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?