October 14, 2024 | Town Admin Town of Sutton Pillsbury Memorial Hall 93 Main Street Sutton Mills, NH 03221 Select Board Minutes Monday, October 7th, 2024, 6:00pm Pledge of Allegiance: Select Board Chair Glenn Pogust opened the meeting at 6:00pm with the Pledge of Allegiance. Present at the meeting were: Glenn Pogust, Select Board Chair; Nancy Glynn, Select Board Member; and Julia Jones, Town Administrator. Also present at the meeting were: Mark Rosenthal, Lee Booker, NH State Representative Tom Schamberg, Judy Parkinson, Dorothy & Andy Jeffrey, Leon-C Malan, Kathleen Stowell, Greg Gill, Derek Castano and James Bruss. Appointments: At 6:19pm Glynn made a motion to enter a nonpublic session pursuant to RSA 91-A:3 II (c) Matters which, if discussed in public, would likely affect adversely the reputation of any person, other than a member of the public body itself, unless such person requests an open meeting. Pogust seconded the motion, which passed unanimously. At 6:48pm Pogust made a motion to leave the nonpublic session. Glynn seconded the motion, which passed unanimously. Once back in public session, Glynn made a motion to seal the nonpublic minutes pursuant to RSA 91-A:3 II (c) Matters which, if discussed in public, would likely affect adversely the reputation of any person, other than a member of the public body itself, unless such person requests an open meeting. Pogust seconded the motion, which passed unanimously. At 6:49pm the Board met with Adam Hurst to discuss funding opportunities through the Local Fiscal Recovery Fund Program. Under the American Rescue Plan Act of 2021 (ARPA), the State will receive a total of $112 million in Local Fiscal Recovery Funds to distribute to New Hampshire non-metropolitan cities and towns (so-called Non-Entitlement Units or NEUs), including Sutton. The Board acknowledged the December 31st, 2024 deadline to obligate remaining LFRF funds. The Road Agent discussed two projects that may be eligible for LRFR funding. The first is a $13,000 project to repair three large culverts by pouring concrete to stabilize the bottoms of the culverts. The Road Agent noted that additional costs may arise if this project is completed during wet periods, which would require pump rentals. The second is a project to install a box culvert on Keyser Street. The Road Agent noted that engineering costs have been paid, but the concrete casting has not been ordered yet. The Board discussed these projects and asked the Road Agent to obtain estimates for pump rentals and a concrete casting for the proposed box culvert on Keyser Street. The Board discussed the need for better signage around school zones to reduce speeding and address safety concerns raised by the public. The Board discussed the possibility of using ARPA funds to purchase radar signs using LFRF funds. The Board agreed to explore other projects which may be eligible for LRFR funding. The Road Agent shared positive feedback on the Department’s transition to 4-day workweek, including increased productivity. The Road Agent shared his plan to start the 4-day workweek earlier next year. At 7:00pm the Board met with Jim Bruss, President of Relax & Company, LLC, regarding the Wabasso Project. Bruss was joined by his Associate, Derek Castano. At this time, Bruss presented the Board with the following letter: Town of Sutton NH Selectboard 10/7/24 Re: Camp Wabasso Through the proposal we have submitted we have been awarded the right to negotiate a letter of intent. Barbara Fortier of GSEMA is out of town until the 16th and we hope to have made progress on securing the short term buyer at that time and will move to execute the LOI and deposit. After discussions with the donor things are leaning towards trying to work with a local non profit or creating one to be the long term holder of the property and would like the Town of Sutton to consider being the backup holder of the property. Our reasoning is that the governance, and bringing back to life of the property really requires an active and agile partner who can make decisions and move forward quickly and whose primary purpose will be the continued use of the property to serve the community. No final decisions have been made, but after at length discussions with the donor we think this is the best way to proceed unless we find it impossible to bring this group together. We will keep the town of Sutton apprised of any changes in this process as we know more information. Sincerely, James Bruss, President While reading the letter, Pogust asked why the Girl Scouts of Eastern Massachusetts (GSEMA) would be limited to selling the properties to a nonprofit when they expressed their willingness to sell the properties to developers if they were unsuccessful in finding a nonprofit buyer. Bruss shared that Relax & Co. is a third of the way through that portion of the due diligence, and that it appears that GSEMA may be able to sell to a for-profit enterprise through a unanimous vote of their board, especially if there are promissory addendums in place agreeing to transfer the property to a nonprofit after a specific period of time. While the Board continued to read the letter, Bruss shared (in general terms) his desire for the Town of Sutton to be prepared to be a part of the Camp Wabasso project. After reading the letter in full, Pogust noted a departure from the original plan to convey the Wabasso properties to the Town. Bruss clarified that this was not his decision. He shared a desire for a partner prepared to act quicker than the Town and ensure that all needs are considered. Pogust noted that the Bruss and the Board had discussed the zoning implications of a nonprofit entity holding the property before. Pogust shared that a non-profit would be subject to zoning, thereby limiting potential uses of the property. Bruss acknowledged this. Pogust shared that the original plan was for the Town to own the property and work together with interested parties to identify appropriate uses. Pogust shared that the letter presents a new plan where the donor would convey the property to another entity, with the Town as a backup. Pogust shared his confusion regarding the Town’s role. Bruss clarified. First, the Town would vote to accept the property in the event of a default. Second, he said that he expects the Town to be a “very big” partner in going through this planning process to decide on property uses. Pogust remarked that Bruss is asking the Town to dedicate significant resources and engage the public when the town is not going to be the ultimate property holder. Pogust shared his perspective that Relax & Co. and the donor would like to control how the Wabasso properties are used without the Town having the ultimate say on that issue. Bruss disagreed. Pogust reinforced his perspective, noting that Relax & Co. and the donor would determine how the properties are used by selecting the nonprofit that will ultimately hold the property. With the Board’s approval, the Town Administrator distributed copies of the letter to members of the public. Pogust shared that this turn of events changes everything. Once again, Pogust expressed concern that Bruss would ask the Town to commit, in advance, to accepting the property in the event of a default. Bruss shared his impression that the Select Board was not willing to accept the property when he first addressed the Board. Pogust disagreed, recalling that the Board needed time to consider the offer. The Board invited Bruss to a follow-up meeting less than a week later, where the Board shared its support for the Town to accept the Camp Wabasso properties. Pogust shared that Bruss said that the donor was very pleased that the Board was in support of the Town accepting the Camp Wabasso properties. Bruss acknowledged that this was correct. Pogust remarked that Bruss’s letter indicates that the donor wants to decide who the recipient is going to be. Pogust shared his assumption that this means that the donor is ultimately going to decide what the land uses are. Bruss shared his understanding that this was not the case. Bruss explained that land use decisions would be made in a public process. As the property is transferred, those land uses will become easements in operating agreements. Bruss acknowledged that the Town does not have to work with Relax & Co. and the donor in this process. Pogust asked who will be granting the easements. Bruss explained that the first buyer will grant easements to the end holder of the properties. Pogust asked why there needs to be a middle entity, as opposed to the Town granting the rights, allowing the town to maintain oversight, especially something this large where Relax and Co. and the donor expect the Town to step in if the plan doesn’t work. Bruss interjected, emphasizing the difference between requesting the Town play a role and expecting that it plays a role. Bruss clarified that Relax & Co. and the donor are asking if the Town is interested in playing that role. Pogust clarified that the Select Board is not the Town. Bruss responded, noting that this is part of the problem with dealing with the Town. He shared that the Town can’t act to accept the property until March. Glynn noted that this is the same for all municipalities who have not adopted the RSA that would allow the Board to accept property without a vote at Town Meeting. Glynn asked Bruss to describe the visions shared by Relax & Co. and the donor for the Camp Wabasso properties. Specifically, Glynn asked Bruss to clarify the Town’s role as they envision it. Bruss shared that he would like the Town to participate in the process of deciding how the Wabasso properties are used. Glynn and Pogust discussed the Town’s role with respect to public hearings and expressed concerns that Relax & Co. and the donor could ignore public input if the properties are not held by the Town. Bruss argued that the same could be true if the properties were given to the Town, suggesting that the Select Board could ignore public input or close the properties to public access. Pogust disagreed, noting that the donor could convey the properties to the Town with restrictions, directives, and easements. Bruss stated that the Town is invited to the table to help decide how the property would be used. Pogust shared the public’s desire for a transparent process and argued that the Town has an obligation to the public, which a nonprofit does not. Bruss expressed concern that a three-person Select Board would have control over future uses of the Wabasso properties. Pogust restated that the Select Board has an obligation to work with the residents of Sutton, and that an independent non-profit has no such obligation. Glynn emphasized that the Select Board is elected by the Town. Bruss shared his concern that while the current Select Board is very interested in this project going forward, future Select Board members may have a different agenda. Bruss questioned whether future Select Board members would give the project the same energy and priority. Pogust argued that a nonprofit’s board of directors could change direction or fail financially. Pogust argued that the Town has the longevity and capacity to manage the property appropriately. If the properties are conveyed to a nonprofit that fails, Pogust raised concerns that the Town would be left with the property. Pogust recalled that Bruss shared that the donor is not interested in managing the property and would like to walk away from the project once the property is conveyed. Bruss confirmed that understanding. Bruss restated that Relax and Co. and the donor are giving the Town the opportunity to be the backup plan for the Wabasso properties. Pogust explained that the Town needs the backup plan. Pogust illustrated this point by describing a scenario in which the properties are conveyed to a nonprofit, the nonprofit exhausts the endowment to build infrastructure and establish programing, and the Town is then asked to accept the property. Bruss argued that restrictions could limit the way the endowment is used to prevent such a situation. Pogust remarked that the Board has not been provided with the final proposal. Pogust shared that the Select Board submitted a letter of support to accompany a proposal for a donor to purchase the Camp Wabasso properties and donate them to the Town. Bruss shared that there were two paths presented in that proposal. Bruss argued that he had communicated that Relax and Co. and the donor were not one hundred percent sure how this was going to work. Bruss noted that the Board is invited to participate in the process. If the Board is pleased with the direction of the process, the Board would be prepared to recommend that the Town vote to accept the Wabasso properties in the event of a default. Glynn shared her opinion that Bruss misrepresented the proposal and hoodwinked the Board. Bruss shared that he did not know all the details when he met with the Board. Pogust noted that the Board met with Bruss on a Saturday at his request. Pogust recalled that Bruss was pleased that the Board would support a proposal for the donor to convey the Wabasso properties to the Town. Pogust recalled that Bruss shared that the donor was in tears when they heard that the town was willing to take over the property. Pogust noted that the Board met with Bruss and a group of interested parties at a third meeting. At this meeting, a consensus was reached based on zoning and other factors that it would be the best path forward for the donor to convey the Wabasso properties to the Town. The Board provided a letter of support for a proposal for the donor to purchase the Wabasso properties and convey them to the Town. Pogust noted that the Board did not receive the full proposal. Pogust shared that the public was excited about the property being conveyed to the Town. Pogust shared his interpretation that the property’s future is uncertain. Bruss agreed. Bruss and the Board discussed the Board’s perception that the proposal was misrepresented. Glynn asked if Relax & Co. and the donor have a non-profit in mind to convey the properties to. Bruss shared that they do not. Pogust asked Bruss to clarify the path forward. Brush shared that Relax & Co. would do due diligence and work through the fall as laid out in the schedule presented to the Town. Glynn noted that deadlines identified in the schedule presented to the Town have passed. Bruss stated that Relax & Co. and the donor are not responsible for the timing of GSEMA’s decision. Glynn rephrased the question, asking how Relax & Co. and the donor would like to move forward. Bruss confirmed that he would like to revise the existing schedule to arrive at a decision to make the transfer. Glynn read the letter presented to the Select Board at the beginning of the meeting. If Relax & Co. and the donor find it impossible to identify a non-profit to accept a conveyance of the property, Pogust raised concerns about the time available to engage the Town as a backup. Pogust referred to concerns raised by Bruss at the beginning of the meeting regarding public access. Pogust clarified that the Board is in favor of public access to the property. Bruss expressed concern about programing and how active the properties would remain under the Town’s management. Bruss raised the possibility of the Town “stonewalling” certain uses or a future board losing interest in the property and its use. Bruss and Pogust discussed these concerns. Pogust shared that without more information, he could not commit the Board to fully participating. Bruss and Pogust discussed what would happen if a nonprofit failed to follow through with the intended uses for the properties. Bruss argued that the community would bring legal action against the nonprofit if requirements were not fulfilled. Pogust disagreed, noting that community members don’t have a private right of action against a non-profit for not living up to its contractual obligations. Pogust and Bruss discussed other oversight bodies, including the Charitable Trust division of the New Hampshire Attorney General’s Office . Pogust shared that the Board would need to discuss this matter with Counsel. Glynn invited the Town Administrator to speak. The Town Administrator noted that the Select Board engaged with Relax & Co. in consultation with Town Counsel in a good faith effort to support a proposal to convey the Wabasso properties to the Town of Sutton. The Town Administrator expressed her disappointment that Relax & Co. and the donor have decided not to convey the property to the Town. The Town Administrator shared her disappointment that the Board could not speak directly with the donor. She reflected on the energy and dedication of the Select Board and the community’s hopes for the Camp Wabasso properties. The Town Administrator shared her opinion that the residents of Sutton will continue to elect talented, vibrant, forward-thinking Select Board members who would care for the Wabasso properties in the future. At 7:32 pm, Pogust invited public comment. Leon-C Malan shared that he attended a meeting with Relax & Co. and the Board and was excited about possible community uses for the properties. Malan acknowledged the Board’s disappointment and emphasized the importance of looking at the bigger picture. Andy Jeffrey introduced himself as the Chair of the Friends of Wabasso. Jeffrey shared that this opportunity is too amazing to pass up. Jeffrey argued that the Town has the power to influence potential uses through zoning ordinances. Jeffrey emphasized the importance of communication. Pogust stated that changing zoning laws for private owners is challenging and would require time. Pogust shared a scenario in which a nonprofit owned the property and wanted to establish a sleep-away camp on the Wabasso properties. The Town has already established that because this use was abandoned, a sleep-away camp would violate zoning laws. An amendment to zoning would need to be passed at a future Town Meeting, delaying the project further. Jeffrey acknowledged that this couldn’t be done without the Town involved. Bruss raised the possibility of pursuing special exceptions and variances. Pogust explained that a variance is only good if the owner demonstrates that there is no other viable use for the property. There are no special exceptions in that zoning district to allow for any kind of sleepaway camp or commercial kitchen. Establishing a sleepaway camp or a commercial kitchen would require a change to the zoning ordinance. Mark Rosenthal observed that something significant has changed since the first meeting between Relax & Co. and the Select Board. Rosenthal suggested that it may be beneficial for the Select Board to understand what that change is. Rosenthal proposed that it may be in the donor’s financial interest to move in this alternate direction. Understanding those potential issues may be beneficial. Greg Gill, a resident of more than 50 years, emphasized the importance of reviewing the proposal to understand Relax & Co.’s intent, GSEMA’s intent, and the Select Board’s intent. Understanding the high-level terms and conditions of the proposal would allow all three groups to plan a way forward. Gill echoed Rosenthal’s observation that something significant has changed since the first meeting between Relax & Co. and the Board and emphasized the importance of understanding that change. Gill shared that he was involved with the donation of the King Ridge property to the Town of Sutton. At that time, Gill was on the board of Ausbon Sargent and the Town Moderator. Gill reflected on the success of the King Hill Reservation. Kathleen Stowell, a resident of more than 25 years, echoed Gill’s sentiment. Stowell shared her opinion that the proposal to work with a local nonprofit or create one is so vague that it’s hard to imagine a path forward where the town would have any input or control as to use some of the land. Stowell shared that she did not know of a non-profit that would jump in and say, sure, I’ll work with the Town. Stowell warned that creating a non-profit is not a quick and easy process. Stowell further warned that there is a danger that this land will not really fulfill the desire of the donor, the Girl Scouts, or the Town. Stowell shared that she grew up at Camp Wabasso and would like to see it stay a beautiful place that’s open to the public, not for development, but for education, conservation, and community. Judy Parkinson shared that she attended a meeting hosted by GSEMA at the Town Hall earlier this year. The meeting was so well attended that people were turned away when the building’s capacity was met. Parkinson remarked that the Select Board has gone the extra mile to ensure that Camp Wabasso came to the Town of Sutton, and people are really excited about that. Parkinson shared that people have been expressing that interest and enthusiasm ever since. Parkinson shared that she received a letter from GSEMA notifying the Town that they would be in Sutton on the 23rd. With the change in direction, Parkinson expressed concern that the Town wouldn’t be able to generate that kind of enthusiasm again. Bruss acknowledged these concerns and reflected on the time it took to put the proposal together. Bruss shared concerns about not being able to take advantage of tax credits, which would impact the endowment for the property. Bruss remarked on the complexity of the transaction and acknowledged that there would be changes along the way. Bruss acknowledged feelings of distrust and shared that there were no other bidders for the Wabasso properties. Bruss restated GSEMA’s desire to sell the property to a non-profit. He shared that 32 different groups have spoken in favor of the proposal. The Board asked Bruss to share the complete list of groups who have spoken in favor of the proposal. Glynn echoed Rosenthal’s question, asking Bruss what changed since the first meeting with Relax & Co. Bruss revisited concerns regarding the long-term agility of the Select Board and concerns that the Board could not guarantee that the Wabasso properties would receive the attention needed to ensure the properties remain vibrant. Pogust and Bruss debated zoning limitations. The Town Administrator clarified that the Town is not subject to zoning limitations. Greg Gill shared that it would be good to review the proposal with respect to local control. He suggested that a portion of the board of directors of any nonprofit formed to own and operate the property could be elected at Town Meeting. Kathleen Stowell remarked that there are many examples of how municipalities and non-profits can partner to achieve a common goal, whether it’s a school, a district, or a non-profit. Pogust invited Bruss to meet with the Board in the future. Pogust restated the Board’s commitment to a transparent public process that is open to public input. At 8:09pm Glynn made a motion to enter into a nonpublic session pursuant to RSA 91-A:3 II (b) The hiring of any person as a public employee. Pogust seconded the motion, which passed unanimously. At 8:53pm Pogust made a motion to leave the nonpublic session. Glynn seconded the motion, which passed unanimously. Once back in public session, Glyn made a motion to seal the nonpublic minutes pursuant to RSA 91-A:3 II (b) the hiring of any person as a public employee. Pogust seconded the motion, which passed unanimously. Minutes: At 6:02 pm Glynn made a motion to accept the public and non-public minutes from September 30th. Pogust seconded the motion, which passed unanimously. At 6:02pm Pogust made a motion to accept the public minutes from September 23rd as corrected. Glynn seconded the motion, which passed unanimously. Manifests: The Board reviewed and approved the following manifests: Payroll: $ 22,305.84 Vendor: $ 15,7681.13 Vendor $ 100.00 Intents: Building Permits: The Board reviewed a $150,000 building permit to add a master bedroom suite & repurpose an existing bedroom into a hallway submitted by Cheryl Daniel Phelps for parcel 06-035-486 located at 1317 Route 114. The Board declined to grant the permit because there was nothing in the application documents showing the location of the addition with respect to the existing residence. The Board directed the Town Administrator to request a plan illustrating the property and the existing and proposed structure to verify setbacks. New Business: The Board received a 9/30/24 Year-to-Date Budget Expenditure Report prepared by the Town Administrator. Pogust made a motion to accept the resignation of Joanne Lord from the position of Treasurer so that she may assume the position of Finance Manager. Glynn seconded the motion, which passed unanimously. After a brief discussion, Glynn made a motion to submit the Kezar Lake Watershed-Based Plan Request for Qualifications to the Department of Environmental Services. Pogust seconded the motion, which passed unanimously. The Board directed the Town Administrator to offer the Boston Post Cane to Carroll “Pete” Thompson, who has been identified as the oldest resident of Sutton. The Board discussed a possible building violation related to parcel 07-968-488 owned by the Kathleen A McDonough Trust located at 82 Keyser St. A small storage structure was placed near the Kezar Lake shoreline. Pogust volunteered to prepare a Notice of Violation regarding the structure for the Board to review. The Board agreed to postpone discussion on the following: Deputy Treasurer job description. Finance Manager job description & change of title. Executive Assistant job description & change of title. Engineered drawing for Sutton Free Library lift. Merrimack County Community Power (MCCP) opt-in enrollment. 2025 budget appropriations for merit raises. Old Business: The Town Administrator presented an excerpt from the 2020 Town Meeting minutes in which members of the public acknowledged the potential inability to recoup funds expended under Article 15: To see if the Town will vote to raise and appropriate $30,000 for the purpose of cleaning up, removing junk from and conducting environmental testing on property located at 155 Route 103 (Tax Map/ Lot 01-407-067) in accordance with authority granted to the town by order of the Merrimack County Superior Court. The excerpt read: This is an upfront cost and the town will place a lien on the property. If a lien is placed on the property, as the court has awarded the town to do so, and not paid in 2 years, the town can take the property. We may not get the money back. The Town Administrator presented an excerpt from March 1993 Town Meeting minutes in which the Town voted to designate the Selectmen as agents to expend from the Capital Reserve Fund for Town Bridges established in 1959. The excerpt read: The Moderator read Article 9: To see if the Town will vote to raise and appropriate the sum of eight thousand dollars ($8,000) to be added to the Capital Reserve Fund for Town Bridges established in 1959, and further to see if the Town will vote to designate the Selectmen as agents to expend. (The Selectmen and Budget Committee recommend this appropriation.) William Curless moved to accept Article 9 as read, seconded by Robert Nelson. After some discussion, the question was called, seconded and carried. Article 9 carried by voice vote. The Board directed the Town Administrator to conduct additional research to verify that the Town has not voted to remove the Select Board as agents to expend from this capital reserve. The Board reviewed correspondence from Counsel confirming that the Select Board is responsible for appointing a representative to Kearsarge Regional School District Municipal Budget Committee when a vacancy occurs. The Board agreed to postpone discussion on the following: Select Board Rules of Procedure. Personnel Policies Manual. Review of correspondence: The Board reviewed correspondence from Rosie Johnson (Sutton Free Library) regarding a reservation request for Pillsbury Memorial Hall on November 10th, 2024. The Board directed the Town Administrator to approve the request, subject to verification of insurance. Public Input: Mark Rosenthal suggested that the Board use remaining SLFRF funds to remove hazardous trees from roadsides. Select Board Comments: Adjournment: There being no further business the meeting was adjourned at 8:54pm. Respectfully submitted, Julia Jones Town Administrator
