FCBA MOA
Community Preservation Committee of the City of Northampton
and
The Florence Civic and Business Association
MEMORANDUM OF AGREEMENT
1. PARTIES. This MEMORANDUM OF AGREEMENT is made this _____ day of_____, 2009, by
and between the Florence Civic and Business Association, with the current President being Robert P.
Ross, 40 Keyes Street, Florence, MA 01062 (hereinafter called The Association), and the
Community Preservation Committee of the City of Northampton, with an address at c/o Office of
Planning and Development, City Hall, 210 Main Street, Room 11, Northampton, MA 01060
(hereinafter called The Committee). In consideration of the mutual benefits to be derived by the
parties by the implementation of this Agreement, the parties hereby enter into this Agreement for the
purposes set forth below and in accordance with the terms and conditions contained herein.
2. PURPOSE. The purpose of this Agreement is to permanently preserve, and make available to the
public for viewing, the general collection of historic artifacts, photographs, documents and historic
resources that are significant to preserve the history of Florence, and are owned and managed by The
Association (THE COLLECTION), more particularly described in paragraph 3, for the long-term
benefit of the residents of Northampton and the general public.
3. COLLECTION. THE COLLECTION, currently under the management of the Association, consists
of: (see Inventory List). This Agreement protects THE COLLECTION in perpetuity, but does not
prohibit the Association from selling individual items within THE COLLECTION at its discretion;
however, funds received from the sale of items within THE COLLECTION must be used to assist in
preserving THE COLLECTION.
4. PUBLIC ACCESS. THE COLLECTION shall be open to the general public by appointment and
during hours established by the Association.
5. AGREEMENT TERMS. The term of this Agreement shall be in perpetuity. The parties shall meet
to review and discuss the Agreement upon the request of either party. The Association shall provide
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an annual report by December 31 to the Committee detailing any changes in THE COLLECTION.
Any additions or deletions to this Agreement must be approved by all parties, a two-thirds vote by
the Committee and agreed to in writing to become effective and legally binding. The burden of these
restrictions shall run with THE COLLECTION and is binding upon future owners of an interest
therein.
6. ASSIGNMENT: The Committee may assign this Agreement to another governmental body or to any
charitable corporation or trust among the purposes of which is the preservation of historic properties
only in the event that the Committee should cease to function in its present capacity.
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7. LEGAL REMEDIES OF THE COMMUNITY PRESERVATION COMMITTEE The Committee
shall provide written notification to The Association if it identifies possible violations of this
Agreement or other concerns that relate to the preservation of THE COLLECTION. The Committee
and The Association hereby agree to discuss any concerns in a timely manner, with the understanding
that time may be critical depending on the nature of a threat to the historic property. The Committee
and The Association further agree to enter into non-binding mediation in a timely manner if
requested by either party to further address any concerns identified by The Committee. If such
discussions and mediation do not satisfy the concerns of The Committee, or if The Committee
determines that time is critical because of the nature of the perceived threat to THE COLLECTION
and any delay would threaten THE COLLECTION, The Committee reserves the right to take further
enforcement action. The rights hereby granted shall include the right to enforce this Agreement by
appropriate legal proceedings and to obtain injunctive and other equitable relief against any
violations. If a violation of this Agreement is acknowledged by The Association or determined by a
court of competent jurisdiction to have occurred, The Association agrees to reimburse The
Committee all reasonable costs and expenses (including without limitation reasonable counsel fees)
incurred in enforcing this Agreement or in taking reasonable measure to remedy or abate any
violation thereof. By its acceptance, The Committee does not undertake any liability or obligation
relating to the condition of THE COLLECTION. This Agreement shall be enforced by The
Committee in its sole discretion. Nothing herein shall impose upon The Committee any affirmative
obligation or liability relating to the condition of THE COLLECTION. Failure by The Committee to
enforce any provision or condition set forth herein, or to exercise any rights hereby conveyed, shall
not constitute a release or waiver of any such right or condition.
8. RECORDING: The Association agrees to record this Agreement with the appropriate Registry of
Deeds and file a copy of such recorded instrument with The Committee.
9. AUTHORITY TO SIGN. The parties hereby represent and warrant that they are empowered and
authorized to enter into this Agreement and that this Agreement is being executed by a representative
duly authorized to bind their respective party to the rights and obligations contained in this
Agreement.
Signed:
________________________________________________
The Florence Civic and Business Association DATE
Robert Ross, President
________________________________________________
Northampton Community Preservation Committee DATE
Fran Volkmann, Chair
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