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Smith Master Development Agreement-- Initial4%* SMITH COLLEGE Office of the Vice President for Finance and Administration Smith College Northampton, Massachusetts 01063 T (413) 585 -2200 F (413) 585 -2206 June 10, 2005 Hon. Mary Clare Higgins, Mayor City of Northampton 210 Main Street Northampton, MA 01060 Re: Master Development Agreement Smith College West Street, Green Street, Belmont Avenue Dear Mayor Higgins: This letter of intent (the "Letter ") sets forth the outline of the terms of a Master Development Agreement (the "Agreement ") to be entered into between the City of Northampton (the "City") and Smith College (the "College ") for the development of the College's campus in the West Street, Green Street, Belmont Avenue area of Northampton (the "Area "). The College presently owns a significant number of properties in the area and has a number of College buildings in the Area, including Garrison Hall, the parking facility, the Mendenhall Center for the Performing Arts, Sage Hall and Scott Gymnasium, as well as administrative buildings. It is the College's intent to direct and develop further campus expansion in the Area. Specific plans include the present plans for a three story, approximately 140,000 square foot engineering and molecular sciences building. Future plans include an additional 260,000 square feet of science and classroom space and integration of the Area into the College campus. The City is in the process of working with the developers of the former Northampton State Hospital as the Village at Hospital Hill to create a mixed use residential and commercial development for jobs and housing. Development of the West Street corridor is an important part of this plan and the City is interested in the long term planning objectives of the Village at Hospital Hill and the College in connection with the West Street corridor. The City has asked that the College enter into a Master Development Agreement to facilitate the City's planning process in connection with the development of the Village at Hospital Hill and the College's future development plans for the Area. This Letter sets forth the terms of that Agreement. June 10, 2005 Page 2 TERMS 1. Housing. The College and the City have agreed to the principle that the College's development in the Area will result in no "net" loss of housing in the: City. In furtherance of this principle, the College has already entered into preliminary agreements with Housing and Economic Resources for Women, Inc. to replace Green Street SROs should the College acquire HER's building, and has identified the first location for replacement units for other housing that will be displaced. To the extent possible, these units will be located within "walking distance" to downtown. 2: Residential Tenants. The College will work with residential tenants in the Area, on a case - by -case basis, to provide transition and relocation assistance. Every residential tenant relocated by the present project will have the opportunity to receive transitional assistance. 3. Commercial Tenants. The College will negotiate, on a case -by -case basis, with commercial tenants in the Area regarding the termination or non - renewal of any leases and any relocation assistance. As a result of the first project, the construction of the new Engineering and Molecular Sciences building, only the pizza shop tenancy is expected to be terminated. 4. Commercial Space. The College will participate in the long range planning of the Area with the City. The College has already funded the City for a planning study by Goody Clancy Associates, planners and architects. The College will work with the City to identify potential locations for public use space in the Area with a goal of achieving approximately 10,000 square feet of public use, including commercial, space. 5. De- Acquisitions. The College will agree in the Agreement to de- acquisition of the buildings and properties owned by the College between Forbes Library and the former First Baptist Church. 6. Real Estate Taxes. The College and the City agree in principle that the College's development in the Area will result in no "net loss" of real estate taxes to the City. This principle will be reflected in the Agreement through the establishment of an algorithm or other formula that factors in the addition of `replacement' housing units and payments to the City. 7. Zoning. The City will create a new zoning district for the Area consistent with the College's development and the City's planning objectives for the West Street corridor and the development of the Village at Hospital Hill. The Zoning District will have parking requirements based upon students and FTEs in accord with a parking plan agreed upon between the City and the College. June 10, 2005 Page 3 8. Streets. The City will work with the College to effect the discontinuance of Green Street and portions of Belmont Avenue and will immediately discontinue the unused ten (10') foot stub end of Arnold Avenue. The College and the City agree, by execution of this letter, to work to develop the Agreement contemplated herein and this Letter shall serve as the parties' agreement to effect these terms prior to the execution of the Agreement. Smith College (College) By Dat Ruth Constantine, Vice President for Finance and Administration Agreed: Date City of Northampton (City) M. Clare Higgins, Mayor