease, etc.
Section (3): Insert the exact legal name of the Public Agency participating in this Transaction with the
Disclosing Party. The Public Agency may be a Department of the Commonwealth of Massachusetts, or
some other public entity. Please do not abbreviate.
Section (4): Insert the exact legal name of the Disclosing Party. Indicate whether the Disclosing Party is
an individual, tenants in common, tenants by the entirety, corporation, general partnership, limited
partnership, LLC, or other entity. If the Disclosing Party is the trustees of a trust then identify the trustees
by name, indicate that they are trustees, and add the name of the trust.
Section (5): Indicate the role of the Disclosing Party in the transaction by checking one of the blanks. If
the Disclosing Partys role in the transaction is not covered by one of the listed roles then describe the
role in words.
Section (6): List the names and addresses of every legal entity and every natural person that has or will
have a direct or indirect beneficial interest in the real property. The only exceptions are those stated in the
first paragraph of the statute that is reprinted in Section 8 of this Disclosure Statement. If the Disclosing
Party is another public entity such as a city or town, insert inhabitants of the (name of public entity). If
the Disclosing Party is a non-profit with no individual persons having any beneficial interest then indicate
the purpose or type of the non-profit entity. If additional space is needed, please attach a separate sheet
and incorporate it by reference into Section 6.
Section (7): Write none in the blank if none of the persons mentioned in Section 6 is employed by
DCAMM. Otherwise list any parties disclosed in Section 6 that are employees of DCAMM.
Section (8): The individual signing this statement on behalf of the Disclosing Party acknowledges that
he/she has read the included provisions of Chapter 7C, Section 38 (formerly Chapter 7, Section 40J) of
the General Laws of Massachusetts.

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Section (9): Make sure that this Disclosure Statement is signed by the correct person. If the Disclosing
Party is a corporation, please make sure that this Disclosure Statement is signed by a duly authorized
officer of the corporation as required by the statute reprinted in Section 8 of this Disclosure Statement.
This completed and signed Disclosure Statement should be mailed or otherwise delivered to:
Deputy Commissioner for Real Estate
Division of Capital Asset Management and Maintenance
One Ashburton Place, 15th Floor, Boston, MA 02108

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Exhibit 4
Notice of Unique Property Determination

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Exhibit 1

Exhibit 2

Exhibit 4