MEMORANDUM OF UNDERSTANDING BY AND AMONG TOWN OF AMHERST AND ‘THE JONES LIBRARY AND THE AMHERST HISTORICAL SOCIETY This Memorandum of Understanding is entered into on this__day of __, 2016 among the Town of Amherst (the “Town”), by and through its Town Manager, having an office at 4 Boltwood Avenue, Amherst, MA, the Jones Library, Incorporated (the “Library”), by and through its Board of Trustees, having an office at 43 Amity Street, Amherst, MA, and the Amherst Historical Society (the “Historical Society”), by and through its Board of Trustees, having an office at 67 Amity Street, Amherst, MA. WHEREAS the Library was established and is governed in its operations by the following documents: (a) Chapter 512 of the Acts of 1972 of the General Court, amending Chapter 96 of the Special Acts of 1919; (b) the Revised By-laws of the Jones Library, Incorporated, and the initiating By-laws of the Board of Trustees of the Town Library (both approved by the separate but identical Jones Library Boards of Trustees on October 9, 1973; (c) the Town of Amherst Town Manager Act, Chapter 11, Acts of 1951 as amended by Chapter 512 of the Acts of 1972; aid the Town’s Personnel By-law. ‘WHEREAS the Town of Amherst provides financial support to the Library in accordance with the Town Manager Act, Chapter 11 of the Acts of 1951 as amended by Chapter 512 of the Acts of 1972. WHEREAS the Library employees are employees of the Town of Amherst and are paid by the Town and are subject t0 the Town’s Personnel Bylaw. WHEREAS the Library and the Town entered into a Memorandum of Understanding on June 18, 1984, concerning the legal and financial relationship between the Town and the Library. WHEREAS the Historical Society is a 501(c)(3) tax-exempt non-profit organization for the promotion of educational and historical activities, including the collecting, holding, preserving, and exhibiting of objects of historical value and interest to the Town. WHEREAS the Historical Society is governed its Board of Trustees and is subject to Bylaws ratified by the General Membership on April 21, 2001. 1WHEREAS the Historical Society owns real property located at 67 Amity Street, with the improvements located thereon known as the “Strong House”, a 1750-era house (the “Property”). WHEREAS the Library and the Historical Society have each voted to enter into this Memorandum of Understanding. ‘Now, therefore, in consideration of the mutual agreements of the parties contained herein, the Town, the Library and the Historical Society enter into this Memorandum of Understanding for the purpose of setting forth the mutual objectives expressed herein. By executing this Memorandum of Understanding, each party expresses its intention to negotiate in good faith expeditiously to reach a definitive Asset Purchase Agreement, Except for the obligation to negotiate in good faith, this Memorandum of Understanding is non-binding and shall not create any obligation for any party at lawor equity. A. GOOD FAITH NEGOTIATION. ‘The parties agree to promptly commence negotiations in good faith for the purpose of executing a definitive Asset Purchase Agreement (the “Agreement”) on or before __, 2016. B. TERMS AND CONDITIONS ‘The Agreement will be generally on the following terms and conditions and in form customary for transactions of this kind, but in any event shall be on terms satisfactory to all parties in their discretion 1. The Historical Society will convey a portion of its vacant land on the Property, by deed gat to the Library, ob ily inith for discussion purposes only, on the attached plan. ‘The Historical Society will retain ownership of the remainder of the Property. Should the Historical Society’s eighteenth- century garden be affected by new construction, it will be relocated by the Historical Society. 2. The Historical Society will obtain from the Amherst Plinning Board an Endorsement of a Plan Not Requiring Approval under Subdivision Control Law pursuant to G.L. ¢. 41, §81P, which will allow for the division of the Property as described in paragraph 1 above. Said plan will be recorded with the Registry of Deeds. All costs and expenses associated with obtaining the Endorsement will be bome by the Library. 3. The Historical Society will remain a separate entity, and the Strong Housewill continue to be owned and operated and maintained by the Historical Society in accordance withits Articles of Organization. The Historical Society will continue to care for the Strong House collections. 4, The Strong House and its collections will be staffed and maintained at the expense of the Historical Society. 5. The Library will be responsible for raising the funds needed to purchase the proposed portion of the Property. 6. The Library will remain a separate entity to be operated by the Library Board of ‘Trustees and the Town of Amberst in accordance with Chapter 512 of the Acts of 1972 of the General Court, amending Chapter 96 of the Special Acts of 1919, the Revised By- laws of the Jones Library, Incorporated, and the initiating By-laws of the Board of Trustees of the Town Library, as well as the Town of Amherst Town Manager Act, Chapter 11, Acts of 1951 as amended by Chapter 512 of the Acts of 1972; and the Town’s Personnel By-law. 7. The Library anticipates building an addition to the existing library building with financial support from the Town and private donations. The addition will be built in part on the Property, which the parties anticipate will have been conveyed to the Library in accordance with this Memorandum of Understanding. C, PURCHASE PRICE AND OTHER CONSIDERATION A ealth ed By SPO ego tit lens getermied BY 9°05 1. The Library will purchase a portion of the Historical Society property'for fair market value and will bear all reasonable and ctistomary Seller costs and expenses associated with this conveyance including, but not limited to, any survey, appraisal, title examination, attorneys fees, and the like. 2. Itis anticipated that the Town, the Library and the Historical Society will enter into a Jong-term collaboration with respect to the operation and use of adjoined buildings and the historical objects, publications, documents, and other materials maintained therein, which may include: (a) creation of a physical connection from the Library to the Strong House. (b) shared space in the expanded Library facility including climate- controlled archival storage space and processing.D. CONTINGENCIES: ‘The Historical Society's performance under the anticipated Agreement shall be contingent upon: Such Zoning Charges thet ey be needed, 1. prior approval by the Massachusetts Office of the Attorney General, Division of Public Charities and receipt of a judgment from the Massachusetts Probate Court (the “Approvals”) granting deviation from certain donor restrictions now preventing conveyance of any portion of the Strong House property: 2. receipt of a judgment from a court of competent jurisdiction confirming the Society is the sole owner of the property pursuant fo a quiet title action; and 3. continued ability to lease (1) an apartment in the Strong House to a private party/property overseer and (2) parking spaces on a portion of the property. retained by the strong House. E, TERM AND AMENDMENT Any party may terminate this MOU, with or without cause, upon 30 days prior vaitten notice to all other parties. This MOU may be amended by mutual written agreement of all parties. F. NOTICES Notices shall be hand-delivered or provided by a nationally recognized overnight mail service to the addresses set forth in the first paragraph hereof, as follows: In the case of the Town of Amherst , Town Manager ‘Town of Amherst 4 Boltwood Avenue Amherst, MA With a copy to: [ 1In the case of the Jones Library, Incorporated: Jones Library, Incorporated 43 Amity Street Amherst, MA With a copy to: C J In the case of the Amherst Historical Society: Georgia Barnhill, President Amherst Historical Society 67 Amity Street Amherst, MA With a copy to: Elizabeth 8. Reinhardt, Esq. ‘The Wheelhouse at the Bradford Mill 33 Bradford Street Concord MA 01742 WHEREFORE, the Parties hereto have executed this Memorandum of Understanding effective as of the date set forth above. Amherst Town Manager By:Jones Library Board of Trustees: By: 550097/AMHR/0064 ATTACHMENT — Amherst Historical Society Board of Trustees: By: Georgia Barahill, President duly authorized DISCUSSION DRAFT PLAN