Terms of MSH purchase

The Board of Selectmen accepted and signed DCAMM’s term sheet (copy attached below) last night to proceed with the consideration of the town’s purchase of the Medfield State Hospital site.  This acceptance allows the residents to make the decision whether they want the town to buy the MSH site, which will come at a special town meeting (STM) to be held within the next few months.  The next step is for the negotiation and signing of the purchase and sale agreement.

For me, the purchase of the MSH site is worth pursuing because it allows the town to control the ultimate use of the site.  The town will also have an opportunity to make some profit from any development.

This is the DCAMM term sheet that the selectmen accepted last night –
November 7, 2013

Mr. Stephen Nolan, Chair Medfield Real Estate Committee
Mr. Michael Sullivan, Town Administrator
Medfield Town Hall
459 Main Street
Medfield, MA 02052

Re: Town of Medfield purchase of a portion of the former Medfield State Hospital
Hospital Rd., Medfield, MA

Dear Mr. Nolan and Mr. Sullivan:

The Commonwealth of Massachusetts, Division of Capital Asset Management and Maintenance (“Seller”) proposes to sell a 100% fee simple interest in the improved real property more fully described in Paragraph 1 below (the “Property”) on an “as is” basis to the Town of Medfield (“Buyer”). However, prior to closing, the Commonwealth will complete the remediation and demolition work on the “Property” as defined in the “Settlement and Cooperation Agreement” between the Division of Capital Asset Management and Maintenance and the Town of Medfield dated July 26, 2013 .

1. PROPERTY

The Property consists of the unrestricted fee simple interest in a portion of the former Medfield State Hospital located on Hospital Road, Medfield, MA and includes all easements, licenses, permits, agreements, rights-of-way and appurtenances to the land and improvements. The Property, listed on the National and State Registers of Historic Places, consists of approximately 134 +/-  acres (Parcels A and B on attached site plan) improved with approximately 600,000 +/- SF of buildings. The final boundaries will be determined through a survey completed by the Division of Capital Asset Management and Maintenance in consultation with the Town of Medfield.

2. PURCHASE PRICE

Three Million One Hundred Thousand which includes a 3% one-time Commonwealth finance fee (calculated as 3% of final purchase price) due at the time of closing or amortized over a 10 year period. This price assumes conveyance of the Property to the Town no later than December 2014. The amortized payments will be made to the Commonwealth through a deduct mechanism to the Town of Medfield’s “cherry sheet aid” in a method to be determined by the Secretary of Administration and Finance through the Department of Revenue.

Seller would also be entitled to a percentage of any net resale/ground lease proceeds from the sale of the total Property or any portion thereof. Seller’s percentage of net resale proceeds shall be determined after Buyer receives a 50% share plus any additional percentages Buyer may earn by achieving certain milestones set forth herein as “Redevelopment Incentives”

3. REDEVELOPMENT INCENTIVES

Buyer shall be entitled to a base percentage of 50% of any net resale/ground lease proceeds. As an incentive, the Buyer can earn up to an additional 20% of the net resale/ground lease proceeds according to the following breakdown listed below:

A. Additional 10% if the Buyer resells/ground leases the Property within 1 – 2 years of original Closing Date.

B. Additional 5% if the Buyer resells/ground leases the Property within 3 – 5 years of the Closing Date.

C. Additional 2.5 % if the Buyer completes a comprehensive market study to inform land use decisions including zoning for the site.
D. Additional 2.5% if the Buyer adopts by right zoning (to be informed by market study) on the site a portion of which must be for residential housing of at least 4 units per acre for single family units and 8 units per acre for multifamily units.

E. Additional 2.5% if the Buyer adopts 43D of the Acts of2006, Section 11 of Chapter 205 entitled “Local Expedited Permitting” which provides for expedited permitting (180 day) on a redevelopment site.

F. Additional 2.5% ifthe Buyer adheres to the Commonwealth’s sustainable development principles (found at http://mass.gov/envir/smart_growth_toolkit/pdf/patrick-principles.pdf) in the planning of future development of the site.

4. TITLE AND CONVEYANCE

Subsequent to agreement on sales purchase terms, Town Meeting approval and the enactment of authorizing legislation, Seller will convey title via a release deed.

5. DUE DILIGENCE

Seller has provided Buyer with comprehensive environmental analysis and reports as a result of the Mass Contingency Plan for the site. Buyer is entitled to any site related documents on file with the Division of Capital Asset Management and Maintenance. Buyer may conduct additional due diligence at buyer’s expense prior to Town Meeting approval of purchase of Property.

6. TIMING

Buyer and Seller shall use reasonable efforts to close the transaction within sixty (60) days after the completion of the procedures established by enacted authorizing legislation and in any event no later than December 2014.

7. NATURE OF AGREEMENT

THE PURPOSE OF THIS DOCUMENT IS TO MEMORIALIZE CERTAIN BUSINESS POINTS. THE PARTIES MUTUALLY ACKNOWLEDGE THAT THEIR AGREEMENT IS QUALIFIED AND THAT THEY, THEREFORE, CONTEMPLATE THE DRAFTING AND EXECUTION OF A MORE DETAILED AGREEMENT. THEY INTEND TO BE BOUND ONLY BY THE EXECUTION OF SUCH AN AGREEMENT AND NOT BY THIS PRELIMINARY DOCUMENT.

Completion of this transaction is subject to the completion of the procedures and documents established by authorizing legislation.
If Buyer concurs that the terms and conditions set forth herein are satisfactory, please execute and date this letter in the space provide below.

We look forward to your acceptance of this offer to sell and the opportunity to work together on this transaction.

Sincerely,
The Commonwealth of Massachusetts:
Signature: /Carole J. Cornelison/
Title: Commissioner, Division of Capital Asset Management and Maintenance
Date: 11/7/2013

TOWN OF MEDFIELD ACCEPTANCE:
Signature: _____________ _
Title: Board of Selectrnen, Town of Medfield
Date: _______ _