PRESERVATION RESTRICTION - THE WOMAN'S FRIEND SOCIETY - 12 HAWTHORNE BOULEVARD PRESERVATION RESTRICTION AGREEMENT
between
THE WOMAN'S FRIEND SOCIETY III IIIUII9III�III�IIII�NIIIII�II�I�
SO.ESSEX #269 Bk:35754 Pg;427
and the 03/2412017 11:39 GRNT Re 1125
CITY OF SALEM,MASSACHUSETTS
BY AND THROUGH THE SALEM HISTORICAL COMMISSION
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THIS PRESERVATION RESTRICTION AGREEMENT is made this day of &,4,r t - 2017 by
and between THE WOMAN'S FRIEND SOCIETY, located at 12 Hawthorne Boulevard,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("Commission7%
WHEREAS,the Grantor is the owner of certain real property(hereinafter referred to as"the Property")
with improvements therm known as both the Fenno House and the Emmerton House(hereinafter
referred to as"the Building"),located at 12 Hawthorne Boulevard, Salem,Massachusetts,more
particularly described in two deeds,the first deed dated June 12, 1884 from Jennie M.Emmerton to the
Woman's Friend Society and recorded in Essex South Registry of Deeds in Book 1132,Page 89 and the
second deed dated November 25, 1889 from William M.Hill to Woman's Friend Society and recorded in
Essex South Registry of Deeds in Book 1264,Page 510.Copies of these descriptions of the Property are
attached hereto and incorporated herein by this reference as Exhibit A.
WHEREAS,the Building is described as follows,and also depicted in a set of seven(7)photographic
images taken in October 2016,referenced by number in the following text,with copies of said images
attached hereto and incorporated herein by reference as Exhibit C:
The Fenno House/Woman's Friend Society(Emmerton House)is a three-story,red brick Federal
style double house on Hawthorne Boulevard in downtown Salem. The double house is organized
with entrances on the north and south elevations facing away from Hawthorne Boulevard. The
building is rectangular in plan with a three-story rear(west)ell that terminates in a one-story
addition. Exterior walls are laid in a Flemish bond pattern on the east(Hawthorne Boulevard)
and south elevations and a running bond pattern with a header course every eight rows on the
north and west elevations.The building sits on a granite block foundation and is capped by a low
ridge-hipped roof covered in asphalt shingles. Four tall,slender brick chimneys with simple
corbelling pierce the roofline near each corner of the building. Each chimney is capped by a
modem steel chimney cap. A narrow wood cornice encircles the building.
The building's east elevation is symmetrically arranged with four bays facing Hawthorne
Boulevard. The north and south facades are nearly identical with eight irregularly-spaced bays,
including two entrances on each facade. Each entrance features a simple arched opening with
wood trim and a 6-panel wood door. The eastern entrances are framed by elliptical fanlights and
half-height sidelights,while the western entrances feature narrower openings with semicircular
fanlights with tracery and no sidelights. Granite steps with modem steel railings complete all
four doorways. Shadow lines of early 20`h century bracketed Victorian door hoods are still
evident over the entrances on the south facade.
The building's fenestration consists of double hung wood windows in configurations,sizes and
details that vary by floor. Windows on the first and second stories of the main house feature 9/9
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sash framed by wood sills and double-keyed,splayed lintels of delicately dressed stone. Third
story windows,which are shortened,contain 6/6 wood sash,wood sills and splayed stone lintels
without a keystone. Windows on the west(rear)elevation have no decorative lintels. The east
elevation contains a long basement window with a splayed brick lintel. Metal pintels and shutter
hooks are still extant on much of the fenestration on the north,south and east elevations.
On the rear(west)of the building is a three-story rectangular ell with one-story wing that have
concrete foundations and hollow tile walls with a rough stucco finish. The ell is four bays long
with symmetrical fenestration on its north fagade and irregular fenestration on its south fagade.
The wing is two bays long by three bays wide. The ell has a low-hipped roof pierced by one tall
narrow chimney,a simple wood cornice,double hung 6/6 windows(shorter on the third story)
and wood window sills. Some metal pintels and shutter holdbacks survive on both elevations of
the ell. A plain entrance with a paneled Victorian door accessed by a simple wood stairway of
modem construction is located on the ell's south facade. The ell's foundation includes narrow,
multi-light windows regularly arrayed on the north wall and irregularly placed on the south wall.
A late 2¢ury deck has been added to the roof of the ell's one-story wing. The deck,which
is enclosed by a railing of square wood balusters and posts,is accessed by a door centered in the
end wall of the three-story ell. A third-story window is centered over the door.
Three bulkheads are located at the rear of the building. One large rectangular bulkhead with
vertical wood sheathing and a flat roof is located on the southwest end of the main building. Two
other bulkheads,one adjacent to the stairs on the ell entrance and one on the northwest end of the
original brick building,are sloped in shape and minimal in size and design features.
WHEREAS,due to its cultural,historical and architectural significance,the Building and the Property
were accepted for inclusion in the National and State Registers of Historic Places on September 17,2008.
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,B and 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,B and C)shall consist of the following:
Exhibit A.Legal Property Description
Exhibit B.Assessors'Parcel Map and Mortgage Inspection Plan
Exhibit C.Twelve(12)Baseline Photographs Dated January 2017;and
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 Fifty Thousand, Six Hundred and Fifty Dollars($50,650.00)
(soffits,gutters,doors,granite steps and roof)from the Community Preservation Fund("Funds")was
appropriated for the purpose of funding a grant for the restoration of the Building;and
j 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
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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 ofthe 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.
1.Purpose: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
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'sCovenants: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
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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
i 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.
5.Conditional Rig
hts 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..
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 R uirin Further Ate roval b 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;
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(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.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.
8. 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 Damame 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
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.
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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 seek 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 he 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-1"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
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: The Woman's Friend Society
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12 Hawthorne Boulevard
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 seeldng 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
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.
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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.Assignment: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 alla,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.
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 HistoricaI 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
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connection with such taking shall be paid out of the recovered proceeds.Such recovered proceeds shall be
paid to Grantor.
25.Interpretation: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
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 inurement 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.
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28.Archaeolo 'cal Activities:The conduct of archaeological activities on the Property,including without
on and artifact retrieval,may occur only following the submission pf an
limitation survey,excavate 1, y y g
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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).
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IN WITNESS WHEREOF,the Grantor sets its hand and seal this 041 day of 14 rGii ,2017.
By:
GRANTOR:
THE WOMAN'S F SOCIETY
—b'LTC'LGt&—�Pl��
e: Bet ey utts-B ett
Title: dent
u ,ems"
ame: M Z pa
Title: surer
COMMONWEALTH OF MASSACHUSETTS
Essex,ss.
On this b 1A day of M ij 2017,before me,the undersigned notary public,personally
appeared Betsey Lutts-Bennett, roved to me throu satisfactory evidence
of identification,which was(A_cu—nvnLdrivees license (a current U.S.passport)(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 s/he signed it voluntarily for its stated purposes.
THELMA NAOMI.FEUNCISCO
Notary Public
fX11M011YYOLTH OF MwIWE1Tlt
My.Comim .. , l*88 ' I
j`nB 18' i Notary Public
My Commission Expires:
Essex,ss.
On this RR day of 90,4 2017,before me,the undersigned notary public,personally
appeared Mary Zappas,proved to me through satisfactory evidence
of identification,which was a�urxe nver's ii tense (a current U.S.passport)(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 s/he signed it voluntarily for its stated purposes.
'Ak' H&,. .4�
Notary Public
My Commission Expire .
THELMA NAOMI.FRANdSCO
Notary Public
COAut�IMfl{LT1t OF WAWPK=M
my,cmamta = E34lre3
2021 June Is,
i 11
ACCEPTANCE BY THE SALEM HISTORICAL COMMISSION
essica .Herbert, Ohorize
Chair, Salem Historical Commission
COMMONWEALTH OF MASSACHUSE TS
Essex,ss.
On this Ik day of WQfc� 2017 before me,the undersigned notary public,personally appeared
Jessica B.-Herbert,proved to me through satisfactory evidence
of identification,which was Ca curren (a current U.S.passport)(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 s/he signed it voluntarily for its stated purposes as duly
authorized Chair of the Salem Historical Commission.
Notary Publi
My, qsion Ex
THELMA NAOMI FRANCISQO
Notary Public
cowMorawWH aF ors
My.Cominissioei f**Q$
,tune is, gut,
12
ACCEPTANCE AND APPROVAL BY THE CITY OF SALEM
L the undersigned City Clerk of the City of Salem,Massachusetts,hereby certify that at a meeting duly
held on June 9,2016,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
Cheryl Pointe
City Cl k
The undersigned hereby certifies that the foregoing preservation restrictions have been approved and
accepted by the City of Salem
Kimberley riseoll
Mayor
COMMONWEALTH OF MASSACHUSETTS
Essex,ss.
On this 8f day of MOVIlk2017,before me,the undersigned notary public,personally
appeared Cheryl LaPointe,proved to me through satisfacto f identification,which was(a
current driver's license)(a current U.S.passport) m ,personal knowledge f the identity of the principal),
to be tho.pei-sprt whose name is signed on the preceding or a. c e ocument,and acknowledged to me
-fhat--rhe-signed it voluntarily for its stated purposes as Clerk of the City of Salem.
Ulf k1ff4;4r;EL!bliq HER
Notary Public
COMMONWEANFfVF MASSACHUSETTS
_My corni6ssion Expires Notary Public
}Agy 8, 2020 My Commission Expires:
COMMONWEALTH OF MASSACHUSETTS
Essex,ss.
On thi f#-day of j2at, ,J& ,2017,before me,the undersigned notary public,personally
appeared,Kimberley Driscoll,proved to me throw satisfactoryevidence of identification,which was(a
current driver's license)(a current U.S.passport)(my personal knowledge of the identity of the principa
to be the person whose name is signed on the prec g or ace an ac ow ge to me
that she signed it voluntarily for its stated purposes as Mayor of the City of Salem.
JUL.IA-D.MEDINA
Notary Public `... F✓ ��jC�(�`�`Li
® COMNONVi�=-ACTH OF MASSAMUSEfTS Notary Public
My Commisslon Expires
May 4,2ot8 My Commission Expires:
13
APPROVAL BY THE MASSACHUSETTS HISTORICAL COMMISSION
COMMONWEALTH OF MASSACE USETTS
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.
` I before me,the undersigned no public,personally
On this day of Wes.2017, gn notary p ,
appeared Brona Simon proved to me through satisfactory evidence of identification,which was{s-Pa
a^;,@;'*-ic=e) (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.
"'W&tix
Notary Public
y Commission Expires:
14
EXHIBIT A
Legal Property Description
Land and building in Salem at 12 Hawthorne Boulevard(formerly Elm Street)deeded to the
Women's Friend Society in two deeds,bounded and described as follows:
beginning at the centre of the brick block erected by Joseph Fenno on the west side of
Elm Street:
thence running Northerly by said street and bounded Easterly by the same thirty-four(34)
feet six(6)inches by land of the heirs of the late John Nichols:
thence running Westerly by land of said heirs of said Nichols One hundred and thirty
seven(137)feet,six(6)inches to land of the heirs of the late Alice C.Earle:
thence running Southerly and bounded Westerly by land of said Earle heirs thirty four
(34) feet,six(6)inches:
thence ruining Easterly by land of William O'Donnell,One hundred and thirty five(135)
feet to the point begun at in the centre of the said brick block.
The Grantor's deed is recorded at the Essex South Registry of Deeds in Book 1132, Page 89.
beginning at the southeast comer on Elm Street, thence running Westerly by land
formerly of Proctor and Madison,more recently of Quinn,sixty-four feet,eight inches,
thence running Southerly,thirty-five feet,three inches,by said land now or late of Quinn,
thence running Westerly by land of Walsh, now or late about seventy feet, six inches, to
land of Griffin now or late,
thence running Northerly by said land of Griffin, now or late, about seventy feet, to land
formerly of Tucker and Lakeman,
thence running Easterly by land formerly of'hacker and Lakeman,now of Earle,and The
Woman's Friend Society,fifty-four feet,five inches,to the centre of the pantry,
thence in a direct line through the centre of the house,eighty-six feet,to Elm Street, and
thence running southerly by Elm Street,thirty one feet,to the bound begun.The Grantor's deed is
recorded at the Essex South Registry of Deeds in Book 1264,Page 510.
15
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EXHIBIT B
Salem Assessors' Parcel Map
35-Q90)'
3 - &27 a
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35- 35016
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35- 10
455
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o w AREA=
12,000 t S.F.
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a
o �µIpING
p u
SEE PLAN Br12
207/1 M
� 6-
a
a_
I 31. 34' 6•
HAWTHORNE BOULEVARD
THE PLOT PLAN WAS NOT MADE FROM
REFFRQNC- AN INSTRUMENT SURVEY AND IS FOR
DEED: REC. BK. 1132 PG. 8% REC. BK. 1264 P6. 510 THE PURPOSES.OF THE BANK ONLY
TO SALEM FINE TO
NO CIRWMSTANCES ARE OFFSETS
TO BE USED FOR ESTABLISHMENT OF
FENCES, WALLS.HEDGES.ETC.
I CERTIFY THAT THE BUILDING SHOW HEREON
IS LOCATED ON 7HE GROUND AS SHOYM AND IT
CONFORMS TO THE HORIZONTAL 0O11134SION/LL.REGUL.ATKINS
OF THE ZONING BYLAWS OF THE CM OF SALEM MORTGAGE INSPECTION PLAN
AT THE TWE OF CONSTRUCTION OR ARE PROTECTED UNDER 12 T
A
GENERAL LAWS CHAPTER 4OA SECTION 7. LOCATED AT
I ALSO CERTIFY THAT THE BUILDING SHOWN IS NOT 12 HA RIE BOULEVARD
LOCATED NITHIN A FLOOD HAZARD ZONE AS PREPAt�D FOR
DELINEATED ON THE MAP OF COL�7Y150009C0418F
SAL H M EFFy7 2 THE WONAN'S FRIED SOCIETY
BY
FEDERAL EDAERGENCI MANAGEWE NT AGENC7:!:=
c. SCALE 1'a 30' JULr 5. 2012
NORTH SHORE SURVEY CORP.
14 BRO51N STREk?
SALFaL MA 01870
/RIG.PROFESSIONAL LAND SLALVEYIyt 475-7t4-,o,..•'^^ 3757 W
17
EXHIBIT C — BASELINE PHOTOGRAPHS
1.Main Block-South and East Elevations
ME
2.Main Block-East and North Elevations
18
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3.Ell and Main Block-
4.Ells and Main Block-South Elevations
19
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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
IRSTORICAL 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.
i
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.
MA
ior-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.
Major-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.
LANDSCAPE10UTBUILDINGS
Minor - Routine maintenance of outbuildings and landscape including lawn mowing, pruning,
planting,painting,and repair.
Maior -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.
BEATING/AIR CONDITIONING/ELECTRICAL/PLUMBING SYSTEMS
Minor-Repair of existing systems.
24
Major-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.
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