PRESERVATION RESTRICTION - BROOKHOUSE HOME - 180 DERBY STREET -?J 1
U1 PRESERVATION RESTRICTION AGREEMENT III III lip
between RISE ESSEX #471 Bk;40732 Pg;424
02/16/2022 03:57 RSTR Pg 1/31
BROOKHOUSE HOME BOARD OF GOVERNANCE
D/B/A BROOKHOUSE HOME
and the
CITY OF SALEM,MASSACHUSETTS
BY AND THROUGH THE SALEM HISTORICAL COMMISSION
THIS PRESERVATION RESTRICTION AGREEMENT is made this_.//2 day of pt�/ 2021
by and between the BROOKHOUSE HOME BOARD OF GOVERNANCE,DB/A THE BROOHOUSE
HOME, located at 180 Derby 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 98 Washington Street,Salem,Massachusetts,01970
("Commission"),
WHEREAS,the Grantor is the owner of certain real property(hereinafter referred to as"the Property")
with improvements thereon known as the Brookhouse Home(hereinafter referred to as"the Building"),
located at 180 Derby Street,Salem,Massachusetts,more particularly described in a deed dated June 1,
1860 from Robert Brookhouse to the Association for the Relief of Aged and Destitute Women of Salem
and recorded in Essex South Registry of Deeds in Book 623,Page 239.A copy of the description of the
Property is 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 nineteen(19)photographic
images taken in September and October,2019 and March,2021,with copies of said images attached
hereto and incorporated herein by reference as Exhibit C:
The Brookhouse Home building at 180 Derby Street was constructed in 1810-1812 by Benjamin W.
Crowninshield and designed in the Federal style by noted Salem architect,Samuel McIntire.
Crowninshield was one of Salem's most successful merchants and served as Secretary of the Navy under
Presidents Madison and Monroe. In 1861,Robert Brookhouse,a Salem merchant and philanthropist,
establish the building as a home for aged women when he donated it to the Salem Association for Relief
of Aged and Destitute Women. Numerous alterations have been made to the house beginning about 1822
when it was expanded for conversion to a duplex and later,in several stages,to accommodate its
utilization as a home for aged women. Additions made in 1906 and 1916 were designed by Boston
architect,William Gibbons Rantoul(1867-1949). The 1906 alterations included a three-story
replacement of an 1860s addition on the north end and the construction of a new three-story addition
north of it. Other additions were made on the west side of these two rear sections.
The Building is located on a 26,277 SF lot at the NW corner of Orange and Derby Streets.The Building
sits behind a small,front lawn with a yard to the west,all enclosed by a cast-iron picket fence.
The three-story,hipped roof Building is constructed of brick in a Flemish bond pattern and features a
foreshortened third story.The 5x6 bay Building is rectangular in plan,with several large,three-story rear
ells that are staggered on the east elevation along Orange Street.The Building sits on a high granite
foundation and its main entrance(south)is reached by several granite steps.The Building's hipped roof is
clad in slate shingles and two large interior chimneys piece the roofline above the east and west
elevations.Two additional chimneys are located on rear ells. Fenestration on the main block and the later
ells consists primarily of 6/6,double-hung,wood sash with splayed and reeded brownstone lintels and
sills(painted white).
1
South Elevation
The Building's symmetrical facade(south)features a center-entrance with a semi-elliptical fanlight and 3/
sidelights with elliptical tracery.The entrance is sheltered by a portico(ca. 1820)with smooth shafted
Doric columns supporting an entablature composed of a filleted frieze and a cornice.Engaged pilasters
are located at the junction between the portico and the Building.Windows on this elevation are flanked by
louvered blinds.A bronze plaque commemorating the incorporation of the Home for Aged Women in
1861 by Robert Brookhouse is centered in the middle bay of the facade between the second and third
stories.
East Elevation
The Building's east elevation is six bays deep on the main block with an additional six bays and four
bays,respectively on the two rear ells.The first ell features five symmetrically arranged bays with an
additional bay on the north end that is likely a later addition.First story windows on the first five bays are
set within blind arches with bays four and five featuring shortened windows with brick infill below.A
brick string course is located directly above the arches.Bay six on this ell includes paired 8/8 windows on
the first story with a brick lintel.
On the northernmost ell,a Classical style entrance on Orange Street features an engaged,Doric square-
section posts supporting an entablature with frieze,accented with rosettes,a dentil range treated with a
Greek key motif and a cornice.Above it at the second level is a blind,elliptical arch with a carved
keystone,a window and a wrought iron balcony.A distinguishing feature of this section is the use of
tripartite windows.
North Elevation
The north elevation of the rear ell is two bays with foreshortened windows on the first and third stories.
All windows are 6/6 double hung sash with splayed lintels.The brick string course from the east elevation
of the ells continues on this elevation.Two metal downspouts are located on the corners of the elevation.
One interior chimney is located on this wall.
West Elevation
The west elevation of the main block is six bays deep with a secondary,ca. 1860,Federal style entrance
with elliptical fanlight located in the fifth bay(S to N).The lot gradually rises to the north,which results
in a declining foundation height to the secondary entrance,which is accessed at grade.
Further north,on the west elevation of the rear ell is a two-story portico supported by four,massive,
smooth-shafted Doric columns.Within the portico the ell contains three bays of tripartite windows topped
by elliptical fanlights on the first story and tripartite windows with splayed lintels on the second story.A
second story balcony contains metal grillwork and is lit by pendant lanterns.
North of this portico is a two-story brick addition that extends two bays to the west.Its west elevation is
marked by a tripartite window on the first story set within a semi-circular arched recess. Stepped back
from this to the north is a west facing,single-story entrance featuring a paneled door with transom.A
chimney is engaged with the north elevation of this addition.At the intersection of the addition with the
ell is another entry sheltered by a flat roof portico supported by a single,smooth-shafted column.A
copper downspout is located at the junction of the northern-most ell.
The northern-most rear ell features details similar to those on the ell's east elevation.Tripartite windows
flank single-sash windows on the second and third stories.First story windows are also single sash.
Windows feature simple splayed lintels except for second story tripartite windows that feature splayed
lintels with keystones.
Open Air Shelter
A single-story,Open Air Shelter,built sometime during the early twentieth century,is located at the
northern limit of the lawn.It has brick walls at the rear(north)and west side,but has a lattice-work
opening on the east side where it is supported by a brick pier. On its south elevation it takes the form of a
2
seven-bay pergola supported by heavy,smooth-shafted Doric columns.At the west end of the structure is
an entirely enclosed section of brick with a semi-circular window in the south wall.
WHEREAS,due to their historical and architectural significance,the Building and the Property were
included were included in the Derby Street Historic District established by the City of Salem on
December 17, 1974,were included in the Derby Waterfront Historic District listed in the National
Register of Historic Places on May 17, 1976,and as a result of the foregoing are included in the State
Register of Historic Places;and
WHEREAS,Grantor and Grantee recognize the architectural,historic,and cultural values(hereinafter
"preservation values")and significance of the Building and the Property 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 and the Property are 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 and Property 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 Detail of Parcel 35-0326
Exhibit C.Nineteen(19)Baseline Photographs Dated September and October,2019,and March,
2021;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 One Hundred and Twenty-five Thousand Dollars($125,000)from
the Community Preservation Fund("Funds")was appropriated for the purpose of funding a grant for the
restoration of exterior brickwork 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;
3
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 and the Property to be administered,managed and enforced
by the Commission.
1.Pumose: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 or the Property 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'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;
4
d. no additions and/or outbuildings may be attached to the Building without prior approval of
the Grantor;and
C. moving the Building to another location shall be forbidden without prior approval of the
Commission.
5.Conditional Rights 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 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.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
5
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 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
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 Casualt ,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/lender's 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 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"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
6
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: Brookhouse Home Board of Governance
180 Derby Street
Salem,MA 01970
Grantee: Salem Historical Commission
c/o City of Salem
Department of Planning&Community Development
98 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,
7
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.
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 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
8
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 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 approvals
following 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.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.
9
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 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.Archaeoloy-ical 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 Massachusetts Historical
Commission and recorded with the Essex South Registry of Deeds on September 25, 1987 in Book 9200,
Page 223 (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. 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
fih
IN WITNESS WHEREOF,the Grantor sets its hand and seal this/C/ day of n/9 v frY L't-t,2021.
By:
GRANTOR:
Brookhouse Home Board of Governance
Thomas Crane
President
Kevin Daly
Treasurer
COMMONWEALTH OF MASSAC1 USETTS
Essex,ss.
On this Pk-day of 2021,before me,the undersigned notary public,personall a eared
Thomas Crane,proved to me through satisfactory evidence of identification,which was( current dr '
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 ie signed it voluntarily for
its stated purposes.
No Public A? 1 G1r,. WM
hen
' /1blicMy Commission Expires: I,(y/��7 ASSACHUSETTS Expires 2027
Essex,ss.
On this 0-day of 2021,before me,the undersigned notary pu lie ersona Kevin
Daley,proved to me through satisfactory evidence of identification,which w (ate current driver's�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 in that s/ signed it voluntarily for its
stated purposes.
Notary Public =OMMONWEALTH
hen
My Commission Expires: t��y��,�-� blic
SSACHUSETTS
Expireslf ,2027
11
ACCEPTANCE BY THE SALEM HISTORICAL COMMISSION
rence Spang, my auth 'zed
Chair, Salem Historical Commissi
COMMONWEALTH OF MASSACHUSETTS
Essex, ss. Salem,MA
On this 20a'day of January,2022 before me,the undersigned notary public,personally appeared
Laurence Spang,proved to me through satisfactory evidence of identification,which was a
Massachusetts driver's license,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 purpose as
duly authorized Chair of the Salem Historical Commission.
otary Public,Joanne q.Roomey
* JoMWKROOvY y Commission Expires: 8/18/28
Mtn Public,Cafflmwealpt of M92M
My Carm�sion Etc km ft
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 January 27,2022,the City Council voted by a unanimous roll call vote of 11 yeas,0 nays and 0
absent 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
c
O,- S
ene Simons
City Clerk
The undersigned hereby certifies that the foregoing preservation restrictions have been approved and
accepted by the City of Salem
KimberleHwscoll
Mayor
COMMONWEALTH OF MASSACHUSETTS
Essex, ss.
On this day of_fC-At,p,wj ,2022,before me,the undersigned notary public,personally
appeared Ilene Simons,proved to me through satisfactory evidence of identification,which 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 Clerk
of the City of Salem.
Notary Public
My Commission Expire
� Maureen Elizabeth Fisher
lf
Notary Public
COMMONWEALTH OF MASSACHUSETTS COMMONWEALTH OF MASSACHUSETTS
Essex, ss. My Commission Expires
July 15,2027
On this day of rf'bMk'ft'f'L'j ,2022,before me,the undersigned notary public,personally
appeared,Kimberley Driscoll,prc, red 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.
Notary Public
My Commission Expires:
Maureen Elizabeth Fisher
Notary Public
COMMONWEALTH OF MASSACHUSETTS
My Commission Expires
13 , July 15,2027'
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
Tom- ��--
Brona Simon
Executive Director and Clerk
COMMONWEALTH OF MASSACHUSETTS
Suffolk,ss.
On this �t day of F bral-7 ,2022, before me, the undersigned notary public,personally
appeared Brona Simon proved to me through satisfactory evidence of identification,which was(a-cu=at
dri veei+eeme)( (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.
P-(otary Public � u
My Commission Expires:
JOSHUA N. DOWN Mot ,•�
* Notary Public •••••••�••yg�
Commonwealth of Mauathusetts
My Commission Expires to
September 18, 2028
14
EXHIBIT A
Legal Property Description
The land with the buildings thereon,situated at 180 Derby Street, Salem, Essex County,
Massachusetts,and being described as follows:
Bounded Southerly by Derby Street, Westerly by Curtis Street, Northerly by land late of
Brown's heirs and Easterly by Orange Street with the brick dwelling house and out
buildings standing thereon.
Source: Southern Essex District Registry of Deeds, Book 623,Page 239.
15
EXHIBIT B
Salem Assessors' Parcel Map 35-0326
a�
J ' i
4vi'�
.a.
s ► - .�L
2 Ot
"0
35-432
„ono
MAIN c 5OL
��q s5A2d
35
3E?1f0't fl
_a71 P�1
bi ai
3, �; =
16
EXHIBIT C
Baseline Photographs
o•� _F � 1 I via
I- _5
Photo#1:Front(South)fagade,Derby Street
17
1`� 1 Il R•.
"i r --L r i• 3.
r
1
_ j
Photo of front
entrance(South),Derby Street
Elm
Impt.
SIM
FNI
str
SWAIM
18
i i Yirfw awl wasl r•.rw ill:I�Y�.lYa�www�.��YYa� w '
Y -
P
S" 1
war##• _ � .f
Photo
rj •�•• Orangefagade
Street
view from
Derby
Street
• •
Street fagade
center
Orangesection
19
- s
j�
i
Photo#5: Orange Street fagade(East)—view of rear section from corner of Orange&Curtis Streets
20
Photo#6:Detail of Orange Street(East)entrance
21
Photo#7—
View of
- rear fagade
(North),
® Curtis
Street
Photo#8—
View of
North and
i - West
_ fagades
from
Curtis
A Street
r
r
22
r`-
Photo 49
`-�- —View of
West
Fagade
rear
_ section
from
_ Curtis
Street
Photo#10
—View of
West
,M Fagadc
entrance
23
- - Photo#11
-View of
_ West
Fagade
from
interior of
lot,rear
section
IMF
got
Photo#12
-View of
West
facade
from
—- - interior of
lot,
courtyard
24
Photo
11 ,13
—View 1
West
fagade
from
interior of
courtyard
I �1
Photo#14
View of
West
Faqade
from
...� pt.ILM1aM� �flfipYa.�r r�ila. Naala rt..-i .
'FL-
interior of
lot,front
1 center
sections
25
- - a
—� I y
i� 1 .t��Y 'Y VM •� r
7
N Tw '��1 tiC.`.d L'-Jka- �'Ra v at s�•4= r-
_�
-.J4•IM.Mi- it+sr �• L s�- Photo • Detail
faqade entrance
y 6 rl1
'7k -70� ��_•
27
_ •J �
.t. Photo
View of
:;►{ open air
shelter
South
ti ufacade
Ste• 1- - � -- .`1
..�, ✓ Photo
r • of
rr open air
facade
No IF
MEN
OWN
28
♦_ -i...i1...F y— Ira.
i
Photo#19—
View of rear
wall of popen
p f air shelter
y North fagade
h
r
r
4
Z�
i
29
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 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.
Maior-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.
HEATING/AIR CONDITIONING/ELECTRICAL/PLUMBING SYSTEMS
Minor-Repair of existing systems.
30
Maio r-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.
31