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Historic Northampton PR 09-22-2008 Affected Property: 46, 58 & 66 Bridge Street, Northampton PRESERVATION RESTRICTION AGREEMENT between the CITY OF NORTHAMPTON and THE NORTHAMPTON HISTORICAL SOCIETY in NORTHAMPTON, MASS. The parties to this Agreement are the City of Northampton, located at 210 Main Street, City Hall, Northampton, MA 01060, hereinafter referred to as the City, and The Northampton Historical Society, located at 46 Bridge Street, Northampton, MA 01060, hereinafter referred to as the Grantor. WHEREAS, the Grantor is the owner in fee simple of certain real properties located at 46, 58 and 66 Bridge Street, Northampton, Massachusetts 01060 with improvements known as the Parsons House, Shepherd House and Damon House of the Historic Northampton Museum, thereon as described in a deed dated July 25, 1944, for 46 Bridge Street, from --------to the Northampton Historical Society, recorded with the Hampshire County Registry of Deeds, Book 1983, Page 378; and, in the Will of Anna Catherine Bliss of January 24, 1941, for 58 Bridge Street, Probate Court No. 23971 Box 580 File 13; and, in the Trustee’s Deed dated May 13, 2004, for 66 Bridge Street, pursuant to the Will of Thomas Munroe Shepherd, Hampshire County Probate Court No. 21292, Book 7801, Page 227, hereinafter referred to as the Premises. The Premises are also shown on the diagrams attached as Exhibits A hereto and incorporated herein by reference. WHEREAS, upon the recommendation of the Community Preservation Committee and as approved, by the City Council of the City of Northampton on September 04, 2008, the sum of one hundred five thousand, one hundred dollars ($105,100) from the Community Preservation Fund was appropriated for the purpose of funding a grant for the restoration of the exterior of the Premises; and WHEREAS, the Grantor and the City have reached an Agreement whereby the City shall provide the Funds so appropriated to the Grantor to be expended for the preservation of the Premises, under the terms and conditions set forth herein and in such other documents as the parties may execute, and the Grantor agrees to accept such Funds to be used exclusively for such purposes and under such terms and conditions; and WHEREAS, the Grantor wishes to impose certain restrictions, obligations and duties upon it as the owner of the Premises and on the successors to its right, title and interest therein, with respect to maintenance, protection, and preservation of the Premises in order to protect the architectural, archaeological and historical integrity thereof; and Page 1 of 9 WHEREAS, the preservation of the Premises is important to the public for the enjoyment and appreciation of its architectural, archaeological and historical heritage and will serve the public interest in a manner consistent with the purposes of M.G.L. chapter 184, section 32, hereinafter referred to as the Act; and WHEREAS, the Premises are listed in the State Register of Historic Places as a contributing property to the Northampton Downtown National Register Historic District; and WHEREAS, the City is a government body organized under the laws of the Commonwealth of Massachusetts and is authorized to accept these preservation restrictions under the Act; NOW, THEREFORE, for good and valuable consideration, the Grantor conveys to the City the following preservation restrictions, which shall apply in Perpetuity to the exterior of the Premises. These preservation restrictions are set forth so as to ensure the preservation of those characteristics which contribute to the architectural, archaeological and historical integrity of the Premises which have been listed in the National and/or State Registers of Historic Places, under applicable state and federal legislation. Characteristics which contribute to the architectural, archaeological and historical integrity of the Premises include, but are not limited to, the artifacts, features, materials, appearance, and workmanship of the Premises, including those characteristics which originally qualified the Premises for listing in the National and/or State Registers of Historic Places. The terms of the Preservation Restriction are as follows: 1. Maintenance of Premises: The Grantor agrees to assume the total cost of continued maintenance, repair and administration of the Premises so as to preserve the characteristics which contribute to the architectural, archaeological and historical integrity of the Premises in a manner satisfactory to the City according to the Secretary of the Interior’s “Standards for the Treatment of Historic Properties.” The Grantor may seek financial assistance from any source available to it. The City does not assume any obligation for maintaining, repairing or administering the Premises. 2. Alterations: The Grantor agrees that no alterations shall be made to the exterior of the Premises, unless (a) clearly of minor nature and not affecting the characteristics which contribute to the architectural, archaeological or historical integrity of the Premises, or (b) the City has previously determined that it will not impair such characteristics after reviewing plans and specifications submitted by the Grantor, or (c) required by casualty or other emergency promptly reported to the City. Ordinary maintenance and repair of the Premises may be made without the written permission of the City. For purposes of this section, interpretation of what constitutes alterations of a minor nature and ordinary maintenance and repair is governed by the Restriction Guidelines which are attached to this Agreement and hereby incorporated by reference. 3. Notice and Approval: Whenever approval by the City is required under this restriction, Grantor shall request specific approval by the City not less than (30) days prior to the date Grantor intends to undertake the activity in question. Notices shall be delivered by Certified Mail to the Office of Planning and Development, c/o Planning Director, 210 Main Street, City Hall, Room 11, Northampton, MA 01060; and the Office of the Mayor, 210 Main Street, City Hall, Room 12, Page 2 of 9 Northampton, MA 01060. A request for such approval by the grantor shall be reasonably sufficient as a basis for the City to approve or disapprove the request. The notice shall describe the nature, scope, design, location, timetable and any other material aspect of the proposed activity in sufficient detail to permit the City to make an informed judgment as to its consistency with the purposes of this Preservation Restriction. Within (30) days of receipt of Grantor’s reasonably sufficient request for said approval, the City shall, in writing, grant or withhold its approval, or request additional information relevant to the request and necessary to provide a basis for its decision. However, should the City determine that additional time is necessary in order to make its decision the City shall notify the Grantor. The City's approval shall not be unreasonably withheld, and shall be granted upon a reasonable showing that the proposed activity shall not materially impair the purpose of this Preservation Restriction. Failure of the City to make a decision within sixty (60) days from the date on which the request is accepted by the City or notice of a time extension is received by the Grantor shall be deemed to constitute approval of the request as submitted, so long as the request sets forth the provisions of this section relating to deemed approval after the passage of time. 4. Inspection: The Grantor agrees that the City may inspect the Premises from time to time upon reasonable notice to determine whether the Grantor is in compliance with the terms of this Agreement. : 5. Legal Remedies of the City The City shall provide written notification to the Grantor if it identifies possible violations of this preservation restriction or other concerns that relate to historic preservation of the property. The City and the Grantor 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 City and Grantor 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 City. If such discussions and mediation do not satisfy City concerns, or if the City determines that time is critical because of the nature of the perceived threat to the historic property and any delay would threaten the resource, the City 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, including, without limitation, relief requiring restoration of the Premises to its condition prior to the time of the injury complained of (it being agreed that City may have no adequate remedy at law), and shall be in addition to and not in limitation of any other rights and remedies available to City. Provided that a violation of this Agreement is acknowledged by Grantor or determined by a court of competent jurisdiction to have occurred, Grantor covenants and agrees to reimburse the City all reasonable costs and expenses (including without limitation reasonable counsel fees) incurred in enforcing this Agreement or in taking reasonable measure to remedy, abate any violation thereof. By its acceptance, the City does not undertake any liability or obligation relating to the condition of the Property, including with respect to compliance with hazardous materials or other environmental laws and regulations. This Agreement shall be enforced by the City in its sole discretion. Nothing herein shall impose upon the City any affirmative obligation or liability relating to the condition of the Property. Failure by the City 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. 6. Assignment: The City may assign this Agreement to another governmental body or to any charitable corporation or trust among the purposes of which is the maintenance and preservation of historic properties only in the event that the City should cease to function in its present Page 3 of 9 capacity. 7. Validity and Severability: The invalidity of M.G.L. c. 184 or any part thereof shall not affect the validity and enforceability of this Agreement according to its terms. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. 8. Recording: The Grantor agrees to record this Agreement with the appropriate Registry of Deeds and file a copy of such recorded instrument with the City. 9. Other Provisions: Excluded from this preservation restriction is the Town Clock installed in the steeple of the church, together with all of its equipment, wiring, accessories and works relating thereto, which Clock the City of Northampton owns and has the right to maintain so long as said steeple in its present building stands. The burden of these restrictions enumerated in paragraphs 1 through 9, inclusive, shall run with the land and is binding upon future owners of an interest therein. IN WITNESS WHEREOF, we have hereunto set our hands and seals this day of , 2008. The Northampton Historical Society By:______________________________ Name: Kerry W. Buckley Executive Director COMMONWEALTH OF MASSACHUSETTS Hampshire, ss. On this ____ day of _____________, 2008, before me, the undersigned notary public, personally appeared ________________________________, proved to me through satisfactory evidence of identification, which was (a current driver’s license) (a current U.S. passport) (my personal knowledge of the identity of the principal), to be the person whose name is signed on the preceding or attached document, and acknowledged to me that he signed it voluntarily for its stated purposes. _______________________________ Notary Public My Commission Expires Page 4 of 9 Assent by Mortgagee COMMONWEALTH OF MASSACHUSETTS ,ss. On this ____ day of _____________, 2008, before me, the undersigned notary public, personally appeared ________________________________, proved to me through satisfactory evidence of identification, which was (a current driver’s license) (a current U.S. passport) (my personal knowledge of the identity of the principal), to be the person whose name is signed on the preceding or attached document, and acknowledged to me that he signed it voluntarily for its stated purposes. _______________________________ Notary Public My Commission Expires Page 5 of 9 APPROVAL BY THE CITY OF NORTHAMPTON The undersigned hereby approves and accepts the foregoing preservation restrictions to the City of Northampton pursuant to Massachusetts General Laws, Chapter 184, Section 32 and based on authority granted by a resolution of City Council (attached as an exhibit). MAYOR OF NORTHAMPTON By Mary Clare Higgins Mayor, City of Northampton COMMONWEALTH OF MASSACHUSETTS Hampshire, ss. On this ____ day of _____________, 2008, before me, the undersigned notary public, personally appeared Mary Clare Higgins, proved to me through satisfactory evidence of identification, which was my personal knowledge of the identity of the principal, to be the person whose name is signed on the preceding or attached document, and acknowledged to me that she signed it voluntarily for its stated purposes. Notary Public ______________________________________ My Commission Expires Page 6 of 9 APPROVAL BY THE MASSACHUSETTS HISTORICAL COMMISSION The undersigned hereby certifies that the foregoing preservation restrictions have been approved pursuant to Massachusetts General Laws, Chapter 184, Section 32. MASSACHUSETTS HISTORICAL COMMISSION By Brona Simon Executive Director and Clerk Massachusetts Historical Commission COMMONWEALTH OF MASSACHUSETTS ___________, ss. On this ____ day of _____________, 2008, before me, the undersigned notary public, personally appeared Brona Simon, proved to me through satisfactory evidence of identification, which was (driver’s license) (a current U.S. passport) (my personal knowledge of the identity of the principal), to be the person whose name is signed on the preceding or attached document, and acknowledged to me that she signed it voluntarily for its stated purposes. Notary Public _______________________________________ My Commission Expires Page 7 of 9 RESTRICTION GUIDELINES The purpose of the Restriction Guidelines is to clarify paragraph three of the terms of the preservation restriction, which deals with alterations to the exterior of the premises. Under this section permission from the City of Northampton is required for any major alteration . Alterations of a minor nature, which are part of ordinary maintenance and repair, do not require City review. In an effort to explain what constitutes a minor alteration and what constitutes a major change, which must be reviewed by the City, the following list has been developed. By no means is this list comprehensive: it is only a sampling of some of the more common alterations, which may be contemplated by building owners. PAINT Minor - Hand scraping and repainting of non-decorative and non-significant surfaces as part of periodic maintenance. Major - Painting or fully stripping decorative surfaces or distinctive stylistic features. WINDOWS AND DOORS Minor - Regular maintenance including caulking, painting and necessary reglazing. Repair or in-kind replacement of existing individual decayed window parts. Major - Wholesale replacement of units; change in fenestration or materials; alteration of profile or setback of windows. The addition of storm windows is also considered a major change; however, with notification it is commonly acceptable. EXTERIOR Minor - Spot repair of existing cladding and roofing including in-kind replacement of clapboards, shingles, slates, etc. Major - Large-scale repair or replacement of cladding or roofing. Change involving inappropriate removal or addition of materials or building elements (i.e. removal of chimneys or cornice detailing; installation of architectural detail which does not have a historical basis); altering or demolishing building additions; spot repointing of masonry. Structural stabilization of the property is also considered a major alteration. LANDSCAPE/OUTBUILDINGS Minor - Routine maintenance of outbuildings and landscape including lawn mowing, pruning, planting, painting, and repair. Major - Moving or subdividing buildings or property; altering or removing significant landscape features; ground disturbance affecting archaeological resources. Page 8 of 9 Changes classified as major alterations are not necessarily unacceptable. Under the preservation restriction, such changes must be reviewed by the City and their impact on the historic integrity of the premise assessed. It is the responsibility of the property owner to notify the City in writing when any major alterations are contemplated. Substantial alterations may necessitate review of plans and specifications. The intent of the preservation restriction is to enable the City to review proposed alterations and assess their impact on the integrity of the structure, not to preclude future change. City staff will attempt to work with property owners to develop mutually satisfactory solutions, which are in the best interests of the property. Page 9 of 9