Town attorney tells this citizen blogger that he cannot join in any conversation between officials, about the case.

The Town requested more time from the Court as they had just gotten permission from Hanney to inspect the condition inside the Building.

The Town Attorney also told "yours truly" that he could not to be involved in any discussions with town officials regarding this building so this is probably my last post. Thanks a lot, whatta town.

For the latest info there is a photo tour:
http://www.historicipswich.org/2013/12/04/inside-the-old-town-hall/

Good luck.

Ipswich Requests Information

As of May 20, 2013 Attorney Allison, representing the Town, has requested an inspection of the Old Town Hall property as well as all documents concerning the property and related transactions and actions.

As of July 3, 2013 Entertainment Management Corporation has not responded.

I have a "clean" copy of the 3 page filing which i will send to you on request; meantime the full text (messy format used by the Court's method of preparing documents) is here, below.

~----.
COMMONWEALTH OF MASSACHUSETTS
ESSEX, ss. SUPERIOR COURT DE] 'ARTMENT
CIVIL ACTION NO. 13- 89-B
v.
l.
t.:
TOWN OF IPSWICH,
Plaintiff,
ENTERTAINMENT MANAGEMENT CORP.
and IPSWICH RE HOLDINGS LLC,
Defendants
PLAINTIFF'S FIRST REQUEST FOR THE INSPECTION OF PRQPERTY AND
PRODUCTION OF DOCUMENTS
TO DEFENDANT ENTERTAINMENT MANAGEMENT CORPI:)RA TION
Introduction
Pursuant to Mass. R. Civ. P. 34, Town ofIpswich ("Town") requests Hat Entertainment
Management Corp. (a) permit inspection of the property identified in this Request and (b)
produce the requested documents at the offices of Anderson & Kreiger LLP w thin 30 days.
DEFINITIONS
1. This Request incorporates by reference the uniform definitions .n Superior Court
Standing Order 1-09.
2. "Building" means the Unitarian Church building of the Greek Fevival style,
constructed in approximately 1833, that is located on the Property and was fornerly used as
Town Hall.
3. "Mortgage Agreement(s)" mean the agreement or agreements between Ipswich
Holdings, Live North Ventures LLC, and North Shore Bistro LLC and the Northern Bank &
Trust Company of Woburn, Massachusetts, which are recorded with the South ern Essex Registry
of Deeds in Book 29275, Pages 271 and 300.
4. "Preservation Restriction" means the Preservation Restriction l' .greement
executed August 30, 2006 and approved by the Acting Executive Director of the Massachusetts
Historical Commission on October 6, 2006, which was recorded with the Sout iern Essex
Registry of Deeds in Book 26180, Page 575.
{AO!87232.! I
5. "Property" means the parcel of land at 30 South Main Street in lpswich, MA,
which was conveyed by the Town to Ipswich Holdings by deed dated August .4,2006, recorded
with the Southern Essex Registry of Deeds in Book 26050, Page 36.
6. "Proposal" means the proposal submitted by EMC in response 0 the Town's
RFP.
7. "P&S" means the Purchase and Sale Agreement for the conveyance of the
Property executed by the Town (as seller) and EMC (as buyer) on July 25, 20C5.
8. "RFP" means the Request for Proposals for purchase of the Pro oerty and reuse of
the Building issued by the Town on July 29,2004.
9. "Special Permit and Site Plan Review Approval" means the Spe cial Permit and
Site Plan Review approval issued to EMC by the Ipswich Planning Board on 1\, ray 17, 2006.
10. "Violation Notice" means the violation notice and order for an unsafe structure
issued to Ipswich Holdings by the Building Inspector of the Town ofIpswich i 1October 2010.
INSTRUCTIONS
In responding to this Request, please comply with all applicable require ments of Mass. R.
Civ. P. 34 and Standing Order 1-09. Please produce electronically stored infornation in a
reasonably usable form.
REQUEST FOR INSPECTION
The Town requests that its attorneys, consultants and other designated (gents be
permitted to enter the Property and the Building within 14 days of Defendant's written response
to this request for the purpose of inspection in accordance with Mass. R. Civ. P. 34(a)(2).
DOCUMENT REQUESTS
1. All documents concerning the Property.
2. All documents concerning the Building.
3. All documents concerning the RFP.
4. All documents concerning the Proposal.
5. All documents concerning the P&S.
6. All documents concerning the Special Permit and Site Plan Review Approval.
7. All documents concerning the Preservation Restriction.
(AOI87232.1 ) -2-
8. All documents concerning renovation, repair, maintenance or 0 her work
performed on the Building.
9. All documents concerning damage to the Building.
10. All documents concerning use of the Building.
11. All documents concerning funds expended on the Building.
12. All documents concerning the Mortgage Agreement(s).
13. All documents concerning any appraisal of the Property or the Building.
14. All documents concerning the Violation Notice.
TOWN OF IPSWICH,
By its attorneys,
-:» -~
George A~ Jr. (BBois44493)
Melissa C. Allison (BBO~t 657470)
Rebekah Lacey (BBO#6T,908)
ANDERSON & KREIGE ~, LLP
One Canal Park, Suite 20C
Cambridge, MA 02141
Tel (617) 621-6500
Fax (617) 621-6501
ghall@andersonkreiger.cO'm
Dated: May 20, 2013
CERTIFICATE OF SERVICE
I certify that I served this Request on the other panics by first class mail 10 their cour ;el of record
on this 20th day of May 2013. ~ ~
Melis C. Allison
{AOI87232.1 I - 3 -

Snail's Pace

The two new actions are:

1. 5/22/13 Attorney Melissa Allison submits a Notice of Appearance for the Town of Ipswich, which is basically her announcement that she is "on the case".

2. 5/22/13 Plaintiff (Town of Ipswich) makes 1st request for the inspection of the property and for documents from the defendant (Entertainment Management Corporation).

Let's hope that the inspection also calculates the likely continuing deterioration of the property up to November 2014 -  the time by which the Court plans to resolve the case...

...and let's hope that the documents required from the defendant include many of the Bank documents... lets raise some awareness here.

I will get up to Superior Court and copy any interesting filings that have any substance.

Meanwhile, notice that neither the Ipswich Chronicle nor the Salem News have done any investigative reporting on this juicy subject... gee gosh. I wonder if the income form those full page ads that Hanney takes in these papers has led to that well known fear: jounalisticphobia?

PS- does anyone know what caused an entire window and casing to fall out of the building a few months ago? And who cleaned it up? Was anyone hurt? Are other windows likely to fall too? Is there a need for a safety law suit too?

Legal terms and case schedule 5/22/13

The Court scheduling documents (copied below) are confusing but i got a translation for those of us who need it. Here is your key to the words and related actions:

Service: plaintiff (Town of Ipspwich) to serve summons and complaint on all parties: this is the complaint that the Town has against Hanney.

Answer: defendant(s) (IpswichRE Holdings LLC and Entertainment Management Corporation)  to serve answers to the complaint.

Rule 15: plaintiff to amend complaint. (if necessary)

Rule (12/19/20?): motions to dismiss or to join additional parties. (if resolved or if others need to be included)

Discovery: all discovery to be completed (this is about documents and files and records and so forth, that the parties want in order to make their cases).

Rule 56: motions for summary judgment: this is when the parties submit their arguments asking the Judge to review the case and its merits and reach a decision immediately without holding a full hearing or trial.

Final PTC: pretrial conference. As I understand it, this is NOT a Jury trial -  maybe this refers to the hearing before the Judge? If so, it is probably a last ditch effort for the parties to come to agreeable terms before requiring the Judge to do so.

Disposition: target date by which (non-jury) trial should take place

(I have been told that most of these milestone dates are subject to change, particularly discovery, pretrial conference and disposition.)

Here is the current court schedule referring to the above definitions and abbreviations (TRK means "track"): 

TRK:		F		Discovery:		12/02/2013
Service Date:		05/06/2013		Disposition:		11/27/2014
Rule 15:		07/05/2013		Rule 12/19/20:		07/05/2013
Final PTC:		05/31/2014		Rule 56:		01/31/2014
Answer Date:		06/05/2013		Jury Trial:		NO

odds and ends as we pass the time...

A few odds and ends, as we wait for the wheels of justice to slowly turn...

1. I now have been approved for access to the Trial Court Information Center so can see any new filings that are made in the case. I will check this every 2 or 3 weeks but it will be slow...

2. you may know, Hanney “demanded” a jury trial on all the items in the Complaint. I asked about this and the Town Manager emailed me 4/23 informing me that the remedies the Town is seeking are not subject to a jury trial. 

3. Mr. Hanney is up to date in paying his taxes on the property, according to the Treasurer’s Office.

4. There is an agreement between Hanney and Northern Bank & Trust regarding the Old Town Hall (along with two other properties) which Hanney has apparently used to secure the loan to buy the North Shore Music Theater. This may be problematic to the Bank’s finances. This is because the value of the Old Town Hall property is eroding, promised preservation work has not been done, and the property is unlikely to be worth what the Bank thinks it is worth. Additionally the Bank would have difficulty liquidating this asset at any price; in it’s eroding condition this neglected property would require an estimated minimum of $2,000,000 to become usable space, and the math for recouping on that investment with retail shops and entertainment usage does not add up to a very attractive project.

5. By the way, Hanney’s agreement with Northern Bank & Trust includes an item 5.15 JURY WAIVER that waves Hanney's right to a jury trial on any matters related to those agreements.

6. Personally, having seen the space in the building and was surprised to learn from the Property Card on file at the Assessor’s Office that it is about 13,500 square feet on the first and second floor, and an additional 4000 square feet in the squat dirt basement. (The area does not appear to be that large, to my untrained eye.) In any event, again, Northern Bank & Trust will likely get stuck. I wonder if the Bank is paying attention?

7. Some reference information for those who are interested (also posted elsewhere on this BLOG):

The local designation for the property at 30 South Main Street Ipswich MA is Map & Parcel 42A 112.

Deed is at Essex County Registrar of Deeds 9/1/06 Book 26050 Page 36.

One Municipal Lien Certificate 2/9/10 is Book 29346 Page 508, shows about $3K electric bills overdue.

Commercial Mortgage Security Agreement and term note is at 2/10/10 (filed 2/11/10) Book 29275 Page 271.

Superior Court docket #  ESCV 2013 00189 B.

Hanney's Answer and Demand for Jury Trial PDF

Sorry for the poor quality copy - it is a PDF scan. Email me if you need a cleaner copy!



 ALEXANDER & FEMINO
ATTORNEYS AT LAW
ONE SCHOOLSTREET
BEVERLY, MA 01915
(978) 921-1990
Ii
II
II
I
II ESSEX, SS,
COMMONWEALTH OF MASSACHUSETTS
SUPERIOR COURT DEPARTMENT
CIVIL ACTION NO. 13-189-B
TOWN OF IPSWICH, )
)
Plaintiff )
)
~ ))
ENTERTAINMENT MANAGEMENT CORP., )
AND IPSWICH RE HOLDINGS LLC, )
)
Defendants )
ANSWER AND DEMAND FOR JURY TRIAL
Now come the Defendants, ENTERTAINMENT MANAGEMENT CORP. and
IPSWICH HOLDINGS LLC and make answer to the Plaintiff's Complaint as follows:
Answering the Complaint, paragraph by paragraph, the Defendants say:
1. The allegations contained in paragraph 1are admitted.
2. The allegations contained in paragraph 2 are admitted.
3. The allegations contained in paragraph 3 are admitted
4. Without sufficient information to admit or deny the allegations of paragraph 4
5. Without sufficient information to admit or deny the allegations of paragraph 5.
6. Without sufficient information to admit or deny the allegations of paragraph 6.
7. Without sufficient information to admit or deny the allegations of paragraph 7.
8, Without sufficient information to admit or deny the allegations of paragraph 8.
_J
.1
I
:XANDER & FEMINO I
,TTORNEYS AT LAW I
NE SCHOOL STREET
'EVERLY. MA 01915
(978) 921-1990
II
I
Without sufficient information to admit or deny the allegations of paragraph 9.
Stating further the RFP speaks for itself.
10. Without sufficient information to admit or deny the allegations of paragraph 10.
11. Without sufficient information to admit or deny the allegations of paragraph 11.
12. Without sufficient information to admit or deny the allegations of paragraph 12.
I
I
II
I
.1
III 13. Without sufficient information to admit or deny the allegations of paragraph 13.
14. Without sufficient information to admit or deny the allegations of paragraph 14.
15. The allegations contained in para~aph 15 are admitted. Stating further the EMC
proposal speaks for itself.
16. The allegations contained in paragraph 16 are admitted. Stating further the EMC
proposal speaks for itself.
17. The allegations contained in paragraph 17 are admitted. Stating further the EMC
proposal speaks for itself.
18. The allegations contained in paragraph 18 are admitted. Stating further the EMC
proposal speaks for itself.
19, The allegations contained in paragraph 19 are admitted. Stating further the EMC
proposal speaks for itself.
20. Without sufficient information to admit or deny the allegations of paragraph 20.
21. The allegations contained in paragraph 21 are admitted. Stating further the EMC
proposal speaks for itself.
22. Without sufficient information to admit or deny the allegations of paragraph 22 ..
23. The allegations contain d in paragraph 23 are admitted.

EXANDER & FEMINO
ATTORNEYS AT LAW
)NE SCHOOL STREET
BEVERLY. WoA01915
(978) 921-1990
Ii
II II II
I
Ii :::
44.
I 45.
The allegations contained in paragraph 42 are admitted.
The allegations contained in paragraph 43 are admitted.
The allegations contained in paragraph 44 are admitted.
The allegations contained in paragraph 45 are admitted.
46. The allegations contained in paragraph 46 are admitted.
47. The allegations contained in paragraph 47 are admitted.
48. The allegations contained in paragraph 48 are admitted.
49. Without sufficient information to ei,ther admit or deny the allegations contained in
paragraph 49 ..
COUNT I - BREACH OF CONTRACT
50. The Defendants repeat and reallege paragraphs 1 through 50 of their Answer.
51. The allegations contained in paragraph 51 are denied.
52. a. The allegations contained in paragraph 52 a. are denied.
b. The allegations contained in paragraph 52 b. are denied.
c. The allegations contained in paragraph 52 c. are denied.
d.. The allegations contained in paragraph 52 d. are denied.
e. The allegations contained in paragraph 52 e. are denied.
f. The allegations contained in paragraph 52 f are denied.
g. The allegations contained in paragraph 52 g. are denied.
V/HEREFORE, the Defendants ENTERTAINMENT MANAGEMENT CORP.
and IPSWICH RE HOLDINGS LLC demand that the Plaintiffs Complaint be
dismissed with costs and atto eys' fees to Defendants.
I
II
II
I ::. I
, .
COUNT II
VIOLATION OF PRESENTATION RESTRICTION (c. 184, §§31-33)
The Defendants repeat and reallege paragraphs 51-53 of their Answer.
The allegations contained in paragraph 54 are denied.
WHEREFORE, the Defendants ENTERTAINMENT MANAGEMENT CORP.
and IPSWICHRE HOLDINGS LLC demand that the Plaintiff's Complaint be
dismissed with costs and attorneys' fees to Defendants.
AFFIRMATIVE DEFENSES
The Defendants ENTERTAINMENT MANAGEMENT CORP. and
IPSWICH RE HOLDINGS LLC assert the following affirmative defenses:
1. The Plaintiff's claims are barred by the statute of limitations.
2. The Plaintiff's claims are barred by the statute of frauds.
3. The Plaintiff is estopped from recovery against the Defendants.
4. The Plaintiff is guilty of laches and cannot recover against the Defendants.
5. The Plaintiff is guilty of unclean hands and cannot recover against the Defendants.
6. The claims of the Plaintiff have been waived.
7. Each count of the Plaintiff's Complaint fails to state a claim upon which relief can be
granted because each fails to set forth facts which constitute all of the elements of a
prime facie case.
I 8. The Plaintiff's claims are frivolous and in violation ofG.L. Chapter 231 Section 6F.
WHEREFORE, the Defendants ENTERTAINMENT MANAGEMENT CORP.
ALEXANDER & FEMINO and IPSWICH RE HOLDINGS LLC demand that the Plaintiff's Complaint be
ATTORNEYS AT LAW
ONE SCHOOL STREET dismissed with costs and attorney's fees to Defendants.
BEVERLY, MA 0191S
(978) 921-1990
DEFENDANTS ENTERTAINMENT MANAGEMENT CORP. and IPSWICH
II RE HOLDINGS LLC DEMAND A JURY TRIAL ON ALL ISSUES. DEFENDANTS
ENTERTAINMENT MANAGEMENT CORP. AND IPSWICH RE HOLDINGS LLC
RESERVES THE RIGHT TO SERVE ADDITIONAL DEFENSES, AFFIRlviATIVE
DEFENSES AND COUNTERCLAIMS AS THEY BECOME APPARENT.
Respectfully submitted,
Entertainment Management Corp. and
Ipswich RE Holdings LLC,
By their attorney,
(/J »: ' .. '--",~ ':--:---~\:.r .~:-' .--------- t nard F. Femmo
BBO #16268)
Alexander & Femino
One School Street
Beverly, MA 01915
(978) 921-1990
I hereby Gel1ify that a true copy of the above
document was served upon (each party appeanng
pro 58 and) the attorney of re~ord for each (other)
partybymai,(~)on.3' l'i ""}
t, . / ,
1\
II
ALEXANDER & FEMINO
ATTORNEYS AT LAW
ONE SCHOOL STREET
BEVERLY, MA 01915
(978) 921-1990 \
II
\1
.--~~-----------~
ALEXANDER & FEMINO
ArrOR.NEYS AT LAw
ONE SCHOOL STREET
BEVERLY, M.A5SACHUSl:.Tf501915
LEONARD F. FEIl'ilNO
THOMAS J. ALEXANDER
TELEPHONE (978) 921-1990
FAX (978) 921-4553
LFF@ALEXANDERFEMINO.NET
TERALD A. PARISELU\
March 6, 2013
Civil Clerk's Office
Salem Superior Court
56 Federal Street
Salem;MA 01970
RE: Town of Ipswich, Plaintiffv. Entertainment Management Corp., et al.,
Defendant
Civil Action No. 13-189B
Dear Sir/Madam:
Enclosed herewith please find an Answer and Demand for Jury Trial to be filed in
the above-mentioned matter.
Thank you for your attention to this matter.
~
e y . ly yours, .~?it--- fG "onard F, Femino
LFF/gS'N
Enc.
Cc: Bill Hanney
George A. Hall, Jr., Esquire
r-------------------------------

Hanney demands jury trial

Hanney's attorney has filed an Answer to the Town's Complaint. I uploaded it to the BLOG as a POST. It is a list of admissions, denials, affirmative claims, and a demand for a jury trial on all counts. 

Meanwhile, if anyone is following this case, they can detect when either party has made a filing by setting up an account and then monitoring the on-line docket website for new filings at:

http://www.ma-trialcourts.org/tcic/welcome.jsp

then search for Docket #2013189. you don't get the whole document, just notification of what had been filed, then someone has to go to Newburyport Superior Court to review and copy as much of the detail as they wish, $1 per page.

If anything important appears to be happening in the records I will try to get copies.

Detailed update legal maneuvers 3/5/13

Detailed update March 5 2013

The disposition of the Old Town Hall is a bit confusing at the moment but I can give you the big picture. Most of what has been said in previous posts is correct, except dates, which are rather confusing. FYI the Town is represented by Town Counsel George Hall Jr.

Mr. Hanney (aka Entertainment Management Corp and Ipswich RE Holdings LLC) was served a summons on 2/14/13 to respond to a Complaint that was filed by the Town of Ipswich at the Newburyport Superior Court on 2/5/13. The Complaint is known as Civil Action docket 2013-189 (officially ESCV2013 - 189 - B). It requires Mr. Hanney to respond to the Complaint within 20 days of service not counting the day of service. The BOS had different dates so I have to confirm which is correct.

The Complaint addresses the terms and conditions in the Deed (to use the building for entertainment and retail purposes etc) and the preservation restrictions set up by the Ipswich Historical Commission, also part of the Deed. These restrictions have to do with what is allowed and not allowed in terms of changes to be made to the building, as well as requirements for preservation. 

You will find the preservation restrictions on 13 pages of the Deed on the right hand side column of this BLOG under the section for reference material. (I apologize in advance for the formatting mess in that document, I cannot get the file to copy/paste properly… if you want the properly formatted document ask and I will try to forward it!) In this same list of reference materials you will see Mass General Laws Chapter 184 sections 31 to 33, which govern the preservation restrictions.

The BOS expressed the hope that this approach will ensure the building is properly preserved by Hanney as agreed upon in the Deed documents and specified restrictions. The BOS hopes that this action will also draw in Mr. Hanney to engage in meaningful interaction with the Town to resolve all outstanding issues.  

Based on what the BOS told me, in earlier POST's By the way, in previous POST's I reported incorrectly the dates of various legal requirements based on earlier BOS information that was not accurate. Yikes. I am still trying to nail down the correct dates and facts.

Now that I have seen the Court documents, I can confirm that the Complaint is dated 2/5/13. The summons was served 2/14/13. Also, the Court uses a time-line of legal stages called the Scheduling Order (SO) which ordains the deadlines for various events required to reach resolution. The latest final date for resolution is 11/27/14. That's 1 year and 9 months worst case. Those 21 months aren't going to help the old building very much... this is going to become a big problem, I predict.

The Town Counsel can expedite his stages in the SO that will speed it up, as this SO is a list of stage deadlines, not waiting times; each time either party acts earlier than the deadline, the process jumps ahead and revises the calendar.

At the 3/5/13 BOS Meeting I also asked the BOS in what manner they would monitor legal progress and was told that was done by "haunting" Counsel with regular contact and requests, but Counsel refuses to provide estimates of time lines and contingencies. Not so good. I plan to offer a suggestion for updates that I think will work, more on that later.

You can watch the video of the BOS meeting that led to this post 3/4/13 at http://ipswichma.granicus.com/MediaPlayer.php?view_id=2&clip_id=355. Go to about 10 minutes and 15 seconds into the ICAM replay.

The Complaint, injunction, and remedies

 The details of the Complaint and injunctive relief that the Town Attorney will pursue:

In the best case remedies under Count 1 would result in a return of the property to the Town free and clear, plus costs to restore any damage caused by negligence, plus costs and Attorney’s fees. If I understand it correctly, under Count 2, further remedies would apparently result in repair or compensation for repairs required to meet the specifications of Preservation Restrictions on the building, again along with costs and fees.

See You in Court....

Well the other shoe has dropped, and as of January 28 or so, neither Mr. Hanney nor his representatives have responded to the Town's recent request for a meeting to figure out a mutually beneficial way forward.

So, as of January 28, 2013 the Town Attorney has been in the process of filing an injunction which asks the Courts to enforce several "counts" based on 49 points. Count #1 is basically a Breach of Contract  issue in which the Town demands Hanney return the property to the Town at no cost - free and clear, due to his non-performance on terms and conditions. Count #2  addresses violations of preservation restrictions, and demands that Hanney pay the costs for any related problems and failures to maintain the building.

No estimated dates for getting before a judge were discussed, but the process is underway.

Seeking a mutually agreeable way forward

So the very good news is that the Town has made several calls and sent letters to Mr. Hanney proposing a meeting to find a mutually agreeable way forward that will “preserve the building and put it into constructive use", and to "ensure the integrity and survival of the building”, and to see to it that the building is put to the uses as originally intended.  The letter was sent January 7 and a reply from Mr. Hanney was required in 10 days. I am under the impression that one final phone call may be made to encourage a meeting before litigation is initiated.

Therein is the not so good news...

If Mr. Hanney genuinely wants to sort out things, the Town will either let the Selectmen work it out on their own, or the townspeople will need to make their wishes known soon, and thus allow the Selectmen to pursue an informed direction.  

...and the sort of bad good news, if you know what I mean...

If Mr. Hanney chooses not to respond to the letter or chooses to maintain the status quo, the BOS can tell the Town Counsel to proceed with a demand for injunctive relief.

Of course one can never anticipate all the machinations that would come along with this process! 

What's in the Public Files on the Old Town Hall

I finally got to go through the public file on the Old Town Hall.  There are some real estate records, the P&S from 7/25/2005, and a copy of the old deed from 3/7/1843 Book 336 Leaf 25.

Mostly there are the records of the Municipal Building Reuse Committee (MBRC), including their RFP from 2004, and copies of the 4 proposals, an appraisal report, building covenants and references to the Historical Commission, and so on. They did a lot of work on this project.

There is a cost estimate from Hanney and Mayo for the whole project, at $1.8 million with a completion date of Christmas 2005. At a MBRC meeting, a handful of well known citizens spoke in support of the Hanney proposal but there were few facts cited, and there was no hard evidence of financial viability.

You can't be serious!

I noticed on the Ipswich ICAM that the TerraBlu Teams organization (search previous posts) is fund raising and leading people to believe that they have 60 days to raise the money to buy the Old Town Hall. Please say it ain't so! From the frying pan into the fire. The text:

ICAM Announcement

"We need you!

TerraBlu Teams has 60 days to raise the money needed to rehabilitate an old building into a zero-carbon community and education center. This is a chance to repurpose property and create something long-lasting!
Find out how to give!  Share our link!

www.terrabluteams.org/getting-to-zero-project/"

The BOS did not grant a waiver of first right of refusal to Terra Blu Teams so they should not be doing this, in my opinion. Very misleading to residents. How is this an appropriate use of the ICAM? Somebody ought to rethink this one out.

Be still my heart! A "Preservation Restriction Agreement"

Excitement abounds, at a snail's pace. But given that all the enthusiasm for this Old Town Hall issue has arisen over the holidays, I am encouraged! Let me review all the news as of January 8, 2013:

1. Hurrah, the Town Manager's office propelled by the Board of Selectman (BOS)  is allowing me to see the public files related to the Old Town Hall this week, as the files have finally been returned from the Town Attorney. Of particular interest is what, if any, documentation exists enabling the two or three  groups who appear to be trying for up to 8 years to buy the building (unsuccessfully), Tom Mayo Associates, the Ipswich Playhouse Society, and new-comer TerraBlu Teams (who do not have a waiver).

2. For starters, according to the minutes from a recent Board of Selectman meeting, I was led to believe that the Town has not renewed the dormant liquor license for the Old Town Hall that was granted to Mr. Mayo over the last several years. The wording was a bit unclear.

3. Now let's wade into the heavy stuff... I will be looking for several bits of documentation when I get to look at the public files later this week. In order for any third party entity to try to buy the building from Mr. Hanney, the Deed requires that the Town must provide a waiver of 1st right of refusal to the new buyer, thereby approving the new buyer's intentions for intended use of the building and indicating that the Town does not plan to negotiate to buy the building back, in lieu of the new buyer's plan.

This waiver to Mr. Mayo and the Ipswich Playhouse Society was given at a BOS meeting in May of 2010, and the BOS notes clearly state that the right comes back to the Town if the deal falls through, as it has several times. The Town has too patiently backed a loosing proposition for 8 years.

5. Two Historical Commission representatives stepped up at the 12/17/12 BOS meeting - citizen's queries - and asserted to the BOS that they are authorized under a Preservation Restriction Agreement approved by the owner (Mr. Hanney) as well as the Massachusetts State Historical Commission under the appropriate laws, to monitor and enforce and compel various aspects of the care and repair of the Old Town Hall, and further noted that they intended to contact Hanney to execute those purposes. The Agreement stipulates that the Commission can compel action and place a lien on the property. Thank goodness, and it's about time, I say! The Town Manager was instructed to get it to the Town Counsel. The Historical Commission seems intent on enforcing it, regardless of the Town Attorney opinion.

The BOS indicated that they were unsatisfied about the disposition of the Old Town Hall and not optimistic about the existing proposals and efforts to make use of the building, and that they were always open to a better idea.

As a result of a recent opinion from Town Counsel, after reviewing all the on-file records for options, the BOS sent a letter to Mr. Hanney inferring future unfavorable action, should Mr. Hanney not act in accordance with the original intent in the Deed.

6. The full 13 page deed-related documents including the Preservation Restriction Agreement is available via the Historical Commission's website: (http://www.historicipswich.org/). The link below will take you directly to the details that are on file at the Massachusetts Registry of Deeds Book 26180 Page 575.

https://dl.dropbox.com/u/25986624/Documents/covenants/30_S_Main_Preservation_Restriction.pdf  It is a very comprehensive document.


7. In the meeting minutes, it is noted that the Commission representatives also reported that they had heard the Town was considering making that location into a public safety facility (I did not hear this in the replay... ) and that the Commission voted to oppose any related efforts to demolish the building (I did hear that!).

8. Based on the information included on the Historical Commission's website, it appears that they might be thinking that the old proposal of the virtually defunct Ipswich Playhouse Society is still a contender. The website is at http://www.historicipswich.org/ and the relevant page on the website is http://www.historicipswich.org/old-town-hall/ I believe it is high-time for new ideas and approaches to making this fine old building into an entertainment and cultural center, or at least preserving it and using it for something else we can be proud of.

What is a "manager of record"?

I raised this question at the BOS meeting 12/3/12 because I had seen this phrase used in the BOS Meeting notes of 8/11/08. I learned a peculiar answer:

'Manager of Record" is the person in charge of a liquor license for an entity. Oddly, Ipswich RE Holdings (Hanney, owner of the building) is the entity that asked for and received a liquor license on August 11, 2008, and Tom Mayo of the Ipswich Playhouse Society is the Manager of Record! Go figure.

BOS legal maneuvers

The BOS went into executive session 11/19/12 to discuss the options they have for dealing with the Old Town Hall. Here is what they said back in the public session:

Option 1: Order that the building - since it is vacant - be secured, which means all windows would be boarded up, and big red "X's" placed on all doors. This is to visually warn the public that it is an unoccupied and dangerous building, and to reduce the likelihood that any person would enter and put themselves in danger of being harmed.

Option 2: Legal options which are secret due to the BOS deciding to go into executive session for a real property discussion.

I asked if there were any non-legal options under consideration (negotiating with the owner, for example?) and there was no clear answer.

To see the relevant discussions, watch from minutes 13 to 22. Go to: http://www.icamipswich.com/video.php

At the next BOS meeting I would like know:

Is the following accurate? It appears that for someone to buy the Old Town Hall, the town & BOS have 80 days from notification to either:

• Do nothing for 80 days therefore enabling the terms of the deal (theater, condo, offices, parking lot) to go forward however it likes.
• Waive right of first refusal enabling the terms of the deal (theater, condo, offices, parking lot) to go forward at the price offered by the 3rd party  buyer and accepted by the seller.  
• Exercise right of first refusal and buy back the building at the bona fide amount offered by the buyer.
• Exercise right of first refusal and enter into arbitration to buy back the building at a lower rate than the amount offered by the buyer.

1. Has first right of refusal been waived for any entity, including the Ipswich Playhouse Society? (yes I discovered later, by BOS vote)
2. If so, is there public documentation of this waiver? 
3. What criteria was the BOS using in the past, and what criteria they would use in the future, to grant a waiver of first right of refusal for potential buyers? How do/will you know they are operationally credible, and able to perform as the deed requires?
4. Why hasn't the BOS elected to have the building secured?

Selectman Meeting Nov 19, 2012: A Time To Be Heard

Selectman Meeting Nov 19, 2012: A Time To Be Heard

There was no update, but several citizen queries. When specific incidents of deterioration were raised, the Town Manager (TM) asserted there was nothing the Town could do to stop the deterioration of the building since it was private property. It seemed like all the Town could do is put a BIG RED X on the door. More on this soon.

To take the broader view, the Town via the Board of Selectman (BOS) is the Grantor of a Deed with restrictions, these restrictions which have been summarily dismissed for 6 years by the Grantee of the Deed, Mr. Hanney of the North Shore Music Theater (who also carries a $4,000,000 [yes, million!] mortgage citing the Old Town Hall as collateral).

Surely the Town can act against this violation of the Deed just as any Grantor could act against a violation of a Deed by any Grantee? Surely there is recourse, or Deeds would be no better than handshakes. Is this the case? Let's hear from a few legal eagles, what are the options, here?

When asked to define their role and responsibilities in this matter, the Board of Selectman (BOS) explained the basic history of the situation and noted that the decision to pursue the current goal of a theater was the decision of an earlier BOS - that is accurate but does not answer the question, nor does it give other BOS's permission to ignore (FOR 8 YEARS!) the actions of their predecessors. Note that this project was ultimately approved at Town Meeting by the people of Ipswich, who authorized the BOS to act on their behalf. Unfortunately, none of the BOS's - since the decision was first made to head in this direction back in 2004 - have produced any positive results.

In any event, every elected official must support prior Articles that passed Town Meeting; in this case it is what the people want, not what the BOS want. The BOS were authorized to correctly implement Articles, not ignore them.

After a bit more exposition, the BOS noted that they were looking into the legal options - I asked if they were considering non-legal options as well and they said "yes".

SO IF YOU WANT TO BE HEARD, NOW IS A VERY GOOD TIME!

In a nutshell, what the various Boards of Selectmen have done over the 8 years is three-fold:

1. sold the building to Mr. Hanney with restrictions that he use it as he agreed, as a theater and shops;
2. supported and later authorized the Ipswich Playhouse Society to purchase the building with raised funds and restrictions that they use it as a theater and shops;
3. conducted occasional and relatively informal discussions with these two parties, including rather scant exchanges of information.

Neither official agreement nor informal communication has performed. 

Unfortunately, we the people have done no better. Instead, we have sat by while these two utterly ineffective agreements drone on; let several BOS's ignore the Gordian knot of problems associated with the project; watched the building deteriorate literally before our eyes; allowed the property asset to benefit the owner as collateral while he dismisses his promises and chooses not to comply with the restrictions in the Deed with no benefit whatsoever to the Town.

Again:

IF YOU WANT TO BE HEARD, NOW IS A VERY GOOD TIME!

There Must be Some Kind of Way Outta Here…

There Must be Some Kind of Way Outta Here…

What can the Town do, about the Old Town Hall? The temptation is typically to assert that we already know everything about a problem and already have the best idea for solving it. This kind of biased and shallow decision-making often overlooks key information and good options and rarely produces the best result. There needs to be process that will help navigate to the best solution. What might this process look like?

 A. Data collection: Clear unbiased comprehensive and open communication. What is the status of - and what are the implications of - the owner’s position? The townpeople’s desires? The original project? The financial picture? The building itself? Previous Selectman actions, like waiving the first right of refusal? What is within the range of the Selectman’s official role as Grantor, going forward? Etc.

B. Consideration and analysis: what does all of this mean to the Owner and the Town and the project?

C. What are the options for the building/location? pro’s and con’s of each? (from the point of view of community preference, financial realities, viability & chance of success, etc)

D. What’s the plan for getting from where we are to where we want to be?

E. Action

Right now the town is barely in Stage A and some seem to be trying to go directly to Stage E.  If they do have it all figured out, they need to lay it out openly so the rest of us can evaluate and choose to buy in or not.

If there was a citizen’s query: 22 Questions regarding the Old Town Hall

If there was a citizen’s query: 22 Questions regarding the Old Town Hall

1.      What is the role of the Board of Selectman (Grantors of the deed with restrictions, public info) in determining the future of the Old Town Hall?

2.      What information was exchanged and what was decided at the most recent interaction between the Board and the Owner (grantee, public info)?

3.      What is the status of the original project as outlined in the deed, according to the Owner? (public knowledge)

4.      What is the current condition of the building compared to 8 years ago?

5.      Are the Town and the Owner up to date with all the building inspections and code requirements? If not, what are the implications?

6.      Does any entity have exclusive rights to negotiate for the purchase of the Old Town Hall? To lease it?

7.      Does the Town have any rights regarding who Hanney leases the property to? Or how a tenant uses it? Implications?

8.      If the building is leased while it remains semi-demolished and still $2 to $4 million short of repairs – what is the purpose of leasing it?! Who pays the rent?

9.      Who is the “manager of record” for Ipswich RE Holdings LLC? What is their role?

10.   Under the current circumstances in which no third party has been willing and able to buy and renovate the building, would the Board recommend that the Building be owned by the town or by the current Owner?

11.   How does the Owner’s $4 million mortgage on the property impact the sale or lease of it? Is the BOS communicating with the mortgager?

12.   Do the Selectman require any Articles to be put before the Town in the event that it should ever be in a position to purchase the building? What Articles? When?

13.   From the building’s point-of-view, it’s been 8 years of nothing but getting gutted, being left to deteriorate, and springing leaks; what specific commitment do the Board members have to the original project? To any project? To keeping the building from losing all its value? To creating a path forward for the building?

14.   What is the current status – already underway or on the Board’s agenda - related to this matter?

15.   Given that there has been virtually no information or updates from the Selectman, what citizen input or documentation of facts or expert knowledge do the Selectman have that indicates it is time to seek litigation regarding the Old Town Hall?

16.   What problem are the Selectman trying to resolve with litigation? What options to litigation were ruled out and why?

17.   When will you be able to answer these and related questions? When will you show your ES notes?

18.   Do the restrictions and lousy wording in the deed and lack of sanctions carry over if Hanney sells the building to another third party?

19.   Is there any entity that has offered proof and made a credible case for their ability to buy and renovate the building , and successfully manage it as a theater & shops?

20.   Is there any entity that has offered proof and made a credible case for their ability to buy and renovate the building , and successfully use it for ANY purpose?

21.   What are all the possible ways forward, pros and cons?

22.   How should residents be involved?

Thoughts related to Chronicle story 11/15/2012: Tug of War on South Main Continues; Hanney still holds deed despite pressure to sell by Sally Kuhn

It seems the gloves are off! “War!” Well let’s try to get our facts straight, get level-headed, and get in position to make decent decisions about the Old Town Hall.

Sally’s article confirms that the BOS are meeting in Executive Session regarding the Old Town Hall.  

Comment: FYI that means they are most likely planning to discuss litigating a solution. Let’s see, how does that choice work out for the town in the past… hmmm…  I wonder if all the negotiating opportunities have run out. (What negotiating, you rightly ask?!) Not to mention the fund raising to buy and renovate the building. (What fund raising you rightly ask?!) Once again, the town goes forward with too little information.

So many questions for that Executive Session!  If there was to be an open citizen’s inquiries at the November 19 meeting, I would want to ask a pile of questions, they are posted above.

The article asserts that the Ipswich Playhouse Society (IPS), the non-profit trying to buy the building, has been working on it since 2010.

Comment: In fact, these well intentioned and persistent folks have been involved one way or another since 2004, trying a variety of ways to move the project ahead. This BLOG cites many attempts to raise funds, buy or lease the building, etc. The IPS group received the formal BOS approval to buy the building on  May 24, 2010, but for all practical purposes the core members of this group have been at it for closer to 7 or 8 years, and to date they have not raised any funds. So, the group may be dedicated and certainly well-intentioned but they are to date - unfortunately - without key results. Some have said that many if not most of the people in that group are no longer active and have not been for a long time. I stand to be corrected on that last remark, but I do know several of the people who thought they were a part of that group, and they are not involved or no longer involved.

The article introduces Vera Struck of TerraBluTeams, a non-profit that wants to build carbon neutral property. The article asserts that Struck’s non-profit is interested in buying Old Town Hall.

On November 7, I attended a presentation by Struck and Tom Mayo at Zumi’s, with a hearty (it was a dark and stormy night) audience of about  9 or 10 residents including me, one Selectman, a few teachers, two quiet gentleman, a friendly woman who “didn’t know anybody”, a carbon-neutral advocate from  Appleton Farms…  and others. Here is my review/summary.

The invitation to the meeting referred to Struck’s work in the arena of carbon neutral construction – it cited a few examples, all of which seemed to consist of educational projects in schools, and perhaps one small construction project – it was not clear, the materials and related website were sketchy. The materials also introduced Struck as an award winner for work that helped shape  Fort Point Channel and also noted that Struck was a highly successful artist. You be the judge of all of that; I will try to post links for you.

The presentation was rather incoherent and the content was sketchy. Struck started it off, with a videographer preserving the action (so if you want to form first-hand opinions you should ask to see the replay). Struck read aloud a written presentation for about 10 minutes. Struck asked the audience how many of us would like the Old Town Hall to be carbon neutral (zero carbon footprint) and everyone dutifully raised their hands, and off we went. The presentation consisted of about 5 or 6 slides with the scantiest catch phrases but extremely limited substance.

Tom Mayo spoke for 5 minutes, presenting the floor plans and some schemes about donations to this somewhat donation-challenged audience (speaking for myself?!) J.

There was a quiet Q&A session at the end… one person enthusiastically suggested a carbon neutral project for the schools would be a big hit. The fellow from Appleton spoke highly of the Farm’s house (near the small visitors’ parking lot across from the cow barn), which he said was the only carbon neutral building in Massachusetts.  (That farm house, FYI, is a 9 to 5 kind of thing, offices, not a residence.) At this time, Struck noted that she was looking for any building in Ipswich or anywhere else on the North Shore, and that they had only done small projects so far, nothing as large as the Old Town Hall. There did not appear to be any proof of concept for TerraBluTeam’s approach for large commercial buildings.

I asked about the funds for all these lovely ideas. Who was going to pay for it all? Was Struck going to buy the building and pay for it? How? Struck and Mayo both responded, saying they would both raise funds, but were unable to articulate how this would work, no details.

After the meeting, Tom told me that Struck’s group would rent space in the building to teach classes about “getting to zero”. It seemed as if the two groups had not worked out anything in advance. I asked Tom if how much money had been raised over the past X years, and the answer was zero, this is effectively a new start for them.  

Personally, I think carbon neutral is a great goal and making a video about an entire project as a way to encourage others to go neutral is an awesome concept. It could put Ipswich on the map, if it was done at the right time in the right way by the right people with the right money.

The article refers to a caretaker’s room, as part of Struck’s plan.

I wonder what that is all about?

The article notes that Town Counsel George Hall will be at the Executive Session.

By the way, remember that right now only the IPS has the right to buy the building, as approved by the BOS May 24, 2010. As far as I can see, there is no approval for the IPS to directly lease the building from Hanney, nor does there need to be. The deed does not directly address leasing. I would think that Hanney retains the right to lease, so long as the tenant follows the terms of the deed, but what recourse does the Town have if the tenant does not? Another 8 years of deterioration? 

Kristina Brendel's recent visit to Old Town Hall

Update from a visitor to Old Town Hall
Posted by Railroad Bill on behalf of: Kristina Brendel: UnknownNovember 14, 2012 3:48 PM

I'm so glad you have started this blog! Old Town Hall has stood unused long enough... however, there are issues...

Quite recently husband and I surveyed the building with the thought of following through with the theatre/retail/restaurant plan. The challenges were far too great for us to consider pursuing it.

We were inside the building about a month ago. Deterioration continues apace. One of the best historical elements of the building (the chandelier's plaster ceiling medallion in the theatre space) has been seriously damaged by water leaking through the roof. In addition, much of the plaster ceiling is water damaged.

The stage, while initially appealing, is not acceptable for live theatre at this time. There is no backstage space to speak of, and limited access to the downstairs space. There is no direct access from the outside to the stage area.

The building has no electrical system in place. Hanney's people strung work lights when he was using the building for storage, but other than this minimal service, there is none.

The building has no heating system in place. There is some antiquated furnace-like machinery in the cellar, but it is non-functioning at this time.

The building has no water system in place.

Its location is not conducive to retail activity. It is too far off the street and does not have the street presence or display ability necessary to draw people in. Therefore anything that went into that space would need to be a destination on its own. Like, say, a theatre. Hm...

The cellar has been mentioned as a place for a jazz bar. In order for anything to happen down there, the floor will have to be excavated by at least a 3-4 feet before it could be considered.

You mention a "raked floor" in your post. The only rake in the theatre space is in the small balcony, and it is very slight. The iron railing, though, is nice...

A conversation with Mr. Hanney revealed that he is anxious to get rid of the building, but is unwilling to take ANY loss on the investment. He wants to recoup not only the purchase price, but all the taxes he has paid on it as well as all other expenses incurred (maintenance, utilities, demolition, etc). This pushes his asking price way up.

Due to the ongoing deterioration, the buildout is now estimated to cost more like $4 million than the earlier estimate of $2M.

It would be a shame to lose this building. But as much as I long to preserve it, there are many obstacles to doing so. And they will all be very costly.

What's up with Old Town Hall?

My wife Kristina (owner of Time & Tide Fine Art on Market St.) and I seriously pursued the idea of fulfilling Tom and Diane Mayos’ very attractive vision for a performing arts/retail center in Old Town Hall. Along with Mr. Chris Florio, we met with the owner, Mr. Hanney, and his team. We toured the facilities.

Kristina also spoke with Glenn Gibbs. He indicated that he, and the town in general, would LOVE to see that building saved and developed, but there’s a boatload of obstacles. The asking price ($500K) is way too high. And the building has not appreciated in the years that Hanney has owned it, quite the opposite. The deterioration continues, and Glenn feels it may be accelerating.

We understand that an unnamed interested party who looked at the building in the last year was reportedly stunned by the deterioration since they last looked at it 2-3 years ago. Their estimate to make the building usable (as office space) was $4M. This may be way high, but even half of that is daunting.

The building remains under historic preservation restrictions.

Having the Mayo deal "in the works" allows Hanney to keep the town off his back. "Look, I'm trying to work a deal, but the guy won't move!" On the other hand, some who have seen the lease contract offered by Hanney say it’s very lopsided in Hanney’s favor, to Mayo’s disadvantage.

Some have said that the only gambit that will get Hanney to budge on his end is publicity. "Bill Hanney" is a commodity, his name is at the top of every North Shore Music Theatre (NSMT) ad. He needs his good name. If that were threatened, he might move to protect it.

The planning office provided us a marketing consulting company report from 2008. It indicates that the property does not have strong potential for retail.

Tom Mayo spoke with Kristina in person at the gallery. His attitude was that the Mayos are still very much "in." The latest delay: Hanney bought the building for cash but then mortgaged it (just as we would probably have done), but instead of using the money to restore this building, he sank the money into NSMT. The mortgage bundles the Ipswich building with those at NSMT. Mayo's lawyer (Don Greenough) wants a letter from the bank assuring them that if the building is purchased, the bank will release the lien on it. Whether such a paper has been produced, we don’t know; it’s technically none of our business.

Tom described the lease option negotiation: Mayos sent a lease option contract, and Hanney returned it with piles of additional demands, including a demand that they abide by the laws of the State of New York. Interior paint surfaces to be maintained by the tenant (what paint?), etc. Mayo/Greenough believe it's a smoke screen to allow Hanney to hang on to the building. The theory being that Hanney thinks the property will appreciate when the economy picks up.

There has also been talk of a jazz club being part of the “new Old Town Hall.” Kristina asked the question we’ve heard from others a number of times: "Tom, what is your interest in the jazz club?" His face lit up. He wants to own and run it. He doesn’t seem to have any experience in such an enterprise, however.

Our experience tells us that a theatre company (and probably a jazz club) needs a deep-pockets sugar daddy on top of a crack fundraising operation, in addition to a theatre-savvy “artistic director.”

Getting involved

Like you, I have been interested in the Old  Town Hall project for oh, the last 8 years or so as its fate as a 300 to 450 seat theater with a few retail shops and maybe a jazz club has been bandied about by many but resolved by none. Again, like many of you, and depending on attention span, available time, and the clarity of what was being communicated, I had become more and less interested in this project over time, attended a few meetings, toured the building, listened to various pitches about what to do, etc.

Recent events suggest that the project will soon be in the limelight once again.

What gets you interested in this project? What do you want to learn about it? Any ideas about how to make this costly project financially viable?