PRESERVATION RESTRICTION - HAMILTON HALL - 9 CHESTNUT STREET & 7 CAMBRIDGE STREET PRESERVATION RESTRICTION AGREEMENT
between
HAMILTON HALL so.ESSEX a Bk.35689 Pg;168
02121/2017 08:17 RSTR P9 1126
and the
CITY OF SALEM,MASSACHUSETTS
BY AND THROUGH THE SALEM HISTORICAL COMMISSION
THIS PRESERVATION RESTRICTION AGREEMENT is made this S day of of wa 2017 by
and between HAMILTON HALL,INC.located at 9 Chestnut Street/7 Cambridge Street,S m;
Massachusetts("Grantor")and the CITY OF SALEM("Grantee"),a municipality duly organized under
the laws of the Commonwealth of Massachusetts and located in Essex County,Massachusetts;to
administered,managed and enforced by it agent,the SALEM HISTORICAL COMMISSION,located at
120 Washington Street,Salem,Massachusetts,01950("Commission"),
WHEREAS,the Grantor is the owner of certain real property(hereinafter referred to as"the Property")
with improvements thereon known as Hamilton Hall(hereinafter referred to as"the Building"), located at
9 Chestnut Street/7 Cambridge Street,Salem,Massachusetts,as described in Exhibit A;attached hereto
and incorporated herein by this reference,and in a confirmatory deed recorded May 8, 1987 at the Essex
South Registry of Deeds in Book 8948,Page 269,being the same premises conveyed to the Proprietors of
the South Buildings in Salem,Inc.,by deed of Pickering Dodge and Rebecca Dodge dated March 1, 1820
and recorded with the Essex South Registry of Deeds,Book 223,Page 217. The confirmatory deed
contains a specific description and title reference in confirmation of the deed from The Proprietors of the
South Buildings in Salem,Inc.,dated as of December 30, 1986 and recorded with the Essex South
Registry of Deeds on December 31, 1986 at Book 8726,Page 591.
WHEREAS,the Building is described as follows,and also depicted in a set of twelve(12)photographic
images taken in August 2016,referenced by number in the following text,with copies of said images
attached hereto and incorporated herein by reference as Exhibit C:"
Hamilton Hall is one of America's outstanding examples of Federal style architecture.Designed
and built by Samuel McIntire,the namesake of Salem's McIntire Historic District,the Hall was
designated a National Historic Landmark in 1970.
Constructed in 1805-7,the two and one-half story red brick building is located at the southeast
corner of Chestnut and Cambridge Streets.Due to its comer lot location,the building is designed
with two primary and two secondary facades. The primary facades of Chestnut Street(north)and
Cambridge Street(west)feature brick walls laid in a Flemish bond pattern,while the brick of the
building's secondary east and south elevations are laid in a seven-course American or Common
bond pattern. The primary facades also feature a four-row brick belt course between the first and
second stories that terminate in brick•quoins on the secondary elevations. The brick of the north
and west facades has been sand-blasted. The building is set on a granite foundation and is capped
by a gable roof pierced by four tall interior brick chimneys symmetrically arranged near each end
wall.
The Cambridge Street(west)fagade serves as the building's primary entrance. (Photo 1) This
elevation features a closed gable pediment and a symmetrically-arranged five bay fenestration
pattern. A center entrance on the first story is sheltered by a Greek Revival style portico added in
1845. (Photo 2)The entrance consists of a pair of double wood doors,each with three panels,the
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PRESERVATION RESTRICTION AGREEMENT
between
HAMILTON HALL
and the
CITY OF SALEM,MASSACHUSETTS
BY AND THROUGH THE SALEM HISTORICAL COMMISSION
THIS PRESERVATION RESTRICTION AGREEMENT is made this Z3 day o 2016 by
and between HAMILTON HALL,INC. located at 9 Chestnut Street/7 Cambridge Street,Salem,
Massachusetts("Grantor")and the CITY OF SALEM("Grantee"),a municipality duly organized under
the laws of the Commonwealth of Massachusetts and located in Essex County,Massachusetts,to be
administered, managed and enforced by it agent,the SALEM HISTORICAL COMMISSION,located at
120 Washington Street, Salem,Massachusetts,01950("Commission"),
WHEREAS,the Grantor is the owner of certain real property(hereinafter referred to as"the Property")
with improvements thereon known as Hamilton Hall(hereinafter referred to as"the Building"), located at
9 Chestnut Street/7 Cambridge Street, Salem,Massachusetts,as described in Exhibit A,attached hereto
and incorporated herein by this reference,and in a confirmatory deed recorded May 8, 1987 at the Essex
South Registry of Deeds in Book 8948,Page 269,being the same premises conveyed to the Proprietors of
the South Buildings in Salem,Inc.,by deed of Pickering Dodge and Rebecca Dodge dated March 1, 1820
and recorded with the Essex South Registry of Deeds,Book 223,Page 217.The confirmatory deed
contains a specific description and title referencq in confirmation of the deed from The Proprietors of the
South Buildings in Salem,Inc.,dated as of December 30, 1986 and recorded with the Essex South
Registry of Deeds on December 31, 1986 at Book 8726,Page 591.
WHEREAS,the Building is described as follows,and also depicted in a set of twelve(12)photographic
images taken in August 2016,referenced by number in the following text,with copies of said images
attached hereto and incorporated herein by reference as Exhibit C:"
Hamilton Hall is one of America's outstanding examples of Federal style architecture.Designed
and built by Samuel McIntire,the namesake of Salem's McIntire Historic District,the Hall was
designated a National Historic Landmark in 1970.
Constructed in 1805-7,the two and one-half story red brick building is located at the southeast
corner of Chestnut and Cambridge Streets.Due to its corner lot location,the building is designed
with two primary and two secondary facades. The primary facades of Chestnut Street(north)and
Cambridge Street(west)feature brick walls laid in a Flemish bond pattern,while the brick of the
building's secondary east and south elevations are laid in a seven-course American or Common
bond pattern. The primary facades also feature a four-row brick belt course between the first and
second stories that terminate-in brick quoins on the secondary elevations. The brick of the north
and west facades has been sand-blasted. The building is set on a granite foundation and is capped
by a gable roof pierced by four tall interior brick chimneys symmetrically arranged near each end
Wall.
The Cambridge Street(west)facade serves as the building's primary entrance. (Photo 1) This
elevation features a closed gable pediment and a symmetrically-arranged five bay fenestration
pattern. A center entrance on the first story is sheltered by a Greek Revival style portico added in
1845. (Photo 2)The entrance consists of a pair of double wood doors,each with three panels,the
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upper of which is glazed. The dooms are set within a simple wood surround.The portico features
a flat roof supported by Doric columns resting on the second step of a granite stoop. A smaller
granite step provides access to the entrance. Windows on this elevation consist of six-over-six
double hung wood sash flanked by louvered blinds. First story windows are set in plank frames
with no lintels. Second story openings are capped by splayed window lintels with keystones,
while third story windows have splayed lintels without keystones. The third story lintels extend
to the deeply projecting boxed cornice base of the gable pediment. A divided semi-elliptical
lunette is centered in the pediment,flanked above by two S-curve iron tie rods. (Photo 3)
The Chestnut Street(north)fagade consists of five main bays.(Photo 4)The first story is divided
into a sixth bay with an off-center entrance located in the third bay from the building's northwest
corner. The entrance contains a modern six-panel door and is accessed by three granite steps.
First story windows on this fagade feature eight-over-eight double hung wood windows set in
plank frames with no lintels. Four iron tie rods are located above the belt course. The second
story is punctuated by a series of Palladian windows set into shallow arched reveals. (Photo 5)
Above each window is a rectangular wood panel featuring a McIntire carving. The center pael
depicts an eagle with shield,while remaining panels are adorned by carvings of drapery swags.
(Photo 6)
Both the east and south elevations have asymmetrical fenestration patterns. All window openings
on these two elevations feature six-over-six double hung wood sash set within plain plank frames
without lintels. In contrast to the west elevation with its boxed pediment,the east elevation
features an open gable with corbels along the roofline.(Photo 7)The south elevation has a wood
ramp along its first story and a modem metal fire escape that extends from the first story to the
second story.(Photos 9& 10)
The building is set directly on the Cambridge Street sidewalk,while a narrow landscaped strip
separates the building from the Chestnut Street sidewalk. The Chestnut Street side is fronted by a
cast iron picket fence with attenuated decorative posts and a row of shaped evergreen hedges
between the building and the fence. (Photos 11 & 12)
WHEREAS, due,to its cultural,historical and architectural significance,the Building and the Property
were certified as a Massachusetts Historic Landmark on June 22, 1970 and listed as a National Historic
Landmark on December 30, 1970. The Building is also a contributing resource to the Chestnut Street
Historic District,listed in the National Register of Historic Places on August 28, 1973;and the building
and Property are located within the McIntire Local Historic District established by the City of Salem on
March 3, 1981. The Building and Property are subject to a perpetual preservation restriction agreement
held by the Massachusetts Historical Commission,recorded on February 24, 1988;and
WHEREAS, Grantor and Grantee recognize the architectural,historic,and cultural values(hereinafter
"preservation values")and significance of the Building and have the common purpose of preserving the
aforesaid preservation values and significance of the exterior of the Building and the Property;and
WHEREAS,the preservation values of the Building is documented in a series of photographs and
documents(hereinafter,'Baseline Documentation")incorporated herein and attached hereto as by
reference as Exhibit A-C which Baseline Documentation the parties agree provides an accurate
representation of the Building as of the date of this grant;and
WHEREAS,the Baseline Documentation(Exhibits A-C)shall consist of the following:
1. Exhibit A.Legal Property Description.
2. Exhibit B.Assessors'Parcel Map.
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3. Exhibit C.Baseline Photographs Dated August 2016.
WHEREAS,the Building is in need of preservation and restoration; and
WHEREAS,upon the recommendation of the Community Preservation Committee and approved as
Project by the City Council,the sum of Twenty Thousand Dollars($20,000.00)(window restoration and
project sign)from the Community Preservation Fund("Funds")was appropriated for the purpose of
funding a grant for the restoration of the Building;and
WHEREAS,the Grantor and the Grantee have reached an Agreement whereby the Grantee shall provide
the Funds so appropriated to the Grantor to be expended for the preservation and renovation of the
aforementioned Building,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("Restriction"or"Preservation Restriction");
WHEREAS,the Grantor in further consideration of the receipt of such Funds and to ensure the
preservation of the aforementioned Building agrees and desires,to impose certain restrictions,obligations
and duties upon itself,its successors and assigns, so as to maintain,protect and preserve the architectural
and historical integrity of the Building;
WHEREAS,the preservation of the Building is important to the public for the enjoyment and
appreciation of its architectural and historical heritage and serves the public interest in a manner
consistent with the purposes of Massachusetts General Laws, Chapter 184, Sections 31,32 and 33
("Act"); and
WHEREAS,the Commission is authorized to accept preservation restrictions in the name of the City of
Salem and the Commission is a governmental body duly organized under the laws of the Commonwealth
of Massachusetts,including the General Laws,Chapter 40C,authorized and directed by the Grantee to
manage the Property and Buildings burdened by such restrictions,consistent with the provisions of the
Act and to administer and enforce this preservation restriction;
NOW THEREFORE, for good and valuable consideration,the receipt of which is hereby acknowledged,
the Grantor does hereby irrevocably grant and convey to the Grantee in gross in perpetuity this Restriction
over the Property and exterior of the Building to be administered,managed and enforced by the
Commission.
L ose:It is the Purpose of this Restriction to assure that,the architectural,historic,and cultural
features of the exterior of the Building will be retained and maintained forever substantially in its current
condition or in a restored condition approved by the Commission for preservation purposes and to prevent
any use or change of the Property or the exterior of the Building that will significantly impair or interfere
with the Building's preservation values or alter views of the exterior of the Building.
2.Preservation Restriction:The Grantor grants the Grantee the right to forbid or limit:
a. any alteration to the appearance,materials,workmanship,condition or structural stability of the
Building unless(i) clearly of a minor nature and not affecting the characteristics which contribute
to the architectural or historical integrity of the Building and the Property,or(ii)the Grantee has
previously determined that it will not impair such characteristics after reviewing plans and
specifications submitted by Grantor in accordance with the requirements of paragraph 7,which
determination shall not be unreasonably withheld,or(iii)required by casualty or other emergency
promptly reported to Grantee in accordance with the requirements of paragraph 9.For the
purposes of this Agreement,interpretation of what constitutes alterations of a minor nature and
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ordinary maintenance and repair is governed by the Restriction Guidelines,which are attached
hereto as Exhibit D and hereby incorporated by reference.
b. any other act or use that may be harmful to the historic preservation of the Building or the
Property.
3.Restriction as to Expenditure of Funds: Subject to Paragraph 2 and the terms and conditions of this
Restriction and such other terms and conditions as the Commission may reasonably impose to accomplish
the purposes of this Restriction,the Grantor shall expend such Community Preservation Funds to
rehabilitate and restore the Building.
4.1.Grantor's Covenants: Covenant to Maintain. Subject to Paragraph 2 and the terms and conditions of
this Restriction and such other terms and conditions as the Commission may reasonably impose to
accomplish the purposes of this Restriction,the Grantor covenants and agrees at all times to maintain the
Building in the same structural condition and state of repair to that existing following the substantial
completion of restoration work to be completed as a result of the expenditure of Community Preservation
Funds.Grantor's obligation to maintain shall require replacement,repair,and reconstruction by Grantor
whenever necessary to preserve the exterior of the Building. Subject to the casualty provisions of
paragraphs 9 and 10,this obligation to maintain shall require replacement,rebuilding,repair,and
reconstruction of the Building whenever necessary in accordance with the policies and procedures of the
Commission and in accordance with The Secretary of the Interior's Standards for the Treatment of
Historic Properties with Guidelines for Preserving,Rehabilitating,Restoring,and Reconstructing Historic
Buildings(36 CFR 67 and 68),as these may be amended from time to time(hereinafter the"Secretary's
Standards").
4.2.Grantor's Covenants:Prohibited Activities.The following acts or uses are expressly forbidden except
as otherwise conditioned in this paragraph:
a. the Building shall not be demolished,removed,or razed except as provided in Paragraphs 9 and
10;
b. the dumping of ashes,trash,rubbish,or any other unsightly or offensive materials is prohibited on
the Property near the Building;
c. no above-ground utility transmission lines,except those reasonably necessary for the existing
Building,may be created on the Property, subject to utility easements already recorded;
d. no additions and/or outbuildings may be attached to the Building without prior approval of the
Grantor;and
e. moving the Building to another location shall be forbidden without prior approval of the
Commission.
S. Conditional Ri hg is Requiring,Grantee Approval: Subject to Paragraph 4 and the terms and conditions
of this Restriction and such other terms and conditions as the Commission may reasonably impose to
accomplish the purposes of this Restriction,the Grantor shall not alter the Building without prior express
written approval of the Commission.Without said approval Grantor shall not make any changes to the
Building,including the alteration,partial removal,construction,remodeling,or other physical or
structural change,including permanent signs,and any change in material or color or any change to the
footprint,size,mass,ridge-line,and rooflines of the Building.Grantor shall similarly not make any
alterations to the surrounding Property that would obscure the current view of the Building, such as the
installation of permanent signage or trees or very large shrubs without approval of the Commission..
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Activities by Grantor to maintain the Building and the Property which are intended to be performed in
accordance with the provisions of paragraph 4.1,and which are of a minor nature,shall not require the
prior approval of the Commission.For the purposes of this section,interpretation of what constitutes
ordinary maintenance of a minor nature is governed by the Restriction Guidelines(Exhibit D),which are
attached to this Agreement and hereby incorporated by reference.
6.Grantor's Reserved Rights Not Requiring Further Approval by the Grantee: Subject to the provisions of
paragraphs 2 and 4.2,the following rights,uses,and activities of or by Grantor on,over,or under the
Property are permitted by this Restriction and by the Commission without further approval by the
Commission:
a. the right to engage in all those acts and uses that:
(i) are permitted by governmental statute or regulation;
(ii) do not substantially impair the preservation values of the Building and Property; and
(iii)are not inconsistent with the Purpose of this Restriction;
b. pursuant to the provisions of Paragraph 4.1,the right to maintain and repair the Building strictly
according to the Secretary's Standards and subject to a Certificate of Non-applicability from
the Salem Historical Commission.As used in this sub-paragraph,the right to maintain and
repair shall mean the use by the Grantor of in-kind materials and colors,applied with
workmanship comparable to that which was used in the construction or application of those
materials being repaired or maintained,for the purpose of retaining in good condition the
appearance and construction of the exterior of the Building.The right to maintain and repair
as used in this sub-paragraph shall not include the right to make changes in appearance,
materials,workmanship from that existing prior to the maintenance and repair without the
prior approval of the Commission in accordance with the provisions of Paragraph 5;
7.Review of Grantor's Requests for Approval:Grantor shall submit to the Commission for the
Commission's approval of those conditional rights set out at Paragraphs 2 and 5 and two copies of
information(including plans,specifications,and designs where appropriate)identifying the,proposed
activity with reasonable specificity.In connection therewith,Grantor shall also submit to the Commission
a timetable for the proposed activity sufficient to permit the Commission to monitor such activity.Within
sixty(60)days of the Commission's receipt of any plan or written request for approval hereunder,the
Commission shall certify in writing that(a)it approves the plan or request,or(b)it disapproves the plan
or request as submitted,in which case the Commission shall provide Grantor with written suggestions for
modification or a written explanation for the Commission's disapproval.Any failure by the Commission
to act within sixty(60)days of receipt of Grantor's submission or resubmission of plans or requests shall
be deemed to constitute approval by the Commission of the plan or request as submitted and to permit
Grantor to undertake the proposed activity in accordance with the plan or request submitted,so long as
the request sets forth the provisions of this section relating to deemed approval after the passage of time
provided that nothing herein shall be construed to permit Grantor from undertaking any of the activities
prohibited hereunder.
S. Standards for Review: In exercising any authority created by this Restriction to inspect the Building;to
review any construction,alteration,repair,or maintenance;or to review casualty damage or to reconstruct
or approve reconstruction of the Building following casualty damage,the Commission shall apply the
Secretary's Standards.
9.Casualty Damage or Destruction: In the event that Building or Property shall be damaged or destroyed
by fire,flood,windstorm,hurricane,earth movement or other casualty,Grantor shall notify the
Commission in writing within fourteen(14)days of the damage or destruction, such notification including
what,if any,emergency work has already been completed.No repairs or reconstruction of any type, other
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than temporary emergency work to prevent further damage to the Building and Property and to protect
public safety,shall be undertaken by Grantor without the Commission's prior written approval of the
work.Within sixty(60)days of the date of damage or destruction,if required by the Commission,
Grantor at its expense shall submit to the Commission a written report prepared by a qualified restoration
architect and an engineer who are acceptable to the Grantor and the Commission,which report shall
include the following:
a. an assessment of the nature and extent of the damage;
b. a determination of the feasibility of the restoration of the Building and/or reconstruction
of damaged or destroyed portions of the Building; and
C. a report of such restoration/reconstruction work necessary to return the Building to the
condition existing at the date hereof or the condition subsequently approved by the
Commission.
10.Review After Casualty Damage or Destruction:If,after reviewing the report provided in Paragraph 9
and assessing the availability of insurance proceeds after satisfaction of any mortgagee's/lender's claims
under paragraph 11,Grantor and the Commission agree that the Purpose of the Restriction will be served
by such restoration/reconstruction,Grantor and the Commission shall establish a schedule under which
Grantor shall complete the restoration/reconstruction of the Building in accordance with plans and
specifications consented to by the parties up to at least the total of the casualty insurance proceeds
available to Grantor.
If,after reviewing the report and assessing the availability of insurance proceeds after satisfaction of any
mortgagee's/lendees claims under paragraph 11,Grantor and the Commission agree that
restoration/reconstruction of the Building is impractical or impossible,or agree that the Purpose of the
Restriction would not be served by such restoration/reconstruction and Grantor may,with prior written
consent of the Commission, alter,demolish,remove or raze the Building,and/or construct new
improvements on the Property,Grantor and Grantee may agree to extinguish this Restriction in
accordance with the laws of the Commonwealth of Massachusetts and paragraph 23 hereof.
If,after reviewing the report and assessing the availability of insurance proceeds after satisfaction of any
mortgagee's/lender's claims under paragraph 11,Grantor and the Commission are unable to agree that the
Purpose of the Restriction will or will not be served by such restoration/reconstruction,the matter may be
referred by either party to binding arbitration and settled in accordance with the Commonwealth of
Massachusetts arbitration statute then in effect,and all other applicable laws,rules,regulations,and
ordinances.Arbiter shall have experience in historic preservation matters.
11.Insurance: Grantor shall keep the Building insured by an insurance company rated"A-l"or better by
Best's or equivalent rating agency for the full replacement value against loss from the perils commonly
insured under standard fire and extended coverage policies and comprehensive general liability insurance
against claims for personal injury,death and property damage.Property damage insurance shall include
change in condition and building ordinance coverage,in form and amount sufficient to replace fully the
damaged Building without cost or expense to Grantor or contribution or coinsurance from Grantor.
Grantor shall deliver to the Commission,within ten(10)business days of the Commission's written
request thereof,certificates of such insurance coverage.Provided,however,that whenever the Property is
encumbered with a mortgage or deed of trust nothing contained in this paragraph shall jeopardize the
prior claim,if any,of the mortgagee/lender to the insurance proceeds.
12.Indemnification: Grantor hereby agrees to pay,protect,indemnify,hold harmless and defend,at its
own cost and expense,Grantee,its boards, commissions,appointees, agents,directors,employees, or
independent contractors from and against any and all claims,liabilities,expenses,costs, damages,losses
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and expenditures(including attorneys'fees and disbursements hereafter incurred)arising out of or in
connection with injury to or death of any person as a result of the existence of this Restriction;physical
damage to the Building;the presence or release in,on,or about the Property,at any time,of any
substance now or hereafter defined,listed,or otherwise classified pursuant to any law,ordinance or
regulation as a hazardous,toxic,polluting or contaminating substance; or other injury or other damage
occurring on or about the Building;unless such injury,death,or damage is caused by Grantee or its
boards,commissions,appointees,agents,directors,employees,or independent contractors.In the event
that Grantor is required to indemnify Grantee pursuant to the terms of this paragraph,the amount of such
indemnity,until discharged, shall constitute a lien on the Property with the same effect and priority as a
mechanic's lien.
13.Written Notice:Any notice which either Grantor or Grantee may desire or be required to give to the
other party shall be in writing;
Grantor. Hamilton Hall
9 Chestnut Street
Salem,MA 01970
Grantee: Salem Historical Commission
c/o City of Salem
Department of Planning&Community Development
120 Washington Street
Salem,MA 01970
Each party may change its address set forth herein by a notice to such effect to the other party.
14.Evidence of Compliance:Upon request by Grantor,Grantee shall promptly furnish Grantor with
certification that,to the best of Grantee's knowledge,Grantor is in compliance with the obligations of
Grantor contained herein,or that otherwise evidence the status of this Restriction to the extent of
Grantee's knowledge thereof.
15.Inspection:With the consent of Grantor,Grantee or its representatives shall be permitted at reasonable
times to inspect the Building and the Property on an annual basis.Grantor covenants not to withhold
unreasonably its consent in determining dates and times for such inspections.
16.Grantee's Remedies:The Grantor,for itself,its assigns and successors,expressly acknowledges that a
violation of this Preservation Restriction Agreement,including a failure to expend such Funds for their
intended purposes,may result in the Commission exercising its right to enforce the terms and conditions
of the Restriction by seeking appropriate legal and equitable relief,including,but not limited to,
restoration of the Building,repayment of the Funds,and such other legal and equitable remedies as may
be available to the Commission to effectuate the purposes of this Restriction and to enforce the Grantor's
obligations hereunder.
In the event Grantor is found to have violated any of its obligations,Grantor shall reimburse Grantee for
any costs or expenses incurred in connection with Grantee's enforcement of the terms of this Restriction,
including all court costs,and attorneys',architectural,engineering,and expert-witness fees.Grantor shall,
at its own expense and with approval of Commission,reverse any actions or activities which violated this
restriction and altered the Building.
Nothing in this Restriction shall impose upon the Commission any duty to maintain or require that the
Building be maintained in any particular state or condition,notwithstanding the Commission's acceptance
hereof Enforcement of the terms of this Preservation Restriction shall be at the discretion of the
Commission.Any election by the Commission as to the manner and timing of the exercising of its right to
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enforce this Preservation Restriction or otherwise exercise its rights hereunder shall not be deemed or
construed to be a waiver of such rights.By its acceptance of this Preservation Restriction,the
Commission does not assume any liability or obligation relating to the condition of the Building or the
Property,including compliance with hazardous materials or other environmental laws and regulations.
17.Notice from Government Authorities: Grantor shall deliver to Grantee copies of any notice of
violation or lien relating to the Building or Property received by Grantor from any government authority
within five(5)days of receipt by Grantor.Upon request by Grantee,Grantor shall promptly furnish
Grantee with evidence of Grantor's compliance with such notice or lien where compliance is required by
law.
18.Notice of Proposed Sale: Grantor shall promptly notify Grantee in writing of any proposed sale of the
Property and provide the opportunity for Grantee to explain the terms of the Restriction to potential new
Grantors prior to sale closing.
19.Runs with the Land:Except as provided in Paragraphs 9 and 10,the restrictions,obligations and
duties set forth in this Restriction shall run with the Property and shall inure to the benefit of the
Commission and all parties claiming by,through or under the Commission and shall bind the Grantor and
all parties claiming by,through or under the Grantor.The rights hereby granted to the Commission
constitute the perpetual right of the Commission to enforce this Preservation Restriction Agreement.The
Grantor hereby covenants for itself to stand seized and hold title to the Property subject to the terms of
this Restriction.This Restriction shall extend to and be binding upon Grantor and Grantee,their
respective successors in interest and all persons hereafter claiming under or through Grantor and Grantee,
and the words"Grantor", "Grantee"when used herein shall include all such persons.Any right,title,or
interest herein granted to Grantee also shall be deemed granted to each successor and assign of Grantee
and each such following successor and assign thereof,and the word"Grantee" shall include all such
successors and assigns.
Anything contained herein to the contrary notwithstanding,Grantor of the Property shall have no
obligation pursuant to this instrument where such Grantor shall cease to have any Grantorship interest in
the Property by reason of a bona fide transfer.The restrictions,stipulations and covenants contained in
this Restriction shall be inserted by Grantor,verbatim or by express reference,in any subsequent deed or
other legal instrument by which Grantor divests itself of either the fee simple title to or any lesser estate in
the Property or any part thereof,including by way of example and not limitation,a lease of all or a portion
of the Property.
20.Assent: Grantee may convey,assign,or transfer this Restriction to a unit of federal,state,or local
government or to a similar local,state,or national charitable corporation or trust that qualifies under the
Act,and whose purposes,inter alia,are to promote preservation of historical,cultural,or architectural
resources,provided that any such conveyance,assignment or transfer requires that the Purpose for which
the Restriction was granted will continue to be carried out.Grantor shall give prior written approval of
such conveyance,assignment,or transfer by Grantee,such approval not to be unreasonably withheld.
21.Alternate Designee: Grantee may,at its discretion,remove and replace the Commission as its
designee to administer,manage,and enforce this Restriction,provided that any new designee is qualified
as such under the Act and other applicable law.
22.Recording and Effective Date:Grantee shall do and perform at its own cost all acts necessary to the
prompt recording of this Restriction which shall become effective upon its being duly executed by the
Grantor,the City of Salem,and the Salem Historical Commission,its being approved by the
Massachusetts Historical Commission,and its being recorded with the Southern Essex County District
Registry of Deeds.
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23.Extinguishment:Grantor and Grantee hereby recognize that an unexpected change in the conditions
surrounding the Property may make impossible the continued Grantorship or use of the Property for the
Purpose of this Restriction and necessitate extinguishment of the Restriction. Such a change in conditions
may include,but is not limited to,partial or total destruction of the Building resulting from casualty. Such
an extinguishment must meet all the requirements of the Act for extinguishment,including public
hearings by the City of Salem and the Massachusetts Historical Commission to determine that such
extinguishment is in the public interest.In the event of a sale of the Property,net proceeds of sale shall be
paid to Grantor.
24.Condemnation: If all or any part of the Property is taken under the power of eminent domain by
public,corporate,or other authority,or otherwise acquired by such authority through a purchase in lieu of
a taking,Grantor and Grantee shall join in appropriate proceedings at the time of such taking to recover
the full value of those interests in the Property that are subject to the taking and all incidental and direct
damages resulting from the taking.All expenses reasonably incurred by Grantor and Grantee in
connection with such taking shall be paid out of the recovered proceeds. Such recovered proceeds shall be
paid to Grantor.
25.In The following provisions shall govern the effectiveness,interpretation,and duration of
the Restriction:
a. Any rule of strict construction designed to limit the breadth of restrictions on alienation or use of
the Property shall not apply in the construction or interpretation of this Restriction and this
instrument shall be interpreted broadly to affect its Purpose and the transfer of rights and the
restrictions on use contained herein.
b. This instrument may be executed in two counterparts,one of which is to be retained by Grantor
and the other,after recording,to be retained by Grantee.In the event of any disparity between the
counterparts produced,the recorded counterpart shall in all cases govern.Except as provided in
the preceding sentence,each counterpart shall constitute the entire Restriction of.the parties.
c. This instrument is made pursuant to the Act,but the invalidity of such Act or any part thereof
shall not affect the validity and enforceability of this Restriction according to its terms,it being
the intent of the parties to agree and to bind themselves,their successors and their assigns in
perpetuity to each term of this instrument whether this instrument be enforceable by reason of any
statute, common law or private Restriction either in existence now or at any time subsequent
hereto.
d. Nothing contained herein shall be interpreted to authorize or permit Grantor to violate any
ordinance or regulation relating to building materials,construction methods or use.In the event of
any conflict between any such ordinance or regulation and the terms hereof Grantor promptly
shall notify Grantee of such conflict and shall cooperate with Grantee and the applicable
governmental entity to accommodate the purposes of both this Restriction and such ordinance or
regulation.
If any court or other tribunal determines that any provision of this instrument is invalid or unenforceable,
such provision shall be deemed to have been incorporated herein automatically to conform to the
requirements for validity and enforceability as determined by such court or tribunal.In the event any
provision invalidated is of such a nature that it cannot be modified,the provision shall be deemed deleted
from this Preservation Restriction as though it had never been included herein.In either case,the
remaining provisions of this instrument shall remain in full force and effect.
26.Amendment: If circumstances arise under which an amendment to or modification of this Restriction
would be appropriate, Grantor and Grantee may by mutual written agreement jointly amend this
9
Restriction,provided that no amendment shall be made that will adversely affect the qualification of this
Restriction or the status of Grantee under any applicable law.Any such amendment shall be consistent
with the protection of the preservation values of the Property and the Purpose of this Restriction; shall not
affect its perpetual duration; shall not permit any private increment to any person or entity;and shall not
adversely impact the overall architectural and historic values protected by this Restriction.Any such
amendment shall be effective when the requirements of the Act with respect to amendments have been
met and the amendment is recorded in the Southern Essex County District Registry of Deeds.Nothing in
this paragraph shall require Grantor or Grantee to agree to any amendment or to consult or negotiate
regarding any amendment.
27.Release:This Preservation Restriction is intended to be a restriction in gross in perpetuity and may
only be released,in whole or in part,by the Grantee pursuant to the procedures for release established by
the Act and otherwise by law,including approvals following public hearings by the City of Salem and the
Massachusetts Historical Commission to determine that such a release is in the public interest.
28.Archaeological Activities:The conduct of archaeological activities on the Property,including without
limitation survey,excavation,and artifact retrieval,may occur only following the submission pf an
archaeological field investigation plan prepared by the Grantor and approved in writing by the Grantee
and the State Archaeologist of the Massachusetts Historical Commission(M.G.L.C. 9, Sec.27C,950
C.M.R.70.00).
29. Subordination: Grantor and Grantee acknowledge that as of the date of this Agreement,the Property
and the Building are subject to a perpetual Preservation Restriction Agreement held on the Property and
the Building by the Commonwealth of Massachusetts by and through the Historical Commission and
recorded with the Essex South Registry of Deeds on February 24, 198 8 in Book 9405,Page 281
(hereinafter the"MHC Agreement'). Grantor agrees that in addition to complying with the restrictions
contained in this Agreement,Grantor will continue to comply with the restrictions contained in the MHC
Agreement,as it may be amended from time to time. Grantor and Grantee agree that this Agreement shall
be subservient to the MHC Agreement, and further agree that should any dispute arise between Grantee
and the Massachusetts Historical Commission in the process of fulfilling the requirements of these
restrictions,the Grantee shall defer to the demands and requirements set out by the Massachusetts
Historical Commission.
10
IN WITNESS WHEREOF,the Grantor sets its hand and seal this day of ,2017.
By:
GRANTOR:
HAMILTON HALL,INC.
N e: Monroe
Title: President
Name: William Henning
Title: Treasurer
COMMONWEALTH-OF MASSACHUSETTS
ss.
On this day of• ,2017,before me,the undersigned notary public,personally
appeared Thomas J.Monroe,prood to me through satisfactory evidence
o fication which was ) my personal knowledge
of the identity of the yp Aincipal to be the person whose name is signed on the prec g or a
ocumbnt,.an ac ow edged to me that he signed it voluntarily for its stated purposes.
- SARHORT AH_S ,
r• .-�.Notary:Pubhc
comnla"P of Mmwachusm Notary Public I
•My.Commiselon Expires
My Commission Expires: !1 3d 3
-January 13,2023 I
ss.
On this�_day of rL4 2017,before me,the undersigned notary public,.personally
appeared William Henning,prqy&Wmt2MM#satisfactory evidence
of identification,which was a current driver's license owlet j
,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.
N Public
My Commission Expires: L I N D S AY
a Notary Public
COMMONWEALTH OF MASSACHUSETTS
My Commisslon Expires
May 4.'2023`
E
ACCEPTANCE BY THE SALEM HISTORICAL COMNUSSION
Jessica B.Herbert, my u orize
Chair, Salem Histo 'cal Commission
COMMONWEALTH OF MASSACHUSETTS
Essex,ss.
ad�1�F
On this 5M day of :�Qn U Q✓L( ,=?9�6 before me,the undersigned notary public,personally appeared
Jessica B.Herbert,proved tome through satisfactory evidence Am OrwitrA Ufens'z
of identification, °rt
to be the person whose name is signed on the preceding or attached
document,and acknowledged to me that s/he signed it voluntarily for its stated purposes as duly
authorized Chair of the Salem Historical Commission.
Notary Public
My Commission Expires:
r '
THELMA-."A0Mj-TRAM .
: ''t�tat�r:pu�lc�•;
cow tl�'I��ti'3'I►
MY dG9 ss[�;Expfiree
12
ACCEPTANCE AND APPROVAL BY THE CITY OF SALEM
I,the undersigned City Clerk of the City of Salem,Massachusetts,hereby certify that at a meeting duly
held on May 28, 2015,the City Council voted to approve and accept the foregoing Preservation
Restriction Agreement for the preservation of the historic resources of said City and being in the public
interest pursuant to Massachusetts General Laws Chapter 184, Section 32.
By its Clerk
(2 iy-a"�Z'"��
Chery ointe
City Clerk
The undersigned hereby certifies that the foregoing preservation restrictions have been approved and
accepted by the City of Salem
K-- I�M' 44
Kimberley Driscoll
Mayor
COMMONWEALTH OF MASSACHUSETTS
Essex, ss.
On this ) day 2017,before me,the undersigned notary public,personally
appeared Cheryl LaP te,proved o 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 as Clerk of the City of Salem.
JOANME M ', EY
1 NQhh. Publi�
a �O�IOIJI�ANM4i.1q�p�ry
N Public
'Cor�Ymisitoe►: 5
Commission Expires: �1,7Y lz
COMMONWEALTH OF MASSACHUSETTS
Essex, ss.
31 -
On this N I day of 2017,before me,the undersigned notary public,personally
appeared,Kimberley Driscoll,proveA 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 as Mayor of the City of Salem.
d`d��orrn►crq„Ark
' e`,e.so, '• � Notary Public
My Commissia\ Expires:
raawna 13
APPROVAL BY THE MASSACHUSETTS HISTORICAL COMMISSION
COMMONWEALTH OF MASSACHUSETTS
The undersigned Executive Director and Clerk of the Massachusetts Historical Commission hereby
certifies that foregoing preservation restriction has been approved pursuant to Massachusetts General
Law,chapter 184,section 32.
MASSACHUSETTS HISTORICAL COMMISSION
Brona Simon
Executive Director and Clerk
COMMONWEALTH OF MASSACHUSETTS.
Suffolk,ss.
On this day of AN 2017,before me,the undersigned notary public,personally
appeared Brona Simon proved to Ae through satisfactory evidence of identification,which was f went
die*-sue e) rt)(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.
o
L
Notary P lic
M Commission Expires:
14
EXHIBIT A
LEGAL PROPERTY DESCRIPTION
Land and building in Salem at 9 Chestnut Street at the corner of Chestnut and Cambridge Street with the
Building thereon known as Hamilton Hall,bounded and described as follows:
Beginning at the northwest comer of Hamilton Hall(so called)on Chestnut Street,
thence running easterly and bounding northerly by said street eighty-two feet;
thence running south three degrees west and bounding easterly by land formerly of Jonathan
Neall to the comer of said Hamilton Hall;
thence„caning southerly on a line with said Hamilton Hall and bounding easterly by land also
formerly of Jonathan Neall,fifty-three feet;
thence running westerly and bounding southerly by land also formerly of said Neall five feet six
inches:
thence running southerly and bounding easterly by land also formerly of said Neall eight feet six
inches more or less;
thence running easterly,bounding northerly by land also formerly of said Neall five feet nine
inches;
thence running southerly and bounding easterly by land formerly of Woodbury,five feet;
thence running westerly and bounding southerly by land formerly of David Neall eighty-six feet
to Cambridge Street;
thence running northerly and bounding westerly by Cambridge street eighty-seven feet four
inches more or less to the bound first mentioned on Chestnut Street aforesaid;
with the privileges and appurtenances thereto belonging.
The Grantor's deed is recorded at the Essex South Registry of Deeds in Book 8948,Page 269 and being
the same premises conveyed to the Proprietors of the South Buildings in Salem,Inc.,by deed of Pickering
Dodge and Rebecca Dodge dated March 1, 1820 and recorded with the Essex South Registry of Deeds,
Book 223,Page 217.
The deed contains a specific description and title reference and is in confirmation of the deed from The
Proprietors of the South Buildings in Salem,Inc.,dated as of December 30, 1986 and recorded with the
Essex South Registry of Deeds on December 31, 1986 at Book 8726,Page 591.
15
EXHIBIT B
SALEM ASSESSORS' PARCEL MAP
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16
EXHIBIT C
BASELINE PHOTOGRAPHS
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Photo 2: Cambridge Street entrance with 1845 Greek Revival style portico
17
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EXHIBIT D
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 Property. Under this section permission from the SALEM
HISTORICAL COMMISSION (COMMISSION) is required for any major alteration. Alterations of a
minor nature,which are part of ordinary maintenance and repair,do not require COMMISSION review.
In an effort to explain what constitutes a minor alteration and what constitutes a major change,which must
be reviewed by the COMMISSION, 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 the property owner.
PAINT
Minor - Exterior or interior hand scraping and repainting of non-decorative and non-significant
surfaces as part of periodic maintenance.
Maior - Painting or fully stripping decorative surfaces or distinctive stylistic features including
murals,stenciling, ornamental woodwork,stone,masonry,decorative or significant original stucco
or plaster.
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.
Maio r-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 of property; altering or removing
significant landscape features such as gardens, vistas, walks, plantings, walls, fences; ground
disturbance affecting archaeological resources.
24
HEATING/AIR CONDITIONING/ELECTRICAL TLUMBING SYSTEMS
Minor-Repair of existing systems.
Moor-Installing or upgrading systems which will result in major exterior appearance changes(i.e.
exterior ducts, piping, ventilators, HVAC units); the removal of substantial quantities of original
materials in the course of construction.
Changes classified as major alterations are not necessarily unacceptable. Under the preservation restriction
such changes must be reviewed by the COMMISSION and their impact on the historic integrity of the
property assessed.
It is the responsibility of the property owner to notify the COMMISSION 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 COMMISSION to review proposed alterations and
assess their impact on the integrity of the building, not to preclude future change. COMMISSION will
attempt to work with property owner to develop mutually satisfactory solutions, which are in the best
interests of the Property.
25