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Home My Public Portal AboutSelect Board -- 2021-09-07 Minutesi e w q °� `oR S�`DER �F ,J Town of Brewster .it ' I Office of: 2198 Main Street Select Board Brewster MA 02631 - 1898 ' Town Administrator Phone : (508) 896 -3701 www , brewster- ma . goV FFB. 19. ISO ut/11(111��0��\\ MINUTES OF THE SELECT BOARD EXECUTIVE SESSION MINUTES DATE : September 7, 2021 TIME : 5 : 30pm PLACE : Remote Teleconference REMOTE PARTICIPANTS : Chair Bingham , Selectperson Hoffmann , Selectperson Chaffee , Selectperson Whitney, Selectperson Chatelain , Town Administrator Peter Lombardi , Assistant Town Administrator Donna Kalinick Call to Order & Declaration of Quorum , Meeting Participation Statement and Recording Statement Chair Bingham called the meeting to order at 5 : 30pm . All Select Board members present were announced , and a quorum was declared . Chair Bingham read the meeting participation and recording statements . Executive Session • 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 Selectperson Whitney moved to enter Executive Session and not to return to open session . Selectperson Chatelain second . A roll call vote was taken . Selectperson Hoffmann -yes, Selectperson Chaffee -yes, Selectperson Chatelain -yes, Selectperson Whitney-yes, Chair Bingham -yes . The Board vote was 5 -Yes, 0- No . Remote participants declared " No other persons are present or able to hear this discussion at this remote location . " Mr . Lombardi confirmed that he had presented the Town ' s last and final offer on Friday evening . The family and the Board will be meeting tomorrow to review and vote on the offer. At $ 27 . 5M the thought that the offer would be accepted without questions, at $ 27M it would be likely to be accepted , but at $ 26M the brokers are unsure of the outcome . Mr . Lombardi expressed on why we thought our offer was more than competitive . The most interesting point in the conversation is that the family has two routes they could go, private sale for the Bay parcel at $ 20M and sit on Long Pond , or now they have offers from two developers to build large 40B projects on the Long Pond parcel and the offers are on the order of $ 10 -$ 11M . Mr . Lombardi told them that the Board is unlikely to increase but would relay the information . The brokers have asked for formal letter from the Town for their consideration . Mr . Lombardi asked why the family would not sell the Town the Bay parcel , their understanding was that the Town was only interested in both parcels . Mr . Lombardi doesn ' t think there is a BoS 9-07-2021 www . brewster- ma . gov Page 1 of 4 Doc ID : 095dbbdf045ede2d82faead48a02edelle212d62 ��pVA� UIUIIIIIIIIIIIIU�!/i \ � let o� �°ER'B OPTown of Brewster Office of: of 9F' N = 2198 Main Street Select Board ti Brewster MA 02631 - 1898 Town Administrator Phone : (508) 896 -3701 CORPORNO N 0 www . brewster- ma . gov /// llllflllll11l10 VAA �p path forward in purchasing the Bay Parcel for $ 20M and taking the Long Pond parcel for what we think is worth $ 4 . 2M . The Board discussed scenarios if the family/ board does not accept the offer, the consensus is that until we have an answer on the offer there can be no decisions made . The Board discussed updates to the offer letter : • Item #1 - remove language related to the offer being subject to Town Meeting appropriation . • Item #2 — timeline to complete the PSA, provide them 15 days . • Item #6- added language that states, " no refund shall be paid for taxes paid by Seller past the closing date . " o The Board discussed the change and decided to not accept the added language . • Item #7- standard language regarding defend , indemnify, and hold harmless one another . • New option language, if the closing conditions ( everything under #4) aren ' t satisfied by a date certain , the Town would have the option to terminate the P &S or extend the closing date by no more than 60 days . o Reviewed that this makes it seem more complex than it needs to be . Decided to be removed . • Paragraph 1 - No shop language, Peter reminded the Board that the broker' s made it very clear that they were not shopping the Town ' s bid against others looking for more money . The language says they can ' t leverage our offer against others . The Board discussed this language and recourse if this were to happen , all agreed for the paragraph to remain . • Paragraph 2 - optional language suggested by Town Counsel , essentially saying if the offer is accepted , the Seller will work with the Town over the next 30 days and not anyone else . The Board reviewed this language and discussed what this language is conveying, the Board is not comfortable with what has been suggested . Perhaps Town Counsel is needed to explain the reasoning for the paragraph and if it is needed in the future . The consensus is to strike the paragraph . • Paragraph 3 - deadline to respond to the offer letter . The Board decided the deadline should be 4pm on Thursday September 9, 2021 . Decision to update the last line to read "Time is of the essence . " Mr . Lombardi noted that a PDF by email would be sufficient as a response . • An additional signature line will be added for the seller' s designated signatory . Mr . Lombardi noted that members of the family have interest in the private parcels on the Bay parcel and have expressed interest in having a reasonable buffer along the eastern boundary of the parcel . Request from Jim Fleet was to include some language to this effect . The Town is not opposed to the concept of agreeing to some sort of buffer . The Board discussed options on BoS 9-07 -2021 www . brewster-ma . gov Page 2 of 4 Doc ID : 095dbbdf045ede2d82faead48a02ede11e212d62 uuuinn0111 ��AAlAS /lb/j/i o �aEL ii `oQEaeA� 9 ' Town of Brewster Office of. 2198 Main Street Select Board Brewster, MA 02631 - 1898 Town Administrator Phone : (508) 896 -3701 conponx, www , brewster- ma . gov what the language should be , ultimately the consensus is to include language that will satisfy the sellers but not over commit the Town . Example of the language to be used is that the Town is conceptually agreeable to a reasonable buffer along a portion of the eastern boundary of the Bay parcel , provided that such buffer does not prevent use of existing developed use areas, terms of which would be negotiated . Mr . Lombardi that language in the offer letter does not reference a process that would allow for a friendly taking, we have expressed we are willing to follow the process . Do we want to convey that in our offer or be silent on it . If we would go down that path , we would have to amend several elements of the offer . Selectperson Chaffee rather than putting it in the document, put it in the cover email . The language changes will be the same for the Long Pond document, two separate offers . Selectperson Whitney moved that the Board authorize the Chair to sign the discussed offer letter for the Bay Parcel in the amount of $ 20M with the edits approved by the Select Board . Selectperson Chatelain second . A roll call vote was taken . Selectperson Chaffee-yes, Selectperson Hoffmann -yes, Selectperson Chatelain -yes, Selectperson Whitney-yes, Chair Bingham -yes . The Board vote was 5 -Yes, 0- No . Selectperson Whitney moved that the Board authorize the Chair to sign an offer letter for the Long Pond Parcel in the amount of $ 6M with the same edits approved by the Select Board . Selectperson Chaffee second . A roll call vote was taken . Selectperson Chatelain -yes, Selectperson Hoffmann -yes, Selectperson Chaffee -yes, Selectperson Whitney-yes, Chair Bingham -yes . The Board vote was 5-Yes, 0- No . Mr . Lombardi briefly shared the latest information provided by the financial advisors that shows six different scenarios , 20-, 25 -, and 30- year terms, taxable and non -taxable debt, all level debt . A 30-year taxable on $ 21 . 75M assumes acquisition price of $ 26M in total and covering $4 . 2M for the Long Pond parcel off the tax rate . Reason we are now looking at taxable is to have options in partnering with other organizations, this gives ourselves the flexibility to use the debt for those purposes . We have been talking about 25 -year level debt which is now at $ 158 . 30 on the tax rate , if spread out to 30 years it is $ 140 . 27 on the tax rate . Mr. Lombardi pointed out that the medium home value has been updated to $ 532K . The debt service increases by about $ 3M if spread out over another 5 years . This is presented to understand the order of magnitude if moving from original bids and offers to where we are now, not insignificant and may want to move to a 30-year term to lessen the tax impact . Adjournment BoS 9-07 -2021 www . brewster- ma . gov Page 3 of 4 Doc ID : 095dbbdf045ede2d82faead48a02ede11e212d62 \\p\1\1111 I If I It I '0A oeq e9 F.p /� F ., - Town of Brewster Office of: 2198 Main Street Select Board Brewster, MA 02631 - 1898 Town Administrator Phone : (508) 896 -3701 �*0onaoan+b0 0�� www. brewsterwma . gov 06 / 11/111111111U \ Selectperson Chatelain moved to adjourn at 6 : 38pm . Selectperson Whitney second . A roll call vote was taken . Selectperson Chaffee-yes, Selectperson Hoffmann -yes, Selectperson Whitney- yes, Selectperson Chatelain - yes, Chair Bingham -yes . The Board vote was 5 -Yes, 0 - No Respectfully submitted , Erika Mawn , Executive Assistant Approved : 01 / 09 / 2023 Signed : 7t V;ld Date Select Board Clerk, Kari Hoffmann Re I ea se d : 2/27/2023 BoS 9 -07 -2021 www . brewster-ma . gov Page 4 of 4 Doc ID : 095dbbdf045ede2d82faead48a02ede11e212d62