125 WASHINGTON STREET- EASTERN BANK BUILDING SRA- CERTICIATE OF COMPLETION 2001 SRA - Certificate,of jT�- '2001
Completion: -`
125 Washington St. - Eastern
- Bank Blg
y
I,
r o Salem
Redevelopment
Authority
June 18, 2001
Bjorn A. Andersen
Counsellor at Law
Brown, Rudnick, Freed & Gesmer, P.C.
One Financial Center
Boston, MA 02111
Dear Mr. Andersen:
Enclosed please find the original, executed Certificate of Completion and Release of
Conditions for the Eastern Bank property located at 125 Washington Street, Salem, MA.
If I can be of any further assistance, please do not hesitate to contact me.
Sincerely,
je
phP. Walsh
utive Director
One Salem Green • Salem, Massachusetts 01970 • (978) 745-9595, Ext 311 • Fax (978) 740-0404
�d BROWN
00 RUDNICK 3 0
FREED & 3 ,.
GESMER
CFIXISTINE A.KENNEDY
REAL ESTATE PARALEGAL
Direct Dial: (617)8564568
Intemet E-Mail: ckennedy@brfg.com
May 18, 2001
Ms. Ellen Dubinsky
City of Salem Planning Board
120 Washington Street
Salem, Massachusetts 01970
Re: Certificate of Completion and Release of Conditions
Dear Ms. Dubinsky: .
As discussed, enclosed please find the Certificate of Completion and Release of Conditions
that we would like to have added to the June 13`s Agenda to have the Salem Redevelopment
Authority (SRA) sign off and approve.
I have also enclosed copies of the Deeds for your information.
Once the Certificate has been fully executed by the SRA,please forward it directly to my
attention.
Thank you for your assistance with this matter.
Very truly yours,
BR RUDNICK ED & GESMER,P.C.
stine A. Ke edy
Real-statural gal
CAK
Enclosures
cc: Jeffrey M. Freedman, Esquire (via e-mail)
Joseph R. SeraFini, Jr. (via facsimile)
#1017718 v\1-kennedca-k9y0L.doc -1988/239 -
A Partnership of
Professional Corporations
ONE FINANCIAL CENTER -
BOSTON,MASSACHUSETTS 02111
617-856-8200
Fax 617-856.8201
Hartford I Providence I London I Belgium
CERTIFICATE, OF COMPLETION AND
RELEASE OF CONDITIONS
SALEM REDEVELOPMENT AUTHORITY, a public body politic and
corporate, duly organized and existing pursuant to the General
Laws of Massachusetts having its office in Salem, Essex County,
Massachusetts, the Grantor in a deed to SALEM SAVINGS BANK, a
corporation duly established by law and havina its office in
Salem, Essex County, Massachusetts dated January 4 , 1973 .and
recorded in the Essex south District Registry of Deeds in Hook
5939, Page 081, and recorded anew in the Essex South District
Registry of Deeds in Book 5948 , Page 534, hereby release to said
SALEM SAVINGS BANK and others claiming by, through or under them
by instruments of record, the conditions, agreements and
restrictions contained in the covenants numbered second, third
and fourth of said Deed and of the Contract of Sale referred to
in said Deed.
In addition, said Authority does hereby certify that all
building construction and other physical improvements specified
to be done in the aforementioned Deed and the Contract of Sale
referred to therein have been performed and completed in
accordance with said Contract of Sale,
IN WITNESS WHEREOF, the said SALEM REDEVELOPMENT AUTHORITY
has caused its name to be signed and its corporate seal to be
hereto affixed by its Chairman hereunto duly authorized this
day of May, zoos.
Chairman
1
COMMONWEALTH OF MASSACHUSETTS
June
Essex, ss. May- , 2001
Then personally appeared the above-named
Chairman as aforesaid and acknowledged the
foregoing instrument to be the free act and deed of the Salem
Redevelopment Authority, before me,
Notary Public
My Commission Expires: A10,1 2-�)07
3/arena/i�lrm ratlevelopmenc release
2
9[i.
BK5939 PG08I
D E E D 73,rw
1
! '?LAN SALEM REDEVELOPMENT AUTHORITY, a public body politic and 4.5. y3�
. corporate, duly organized and existing pursuant to the General Law, 1
Of Massachusetts, having its office in Salem, Essex County, Massa-
:.chusetts, in consideration of Nine Thousand Thirty and no/100
($9,030.00.) Dollars paid, grants to SALEM SAVINGS BANK,.a corpora-
tion duly established by law and having its office in Salem, Essex 1
County, Massachusetts, all its right, title and interest in and to j
.. the following described land: i
i I
'- rrl c
Salem, Essex County, Massachusetts, shownonr Washington
ne
aPlanentitleder.tPro-I
Party Plan Project No. Mass.,..Ra95.,;ANeritage P -aza-F.est,-.Salem Redo-i�
velopment..Au;hority„3,Salem, Mass.,.:Scale-:-1"a10'-; -April 14,„1972; j
Whitman s Howard, Inc., Eng. and Arch." to be recorded herewith,
said parcel being bounded and described as follows:
WESTERLY by Washington Street, thirty-nine (39) feet; '
NORTHERLY by other land of the grantee, seventy-four and 4/100
(74.04) feet; i
EASTERLY by Higginson Square, on two (2) courses, twenty-four
and 76/100 (24.76) feet and eleven and 78/100 (11.78) j :+
feet, respectively; i
SOUTHERLY by other land now or formerly of the Salem Redevelop-
ment. Authority, seventy-two and 63/100 (72.63) feet.
f
Said premises containing 2,777 square feet of land according to Asaid plan.
For title reference, see Deed of Salem Savings Bank to the grantor
dated February 4, 1971, recorded with Essex South District Registry '
of Deeds, Book 5744, Page 113. 1
I
The Salem nod veto ment
even xlxiax -�---�-Authority,.hereby-assent, to the grant, of 1
andxrecord herewith, by George H. Sawtelltb the grantee
herein of an easement in the "Right o-f-Way`described in the deed
from Salem Redevelopmenf Authority to said George H. Sawtell, dated'
July 14, 1972, recorded with said Deeds, Book_5885, Page 678, for
access in the area of said
."Right of Way" for the purposes of origi-
__
' nal construction-and.maintenance thereafter b£ the Southerly tial) '
•.r;, and roof of any building now or hereafter to be erected in or upon
)
__
the parcel granted. .._. .. - j
The Salem Redevelo f Autbority hereby grants also to the grantee' ' I
ry,... as appurtenant to the parcel herein granted a per2ee tual easement in:
the grantor's retained_;area ] g y 1
yin Easter) of said Sawtell parcel � -
and a so l- igginson square, limited in scope to access therein for i
m — ---- -.._._ _._
y i the purposes of onganal construction and maintenance thereafter of,
the Southerly and Easterly.walls and roof of any building now or
_._.
hereafter to be erected in or upon the parcel herein granted.
- '` This Deed 1s made and executed upon and is subject to cer-
O Lain express conditions and covenants said conditions and covenant) I .
being a part of the consideration for the property hereby conveyed � .
and are to be taken and construed as running with the land and upon)
the continued observance of which and each of which,.with the soled
Y. {.` exception Of covenants numbered FIRST and FIFTH, the continued exist j
o,;•,-.' '^ j tence of the estate hereby granted shall depend, and the Grantee - i
hereby binds itself and its successors, assigns, grantees, and
lessees forever to these covenants and conditions which covenants
v + and conditions are as follows:
FIRST: The Grantee shall devote the property hereby con-
veyed only to the uses specified in'the applicable
the Urban Renewal Plan Or provisions of
approved modifications thereof;
u _
I
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tl:
r :
L_ .i
it
BK5939 PGO82
-2-
j SECOND: The Grantee shall pay real estate taxes or assess-
!Iments on the property hereby conveyed or any part thereof when due I
ri and shall not place thereon any encumbrance or lien other than for
Iltemporary and permanent financing of construction of the Improve-
provided
on the property hereby conveyed as provided for in the Con- (.
i(struction Plans, approved by the Grantor in accordance with Section
:1106, Part II of the Contract of Sale dated 8th day of September,
•`•_� ;`.1972, between the parties hereto, (hereinafter referred to as the i
1:.Contract of Sale") which Contract of Sale is oandfile
forin the
additional
;!office of the City Clerk of the City of Salem,
: funds, if any, in an amount not to exceed the consideration herein -
=specified, and shall not suffer any levy or attachment to be made
or any other encumbrance or lien to attach until the Grantor cer- I
improvr`-
'• tifics that all building construction and other physical
mems specifiec to be done arc made by tt,c Gr a:f c-c have beer com- 1
+t' pleted; j
THIRD: The Grantee shall commence promptly the construc-
tion of the aforesaid Improvements on the property hereby conveyed
in accordance with the said Construction Plans and shall prosecute
( diligently the construction of said Improvements to completion:
' provided, that in any event, construction shall commence within
TIN e days from t date of this Deed and shall be completed
within fourteen (14) months from the commencement of such construc-
t'.. `tion;
FOURTH: Until the Grantor certifies that all the aforesaid
{., ( Improvements specified to be done and made by the Grantee have been
i'•:. completed, the Grantee shall have no power to convey the-property ;
�y I;hereby conveyed or any part thereof without the prior written con-
Y,3' !'sent of the Grantor except to a Mortgagee or Trustee under a Mort-
' :gage or Deed of Trust permitted by this Deed, and, except as 1
" 1security for obtaining financing permitted by this Deed, there
r?�•' ;,shall be no transfer, and the Grantee shall not permit any transfer,
::by any party, owning ten percent a more of the stock of the
;'Grantee of such stock, nor shall there be, or be suffered to be by !'
''the Grantee, any other similarly significant change he the owner-
'`
ya ship of such stock or en the relative distribution thereof, or
f with respect to the identity of the parties me control ea the c
xz Grantee or the degree thereof, by any other method or means, z
including, but not limited to, increased capitalization, merger. f.
3e. issuance of additional or new stock
3- ' corporate or other amendments, i.
py
or classification of stock, or otherwise;
+) '•- - e FIFTH- ThGrantee agrees for himself and any successor
. in interest not he discriminate upon the basis of race, color,
i
-sex, religion, or national origin in the sale, lease or rental
.;F^ or in the use or occupancy of the property hereby conveyed or any `.
part thereof or of any Improvements erected or to be erected
;thereon or any part thereof.
~'�tt The covenants and agreements contained in the covenant
j�numhered FIRST shall terminate on March 23, 2012. The covenants ".
!:,andag
agreementscontained incovenants numbered SECOND;-THI RD,
iLFOURTH..shall terminateon the date the Grantor issues the Ce.=ii€- 1
!'.cote of .Completion as herein provided except only that the termi
! natii ert-�'Ghe covenant numbered SECOND shall in no way be. con-
Y 1 '.
LF
L '
7'
i�(d
i
BK5939 PGO83
1
-3-
. $trued-to-release.,the,.Grantee fromhis••obligation`"to--pay-realn
estate taxss.,,or assessments-on the.property-hereby:conveyed,-ora
P any�.part-thereof. The covenant numbered FIFTH shall remain in
ieffect without any limitation as to time. j . .
1 In case of the breach or violation of any one of the cove-
nants
ove-
nanis numbered SECOND, THIRD and FOURTH at any time prior to the
time the Grantor certifies that all building construction and
-S, other physical improvements have been completed, and in case such
breach or such violation shall not be cured, ended or remedied
within sixty (60) days after written demand by the Grantor so to
1'=1; do with respect tc covenant numb
Fourtl and three (J; months- -- _
after written demand by the Grantor so to do with respect to cove
✓` na nts numbered SECOND and THIRD (Provided, that a breach or viola
tion with respect to the portion of covenant numbered TRIAD, deal
ing with completion of the Improvements may be cured, ended, or
)C i remedied within six (6) months after written demand by the Grantor
p: .. so to do) or any further extension thereof that may be granted by
,s the Grantor in its sole discretion, then all estate, conveyed under,
this Deed, shall cease and determine,,and title in fee simple to 1
the same shall revert to and become reverted in the Grantor, or its
successors or assigns, and such title shall be reverted fully and i
completely in it, and the said Grantor, its successors or assigns,i
shall be entitled to and may of right enter upon and take posses-
sion of the said property: Provided, that any such revesting of I
title to the Grantor: i
I
(1) Shall always be subject to and limited by, and shall j
. t not defeat, render invalid, or limit in any way
i
(i) the lien of any mortgage or Deed of Trust per-
mitted by this Deed; and
y` (ii) any rights or interests provided in the Contract
of Sale for the protection of the trustees of any
such Decd of 'Prunt or the holders of any such
i mortgagel and
(2) In the event that title to the said property or part
thereof shall revest in the Grantor in accordance with
the provisions of this Deed, the Grantor shall pur-
suant to its responsibilities under applicable law use
r its best efforts to resell the property or part thereof
_ (subject to such mortgage liens as hereinbefore set
forth and provided) as soon and in such manner as the
x•.- Grantor shall find feasible and consistent with the
-'� objectives of such law, and of the Urban Renewal Plan,;
to a qualified and responnible party or parties (as
determined by the Grantor) who will assume the obliga—
tion of making or completing the Improvements or such i
F ! other SmprovemonW in their oton(l an nhall bo sntia-
factory to the Grantor and in accordance with the uses.
specified for the above described property or any part.:
thereof in the Urban Renewal Plan. Upon such resale
of the property the proceeds thereof shall be applied:!
.•t FIRST: to reimburse the Grantor, on its own behalf or.
on behalf to City of Salem for all costs and expenses :
hi. incurred by the Grantor including, but not limited to,'
salaries of personnel in connection with the recapture,
management and resale of the property or part thereof I
(but less any income derived by the Grantor from the
f•
I i
M5939 FG084
i:
property or part thereof inconnectionwith such
ii management) ; all taxes, assessments, and water and
sewer charges with respect to the property or part
thereof; any payments made or necessary to be made
to discharge any encumbrances or liens existing on
'.Y the property or part thereof at the time of revest-
ing of title thereto in the Grantor or to discharge
or prevent from attaching or being made any subse-
•� quent encumbrances or liens due to obligations, de-
,;�.; faults, or acts of the Grantee, his successors, or
transferees; and expenditures made or obligations
> incurred with respect to the making or completion
k of the Improvements or any part thereof on the pro-
perty or part thereof; and any amounts otherwise
i; owine the Grantor b_v thF Grantee ane 1.f success_=ore y
C: cranstcrecs; anc
j'
SECOND: to reimburse the Grantee, his successors or
i' transferees up to an amount equal to the sum of the
purchase price.paid by it for the property (or allo-
.' i cable to the part thereof) and the cash actually in-
?! vested by it in making any of the Improvements on the
property or part thereof, less any gains or income
9' withdrawn or made by it from this conveyance or from
the property.
=1
i; Any balance remaining after such reimbursements shall be retained
.r by the Grantor.
The Grantor shall be deemed a beneficiary of covenants num-
bered FIRST through FIFTH, and the United States shall be deemed a
beneficiary of the covenant numbered FIFTH, and such covenants '
F.F. shall run in favor of the Grantorandthe United States for the
.is entire period during which such covenants shall be in force and i
effect, without regard to whether the Grantor and the Unites States _
is or remains an owner of any land or interest therein to which
such covenants relate. As such a beneficiary, the Grantor, in the
!•� event of any breach of the covenant, and the United States in the ,
. event of any breach of the covenant numbered FIFTH, shall have the
i! F right to exercise all the rights and remedies-, and to maintain any
actions at law or suits in equity-or other proper proceedings to j
:; enforce the curing of such breach, to which beneficiaries of such
covenant may be entitled.
i
Promptly-after. .the completion of :the -aboy
p 1nstruconed Improve.
menta-Sd accordanc'e�ith-Che-provisions-ofthe- Construction-plans,:+
.� i tFe Grantor will furnish .the Grantee with an-appropriate instru-*
a mentr so-CeYC Sy.T -i-;raccordance- 8th the-teras of tAe Contract of'v
Salt'.'Such certification (and it shall be so provided in the cer-
tification itself) shall be a conclusive determination of satisfac-
. y 1; tion and termination of the agreements and covenants in the Con-
tract of Sale and in this Deed obligating the Grantee and his suc-
cessors and assigns, with respect to the construction of the Im-
provements and the dates for beginning and completion thereof: Pro-
vided, that if there is upon the property a mortgage insured, o;
a•� eFi�l -or owned, by the Federal Housing Administration and the Federal
Housing Administration shall havedetermined that all buildings
constituting a part of the Improvements and covered by such mort-
gage are, in fact, substantially completed in accordance with the
Construction Plans and are ready for occupancy, then, in such evert, _
the Grantor and the Grantee shall accept the determination of the
lI it
! j
F
�i
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BK5939 PG085
r
I
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i
Federal Housing Administration as to such completion of the con-
struction of the Improvements in accordance with Construction.
Plans, and, if the other agreements and covenants in the Agreement
obligating the Grantee in respect of the construction and comple-
tion of the Improvements have been fully satisfied the Grantor
shall forthwith issue its certification and such deY erminatior �
shall not Conrt:totr eoicer.cr c' Iona l:<.nc u: c: saiisiacu C,c. =try otligatior. ci the Grantee to any holder of a mo rtgage for
any insurer of a mortgage, securing money loaned to finance the
#- Improvements, or any part thereof.
.k, The certification provided for in the paragraph next above I 'I
shall be in such form as will enable it to be recorded in the pro-+
per office for the recordation of daeds and other instruments per
" taining to the property hereby conveyed. -If,-the ,Grantor•ah all re
fuse-or fail to,Provide.such-certification;: the Grantor •shalR;
within thirty,.,,(30)- days.'after written-request-by-the-Gran tee pro
vide..{the.Grantee with a-'written'.statementj, lndicating in what>rea! I .
pects.ahe Grantee-has fail
ed:to;duly complete said="Improvements,and �: i
what measures:. or actr will be necessary,'.inrthe`,opinion of-•the;,
I }
Grantor forxthe Grantee-.to take for-.perform--
such-:certification:s in order<to,obtain
The Grantor certifies that all conditions precedent to the
valid execution-and delivery of this Deed on its part have been
complied with and that all things necessary to constitute this
s. Deed its valid, binding and legal agreement on the terms and condi=
tions and for the purposes set forth herein have been done and per-
formed and have happened, and that the execution and delivery of
this Deed on its part have been and are in all respects authorized'
in accordance with law. The Grantee similarly certifies with ref-I '
erence to its execution and delivery of this Deed.
WZTNES$��the execution hereof this:*''rayeTHO1
.�. - 1972 ;
7: �`O III s. _
SALEM REDEVELOPMENTRITY �l
o Y
N`r '•,,(SEAL)•••'� WILLIAM J. WNTI,. VICE C}}AIAMAN I`
I Executive-Director
i
.l SALEM SAVINGS BANK
1 FTNESS: By
r1-2
< 11
TH OMMONWEALTH OF MASSACHUSETTS
Essex, ss.
Then personally a �! M 1972
P y_appeared the above 7" ed Wi lS ism J. Tinti, Vice
Choi noon as aforesa i.l, and acknowledged. th foregoing instrument to
.�• be the free act and deed of the Salem Redevelopment Authority.
l
NOTARY PUBLIC�- -
d '
ESSEX SS. RECORDEDI9I}. 2n u, PASTST,
+ I I
Y{�
4 '
ORIG. 1 Ec.. -3159, F..W1 BK 5 9 4 8 PG 5 3 4
II
D E E D'
SALEM .REDEVELOPMENT AUTHORITY, a public body politic and %a
.corporate, duly organized and existing n u
rauan
g P t t
e the G
of ti en
assachusetts, having its office in Salem, Essex Countye1Massaa:
I;chusetts, in consideration of Nine Thousand Thirty and no/100
1 ($9 , 030. 00) Dollars paid, grants to SALEM SAVINGS BANK, a corpora;:
.1tion duly established by law and having its office in Salem, Essen,
;County, Massachusetts, all its right, title and interest in and to,:
!::the following described land:
A certain parcel Of land, situated, on Washington Street,
'Salem,, Essex County, Massachusetts, shown on a plan entitled, '.'Pr
perty Plan Project No. Mass. R-95, Heritage Plaza-East, Salem Rede:
velopment Authority, Salem, Mass. , Scale : 1"=10 ' , April 14 , 19721
; Whit,nan & Howard, Inc. , Eng. and Arch. " to be recorded herewith,
;:said parcel being bounded and described as follows :
WE5'1'cRLY
by Washington Street,! thirty-nine (39) feet; It ,:NORT!IERLY by other land of the grantee, seventy-four and 4/100
(74 . 04) feet;
EASTeRLY by Higginson Square, on two (2) courses, twenty-four'
and 76/100 (24.76) feet and eleven and 78/100 (11.78)`
feet, respectively;
.'SOUTHERLY by other land now or formerly of the Salem Redevelop
ment Authority, seventy-two and 63/100 (72.63) feet.
:Said premises containing 2,777 square feet of land according to ;
: said plan.
;'For title reference, see Deed of Salem Savings Bank to the grantor
dated February 4 , 1971, recorded with Essex South District Regist
Of Deeds, Book 5744, Page 113.
:The Salem Redevelopment Authority hereby assents to the grant, of
even d?11RxRXE1xrecord herewith, by George H. Sawtell to the grantee
herein of an easement in the "Right of Way" described in the deed ii
from Salem Redevelopment Authority to said George H. Sawtell, date
July 14 , 1972,' recorded with said Deeds, Book 5885, Page 678, for:rJ
:access in the area of said "Right of Way" for the purposes of orig '
nal construction and maintenance thereafter of the Southerly wall,;;
;'and roof of any building now or hereafter to be erected in or upoI
;the parcel granted.
The Salem Redevelopment Authority hereby grants also to the grante''
�� 11 las appurtenant to the parcel herein granted a perpetual easement iii
wathe grantor' s retained area lying Easterly of said Sawtell parcel..i
nd also in Higginson Square, limited in scope to access 'therein fo
;the purposes of original construction and maintenance thereafter of
:the Southerly and Easterly walls and roofof any building now or
herea,ter to be erected in or upon the parcel herein granted.
( rt
This Deed is made and executed upon and is subject to cer
tain express conditions and covenants, said con ditio
being a part of the consideration for the propens and covenant
rty hereby conveyed`'
1161 and a..e to be taken and construed as running with the land and upon
w :the continued observance' of .which and each of which, with the sole.'
M I . ?.. i exception of covenants numbered FIRST and FIFTH, the continued exiC'
''' ' tence of the estate hereby granted shall depend, and the Grantee
hereby binds itself and its successors, assigns, grantees, and
"lessees forever to these covenants and conditions which covenants?;
n Fes'._.
'rn !and conditions are as follows : -•�
D FIRST: The Grantee shall devote the prope provisions of
erty hereby con- ',.'
. t-� veyed only to the uses specified in the applicabl
:the Urban Renewal Plan or approved modifications thereof;
�I
IL
BK5948 PG535
I
-2-
SECOND: The Grantee shall pay real estate taxes or assess
;�ments on the property hereby conveyed or any part thereof when due :
and shall not place thereon any encumbrance or lien other than for
temporary and permanent financing of construction of the Improve-
; ments on the property hereby conveyed as provided for in the Con-
struction Plans, approved by the Grantor in accordance with Section
106 , Part II of the Contract of Sale dated 8th day of September,
1972 , between .the parties hereto, (hereinafter referred to as the !
"Contract of Sale") which Contract of Sale is on file in the
office of the City Clerk of the City of Salem, and for additional
funds, if any, in an amount not to exceed the consideration herein
specified, and shall not suffer any levy or attachment to be made
or any other encumbrance or lien to attach until the Grantor cer-
tifies that all building construction and other physical improve-
ments specified to be done and made by the Grantee have been com-
pleted;
THIRD: The Grantee shall commence promptly -the construe-
tion of the aforesaid Improvements on the property hereby conveyed
! in accordance with the said Construction Plans and shall prosecute !
;;diligently the construction of said Improvements to completion:
Provided, that in any event, construction shall commence within
:T17773T days from the date of this Deed and shall be. completed
; within fourteen (14) months from the commencement of such construc-
tion;
{
FOURTH: Until the Grantor certifies that all the aforesaid:
Improvements specified to be done and made by the Grantee have been
;! completed, the Grantee shall have no power to convey the property . ;
hereby conveyed or any part thereof without the prior written con- ,
sent of the Grantor except to a Mortgagee or Trustee under a .Mort
. gage or Deed of Trust permitted by this Deed, and, except as
security for .obtaining financing permitted by this Deed, there
shall be no transfer, and the Grantee shall not permit any transfer,
; by any party, owning ten percent or more of the stock of the
Grantee of such stock, nor shall there be, or be suffered to be by :
.J' the Grantee, any other similarly significant change in the owner-
ship of such stock or in the relative distribution thereof, or
with respect to the identity of the parties in control of the
, Grantee or the degree thereof, by any other method or means,
(` ;. including, but not limited to, increased capitalization, merger, i
corporate or other amendments, issuance of additional or new stock;
or classification of stock, or otherwise;
FIFTH: The Grantee agrees for himself and any successor
in interest not to discriminate upon the basis of race , color,
sex, religion, or national origin in the sale, lease or rental
or in the use or occupancy of the property hereby conveyed or any
;;part thereof or of any Improvements erected or to be erected
,. thereon or any part thereof.
i
The covenants and agreements contained in the covenant i I
numoered FIRST shall terminate on March 23, 2012. The covenants i
. and agreements contained in covenants numbered SECOND, THIRD, and 1
FOURTH shall terminate on the date the Grantor issues the Certifi
i. cate of Completion as herein.provided except only that the termi- ;
. nation of the covenant numbered SECOND shall in no way be con-
i.
i
aK5948 PG 536
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strued to release the Grantee from his obligation to pay real
fl estate taxes or assessments on the property hereby conveyed or
Iany part thereof. The covenant numbered FIFTH shall remain in
I effect without any limitation as to time,
li In case of the breach or violation of any one of the cove-
i, ntime
ants numbered SECOND, THIRD and FOURTH at any time prior to the
I other tphysicalhe or certifies improvementsthat haveall beencompleted,ilding
andincase
scodsuch
; breach or such violation shall not be cured, ended or remedied
within sixty (60) days after written demand by the Grantor so to
; do with respect to covenant numbered Fourth and three (3) months r
l, after written demand by the Grantor so to do with respect to cove- '
Inants numbered SECOND and THIRD (Provided, that a breach or viola- .°j
! tion with respect to the portion of covenant numbered THIRD, deal- r'
, ing with completion of the Improvements m
remedied within six (6) months after writtenbdemanddbyethedGrantor �
so to do) or any further extension thereof that may be granted b
; the Grantor in its sole discretion, then all estate, conveyed. y
this Deed, shall cease and determine, and title in fee simple to
the same shall revert to and become revested in the Grantor, or it .
; successors. or assigns, and such title shall be revested fully and
.' completely in it, and the said Grantor, its successors or assigns, :
shall be entitled to and may of right enter upon and take posses-
Sion of the said property: Provided, that any such revesting of
Ititle to the Grantor:
i�
(1) Shall always be subject to and limited by, and shall
is
not defeat, render invalid, or limit in any way
(i) the lien of any mortgage or Deed of Trust per-
mitted by this Deed; and
ij
any rights or interests provided in the Contract
of Sale for the protection of the trusteesof any '
such Deed of Trust or the holders of any such s
mortgage; and
(2) In the event that title to the said property or part ;.
thereof shall revest in the Grantor in accordance with .:
the provisions of this Deed, the Grantor shall pur-
suant to its responsibilities under applicable law use
' ts best efforts to resell the property or part thereo '
(subject to such mortgage liens as hereinbefore set
forth and provided) as soon and in such manner as the
Grantor shall find feasible and consistent with the
�j objectives of such law, and of the Urban Renewal Plan, s,
to a qualified and responsible party or parties (as
l determined by the Grantor) who will assume the obliga-
tion of making or completing the Improvements or such ci
other improvements in their stead as shall be satis-
factory to the Grantor and in accordance with the uses r,
thereofeinfor thethe Urbanove Renewalribed Plan.prUpontsuch reor salert ;i;
of the property the proceeds thereof shall be applied: F`
is FIRST: to reimburse the Grantor, on its own behalf or °i`
ji on a alf to City of Salem for all .costs and expenses 1
:,
i; incurred by the Grantor including, but not limited to, a
salaries of personnel in connection with the recapture s
management and resale of the property or part thereof
i (but less any income derived by the Grantor from the
H
�p
BK5948 PG537
-4-
property
4-property or part thereof in connection with such
management) ; all taxes, assessments, and water and
server charges with respect to the property or part
r thereof; any payments made or necessary to be made
to discharge any encumbrances or liens existing on
I the property or part thereof at the time of revest-
ing of title thereto in the Grantor or to discharge
or prevent from attaching or being made any subse-
quent encumbrances or liens due to obligations, de-
faults, or acts of the Grantee, his successors, or
transferees; and expenditures made or obligations
incurred with respect to the making or completion
of the Improvements or any part thereof on the pro-
perty or part thereof; and any amounts otherwise
owing the Grantor by the Grantee and his successors
or transferees; and
SECOND: to reimburse the Grantee, his successors or
transferees up to an amount equal to the sum of the
purchase price paid by it for the property (or allo-
cable to the part thereof) and the cash actually in-
vested by it in making any of the Improvements on the
property or part thereof, less any gains or income
withdrawn or made by it from this conveyance or from
the property.
Any balance remaining after such reimbursements shall be retained
by the Grantor.
The Grantor shall be deemed a beneficiary of covenants num-
bered FIRST through FIFTH, and the United States shall be deemed a
beneficiary of the covenant numbered FIFTH, and such covenants
shall run in favor of the Grantor and the United States for the
entira period during which such covenants shall be in force and
effect, without regard to whether the Grantor and the Unites States
is or remains an owner of any land or interest therein to which
such covenants relate. As such a beneficiary, the Grantor, in the
event of any breach of the covenant, and the United States in the
event of any breach of the covenant numbered FIFTIi, shall have the
right to exercise all the rights and remedies, and to maintain any
actions at law or suits in equity or other proper proceedings to
enforce the curing of such breach, to which beneficiaries of such
covenant may be entitled.
Promptly 'after the completion of the above-mentioned Improve-
ments in accordance with the provisions of the Construction Plans,
the Grantor will furnish the 'Grantee with an appropriate instru-
ment so certifying in accordance with the terms of the Contract of
Sale. Such certification (and it shall be so provided in the cer-
tification itself) shall be a conclusive determination of satisfac-
tion and termination of the agreements and covenants in the Con-
tract of Sale and in this Deed obligating the Grantee and his suc-
„I cessocs and assigns, with respect to the construction of the Im-
! prove:nents and the dates for beginning and completion thereof : Pro=
vided , that if there is upon the property a mortgage insured, or
held or owned, by the Federal Housing Administration and the Federal
Housing Administration shall have determined that all buildings
constituting a part of the Improvements and covered by such mort-
gage are , in fact, substantially completed in accordance with the
Construction Plans and are ready. for occupancy, then, in such event,
the Grantor and the Grantee shall accept the determination of the
i
ri.
i
ii BK5948 PG538
I'
r
_5w �
I! Federal Housing Administration as to such completion of the con- :,.
struction of the Improvements in accordance with Construction
I Plans, and, if the other agreements and covenants in the Agreemen
II obligating the Grantee in respect of the construction and comple-
tion of the Improvements have been fully satisfied the- Grantor
ii shall forthwith issue its certification and such determination ..
shall not constitute evidence compliance with or satisfaction",
of any obligation of the Granteeof to any holder of a mortgage,or ,
it any insurer of a mortgage, securing money loaned to finance the !,
Improvements, or any partt hereof.
The certification provided for in the paragraph next above
I' shall be in such form as will enable it to be recorded in the pro
Per office for the recordation of deeds and other instruments per
-
q: taining to the property hereby conveyed. If the Grantor shall re-
fuse or fail to provide such certification, the Grantor shall,
I! within thirty (30) days after written request by the Grantee pro
vide the Grantee a in what
ti i pects the Grantee hash failedttondulytcomplete nsaidtinImprovementsran
what measures or acts will be necessary, in the opinion of the
Grantor, for the Grantee to
take
or
perform
in order such certification.
to obtain
The Grantor certifies that all conditions precedent to the
valid execution and delivery of this Deed on its part have been
complied with and that all things necessary to constitute this
Deed its valid, binding and legal agreement on the terms and condir
tions and for the purposes set forth herein have been done and per
rormed and have happened, and that the execution and delivery of
this Deed on 'its part have been and are in all respects authorized
in accordance with law. The Grantee similarly certifies with ref-
erence to its, execution and delivery of this Deed.
j I
WITNESS the execution hereof this yTA day of
GL.•.K.-u� 191
�n SALEM REDEVELOPMENT THORITY
By
i
'•, ( EAh)',`. IAl1 J. NTI, VICE CHAI&.ML
Executive-Director
/ SALEM SAVINGS BANK
�j W�PPNESS: By
TH OMMONWEALTH OF MASSACHUSETTS
Essex, ss.
�j Then personally appeared the above 1913 .
7n�s�-mMNan
Chairman as aforesaid, and acknowledged tH2 foregoing strum TinteVic
ji be the free act and deed of the Salem Redevelopment Authority, t
j
i;
c(it� j
NOTARY
PUBLIC. .-
ESSEX S. . RECORDED_=
--LlL11I. PAST�L _ ��I INST. # ,/(o/
t '
i
M0 BROWN
WR RUDNICK
FREED & 3�Qh
GESMER 3
CHRISTINE A.KENNEDY
REAL ESTATE PARALEGAL
Direct Dial (817(8564563 -
Internet E-Mail: ckennedy@brfg.com
May 18, 2001
Ms. Ellen Dubinsky
City of Salem Planning Board
120 Washington Street
Salem, Massachusetts 01970
Re: Certificate of Completion and Release of Conditions
Dear Ms. Dubinsky:
As discussed, enclosed please find the Certificate of Completion and Release of Conditions
that we would like to have added to the June 13" Agenda to have the Salem Redevelopment
Authority (SRA) sign off and approve.
I have also enclosed copies of the Deeds for your information.
Once the Certificate has been fully executed by the SRA, please forward it directly to my"
attention.
Thank you for your assistance with this matter.
Very truly yours,
BRO RUDNICK ED & GESMER, P.C.
w
stine A. e edy
Rea tat�aral gal
CAK
Enclosures
cc: Jeffrey M. Freedman, Esquire (via e-mail) S
Joseph R. SeraFini, Jr. (via facsimile)
#1017718 v\1-kennedca-It9y01!.doc -1988/239
A Partnership of
Professional Corporations
ONE FINANCIAL CENTER
BOSTON,MASSACHUSETTS 02111
617-856-8200
Fax 617-856-8201
Hartford/Providence I London/Belgium
CERTIFICATE OF COMPLETION AND
RELEASE OF CONDITION
SALEM REDEVELOPMENT AUTHORITY, a Public body politic and
corporate, duly organized and existing pursuant to the General
Laws of Massachusetts having its office in Salem, Essex county,
Massachusetts, the Grantor in a deed to SALEM SAVINGS BANK, a
corporation duly established by law and having its office in
Salem, Essex County, Massachusetts dated January 4 , 1973 and
recorded in the Essex South District Registry of Deeds in Book
5939, Page 081, and recorded anew in the Essex South District
Registry of Deeds in Book 5948 , Page 534, hereby release to said
SALEM SAVINGS BANK and others claiming by, through or under them
by instruments of record, the conditions, agreements and
restrictions contained in the covenants numbered second, third
and fourth of said Deed and of the Contract of Sale referred to
in said Deed.
In addition, said Authority does hereby certify that all
building construction and other physical improvements specified
to be done in the aforementioned Deed and the Contract of Sale
referred to therein have been performed and completed in
accordance with said Contract of Sale.
IN WITNESS WHEREOF, the said SALEM REDEVELOPMENT AUTHORITY
has caused its name to be signed and its corporate seal to be
hereto affixed by its Chairman hereunto duly authorized this _
day of May, 2001.
Chairman
1
COMMONWEALTH OF MASSACHUSETTS
Essex, ss. May 2001
Then personally appeared the above-named
Chairman as aforesaid and acknowledged the
foregoing instrument to be the free act and deed of the sa1em
Redevelopment Autharity, before me,
Notary Public
My Commission Expires:
0/arena/aalem redevelapmenr release 5.27.01
2
BK5939 PG08I i
Gmau
_ DEE D
SALEM REDEVELOPMENT AUTHORITY, a public body politic and 7p y3�
, corporate 0 of Massachusetts,rhavingdits dOffice existing
Salem, Essex tCountyhe erMassa-
chusetts, in consideration of Nine Thousand Thirty and no/100
($9,030.00) Dollars' aid, ;i
-tion duly established by lawandhavingEitaAoffice VINGS BinxSala corpora
em, ssex
i County, Massachusetts, all its right, title and interest in and to
the following described land:
A certain parcel of land, situated on Washington Street,
='• Salem, Essex Count
Perty Plan ProjectYNOMaMasshuRe959,Heritagewn nPlaza�Easitisle
alem Redo
Whitman
Authority, Salem, Mass., Scale: 1"-10', April 14, 1972,
Whitman S Howard, Inc., Eng. and Arch." to be recorded h
said Parcel being bounded and described as follows: erewith,
WESTERLY by Washington Street, thirty-nine (39) feet
NORTHERLY by other land of the
grantee, seventy-four and 4 100
EASTERLY (74.04) feet, /
by Higginson Square, on two (2) courses, twenty-four
feandt (11.78)
76/100 (24.76) feet and eleven and 78/100
e . e , respectively; :)
SOUTHERLY by other land now or formerly of the Salem Redevelop-
ment Authority, seventy-two and 63/100 (72.63) feet. I
Said Premises containing 2,777 square feet of land according to
said plan.
For title reference, see Deed of Salem Savings Hank to the grantor
dated February 4, 1971, recorded with Essex South District Registry! ';-
Of Deeds, Book 5744, Page 113.
e
The Salem Rp-gvq!IOPment Authority-hereby_assents
xd
even Nmrannnx record herewitto the grant, of
h, by George H__ Sawtell--to the grantee
herein of an easement in the "Right o-f-"Way"described in the deed
from Salem Redevelopment Authority-to said George H. Sawtell, dated
e '
July 14, 1972, recorded with said Deeds, Hook 5865, Page 678, for
' access in the area of Said "Right of Way" for-the
-_ . ._
and
urposes
' nal constructionbuildi -fiowance thereafter of thepSoutherlyfwa llQ1�7
•. and_roof of any build ing now or hereafter to be erected in-or_-apon
the parcel granted. _ I
- The Salem Redev io ,-,_t_Authority hereby � -
�,.., as appurtenant to the parcel herein rants also to the grantee;
granted a perpetual easement in'
the grantor's retained area lying.Easterly of said Sawtell parcel
and a so in-A1gg1nson_Square, limited in scope to access therein for
the purtherl of original construction and maintenance thereafter ofi
the Southerly and Easterly.walls and roof of any building now thereafter
'' "• heieefter to be erected in or upon the '
" parcel herein granted.
This Deed is made and executed upon and is subject to cer-
tai
n express conditions and covenants, said conditions and covenants
x „ -) being a part of the consideration for the property hereby conveyed
and are to be taken and construed as running with the land and upon)
the continued observance of which and each of which,.with the solei
exception of covenants numbered FIRST and FIFTH, the continued exist I
0.h ",1 tence of the estate hereby granted shall depen
'P' : Y d, and the Grantee:; hereb binds itself and its successors, ass ns,
grant , and
lessees forever to these covenants and conditions whicheescovenants
_ and cond_tions are as follows:
� ; � :.'r •-r � FIRST: The Grantee shall devote the property hereby con- I E
veyed only to the uses specified in the applicable Provisions of
the Urban Renewal Plan or approved modifications thereop,
�'. ,,......r
ti
j BK5939 PG082
jl ).
-2-
_ I
jSECOND: The Grantee shall pay real estate taxes or assess-
!iments on the property hereby conveyed or any part thereof when due
;land shall not place thereon any encumbrance or lien other than for i
iitemporary and permanent financing of construction of the Improve-
iments on the property hereby conveyed as provided for in the Con-
i!struction Plans, approved by the Grantor in accordance with Section
:!106, Part II of the Contract of Sale dated 8th day of September,
.!1972, between the parties hereto, (hereinafter referred to as the 1
':"Contract of Sale") which Contract of Sale is on file in the
I1'office of the City Clerk of the City of Salem, and for additional i
C :`funds, if any, in an amount not to exceed the consideration herein
- specified, and shall not suffer any levy or attachment to be made g
_ or any other encumbrance or lien to attach until the Grantor cer- i
1tifics that all building construction and other physical improve- I
.f? `meets specified to be done and made by the Grantee have been com- 'f
pleted;
THIRD: The Grantee shall commence promptly the construey
ed
tion of the aforesaid Improvements on the property hereby convey
in accordance with the said Construction Plans and shall prosecute
diligently the construction of said Improvements to completion:
' Provided, that in any event, construction shall commence within
ive ST days from the date of this Deed and shall be completed
within fourteen (14) months from the commencement of such construc-
tion;
$". FOURTH: Until the Grantor certifies that all the aforesaid
Improvements specified to be done and made by the Grantee have been '
5" !completed, the Grantee shall have no power to convey the- property
!;hereby conveyed or any part thereof without the prior written con-
':sent of the Grantor except to a Mortgagee or Trustee under a Mort-
i,gag or Deed of Trust permitted by this Deed, and, except as
'Y;> .'security for obtaining financing permitted by this Deed, there
shall be no transfer, and the Grantee shall not permit any transfer,
�;by any party, owning ten percent or more of the stock of the
�.,
�Z. hGrantee of such stock, nor shall there be, or be suffered to be by
the Grantee, any other similarly significant change in the owner-
ship of such stock or in the relative distribution thereof, or
-
with respect to the identity of the parties in control of the
Grantee or the degree thereof, by any other method or means,
yN
;qa including, but not limited to, increased capitalization, merger.
' corporate or other amendments, issuance of additional or new stock
or classification of stock, or otherwise; I.
FIFTII; The Grantee agrees for himself and any successor
. in interest not to discriminate upon the basis of race, color,
`sex, religion, or national origin in the sale, lease or rental
it
or in the use or occupancy of the property hereby conveyed or any
; part thereof or of any Improvements erected or to be erected f
;thereon or any part thereof.
r
The covenants and agreements contained in the covenant
5.;. ,numbered FIRST shall terminate on March 23, 2012. The covenants
i
4 :-and agreements contained in covenants numbered SECOND, THIRD, and
j:FOURTH shall terminate on the date the Grantor issues the Ccx±-Ui.
Ii tate of Completion as herein provided except only that the termi-
ina_ ion of the covenant numbered SECOND shall in no way be con-
is
Vii. II
I
i
x �
�vy 1
BK5939 PGO83
I
-3-
. strucd to release the Grantee from his obligation to pay real ,
•>• estate taxes or assessments on the property.hereby conveyed or
any part thereof. The covenant numbered FIFTH shall remain in
effect without any limitation as to time. I
In case of the breach or violation of any one of the cove-
'' I - nants numbered SECOND, THIRD and FOURTH at any time prior to the
- time the Grantor certifies that all building construction and
?'. other physical improvements have been completed, and in case such
breach or such violation shall not be cured, ended or remedied
�;. within sixty (60) days after written demand by the Grantor so to
do with respect to covenant numbered Fourth and three (3) months
after written demand by the Grantor so to do with respect to cove-
nants numbered SECOND and THIRD (Provided, that a breach or viola-:
tion with respect to the portion of covenant numbered THIRD, deal-
ing with completion of the Improvements may be cured, ended, or
i remedied within six (6) months after written demand by the Grantor
.: so to do) or any further extension thereof that may be granted by ;
,e- the Grantor in its sole discretion, then all estate, conveyed under
I this Deed, shall cease and determine,.and title in fee simple to i
_ the same shall revert to and become revested in the Grantor, or its
successors or assigns, and such title shall he revested fully and i
completely in it, and the said Grantor, its successors or assigns,1
shall be entitled to and may of right enter upon and take posses-
sion of the said property: Provided, that any such revesting of I
title to the Grantor:
i
I
(1) Shall always be subject to and limited by, and shall j
not defeat, render invalid, or limit in any way
i+ (i) the lien of any mortgage or Deed of Trust per-
mitted by this Deed; and
y` (ii) any rights or interests provided in the Contract `
of Sale for the protection of the trustocsof any
ouch Doral of Trust or tho holders of any such
mortgagcl and
s
(2) In the event that title to the said property or part
thereof shall rovest in the Grantor in accordance with
. the provisions of this Deed, the Grantor shall pur-
suant to its responsibilities under applicable law use
its best efforts to resell the property or part thereof
(subject to such mortgage liens as hereinbefore set
forth and provided) as soon and in such manner as the
7 Grantor shall find feasible and consistent ,with the
objectives of such law, and of the Urban Renewal Plan,.
to a qualified and responnible party or portion (on
j determined by the Grantor) who will assume the obliga-j
tion of making or completing the Improvements or such i
other improvements in their otond no shall ho nntln-
factory to the Grantor and in accordance with the uses.
specified for the above described property or any part:
thereof in the Urban Renewal Plan. Upon such resale
7 of the property the proceeds thereof shall be applied`:
o' FIRST: to reimburse the Grantor, on its own behalf or.
on behalf to City of Salem for all costs and expenses
i incurred by the Grantor including, but not limited to,'
salaries of personnel in connection with the recapture,
management and resale of the property or part thereof I
(but less any income derived by the Grantor from the i
i I
j
j
4_
11 f'
jI 8k5939 PGO84
r, r.
4
property or part thereof inconnection with such
i, management); all taxes, assessments, and water and
sewer charges with respect to the property or part
thereof; any payments made or necessary to be made
1: to discharge any encumbrances or liens existing on
' the property or part thereof at the time of revest-
ing of title thereto in the Grantor or to discharge
or prevent from attaching or being made any subse- 1
Ikr.: ii quent encumbrances or liens due to obligations, de-
faults, or acts of the Grantee, his successors, or
- transferees; and expenditures made or obligations
'S incurred with respect to the making or completion
�;.`. of the Improvements or any part thereof on the pro-
.! perry or part thereof; and any amounts otherwise
owing the Grantor by the Grantee and his successors ?
or transferees; and
I
SECOND: to reimburse the Grantee, his successors or
transferees up to an amount equal to the sum of the
• purchase price.paid by it for the property (or
allo-cable to the part thereof) andthe cash actually in-
;t vested by it in making any of the Improvements on the
property or part thereof, less any gains or income
withdrawn or made by it from this conveyance or from
*i the property.
Any balance remaining after such reimbursements shall be retained
by the Grantor,
-'i The Grantor shall be deemed a beneficiary of covenants num-
. bered FIRST through FIFTH, and the United States shall be deemed a
beneficiary of the covenant numbered FIFTH, and such covenants
} shall run in favor of the Grantor and the United States for the ;
entire period during which such covenants shall be in force and
'v effect, without regard to whether the Grantor and the Unites States
•L�;,: is or remains an owner of any lard or interest therein to which
•' such covenants relate. As such a beneficiary, the Grantor, in the
i event of any breach of the covenant, and the United States in the
I .: event of any breach of the covenant numbered FIFTH, shall have the
y' !; right to exercise all the rights and remedies and to maintain any
ii actions at law or suits in equity.or other proper proceedings to
enforce the curing of such breach, to which beneficiaries of such' covenant may be entitled.
Prompt after the completion of the abov
j o�entioned Improve- f,
;; ments in accordanc�✓ith-the�rovisionsof the Con struction_-Trf ns,
tKe Grantor will furnish the Grantee with an appropriate instru-
ij ment so-CertiYying-in-accordance with the to[,is of the Contract of
sale: Such certification (and it shall be so provided in the cer-
tification itself) shall be a conclusive determination of satisfac-
.;' !; tion and termination of the agreements and Covenants in the Con-
tract of Sale and in this Deed obligating the Grantee and his suc-
,{; „ cessors and assigns, with respect to the construction of the Im-
provements and the dates for beginning and completion thereof: Pro-
vided, that if there is upon the property a mortgage insured, of=
old or owned, by the Federal (lousing Administration and the Federal
Housing Administration shall have determined that all buildings
s .; constituting a part of the Improvements and covered by such mort-
gage are, in fact, substantially completed in accordance with the
Construction Plans and are ready for occupancy, then, in such ewmt,
fgSd� :i the Grantor and the Grantee shall accept the determination of the
it
i
i
y.
BK5939 PGO85
Y
-5-
Federal Housing Administration as to such completion of the con- '
struction of the Improvements in accordance with Construction.
Plans, and, if the other agreements and covenants in the Agreement! ,
obligating the Grantee in respect of the construction and comple- '
tion of the Improvements have been fully satisfiedthe an
v shall forthwith issue its certification and such determinationI
shall not constitute evidence of compliance with or satisfaction
of any obligation of the Grantee to any holder of a mortgage,or
y . any insurer of a mortgage, securing money loaned to
Improvements, or any part thereof. finance the'
d: The certification provided for in the paragraph next above I ;�
shall be in such form as will enable it to be recorded in the pro-
.
ther instruments Per--
er- I per office for the recordation ofebeds and o .:�
- 5. taining to the Property hereby conveyed. If the Grantor shall re-
fuse or fail to provide such certification, the Grantor shall,
within thirty (30) days after written request by the Grantee pro-
vide the Grantee with a writtenstatement, indicating in what res- I
pects_the Grantee has failed to duly complete said Improvements and i
what measures or acts will be necessary, in the opinion of the 1
Grantor, for the Grantee to take or perform in order to obtain
such certification.
The Grantor certifies that all conditions precedent
valid execution and delivery of this Deed on its part have beenhe J
compliedd with and that all things necessary to constitute this I
5: Deed 'i is valid, binding and legal agreement on the terms and condi.-
tions and for the purposes set forth herein have been done and per-
formed and have happened, and that the execution and delivery of
this Deed on its part have been and are in all respects authorized!
i„. in accordance with law. " The Grantee similarly certifies with ref
erence to its execution and delivery of this Deed.
I'
WITNESS the execution hereof this ;�wda of
y A..�w�y 1972. !i
SALEM REDEVELOPMENT THORITY.
By
^� .(SLAG) I7ILLIAtt J. INTI,. VICEClD1IAMAN
� • r;,
I Executive-Director
SALEM SAVINGS BANK "
,7TNESS: By
', t2
VU a
ii.
TH OMMONWEALTH OF MASSACHUSETTS
1, Essex, ss.
Then personally a 7n/�ed ed '1^4y 1972 1
Chathe n as aforesaid, andacknowledgedegoing instrument J. ,to e
ham
e the free act and deed of the Salem Redevelopment Authority.
IY
V.
NOTARY � �
FSSEX SS. RECORDED_ 197 -�i PAST-4—
y �
I
'ZC07DED L`:'_l7
orzG. FEC.. 1 ",39r.;�') BK 5 9 4 8 PG 5 3 4
i
D E E D
SALEM REDEVELOPMENT AUTHORITYg a `
'.corporate, duly organized and existinpublic body politic and ;
g pursuant to the General Law
of Massachusetts, having its office in Salem, Essex County, Massa?'
chusetts, in consideration of Nine Thousand Thirty and no/100
; (39,030. 00) Dollars paid, grants to SALEM SAVINGS BANK, a corpora
!tion duly established by law and having its office in Salem, Essex..
;;County, Massachusetts, all its right, title and interest in and to
:the following described land:
A certain parcel of land, situated, on Washington Street, ,ci:
,'Salem, Essex .County, Massachusetts, shown on a plan entitled, "Pro.
perty Plan Project No. Mass. R-95, Heritage Plaza-East, Salem Rede;
.velopment Authority, Salem, Mass. , Scale: 1"=10' , April 14 , 1972,
Whitman & Howard, Inc. , Eng. and Arch. " to be recorded herewith,
;;said parcel being bounded and described as follows:
:WESTERLY by Washington Street, thirty-nine (39) feet;
!:NORTHERLY by other land of the grantee, seventy-four and 4/100 ;
(74 . 04) feet>
EASTERLY by Higginson Square, on two (2) courses, twenty-four'
and 76/100 (24. 76) feet and eleven and 78/100 (11.78);'
feet, respectively;
::SOUTHERLY by other land now or formerly of the SalemRedevelop-,�
ment Authority, seventy-two and 63/100 (72.63) feet.
; Said premises containing 2,777 square feet of land according to
said plan.
I1For title reference, see Deed of Salem Savings Bank to the grantor
dated February 4 , 1971, recorded with Essex South District Regist
,of Deeds, Book 5744 , Page 113.
';The Salem Redevelopment Authority hereby assents to the grant, of
:even ffin=axxxaLx record herewith, by George H. Sawtell to the grantea4'
herein of an easement in the "Right of Way" described in the deed,;;
from Salem Redevelopment Authority to said George H. Sawtell, date
July 14 , 1972, recorded with said Deeds, Book 5885, Page 678, for;,f
access in the area of said "Right of Way" for the purposes of orig ;'
'nal construction and maintenance thereafter of the Southerly wall _)
Wand roof of any building now or hereafter to be erected in or upon,:
!the parcel granted.
;The Salem Redevelopment Authority hereby grants also to the grante"
�r ISI appurtenant to' the parcel herein granted a perpetual easement
the grantor' s retained area lying Easterly of said Sawtell parcel;:`
11 w and also in Higginson Square, limited in scope to access 'therein fo
;the purposes of original construction and maintenance thereafter of
N� :the Southerly and Easterly walls and roof of any building now or
N e erected in or upon the
�r� l rrr hereafter to bP parcel herein granted.
o ( �I(iIl� This Deed is made and executed upon and is subject to cer-''
T tain express conditions and covenants, said conditions and covenant
being a part of the consideration for the property hereby conveyed:;'
�• `X611! and are to be taken and construed as running with the land and upoft
2 Wttf the continued observance-of which and each of which, with the sole',
I exception of covenants numbered FIRST and FIFTH, the continued exist
' f• I tence of the estate hereby
Oki y granted shall depend, and the Grantee
:ti hereby binds itself and its successors, assigns, grantees, and
lessees forever to these covenants and conditions which covenants
O)C. r . ; -
�r" and conditions are as follows: r•
+q 0 FIRST: The Grantee shall devote the property hereby con r
veyed only to the uses specified in the applicable provisions of r'
�; the Urban Renewal Plan or approved modifications thereof; ��
n M r,
I
I
BK5948 PG535
-2-
SECOND: The Grantee shall pay real estate taxes or assess
,iments on the property hereby conveyed or any part thereof when due
and shall not place thereon any encumbrance or lien other than for
temporary and permanent financing of construction of the Improve-
;.ments on the property hereby conveyed as provided for in the Con-
struction Plans, approved by the Grantor in accordance with Section
106 , Part II of the Contract of Sale dated 8th day of September,
1972 , between the parties hereto, (hereinafter referred to as the
"Contract of Sale") which Contract of Sale is on file in the
office of the City Clerk of the City of Salem, and for additional
funds , if any, in an amount not to exceed the consideration herein•
specified, and shall not suffer any levy or attachment to be made
or any other encumbrance or lien to attach until the Grantor cer-
tifies that all building construction and other physical improve-
;:ments specified to be done and made by the Grantee have been com-
pleted;
c.
THIRD: The Grantee shall commence promptly .the construe-
Ition of the aforesaid Improvements on the property hereby conveyed :
!.in accordance with the said Construction Plans and shall prosecute ,
rdiligently the construction of said Improvements to completion:
' Provided, that in any event, construction shall commence within
: fi`Ve_T5T days from the date of this Deed and shall be. completed
; within fourteen (14) months from the commencement of such construe-
tion;
is
FOURTH: Until the Grantor certifies that all the aforesaid:
. Improvements specified to be done and made by the Grantee have been
+' completed, the Grantee shall have no power to convey the property . :
hereby conveyed or any part thereof without the prior written con-
sent of the Grantor except to a Mortgagee or Trustee under a Mort- ,
.gage or Deed of Trust permitted by this Deed, and, except as
security for obtaining financing permitted by this Deed, there
shall be no transfer, and the Grantee shall not permit any transfer,
: by any party, owning ten percent or more of the stock of the
is Grantee of such stock, nor shall there be, or be suffered to be by :
(' the Grantee , any other similarly significant change in the owner-
ship of such stock or in the relative distribution thereof, or
±t with respect to the identity of the parties in control of the
Grantee or the degree thereof, by any other method or means,
$` including, but not limited to, increased capitalization, merger,
corporate or other amendments, issuance of additional or new stock:
! or classification of stock, or .otherwise;
FIFTH: The Grantee agrees for himself and any successor
in interest not to discriminate upon the basis of race , color,
sex, religion, or national origin in the sale, lease or rental
or in the use or occupancy of the property hereby conveyed or any
part thereof or of any Improvements erected or to be erected
thereon or any part thereof.
i
i
The covenants and agreements contained in the covenant
' numbered FIRST shall terminate on March 23, 2012. The covenants
« : and agreements contained in covenants numbered SECOND, THIRD, and
FOURTH shall terminate on the date the Grantor issues the Certifi-'
., cate of Completion as herein provided except only that the termi-
nation of the covenant numbered SECOND shall in no way be con-
i_
� I
it j•
tk5948 PG53t
,
li �{
F
i;
! :t
! any
to release the Grantee from his obligation to pay real
conve
! anyapartathereofor assThements on covenantthe numberedrFIFTHrshalloremain ior
n
lieffect without any limitation as to time.
I In case of the breach or violation of any one of the cove-
nants numbered SECOND, THIRD and FOURTH at any time prior to the
I! time the Grantor certifies that all building construction and
m other physical improvements have been completed, and in case such
breach or such violation shall not be cured, ended or remedied
within sixty (60,) days after written demand by the Grantor so to
do with respect to covenant numbered Fourth and three (3) months
!; after written demand by the Grantor so to do with respect to cove- ':
� nants numbered SECOND and THIRD (Provided, that a breach or viola-
ed
with respect to the portion Of covenant numbered THIRD, deal-
ing with completion of the Improvements may be cured, ended, or
'. remedied within six (6) months after written demand by the Grantor
" so to do) or any further extension thereof that may be granted by :+
the Grantor in its sole discretion, then all estate conveyed
simple to
conveyed under
;; this Deed, shall cease and determine, and title ini. f
the same shall revert to and become revested in the Grantor, or its'
successors. or assigns, and such title shall be revested fully and
completely in it, and the said Grantor, its successors or assigns, :
shall be entitled to and may of right enter upon and take posses-
sion of the said property: Provided
title to the Grantor: , that any such revesting of
(1) Shall always be subject to and limited by, and shall
not defeat, render. invalid, or limit in any way
the lien of any mortgage or Deed of Trust per-
mitted by this Deed; and
any rights or interests provided in the Contract `?
of Sale for the protection of the trusteesof any
such Deed of Trust or the holders of any such
mortgage; and
(2) In the event that title to the said property or part
thereof shall revest in the Grantor in accordance with ,'A '
the provisions of this Deed, the Grantor shall pur-
suant to its responsibilities under applicable law use
its best efforts to resell the property or part thereo ''
(subject to such mortgage liens as hereinbefore set
forth and provided) as soon and in such manner as the
Grantor shall find feasible and consistent with the
objectives of such law, and of the Urban Renewal Plan ';'
to a qualified and responsible party or parties (as ,
li determined by the Grantor) who will assume the obliga-
tion of making or completing the Improvements or such
other improvements in their stead as shall be satis-
factory to the Grantor and in accordance with the uses '',
ve
thereofeinfor thethe UrbanoRenewalried Plan.prUponty or any auch resale t5``
of the property the proceeds thereof shall be applied; ,F
.i ;g
FIRST• to reimburse the Grantor, on its own behalf or
on a alf to City of Salem for all costs and expenses ?'
i, incurred by the Grantor including, but not limited to
r salaries of personnel in connection with the recapture Y'
management and resale of the property or part thereof F'
(but less any income derived by the Grantor from the
!i
x.
SK5948 PG 537
-4-
property
4 -property or part thereof in connection with such
management) ; all taxes, assessments, and water and
sewer charges with respect to the property or part
thereof; any payments made or necessary to be made
to discharge any encumbrances or liens existing on
a the property or part thereof at the time of revest-
ing of title thereto in the Grantor or to discharge
or prevent from attaching or being made any subse-
quent encumbrances or liens due to obligations, de-
faults, or acts of the Grantee, his successors, or
transferees; and expenditures made or obligations
incurred with respect to the making or completion
of the Improvements or any part thereof on the pro-
perty or part thereof; and any amounts otherwise
owing the Grantor by the Grantee and his successors
or transferees; and
4' SECOND: to reimburse the Grantee, his successors or
d transferees up to an amount equal to the sum of the
purchase price paid by it for the property (or allo-
cable to the part thereof) and the cash actually in-
vested by it in making any of the Improvements on the
property or part thereof, less any gains or income
withdrawn or made by it from this conveyance or from
�- the property.
! Any balance remaining after such reimbursements shall be retained
by the Grantor.
The Grantor shall be deemed a beneficiary of covenants num-
bered FIRST through FIFTH, and the United States shall be deemed a
beneficiary of the covenant numbered FIFTH, and such covenants
shall run in favor of the Grantor and the United States for the
entire period during which such covenants shall be in force and
effect, without regard to whether the Grantor and the Unites States
is or remains an owner of any land or interest therein to which
such covenants relate. As such a beneficiary, the Grantor, in the
event of any breach of the covenant, and the United States in the
event of any breach of the covenant numbered FIFTH, shall have the
right to exercise all the rights and remedies, and to maintain any
actions at law or suits in equity or other proper proceedings to
enforce the curing of such breach, to which beneficiaries of such
covenant may be entitled.
Promptly 'after the completion of the above-mentioned Improve-
ments in accordance with the provisions of the Construction Plans,
the Grantor will furnish the Grantee with an appropriate instru-
ment so certifying in accordance with the terms of the Contract of
Sale. Such certification (and it shall be so provided in the cer-
tification itself) shall be a conclusive determination of satisfac-
tion and termination of the agreements and covenants in the Con-
tract of Sale and in this Deed obligating the Grantee and his suc-
cessors and assigns, with respect to the construction of the Im-
provements and the dates for beginning and completion thereof: Pro-
vided, that if there is upon the property a mortgage insured, or
held or owned, by the Federal Housing Administration and the Federal
Housing Administration shall have determined that all buildings
! constituting a part of the Improvements and covered by such Mort-
gage are, in fact, substantially completed in accordance with the
Construction Plans and are ready for occupancy, then, .in such event,
�' the Grantor and the Grantee shall accept the determination of the
ii BK5948 PG538
I
Federal Housing Administration as to such completion of the con-:'d
struction of the Improvements in, accordance with Construction
�iI Plans, and, if the other agreements and covenants in the Agreemen
obligating the Grantee in respect of the construction and comple-
!i tion of the Improvements have been fully satisfied the Grantor
shall forthwith issue its certification and such determination .:
shall not constitute evidence of compliance with or satisfaction
of any obligation of the Grantee to any holder of a mortgage,or
any insurer of a mortgage, securing money loaned to finance the
Improvements, or any part thereof.
The certification provided for in the paragraph next above
jshall be in such form as will enable it to be recorded in the pro
per office for the recordation of &eds and other instruments per
taining to the property hereby conveyed. If the Grantor shall re
fuse or fail to provide such certification, the Grantor shall,
! within thirty (30) days after written request by the Grantee pro-
vide the Grantee with a written statement, indicating in what res,
pects the Grantee has failed to duly complete
J what measures or acts will be necessary,p e said opinImprion
of the an !
" Grantor, for the Grantee to take or perform
the opinion of the
ji such certification. p rm in order to obtain
,
The Grantor certifies that all conditions precedent to the
valid execution and delivery of this Deed on its part have been
i complied with and that all things necessary to constitute this
Deed its valid, ' binding and legal agreement on the terms and condi-
tions and for the purposes set forth herein have been done and perp
formed and have happened, and that the execution and delivery of
this Deed on 'its part have been and are in all respects authorized)
in accordance with law. The Grantee similarly certifies with ref-
erence to its execution and delivery of this Deed.
WITNESS the execution hereof this ��day of 1979
oe.,
N; .F�r SALEM REDEVELOPMENT THORITY
By
1 4, (SEAZ )', ' tOILLIAi1 J. NTI, VICE CHAIkMAN
Executive-Dire for
SALEM SAVINGS BANK
W NESS : By
THE OMMONWEALTH OF MASSACHUSETTS /
� Essex, ss. � yy 1973
j Then personally appeared the above &'Y J. Tinti, Via
I! beathe an as free actrand1d, addeednofatheoSalemcknwlei eRede`vvelopmentforegoinAuthority.
ii
is `a
rLl:
NOTARY PUBLIC. l
ESSEY SS, PLCORDED�/� / g
1973L
LfLB4. PASTS JL1. INST. # /(o/