By Jean Perry, Neighb News Correspondent
The Fairhaven Selectboard discussed the Rogers School project at both its 6/30 and 7/13 meetings, ultimately deciding not to void the Purchase & Sale agreement…yet. At the 6/30 meeting, all three board members voiced their frustration that developer New England Preservation & Development (NEPD) failed to adequately meet the milestone of providing substantial information about its chosen architectural firm, Civil Environmental Consultants, LLC (CEC), with a proposed construction timeline.
The board received several letters of concern from Rogers School Study Committee members with recommendations to disengage from the P&S agreement if the developer did not submit the information.
Selectboard member Keith Silvia’s concern was that CEC appeared to be more of an “environmental consulting firm” that conducts tasks more like land surveying and less like building/ restoring. Furthermore, he said, “We don’t have a bond. We can’t move forward without one.
“The first thing we have to do is protect the town,” said Mr. Silvia.
Board member Bob Espindola commented that he was “deeply concerned.”
The only one representing NEPD remotely during the meeting on 6/30 was Skip Matos, an unfamiliar name to the board. He said the developer hired him two weeks prior as a consultant to get NEPD “on track” with its financial statements and with getting the 135-year-old building onto the National Register of Historic Places.
Mr. Rees stated that while he was also unfamiliar with Mr. Matos’s name, Michael Ristuccia, who had consistently been involved in the project since the start, mentioned to Mr. Rees that he planned to step back from the project and that NEPD would bring a new person into the fold.
Mr. Ristuccia was recently elected to the Board of Health, is a former member of the Board of Public Works, and his grandson, Zachary Mayo, owns NEPD.
The Selectboard, however, had no confirmation of Mr Matos’s authority
Mr. Espindola walked the board through a review of CEC’s website to demonstrate what he perceived as “red flags” that could suggest that CEC has little, if any, experience with development projects involving historical buildings like Rogers School.
“I have zero faith that this is a good thing for us and the town and we have just wasted a lot of time,” said Mr. Espindola, also pointing to the progressive decline in the structural integrity of the old school. “I think it’s time … to move on [and] execute our agreement that we had that if they don’t come through with something.”
He suggested that the town “mothball” the building to preserve it, and added, “If they want to come back … then they can agree … to pay for the cost of the mothballing that we’ve had to incur.”
“I have to agree,” said Mr. Silvia. “We have to mothball it or it’s going to get worse.”
Looking at the website, Mr. Freitas said to Mr. Espindola, “I think you picked out what I found it lacking.” Specifically, information, he said.
“It’s not just the website,” said Mr. Espindola. “Even in a written proposal they would typically provide something with the qualifications … [and] examples of work they’ve done … but the proposal says the same things that are on the website.”
Mr. Freitas expressed his “major concern” that the project has hit the $4 million mark, saying the enginering firm was going to “do all this work for a very reasonable price,” with $35,000 representing less than one-percent of the total cost.
“I really wanted this to happen, I really did,” said Mr. Freitas, adding he wished town counsel were present to advise the board.
“Did he give you any advice?” he asked Mr. Rees.
No, replied Mr. Reese, and he suggested the board motion to provide him with details of its dissatisfaction to review with town counsel. Mr. Rees then mentioned a June 15 letter from him to the developer announcing that the board would be considering a void of the purchase and sale agreement during the meeting.
Mr. Matos interjected to suggest that it would be beneficial if Mr. Ristuccia could speak on the developer’s behalf before the board voted to void the contract, “But I understand the position you’re in at this point.”
Mr. Espindola said the parties were made aware of the potential outcome of the meeting and should have responded appropriately.
“My patience is gone,” said Mr. Espindola. “I am just…we need to move on.”
Then during the Selectboard’s July 13 meeting, Town Counsel Thomas Crotty joined the conversation, as did Mr. Ristuccia, who said he was not there to speak for Mr. Mayo:
“In fact, he doesn’t even know I’m speaking to you now,” said Mr. Ristuccia, who also said that Mr. Mayo was unaware of the last meeting and the board’s intent to void the contract, and no one sent Mr. Mayo Zoom information to attend.
Addressing the financing contingency, Mr. Ristuccia said the letter from the lender confirming financial backing for the project was submitted in accordance with the contract’s timeline.
“I thought it was going to be a very simple thing,” said Mr. Ristuccia. “But the Town did not accept the letter as to satisfy that condition. At that point, I was mystified, as was Mr. Mayo. From then to the next meeting … three months passed by with nothing happening.”
He said the Town did not ask for any plans, just to solve the financing issue.
“The Town had a responsibility to honor its purchase and sale agreement and it did not,” said Mr. Ristuccia. He said the board then voted to prepare a new contract with proper timelines to be amended and executed. “That was wonderful and it was the right thing to do, I thought.”
He said he suggested to Mr. Rees that the project should go before the Planning Board to keep the project on the right track, but that Mr. Rees advised him to speak with Economic Development & Planning Director Paul Foley because it would be quicker.
In further defense of Mr. Mayo, Mr. Ristuccia said COVID-19 had much to do with the delay in satisfying certain aspects of the contract. With Town Hall closed, Mr. Ristuccia said, “Nobody’s there working — and that doesn’t mean that anybody is at fault, it just means that we’re in a pandemic. Things are difficult.”
Mr. Ristuccia claimed that engineering and architectural firms were deemed non-essential and that the state “ordered them closed” and that “getting any plans was impossible.” But Mr. Espindola later stated that was not true, as he has worked with engineering firms through his own employment during the pandemic.
Mr. Ristuccia also said Mr. Foley’s voicemail provided the wrong email address to contact him, with the timeline due a week later as per the contract.
Mr. Mayo and Mr. Foley were finally able to meet, said Mr. Ristuccia, “Unfortunately, it was an hour or two before everything was needed to be turned in.
“[Mr. Mayo] did the best he could,” said Mr. Ristuccia.
“He just thought they were going to vote for it,” said Mr. Ristuccia. “[He] didn’t know he could defend himself.”
He said Mr. Mayo submitted the documents and thought, “I’m all set; they’re not going to terminate the agreement.”
Mr. Ristuccia regretted that the board did not consider COVID-19 before motioning to void the contract.
“The bottom line is that the three months after [the Selectboard rejected the financing letter], which met the conditions mentioned in the purchase and sale agreement, led to the delay in the three months of time,” said Mr. Ristuccia.
According to Mr. Ristuccia, Mr. Mayo did not attend the 7/13 meeting because he “sought counsel in the Boston area to talk with them about what his rights are in regards to the term of the purchase and sale agreement.”
“I, as a resident of this town, do not want to see anything but what’s intended to happen here: the Rogers School being converted into what it’s supposed to be and the project moving forward,” said Mr. Ristuccia.
He asked the board to reinstate the contract with a final submittal date of September 30, 2020.
“If [Mr. Mayo] does not have all those documents in by that date, I agree, let’s cancel it,” he said. If he does, he continued, “then everybody is getting what they want.
“It makes a lot more sense to do that than to argue and fight whether conditions were met when it’s pretty clear to me that it was met,” said Mr. Ristuccia.
Mr. Espindola said, “I don’t think there’s a single person associated with this project that wants to see this fail.”
He said he wondered how Mr. Mayo could not know about the last meeting when he sent a representative, Mr. Matos, in his place. He said his great concern was Mr. Ristuccia’s statement that he did not speak for Mr. Mayo and that Mr. Mayo was unaware that he was there.
“That, to me — I don’t understand how anything he’s saying right now is not … for Zachary Mayo,” said Mr. Espindola. “[Mr. Mayo] doesn’t seem to speak. We always hear things from Mr. Ristuccia and now we hear that Mr. Ristuccia doesn’t speak for him.”
Mr. Freitas said he has asked multiple times to get all parties to meet, adding that he can’t recall the last time he had a conversation with Mr. Mayo.
“I want this project to move forward, but there’s been a lot of things that I have to question,” Mr. Freitas said, one being the cost of CEC’s services, which is significantly below the anticipated 10-15 percent of the project’s total cost.
During the discussion, Mr. Crotty called the engineer’s low fee “frankly laughable,” saying, “No engineer in his right mind would ever throw out a number like that, it’s just not feasible.”
Furthermore, Mr. Crotty addressed the finance letter he said seems more like a letter of interest and less like “a binding contract” for financing.
“A financing company … comes forward and enters into a contract with the buyer saying that if you meet these conditions then we will finance this project,” said Mr. Crotty. “A binding contract that they will get the money for this project — no ifs, ands, or buts. And that, we never saw.”
Mr. Crotty further stated that he had asked the financer to meet with him, but they refused to travel down to Fairhaven.
“Not due to COVID, just the time spent,” said Mr. Crotty.
“The town really wanted to see this project work,” said Mr. Crotty. “We amended the zoning bylaw to make this project feasible, to make it a permitable project, a way to save the Rogers School building.”
Now, however, “We have to have a strong feeling that, actually, it will get done. Everything we’ve seen indicates that it is not getting done or won’t be done,” Mr. Crotty said, pointing to the “drop-dead date” of July 23.
Mr. Freitas, still hopeful, wondered if a last ditch effort to get all the parties together for a meeting before the 23rd was feasible.
“I’m willing to give it one last shot, but there’s certain criteria that’s going to have to be met, and the sooner the better,” said Mr. Freitas.
“But wanting it to happen and having a feeling that it actually can happen are two different things,” said Mr. Crotty.
If the suggestion went beyond “wishful thinking,” Mr. Crotty said, “Then sure. We can do that. Pick a time frame that you’re willing to let this sit.”
Mr. Espindola said if the board makes a concession on the deadline then the contract should include a provision for the developer to pay for the needed mothballing.
Mr. Freitas emphasized that any concessions granted would be for further weeks, not months. Furthermore, he said now that Mr. Ristuccia is an elected town official he should separate himself from the project.
“From here on out I would think that we need to hear from Mr. Mayo because he is the president of that company,” said Mr. Freitas.
First, though, Mr. Ristuccia wanted one last chance to speak and explain the low cost of the engineering, which he said was roughly $35,000–$40,000.
“Thirteen years ago [I did something for the engineer] which changed his life and he will be forever indebted to me,” said Mr. Ristuccia, which is why the cost is “practically nothing.”
He then said he was confident that a meeting could happen next week.
Mr. Espindola motioned to meet with the parties prior to July 23.
Mr. Freitas added: “I need to see something from a bank that says we are green-lighted on this … This is the last straw, the last gasp.”
“It has to be something that looks like a real project,” said Mr. Espindola. If so, then the contract could be amended. “I’d love to see that happen.”
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