Amendment to Basement Agreement ‘This Amendment to Easement Agreement (this “Amendment” is entered into on this day of, 2015 by and between the Town of Amherst (che Foun"), « Massachuseits municipal conporation with is principal place of business located at 4 Boltwood Avenue, Amherst, MA 01002, acting by and through its Historical Commission (the Commission"), under the provisions of GL. c- 40, § 8D, as amended, and One East Pleasant, LLC C'1EP"), a Massachusetts imited liability company, having an address of 37 South Pleasant Street, Amherst, MA 01002, the current owner of the property on which the Easement {defined below) is located, having acquired title to said property by seven deeds recorded at Hampshire County Registy of Deeds on February 5, 2015, at Book 11864, Pages 5, 8, 12,16, 21,25, and 27 (the “Property”). By Instrument of Removal of Condominium from G.L.e. 183A, recorded on February 5, 2075, in said Repistty at Book 11864, Page 35, the Property acquired by TEP was removed from the provisions ofthe condominium statute (GL. . 183A). ‘Whereas, reference is made to the certain Basement Agreement executed and delivered by the Trustees of the Amherst Carriage Shops Condominium Trust (the “Trustes”), under & Declaration of Trust dated September 4, 1985, and recorded in the Hampshire Country Registry ‘of Dees at Book 2614, Page 137 (the Trustees”) the former owner ofthe Property, asa charitable gift to the Town, dated September 28, 2004, and recorded with suid Deeds in Book 8051, Page12 (the “Easement Agreement”), incorporated herein; Whereas the Easement Agreement rants the Town a perpetual and exclusive right and ‘casement ost and maintain «community history mural and appurtenant lighting and display features on s portion of the Property described inthe Master Deed othe Amherst Cariage Shops Condominium (dhe *Condomsiniun’), ecorded wi said Deeds in Book 3006, Page 36 (Ghe Property”), which poston would be visible by members ofthe public fom loca Property, andthe prpual ight and easement to acess he mural fr instalation and ‘maintenane purpose (the “Easement”; ‘Whereas, the partes agreed in the Easement Agreement thatthe Town may maintain the mural op a portion of the exterior wall of Building A (*Building A") on the Property, which wall i part ofthe common areas ofthe Condominium, and which port seseribed more particularly in the Easement Agreement and approximately shown as “Easement ‘ural wall” on Exhibit A attached to said Easement Agreemest (the “Initial Fasement Area”); ‘Whereas, the Tow exercised its rights under the Basement Agreement and a mural {depicting events and persons significant othe history, culture and/or community ofthe Town of ‘Amberst (the “Mural”) was painted by David Fichter (the “Artist” onthe Initial Easement Area hich is visible to members ofthe public in its entirety from the abutting Town cemetery; ‘Whereas, the Easement Agroement states thatthe Trustees “shall not undertake nor permit any activity which will alter or deface the appearance of the mural” ‘Wheres, the Property has been conveyed to IEP, subject to the Rasement, and IEP hereby confirms said Fasement,Whereas IEP requested, andthe Tovsm has agreed, onthe terms and conditions ofthis Amendment, sat Building A may be demolished in its entirety, ineuding portions of Building A containing the Mural and impacted by the Easement Agreement, on the condition that the Town shal have the right to install and maintain a mural similar tothe Mural on a portion ofthe wall oF ‘new building that isto be constructed on the Property (the “New Building”), at a locaton on the New Building that i similar tothe Initial Easement Area; Now, therefore, for good and valuable consideration andthe promises and covenants set forth herein, the Town and IEP hereby agree to and recognize the follows: 1. The Town's Easement runs with and binds the Property in perpetuity, as provided inthe Basement Agreoment, and IEP and the Town hereby ratify snd eonfim the rights ofthe parties thereunder. 2. ‘The Initial Easement Area identified and described in the Fasement Agreement represented the Tovn's and the Trustees’ then-current agreement onthe location ofthe Mural; 3. The Town agrees with IEP that, upon the demolition of Building A and the construction ‘of the New Building, the Init Easement Atea shall be relocated toa portion of the ‘exterior wall ofthe New Building substantially similar othe location, composition, ‘dimensions, and public visibility ofthe Inal Easement Area and acceptable to the Towa, and TEP (the “New Easement Area”), 4. LEP agroes that it shall install, at its sole cost and expense, a mural in or an the New Basement Area that is substantially similar tothe Mural (with such changes as are approved by the Tow in advance), painted by the Arist or by any other painter reasonably acceptable tothe Tovn 5. IEP agrees that it shall, at its sole cost and expense and prior tothe issuance of certificate of occupancy forthe New Building, arange, pay for, and record anew pl approved by the Tov to replace the curent Exhibit A, describing the New Basement ‘Area with particularity, showing the metes and bounds of the agreed-upon New Fasement ‘Area. IEP shall provide the Town witha plan at leas thirty 30) days prior tothe issuance ‘of the cetfeate of occupancy and obiain the Town's written approval taereot. 6. The Town and EP apyee to negotiate in good faith to amend the Easement to include ‘changes reasonably requested by the Historical Commission, which changes do not adversely affect 1EP's plans for the constuction ofthe New Building; 7. ‘The rights und easements ofthe parties under the Easement Agreement shall continue to run withthe Property, without interruption, it being the intention of the partes herein to ‘acknowledge thatthe Mural shall be removed and a mural shal be installed or painted in the New Easement Area,8, Nothing in this Amendment otherwise affects or impairs the Town's tights under the Easement Agreement in the Property ineluding, without limitation, the Towa’s rights of access, which are hereby ratified and shall continue infu free an effet, without foss ‘af continuity between the demolition ofthe Building A and completion ofthe New Building 9, The recitals to this Amendment are incorporated herein by reference.Executed under seal as ofthis day of 2015, ‘TOWN OF AMHERST, By its Historical Commission (ONE EAST PLEASANT, LLC By: Name Tie: COMMONWEALTH OF MASSACHUSETTS Hampshire, ss On this day of, 2015, before me, the undersigned Notary bli, personally appeared 5 member(s) ofthe Amberst {who proved o me through satisfactory evidence of ident sto ‘the person whose name is signed on the preceding or attached document, and acknowledged tome that elshethey signed it voluntarily for its stated purpose on behalf ofthe Town of Amber. (Oficial Signature and Seal of Notary}