Minutes of Mosaic Commons General Meeting
May 4, 2003, 3:30-6:30pm

Decisions:

**Decision: If we cannot decide by consensus to move forward with the Carter Scott property in Harvard (with or without contingencies), or to go back to land search, by 6:00 pm, we will pause for reflection, try for consensus one more time, and then go to a vote if we still have not reached consensus.

**Straw poll: How do you feel in terms of proceeding with the Harvard Property right now? (This is a poll, and does not carry weight)
-3 people said they are leaning towards making the Harvard property work
-5 people said they have no idea
-8 or 10 said they are leaning against going with the Harvard property

**Decision: “We will not pay 15k tomorrow to Carter.”
Carter needs to be told about our decision. I propose that we explain that the deal puts too much risk on our shoulders, and tell him that we would be willing to restructure the deal with him. If he would agree, and after the appraisal, then we could go to Nexum and see if they want to get in.

**Decision: Deal for Carter: We authorize Kim and Kai to discuss the following possibility with Carter: All payments to Carter above the appraised value of the Harvard property, or $360k, whichever is more, will be contingent upon getting our permits and will be consulting fees. In addition, our closing on June 2 will be conti ngent on partnership with a developer.

**Proposal to discuss at next week’s meeting: If Carter agrees to the terms above, we authorize scheduling an appraisal. This week, Chris and Jonathan and Land/Site will contact an appraiser to see if they will be available to us should we decide to employ them.

Discussion:

1. Opening Activity: Candle lighting, then Check-in in small groups. Break in small groups of 5-6 people; talk about the kinds of activities, hobbies, skills, etc. that you want to share with the Mosaic community, both now and after move-in. (There will be no reporting back to the large group.)

2. Review of Colored cards and Ground Rules. Sponsored by: Orange Consensus card - use when you have strong reservations about the proposal, but are not willing to (or cannot) block consensus. When orange cards are shown, the facilitator will give the holder a chance to state their reservations. The proposal may then be re-called, depending on the feeling of the group and the facilitator.

3. Announcements and then Approval of Agenda, Approved.

4. Approve minutes from previous meetings: 3/16 GM, 3/30, and 4/13. Minutes approved.

Secretary’s Report (Christie): We’ve approved the minutes from 2/8 and 3/9. We need to approve 3/16, 3/30, and 4/13. The final versions of 3/30 and 4/13 were not posted to the web site yet, but they were posted to the yahoo groups site on 3/31 and 4/15 respectively. Everyone has has access to the corrections to both of these.

5. Team of the Fortnight: Diversity
[Need membership and brief description from Liz]

6. Approach to today’s time-critical decision
**Decision: If we cannot decide by consensus to move forward with the Carter Scott property in Harvard (with or without contingencies), or to go back to land search, by 6:00 pm, we will pause for reflection, try for consensus one more time, and then go to a vote if we still have not reached consensus.

7. Harvard Land, Part I
A) Update on other properties
Kai--Stu will give us his impressions of this property and his role as we move on.
1) Saxonville site--development co has gotten their permits but they expect a legal battle and don’t know when they can begin building. They are interested in having us take a part of their cmty, with or without Nexum. 2)Lincoln/Waldorf/ecovillage property--they have no development experience and would need CSH to hold their hand. CSH has explored and this could be explored at some point.
3) Farm in Stow that Stu will be talking about in a little bit.
B) Report on Political Feasibility in Harvard
Jenn--In Harvard, we have met with all relevant political bodies except for the Board of Health as we were unable to get on to their agenda yet. We met with: Planning Board, Housing Partnership, Conservation Trust, Housing Authority. The reception we’ve received in Harvard at the local level has been exceptionally warm and welcoming. Even the Harvard Partnership which was supposed to be the most challenging, a lot of them knew about cohousing already. They would like to see a smaller density, but we can work with them. The Conservation Trust formed an ad hoc cmte in order for them to meet with us and deal with our project. They didn’t think our project was too dense at all. Housing Authority--We met with them for an hour and a half. They saw no problem with the project but there were only 2 of 5 people there, and they couldn’t speak for the whole board. There is one visual line of site direct abutter. There are also 3 other households on the street who have brought up issues at the local level (to the Housing Partnership). Harvard doesn’t want to get a reputation as being friendly to 40B, but they really like us as a group and want to work with us.
C) Status of Renegotiation
Jenn--The P&S would require 360k down on June 2 and then monthly payments starting immediately up to a total of 600k. The group has voiced concern that Carter’s profits are not tied to our success, and if we do not get our permits, the land may not be worth this much. We proposed to Carter that we backload $240k of the purchase price and call it consultant fees contingent on permitting, but he didn’t go for this completely. Carter is willing to defer being paid the 240k, but he wants those payments secured by a second mortgage and an extra $40k for his trouble. Carter could only get paid out of the sale price of the land. We would not get our expenses back in this scenario, unless the property sold for more than Nexum and Carter’s mortgages combined. Rodman Financial loaned 360k to Carter; he owes them this debt by June 2. He wants to pay off 300k to Rodman, and take 60k in cash for himself, and then give Rodman a second mortgage and then he would take a 3rd mortgage, but this doesn’t get Rodman out of the picture immediately. Jenn does not like this part of the plan and wants to separate it out. Jenn--We could tell him that the proceeds of the land need to pay off all obligations to the the land. 360k--Closing June 2, 40k due on April 1st, 2004, 160k--permitting, 60k- at construction loan, $20k--at 1k/month for 20 months starting this July.

D) Daylor’s Report
Kai--Keep in mind that the report from Daylor is written from a conservative standpoint. They looked at water supply and septic. Two proposals:
1) What to do with the land if you didn’t want to build a coho project on it? This is relevant for figuring out what the land is worth. By right, we think two single families could be put on this parcel by a developer. This may be enough to make the land worth what we are paying for it.
2) Well at edge of wetlands. Backup sewage disposal at edge of property up hill near Rt 495. Then build treatment plant somewhere else. CSH said towns like to see standard technologies in place, instead of newfangled alternatives. We don’t know if there is water there or how much. We do not know if the soil will technically support sewage system . Daylor is convinced that both water and sewage could be done given the financing. Harvard is known to have extremely variable soils. There is known to be high seasonal ground water, which raises concerns about ground water contamination. Daylor says, look, there’s all these houses, so its likely that you will find water. We do not know how much is there, or how difficult it would be to harvest.
Stu--The are a lot of ifs in the Daylor report. On site water and sewage are unknowns, and there are a lot of precautions, regulations, and state review which translates into a lot of time frame. You could get a no go from the state down the road which could stop the project, and this has nothing to do with how much local support you have.
Cathy--There were 3 perk tests which passed--why weren’t these included in the Daylor Report? Kai--We don’t know exactly. It might have something to do with the site layout possibilities. Stu--The perk locations that were good were near the middle of the property, in the 600’ radius.
Diane asked about the timeline. Is there a test we can do to find out if there’s water? Stu--Yes, you can dig a well, and then go through the DEP process which takes about 9 months. This would take 30-40k.
Catya--How risky does this feel to you? Stu--I consider it a lot of risk. I’d put it at a 7 against a 3 or 4, on a scale of 1-10. Catya--What’s your usual walkaway point on that scale? Stu--I like to work incrementally as risk goes down.
Jenn--Alternative 2 in Daylor’s report? Stu--By right, you can really only put one single family on this land. Two single families is your upside. Jenn--Our willingness to deal with nontraditional septic and water systems--how much should this affect our evaluation of the technical risk on the property? Stu--Not at all.
Peter--When we do that test well, and the work with the DEP, is that well and that money just gone? Stu--No, it’s good to have two or more well tests. It’s more having the tests done and the data available, which would cost you another 30-40k.
Diana--Could we get those tests done by June 2? Stu--You could probably get 80% of the data, but you’re not going to be able to get a consultant to move as fast as you need to. More like July.
Catya--Is it work that Daylor could do? Stu--Yes, I would think so.
Kai--We talked with Daylor, and they said they needed 3 months for this work.
E) New Budgets and Unit Costs (Budget Handout for Harvard)
Catya--28 units is our ideal. Who does this panic in terms of the budget?
Joan--Why so much, if this land is half the cost of the other land? Kai--Increased engineering costs bc of the complexity of the site. Also, there was an $85k item that was left out of the last budget. Jenn--Yes, $85K in landsearch expenses from previous properties investigated before RAR was not present in the RAR budget when it should have appeared as a carry-over line item. This made RAR look artificially low by this amount.
Diana--Panicking over the 24 unit budget.
Joan--Panicking over the 24 unit budget.
According to Daylor, 84 bedrooms is a regulatory threshold which we don’t want to exceed. The 32 unit budget is for presenting to the town, but it’s not what we are planning.
Jenn--CSH mentioned last time, the smaller the unit count, the more stable the cost estimate. So we need to keep that in mind as we think about the different budget numbers.

BREAK at 5:00 pm

8. Joining Hands in our Circle

9. Process Check-in

10. Harvard Land, Part II
Stu--I respect your efforts and I know it’s tough. Having worked on both coasts, this is about as difficult a place there is to build, esp when you’re doing something new. I have to stand back, I have a partner and I represent a company. I can’t say yes or no today. We have to be more pragmatic than you as a company. I have to look at my worst case situation and protect myself from getting hurt. When I do that, I see one house lot w ith the potential for two. When I factor that with Harvard land values, I see 300-400k without factoring wetlands issues which are expensive. It’s one thing for me to walk away and be okay. But I know that’s not your perspective. I would need an empirical assessment on the land from a trusted 3rd party. My sense is that I would be covered, but I don’t know about you. I support what you are doing, and you come with a lot of buying power. It’s about assessing the pros and cons, and I do have some reservations.
Judy--When would we get an answer? Stu--After the appraisal.
Chuck--We’re not going to find a risk-free situation to do that in. At some point we’re going to have to take a risk. Is it going to get better if we search elsewhere? Stu--Red Acre was sitting on an aquifer. This is a pretty tough site. It’s going take a while on this site to know whether you will pass certain risk thresholds. Saxonville’s water and sewer systems are city, so it’s a question of time rather than if.
Greg--How long would an appraisal take? Stu--Three weeks, or so. Is that something that would help you all decide as a group? Catya--Yes, but it would help more if we had that bf we put down 15k.
Catya--Was the point at which you were willing to come up with 300k for this property something you would be willing to do on another property, or was it connected to the level of risk, or what? Stu--Yes, it’s connected to level of risk.
Catya--What does, “if you’re willing to give it a little time...” mean to you? Stu--That’s very tough. (Catya--I have been a part of this group for about 3 years now). I think Pilot Grove might meet your time needs, we will know more in a month. We would be another month past that in terms of bringing in the back hoe and looking for the water.
Catya--Do you have a sense of the timeline on the Saxonville site? Stu--I would say a couple years.
Greg--What’s your gut feeling--is it likely that another site wo uld be simpler and faster? Stu--Yes, but also more expensive. You’ll pay for it either way, I think.
Joan--Are you saying that Nexum would be putting money into this if we found another site that would be further along? Stu--Yes, if we felt good about it on our own account, that’s kind of a recommendation to you. We could then accept the risk, and take some of those costs on.
Diana--What is the status of BCC?
Jenn--I don’t think it’s possible to get money for the closing at this point, but we think they would lend us the money soon thereafter, say, June 15th?

**Straw poll: How do you feel in terms of proceeding with the Harvard Property right now? (This is a poll, and does not carry weight)
3 people said they are leaning towards making the Harvard property work
5 people said they have no idea
8 or 10 said they are leaning against going with the Harvard property

Discussion:
Let’s hear from people who want to go with the property first:
Chuck--We could continue negotiations with Carter and make clear to him that we need to make this deal less risky. He will be highly motivated to work with us as his financial situation needs to be dealt with immediately. What have we got to lose?
Jenn--I really don’t want to be wrong here (chuckles from everyone), and this feels really nerve wracking. I just feel like we have invested a lot emotionally and financially and we don’t need to put down 15k tomorrow. I don’t think we’re going to find a better political climate. We can mitigate our risks by doing some harder bargaining with Carter.
Liz--We could try for consensus or we could could explore what Chuck has just said. I saw a lot of nods.
Catya--Can we do a straw poll on what Chuck just said?
Liz--Let’s open it up for questions about Chuck’s idea.

**Decision: “We will not pay 15k tomorrow to Carter.”
Carter needs to be told about our decision. I propose that we explain that the d eal puts too much risk on our shoulders, and tell him that we would be willing to restructure the deal with him. If he would agree, and after the appraisal, then we could go to Nexum and see if they want to get in.

Catya--What part of this do we need to decide now?
Chuck--I think we need to decide how to direct Kim and Kai as to having the conversation with Carter, and we need to decide if we need to get an appraisal right away, appraisal contingent on what Carter says.
Cathy--Bc we are not paying 15k tomorrow, Carter could say the hell with it, and we wouldn’t need an appraisal.
Stu--Suggestion--Tell him you need another month. You don’t need to tell him what you are going to do.
Jenn--Yes, but that doesn’t convey to Carter that we are unhappy with the current deal.


Joan--I'm wondering if the cost of the sewer and/or water on the
project could triple or quadruple as we explore the possibilities on the site if we run into problems? So could we be faced with water and sewer being possible but much more expensive than we thought?
Stu--I'm looking at Daylor's numbers (on their report) and they seem very conservative. This should be a yes or no not a "how much more".
Peter--The fundamental problems of sewer and water are not going to be solved by June with an appraisal. So I don’t see what an appraisal is really going to do for us.
Chuck--If with the appraisal and with Nexum’s comfort level, then I would be good with moving forward.
Jenn--If we structure the deal so that our risk is mitigated bc we have not paid him more than the land is worth before we get our permits, we don’t care as much about the water and septic bc we know we’re covered should we need to sell the property.
Kai and Dwight--We need to tell Carter that we decline the deal and explain why, not just tell him we decline period.

**Deal for Carter: We authorize Kim and Kai to discuss the following possibility with Carter: All payments to Carter above the appraised value of the Harvard property, or $360k, whichever is more, will be contingent upon getting our permits and will be consulting fees. In addition, our closing on June 2 will be contingent on partnership with a developer.

**Proposal to discuss at next week’s meeting: If Carter agrees to the terms above, we authorize scheduling an appraisal. This week, Chris and Jonathan and Land/Site will contact an appraiser to see if they will be available to us should we decide to employ them.

11. And now for something completely different

12. Review/Establish time, place, agenda items for next meeting and social event:
-General Meetings: 5/18, 6/1, 6/15, 6/30?
-Intro Meetings: 5/18, 6/15
-Meetings with Chris ScottHanson (SOF’s only): Sun 5/11, ~10:30-1:30, at Cambridge Coho. (Social at Arboretum to follow?)
-Socials (open to All): 5/16--Catya’s dance recital, Assabet Valley Vo-Tec School, Rt 85 (Bolton Road), Mbo.

13. Review of Meeting (What went well? What could have gone better?) & Closing

Contact us! * Email info or webmaster

Last modified: June 1, 2003