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HomeMy Public PortalAboutSelect Board -- 2021-09-02 Minutes i . a �a�oN�mnuimrnru�ii %r' � ii� Office of: a� eLoERa9 Town of Brewster 2198 Main Street Select Board 3v - Town Administrator Brewster, MA 026314898 a Phone : (508) 896 -3701 www , brewster- ma . gov Lkl Ilk- 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 Select Board 9-02 - 2021 www . brewster- ma . gov Page 1 of 7 Doc ID : ac96dfOc8995b978498dOac3d2d6333efOf36731 Office of: °� o� ioEAa , F9 ' Town of Brewster select Board F, 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 . Select Board 9 -02 - 2021 www . brewster- ma . gov Page 2 of 7 Doc ID : ac96dfOc8995b978498dOac3d2d6333efOf36731 t t{�Elly iigJi a�oEAag9` . Town of Brewster Office of: Select Board 2198 Main Street Town Administrator ° � � Brewster, MA 02631 - 1898 - — Phone : ( 508) 896 -3701 o "%inpo www , brewster- ma . gov 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 Select Board 9 -02- 2021 www . brewster- ma . gov Page 3 of 7 DOC ID : ac96dfOc8995b978498dOac3d2d6333efOf36731 o Vk F. W Nriuq�� If,�oEAa ' , 9p Town of Brewster office of: �''�� 9F%':' 11Select Board 2198 Main Street -y34v = Town Administrator Brewster, MA 02631 - 1898 -. — TI, - — Phone , (508) 896 -3701 °te"» ISO °" www . brewster- ma . gov 111// 11 Wkk 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 . Select Board 9-02-2021 www . brewster- ma . gov Page 4 of 7 Doc ID : ac96dfOc8995b978498dOac3d2d6333efOf36731 11\\\l\1111111 I I�(II(lllllll ELDEHB 'D ,: . Town of Brewster Office of; Select Board 2198 Main Street Town Administrator Brewster, MA 02631 - 1898 1 ' = Phone : ( 508) 896 -3701 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 Select Board 9 -02- 2021 www . brewster- ma . gov Page 5 of 7 Doc ID : ac96dfOc8995b978498dOac3d2d6333efOf36731 Office of: Town of Brewster If -� Ijo Select Board 2198 Main Street Town Administrator Brewster, MA 026314898 If 11 z Phone@ ( 508) 896fm3701 If I III, :\N 0041�0K&10 �ta 140 www . brewster� ma . gov 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 J 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 , Select Board 9,1,02,1, 2021 www . brewster� ma . gov Page 6 of 7 Doc ID : ac96dfOc8995b978498dOac3d2d6333efOf36731 u0olau�U� i s 0' Office of: E�OEgB F9 Town of Brewster - Select Board 2198 Main Street Town Administrator y - Brewster MA 026314898 - = Phone : ( 508) 896 -3701 Rs8, to II., Selectperson `" www . brewster- ma . gov dpg11111111111 " I. 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 Select Board 9 -02 - 2021 www . brewster-ma . gov Page 7 of 7 Doc ID : ac96dfOc8995b978498d0ac3d2d6333efOf36731