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Home My Public Portal AboutSelect Board -- 2021-09-17 Minutes� ��tp��tuu�uunruuiiroii, Office of: 0� a4 �` s, 9 Town of Brewster FF. 2 , Q aAa ?r Select Board 3 ` p 2198 Main Street , , Town Administrator ° _ _ y Brewster, MA 02631 - 1898 Phone : ( 508) 896 -3701 , . .. 'NOOgPOPp1 E0 0``\ www , brewster- ma . gov , ; ; �II�Nllllllll , , MINUTES OF THE SELECT BOARD EXECUTIVE SESSION MINUTES DATE : September 17, 2021 TIME : 9 : 00 am PLACE : Remote Teleconference — Joint Meeting with Open Space Committee and Finance Committee REMOTE PARTICIPANTS : Chair Bingham , Selectperson Hoffmann , Selectperson Chaffee, Selectperson Whitney, Selectperson Chatelain , Town Administrator Peter Lombardi , Assistant Town Administrator Donna Kalinick, Open Space Committee - Elizabeth Taylor, Peter Herrmann , Gary Christen , Tom Kowalski , Don Keeran, Peter Norton , Finance Committee - Pete Dahl , Frank Bridges, Bill Meehan , Bob Young, Alex Hopper, Honey Pivirotto, Bill Henchy, Andy Evans , Charles Sumner, Chris Miller, Mimi Bernardo, Mark Robinson Call to Order & Declaration of Quorum , Meeting Participation Statement and Recording Statement Chair Bingham called the meeting to order at 9v00am . All Select Board members present were announced , and a quorum was declared . Chair Bingham read the meeting participation and recording statements . Open Space Committee Chair Taylor called the meeting to order, announced committee members and declared a quorum . Finance Committee Chair Dahl called the meeting to order, announced committee members and declared a quorum . All participants declared " No other persons are present or able to hear this discussion at this remote location . " Matters Not Reasonably Anticipated by the Chair : None 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. The Select Board presented the PowerPoint presentation and read the script that will be used for the public forum . Members of each committee then took turns addressing the Board and asking questions . Open Space Committee Questions : Elizabeth Taylor : • Do we know when the closing date will be, wondering if we would be able to apply for State grants for either property? BoS 9- 17 - 2021 www . brewster-ma . gov Page 1 of 6 Doc ID : 095dbbdf045ede2d82faead48aO2ede 11 e212d62 ;\\\\ Office of: \\ ne �Q ' oE4ge9� Town of Brewster 2z'xaQ �Nms v ` Select Board 2198 Main Street Town Administrator Brewster, MA 02631 - 1898 Phones (508) 896-3701 CC conponAl www . brewster-ma . gov �1?81 to j60 !!!4 f I I 1 i l oO1\\\\\\ o Mr. Lombardi noted that the Purchase and Sales Agreements will be completed prior to Town meeting and the Town will close on both properties by end of this November by the latest . This means that we would not have the time to access State or Federal grant funds to help with the acquisitions . • Can the Water Department contribute $ 250K on land that will be used for housing ? o Mr . Lombardi answered while we have talked about a conceptual plan on the Long Pond parcel , both properties will go through a master planning process . There as been discussion about appropriately scaled community housing on the Long Pond property, but we don ' t know if that will go forward or what it would look like . Adding that half of the Long Pond Property is in Zone II and we would not anticipate placing housing on that large of a portion of the property . The results of the master planning process will have to go to Town Meeting . • Will Brewster Conservation Trust plan on holding a Conservation Restriction , or is the Town and can we go for funds for that ? o The financial contributions from both BCT and MA Audubon are contingent on them jointly holding a conservation restriction on the majority of the property . The Town cannot apply any CPC funds to the acquisition as the purchase price is higher than the appraised value . Peter Herrmann : • Asked for some clarification on the Master Plan , as it was said that the Town would hire a planner, but the warrant article description talks about housing in Zone II . o Mr. Lombardi noted that the list of potential public uses is provided in the article for both properties to give the Town flexibility to effectively explore them . The warrant articles as presented require the development and approval of a master plan . Tom Kowalski . • In the negotiations from $ 20M to $ 26M did we have access to what the private developers proposed ? o Mr . Lombardi answered that we have not had access to all the materials . Though we have spent a considerable amount of time working through channels and have a good sense as to what the conceptual proposals included . Noting that the Town didn ' t necessarily have the ultimate bid amount . For the Bay parcel the Town had confirmation that the sellers had a $ 20M cash , no contingency offer in hand , that we matched . Mr . Lombardi shared that if we had followed the eminent domain process for the Bay parcel , we feel we would have ended up at this amount, not including legal costs and interests costs as a best-case scenario . On the long Pond parcel , we were provided amounts from the sellers as what they had received from developers who wanted to construct large scale 40B housing . We had at least on developer confirm that was their plan . BoS 9 - 17-2021 www . brewster- ma . gov Page 2 of 6 Doc ID : 095dbbdf045ede2d82faead48a02edelle212d62 I v`0 Town Office Of: ki N of Brewster 2198 Main Street Select Board o r cn = Brewster, MA 026314898 Town Administrator . ; Phone : (508) 896 -3701 �0eg19RN, o` www . brewster-ma . gov // Fp Don Keeran, in full disclosure Mr . Keeran announced he is also on the Board of Directors for Brewster Conservation Trust ( BCT) and shared that BCT has unanimously supported the purchase of the properties . Adding that there have been discussions about guaranteeing potential conservation uses of the Long Pond parcel . j Asked if the Town knew the identities of the actual bidders, particularly the Bay side property . o Mr. Lombardi said we know the identities of the bidders on the Bay Parcel , Peter Norton expressed his thanks to everyone that worked hard to get the Town a negotiated sale and is in full support of the purchases . i Peter Norton moved to support all three Articles for Town Meeting , Gary Christen second . A roll C call vote was taken . Peter Herrmann -yes, Gary Christen -yes, Tom Kowalski -yes, Peter Norton - yes, Don Keeran -yes, Chair Taylor-yes . The vote was &Yes, 0- No . Finance Committee Questions : Frank Bridges : • Are there going to be amended versions of the warrant reflecting the negotiated purchase price and the change in terms available at Town meeting ? o Mr. Lombardi answered that the warrant articles as drafted do not provide any specificity either around the amounts for acquisition or the method by which they are required . Language in the first two articles is standard for land acquisitions . The Town will get word out to residents on the amounts through various channels . Adding that potential funding sources is in the motions, there was never any specificity in the warrant . The plan is to start Town Meeting with where we started , where we ended , where we are now and why . • The offer letters that have been signed ; will they be available for viewing ? o Mr . Lombardi expressed that we anticipate the Select Board approving and executing the Purchase and Sales Agreement this Thursday night . The vote will be held in Open session and will then be public documents . • On the 30-year funding is this all subject to approval by ballot vote ? o The term of the issuance is a Select Board decision , the approval of the appropriation and debt exclusion is a Town meeting and local ballot vote . Bill Meehan commented how grateful he is for the Board to reach this point . Bob Young • Commented that had this been eminent domain , there would have been restrictions on the property, now that it is not, this removes those restrictions, but a Conservation Restriction will be placed on the Long Pond parcel by accepting money from both BCT BoS 947-2021 www . brewster-ma . gov Page 3 of 6 Doc ID : 095dbbdf045ede2d82faead48a02ede11e212d62 \\\��t�ttutuill I I11!1J141i \\\� je�V s /i/iqOffice of: I Ila OQ ` E,�DERe F Town of Brewster eF�yNA`, � J 2198 Main Street Select Board Town Administrator y Brewster, MA 026314898 Ila Phone : ( 508) 896-3701 Aft OflPOPPi EO, \��\\\� www, brewster-ma . gov ///////lrrrrrt��II I Iltlttttttt��\\\\\ and MA Audubon . The Bay property as part of the overall planning process will consider what restrictions may come into play should we accept monies from organizations , asking if this is a fair assessment? o Mr . Lombardi replied that it is true under the law if the Town were to implement eminent domain there would be restrictions as it is taken for public purpose . In the warrant article the language included all references public purposes . We do have more flexibility and part of the reason we are issuing the debt as taxable is that we want to give the Town flexibility on who we partner with . If it was non - taxable, we would be restricted . • On the bond and the consideration of disposition of Town property at some point, are these bonds in anyway partially pre - payable, if we did sell a property, could we pay down the bond ? o Mr . Lombardi commented that his understanding is that on the Long Pond property, the Town plans on applying free cash, contributions and retained earnings up front to reduce the total amount of debt that is issued . Generally speaking, we would have to refinance if we were to dispose of the property and use the funds to apply to reduce the overall acquisition costs of another property . Mr . Lombardi added that the Master Planning process will be comprehensive , we don 't think we will come to a conclusion on what we will do with all the properties in the next year or two, may take several years to play out . Andy Evans commented that the presentation looks great and thanked everyone . Bill Henchy thanked everyone involved for the opportunity of these acquisitions for the Town . • Giving that we had some access to bids submitted , is there any opportunity for the appraiser to reconsider the value, in order to make other funds available in the future ? o Mr . Lombardi not something we have discussed , will ask Town Counsel . • Asked if the YMCA was a new partner? o YMCA is not new, the Town has been in contact with them since the start and they were referenced in the first public forum . Through the master plan process will identify who partners will be and their interests in either property . • Asked if we have a sense of what MA Audubon' s interests are going forward ? o Mr . Lombardi reviewed what was outlined in their original letter with their offer to contribute $ 1M to help with the Long Pond parcel . They would jointly hold a Conservation Restriction on a majority of the property with BCT and would have rights to provide programming on the Long Pond site . They noted that they would be interested in the section of pond front with the open grassy area . There is also the possibility of a trail network that would connect with the Robinson property . Mr . Lombardi noted the ability of the Town through a conservation easement to grant MA Audubon rights, this language is included in the warrant article . They are aware of the master planning process . BoS 947-2021 www . brewster-ma . gov Page 4 of 6 Doc ID : 095dbbdf045ede2d82faead48a02ede11e212d62 1 E k DER Office of:Town of B Q rewster a a 2198 Main Street Select Board Town Administrator r , = Brewster, MA 02631 - 1898 F h. Phone : (508) 896-3701 F�Bq;9 p �`0,� ��Q�� www. b rewster-m a . g ov rirrrrnunnuin1l�` i Pete Dahl commented that he is very supportive of these actions and thanked the Select Board and all involved for their hard work, i j Elizabeth Taylor mentioned the possibility of changing the appraisal and inquired about if legislature could grant a variance in needing to complete before the closing date . Mark Robinson responded that the existing State programs do now allow for the Town to apply for grants after the closing . Adding that there are workarounds where an intermediary would buy and hold the j property . However, in terms of a special appropriation from the legislature , this would not be bound by the same time restraints . Gary Christen moved to adjourn the Open Space Committee meeting at 10 : 04m . Tom Kowalski I second . A roll call vote was taken . Peter Herrmann -yes, Gary Christen -yes, Don Keernan -yes, Tom Kowalski -yes, Chair Taylor-yes . The vote was 5 -Yes, 0- No . Chair Dahl noted that the Finance Committee has already taken a formal position and will re - vote at their Wednesday night meeting . Frank Bridges moved to adjourn the Finance Committee meeting at 10 : 05am . Bob Young second . A roll call vote was taken . Frank Bridges -yes, Bill Meehan - yes, Bob Young-yes, Andy Evans-yes, Bill Henchy- yes, Chair Dahl -yes . The vote was & Yes, 0- No . All participants except Select Board members, Peter Lombardi and Donna Kalinick left the meeting . Mr . Lombardi updated the Select Board on the following information : 1 . The seller' s counsel has agreed to all changes for the offer letters . 2 . The disclosure agreement has been signed and we expect to have the phase I reports by the end of the day . 3 . Confirmed that BCT' s Board voted to unanimously increase their pledge amount to $ 1 . 75M and MA Audubon feels comfortable with allowing the Town to represent that they will contribute $ 1 . 51M towards Long Pond . Their Board will vote on Thursday . 4 . Town counsel has received a marked - up version from the seller' s counsel of the Purchase and Sales Agreement . 5 . A conversation needs to be had regarding the buffer on the Bay property, primarily from Robert Richardson , Mr . Lombardi expressed to Jim Fleet that the Select Board has serious concerns about buying property for $ 20M that would be significantly encumbered in anyway . 6 . The Sellers do not want to issue a joint statement but will agree to comments that their board expresses their appreciation for the Town coming to a mutually beneficial agreement . A statement will be drafted and sent to Jim Fleet for approval . BoS 947-2021 www . brewster- ma . gov Page 5 of 6 Doc ID : 095dbbdf045ede2d82faead48a02ede11e212d62 EWS office of. �NN lk s�D rz Ft F� 41 N 0 Town of Brewster Z� 7 Select Board 4� � 2198 Main Street Town Administrator OFF Brewster, MA 026314898 Phon ( 508) 89&3701 e f*Cnft wwwabrewster"ima , gov Feea I I /111411111MO 7 . The Town should have information and data relative to operating expenses by next Tuesday with as much detail as possible from the sellers . The Board reviewed some small minor changes to the PowerPoint and script for the public forum . All agreed that we should be giving honest answers regarding competing bid amounts, but not necessarily exact numbers . Mr . Lombardi will complete follow up regarding the appraisal review and legislature appropriation for the acquisition . Adjournment Selectperson Chatelain moved to adjourn at 10 : 34am . Selectperson Chaffee second . A roll call vote was taken . Selectperson Whitney�yes, Selectperson Hoffmann �yes, Selectperson Chaffee� yes, Selectperson Chatelaln � yes, Chair Bingham �yes . The Board vote was 5 �Yes, OWNo Respectfully submitted , Erika Mawn , Executive Assistant Approved * 01 / 09 / 2023 Signed : Date Select Board Clerk, Kari Hoffmann Releaseds 2/27/2023 BoS 9�17 �2021 www , brewster�ma . gov Page 6 of 6 Doc ID : 095dbbdfO45ede2d82faead48aO2ede1 1 e212d62