HomeMy Public PortalAboutSelect Board -- 2021-09-02 Minutes i .
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MINUTES OF THE SELECT BOARD EXECUTIVE SESSION MINUTES
DATE : September 2, 2021
TIME : 12 : 30pm
PLACE : Remote Teleconference / 2198 Main Street Brewster, MA 02631 Room A
PARTICIPANTS THAT ARE PARTICIPATING IN PERSON : Chair Bingham , Selectperson Hoffmann ,
Selectperson Chaffee , Selectperson Whitney, Town Administrator Peter Lombardi
PARTICIPANTS THAT ARE PARTICIPATING REMOTELY : Selectperson Chatelain
Call to Order Declaration of Quorum Meeting Participation Statement and Recording Statement
Chair Bingham called the meeting to order at 12 : 33pm . All Select Board members present were
announced , and a quorum was declared . Chair Bingham read the meeting participation and recording
statements .
Matters Not Reasonable Anticipated by the Chair
None
Chair Bingham announced that the Board would enter Executive Session and not return to open
session .
Selectperson Whitney moved to enter executive session at 12 : 35pm . Selectperson Hoffmann second .
A roll call vote was taken . Selectperson Whitney-yes, Selectperson Chaffee-yes, Selectperson
Hoffmann -yes, Selectperson Chatelain -yes, Chair Bingham -yes . The Board vote was 5 -Yes, 0- No .
Selectperson Chatelain declared " No other persons are present or able to hear this discussion at this
remote location . "
Executive Session will be to consider the purchase , exchange , lease or value of real property if the
chair declares that an open meeting may have a detrimental effect on the negotiating position of
the public body- 3057 Main Street and 500 W H Besse Cartway .
Mr . Lombardi shared good news, though complicated , he received an email on Tuesday morning
from Jim Fleet expressing interest in talking as soon as possible . Mr . Lombardi spoke with Jim and
one of the two principals for Keene Summit, they relayed that they have a cash , no contingency offer
for $ 20M for the Bay Parcel and only wanted to talk about the Bay Parcel . Adding that their
understanding was that the Town is focused on preventing development on the parcel , the offer
would basically mean that it wouldn 't be intensively developed . It was confirmed that with the offer
the property would become a family compound with multiple residential homes . The Select Board is
in agreement of who they believe the offer is from .
Mr . Lombardi expressed to Mr . Fleet that the Town is sincere in continuing to find a path towards a
negotiated sale for both properties , and the Town maybe willing to make a counteroffer . The Town
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Office of:
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2198 Main Street Town Administrator
Brewster MA 026314898
Phone : ( 508) 896-3701
www . brewster- ma . gov
is still interested in acquiring both properties, the Board of Directors is meeting on Friday morning
and would need an answer before then .
Mr . Lombardi stated that he spoke to them again this morning, at first it seemed as though there was
a threat, then a potential deal . It was relayed that a some of the family was considering taking the
Long Pond parcel off the market and possibly partner with a developer for what sounded like a
significant 40B project, this is an assumption at this point as no details were shared . The other
scenario was if the Town would allow for the private sale of the Bay Parcel, that they would be willing
to negotiate with the Town on a what they viewed as a discounted price for the Long Pond Parcel of
$ 8M . Mr . Lombardi noted that this is in line with what the Select Board had determined when they
provided the $ 32M price tag a month ago .
Mr. Lombardi expressed to them again, yes private devolvement is important to the Town but not
the only driver . They are now well aware of the 200+ yard signs around Town that read , "Sea Camps
for the Public" , and that this is a very important factor politically and otherwise at this point . It was
basically said that if the Town was interested in the Bay Parcel, the offer would have to increase to at
least $ 20M , as they have an offer in hand and are prepared to execute it immediately . Mr . Lombardi
is due to call them back tomorrow at 3 : 30pm and they will not move forward with the purchase and
sales agreement until they hear back from the Town one way or the other .
Mr . Lombardi did review the potential tax benefits of a friendly taking, with information provided
through Town Counsel, the only thing different is that they provide a signed waiver that says they will
not appeal the compensation that the Town provides for the sale . Otherwise, it would proceed as a
normal taking would . It was noted that they expressed interest in closing on one or both of the
properties by end of the calendar year for their own tax purposes . In conversations with the bond
counsel , town counsel and financial advisors, the Town would be prepared to close by mid -
November the latest if the debt exclusions were approved .
Mr . Lombardi had also spoken with Brad Kerse, the broker for the Kennedy' s who requested a
meeting for tomorrow afternoon . The Kennedys have expressed two primary concerns, one being
that an off Cape or out of state developer throws a lot of money at the owners and the parcel is
intensively developed . And the other is that they recognize how difficult it would be for them to out
bid the Town in purchasing the properties . It is unknown if they are aware of their position . It seems
the Kennedy' s are standing in the way of the Town acquiring the bay parcel or they are driving the
costs of the acquisition up if the Town moves forward with a taking .
Mr. Lombardi knows we have talked about it conceptually, we would not intervene if there was a
private sale, we would not initiate the eminent domain process, not sure if we are still there, but
need to be able to communicate to the Kennedy' s . The Town will still bring to Town Meeting and still
move forward . The Board shared their thoughts on where the bids stands and their assumptions of
what the Kennedy' s know at this point, or don 't know .
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Selectperson Chaffee noted that the most significant information that was shared was that the
maximum price, comes down from $ 32M to $ 28M or below . Mr . Lombardi said fair to say they
seemed panicked , realizing all their scenarios are narrowing very quickly, playing the bidders against
each other .
The Board discussed the comments made by the sellers and what they believe it means for the Town .
They are trying to frame it so that the Town can claim victory, we have prevented private
development on both parcels . On the Bay; not intensively developed with a private residence and the
Long Pond parcel we get to preserve it .
Selectperson Chatelain on the Long Pond Paracel , reading it differently, they don 't have good offers
and trying to use it to backfill whatever negotiating with us on the Bay parcel . Other takeaway , our
number on the Bay parcel , as we suspected has been very competitive . With respect to negotiating
and the Kennedys position , we are negotiating against the sellers not the Kennedys here very unlikely
that the Kennedy' s heard anything from the sellers, would not consummate until after Town
meeting . Worth having the conversation with Brad to signal that is the case that we would move
forward with eminent domain . As for Long Pond not inclined to negotiate at all , but with respect to
the Bay parcel, if we can do the whole thing for $ 24M the research shared suggests that after
litigating this we would come out at a much higher number, actually inclined to go back and say we
will do $ 20M on the Bay but sticking on Long Pond and waive right to appeal . $ 24 . 2M for both .
Selectperson Whitney what is the actual tax benefit to the sellers ? Mr. Lombardi there are benefits,
they didn 't sound disinterested when it was brought up . Not sure the exact numbers . When brought
up , they brought it up and Keene Summit chimed in during this part of the conservation .
Mr . Lombardi inclined to start with the Kennedys and see to what extent they want to wait until after
Town Meeting vote or potentially change or fold their bid before then . None of us want to go higher
than we have to . They are concerned of the optics about bidding against the Town and driving up
the price of acquisition for the Town . Even if they do stay with $ 20M and move forward , could see
where we would increase our bid on the Bay somewhere between $ 15 - $ 20M , say picking $ 17 . 5M ,
but you get the tax benefits of the taking, see if that gets us there if the Kennedys are still in the mix
and under consideration .
Selectperson Chatelain , to understand , first it would be to talk to the Kennedy' s, we know you had an
interest in the property, curious if you plan to do something before Town Meeting and signal to them
at this point, we have planned to fulfill the obligation . Mr . Lombardi would be more explicit, they
know our bid amount and they hinted that they put in a $ 20M cash , no contingency offer before the
Bay parcel was open to bid . Thinks the best route is to say look, we have ben approached by the
broker to either withdraw the warrant article or increase our bid amount . Your bid is the reason why,
our understanding is you don ' t want to be in that position and see where they go with it . Questions
may follow if you are still interested will you wait until after Town Meeting . Holding out hope that
the vote fails at Town Meeting, and they are there as a backstop . If it fails, we don ' t have any
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recourse, we aren ' t going back to Town Meeting again . Mr . Lombardi thinks whether we stick at
$ 15M or try to again negotiate the sale prior to Town Meeting with an increased number . Feels we
get the votes at Town Meeting and at the ballot, they then know that we have the approvals and
funding and will to move forward, that is our greatest point of leverage . Don ' t have to initiate the
order of taking at any particular time .
Chair Bingham, thinking the way Selectperson Whitney is, they don ' t know that they are in the
bargaining anymore, we have made it clear what we have offered . They' re at $ 20M , if they think
they are still in the bidding, it is against us .
Mr . Lombardi shared one comment from Brad when he reached out, he said in response to the
generic email, can you summarize the topic of conversation, I am not sure there is much I can add on
his end . This means, they either don' t know anything, or they are at the finish line and are not
interested in talking to the Town .
Selectperson Chaffee supports what Mr. Lombardi is recommending, when Selectperson Chatelain
proposed making an offer of $ 24 . 2M , was thinking the same, but need to get there incrementally .
Would be satisfied we got to that point and that is it, way better than being vulnerable to litigation .
Other benefit for them to negotiate is their legal costs of many years of litigation , can be factored in
to all the good reasons to make a deal with the Town . There is a lot in our favor .
Mr. Lombardi interest in closing before the end of the calendar year has piqued interest, nothing that
we have heard before . Had to explain to them how the Town was going to pay for the acquisition ,
what a debt exclusion was and what that meant in terms of availability of funds .
Selectperson Hoffmann stated it' s very clear that they are not used to dealing with municipalities .
The tax benefits are not from the Town , but from the Department of Treasury for the IRS, to be clear
publication 544, under Sales and other Dispositions of Assets, Chapter 1 - Gains and Losses, called
" involuntary conversions . " It gives them extra time to shelter their money and they need to consult
their own tax attorney . Mr . Lombardi, on advice from Town Counsel , told them again they need to
seek their own advice regarding tax benefits .
Selectperson Chaffee asked how their tax bill that is due to the Town is that factored in if we
negotiate with them . Mr. Lombardi , our original bid hasn ' t timed out yet, we would have to look at
the language, it is less than $ 90K, would imagine it is all part of the negotiations .
Selectperson Chatelain , we have three decision points :
1 . What to ask the Kennedy' s ?
2 . What to tell the Kennedy' s ?
3 . Whether we want to use the information from land 2 to adjust our offer .
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Town of Brewster Office of;
Select Board
2198 Main Street Town Administrator
Brewster, MA 02631 - 1898
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www . brewster- ma . gov
Apprehensive in coming out in saying they are the highest bidders, 100% comfortable in saying we
are talking to the other folks who have had an interest in the property, we are broadcasting the Town
Meeting . Curious what your thoughts on that and how it affected their planning, want to know who
we will be dealing with in the process . Mr. Lombardi stated we should frame it to them , not signing
the NDA, if they want to talk or not, we will see . Value in saying the sellers are trying to play them
against us and it is not necessarily accurate to say they are the highest bid , think it is accurate to say
they seem to be the preferred bidder due in part to the fact they don ' t have contingencies and have
cash in hand . We know the sellers went back to the Wychmere Group and tried to get them to strip
away the permitting conditions, which they were not willing to do . Now realized the cleanest and
fastest path is the Kennedy' s offer . The extent in which we want to be explicit about the fact that
they seem to be, that the brokers are positioning them as our direct competition . They were pretty
clear that they didn' t want to be in that position . Being explicit doesn ' t seem to hurt our cause .
Mr . Lombardi responded to the second point, do we want to say we are moving forward with a
Special Town Meeting regardless ? All agreed .
Selectperson Chaffee asked if Mr . Lombardi goes to the Kennedys, you are being played against the
Town , best case scenario they say "thank you we withdraw" and we go to Town Meeting as planned .
Worst case , they are poised to get the Bay parcel and don ' t withdraw and wait for Town Meeting to
see if we still acquire the properties . Mr . Lombardi doesn ' t see a scenario where they close before
Town Meeting, it would be likely there would be a taking initiated .
Selectperson Hoffmann indicated it is very clear that the Town is moving forward with eminent
domain , the other piece the threat to withdraw the Pond parcel from the market does not preclude
us from moving forward with eminent domain , properties do not have to be for sale to move on
eminent domain . Mr. Lombardi hard to imagine a scenario where we are either negotiating a sale or
friendly taking for one parcel and have to use eminent domain for the other . Believes it is just a
threat since their options are getting limited .
Selectperson Bingham said that what is clear is that what they want is a lot of money, if they want to
close before end of year, that is not going to happen if they try to hold out the land for a developer .
We are in the perfect position , talk of going to Kennedys first, we will know something very soon .
Selectperson Chatelain moved to authorize Peter Lombardi to have candid discussion on what has
been outlined with the Kennedys agent as soon as possible . Selectperson Chaffee second . A roll call
vote was taken . Selectperson Whitney-yes, Selectperson Hoffman -yes, Selectperson Chatelain -yes,
Chair Bingham -yes . The board vote was 5 -Yes, 0- No .
One question , to what extent do we want to continue to keep the pages about financing and/or
eminent domain in the warrant book . Going to print tomorrow . Spoke to the moderator about the
format for the meeting, agreed that we will be doing no voice votes, and to limit debate to 1 %2
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2198 Main Street
Town Administrator
Brewster, MA 026314898
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minutes for those speaking for and against, did not include language about limiting presenters to 2 Y2
minutes, since the Board will be the presenters .
Talked about the fact that the warrant book is a key piece of information , education , communication .
If we are inclined , which Mr. Lombardi thinks we should , a negotiated sale is preferred , if that means
increasing our bid by about $ 5M, worries about having information in the warrant book that is
premature and makes it difficult to change . Information about financing and property tax impacts is
all on the website, in the presentation at the forum, his sense better to leave silent for now, don ' t
want to box ourselves in .
Other question is the extent that we want to leave the page 15 about eminent domain, could go
either way, worries about leading with eminent domain knowing that we are hoping to not have to
go that route .
Selectperson Chaffee agrees about taking out how the Town plans to finance, however is there value
in leaving the section on page 9, for example instead of financing, offers of contributions and just
have those there . Mr . Lombardi good point, what we may want to do is keep that information and
move it to page 7, so it is a one pager, because it talks about potential uses and partners , Do the
same for each parcel . Selectperson Bingham take out the free cash amount out . Selectperson
Chaffee regarding the question about keeping eminent domain information , the information is the
reason we are having the emergency meeting today, we have been talking to our community about
this, thinks it should stay . Selectperson Hoffmann tends to agree, there is mis information about
eminent domain , this is a document that describes it factually . Selectperson Chatelain agrees thinks
it is valuable, and take out specific numbers about acquisition costs, but leave in the contributions
that have been made .
Selectperson Hoffman asked about financing and being transparent how do we deal with that with
the information we have at Town Meeting . Selectperson Bingham noted we will have more
information tomorrow after the conversation with the Kennedys, a time for the Select Board to start
a public campaign that negotiations are better than eminent domain . Mr . Lombardi had an email
from a resident who seems to be opposed to the acquisitions who said similar lines we are not being
transparent, what about the revenue that we are losing by taking the property off the tax roll . We
always hear that the Town doesn ' t have enough money, no mention that we are going to have
$ 85, 000 less in revenues , Responded not how it works, the valuation from this property is taken off
the tax rolls, the total valuation across the Town which establishes the tax rate is then adjusted , the
Town will then have the same amount of revenue . Mr . Lombardi worked with Assessor who is
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working on a slide deck for the classification hearing, got the updated valuations that were just
approved by the Department of Revenue, basically the net effect of losing this property off the tax
rolls, call it $ 11M assessed value is . 02 per thousand , To those comments about transparency,
important we get it out there , To get ahead of that type of criticism in line of thinking, shouldn ' t be
in the warrant, the number is a moving target as negotiations change . The Board should be prepared
to speak to it on floor at Town meeting ,
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Selectperson Chaffe requested some minor language and punctuation changes in the warrant .
Adiournment
Selectperson Chaffee moved to adjourn at 1 : 46pm . Second by selectperson Whitney . A roll call vote
was taken . Selectperson Hoffmann - yes, Selectperson Chaffee -yes, Selectperson Whitney-yes,
Selectperson Chatelain -yes, Chair Bingham -yes . The Board vote was 5 -Yes, O- No
Respectfully submitted ,
Erika Mawn , Executive Assistant
Approved : 12 / 19 / 2022 Signed :
Date Select Board Clerk, Kari Hoffmann
Released : 2/27/2023
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