Tuesday, January 30, 2007
Canoe Brook
Meeting Minutes
In attendance:
Lisa Avitable, Bob Cromer, Dottie Maynard, Michael Nardella, Kurt Schwanfelder, Gail Chapman
Absent: Jan Doyle
Meeting commenced at: 7:32pm Meeting adjourned at: 8:50pm
The Committee met to:
1. To review Doug Anderson's (new lessee's) comments regarding the Committee's and Public's suggested changes and additions to the Quarry Lease/Addendums in preparation to make recommendations to the RTM on how to proceed with the Quarry Lease/Addendum issue.
Notes:
Gail Chapman Carbone began the meeting with an overview of past efforts on the part of the Administrative Services Committee and the public regarding the Quarry Lease/Addendum issue, which began on September 26, 2006, when the Committee met to approve and recommend to the RTM at a special meeting held September 28, 2006, the Quarry lease transfer from Jaraway to Doug Anderson, and to maintain agreements in Addendum 2 with financial agreements in Addendum 3 while this issue is being addressed by the RTM. Including this meeting, the Committee and public have met ten times.
Gail explained next steps with the assistance of Kurt Schwanfelder and Shelly Marcus:
Gail and Kurt, representing the Committee and public, will meet with Town Attorney Shelley Marcus, First Selectwoman Cheryl Morris, Doug Anderson, his attorney, and Karyl Lee Hall, a resident and attorney of Stony Creek who has attended most of these meetings, in order to monitor the negotiations between the Town and Lessee to ensure that the publics' interests are represented. The date of this meeting is to be determined.
(Post meeting note: Cheryl was on vacation week beginning 1/28/07, returning back to the office on 2/5/07. As of 2/5/07, plans are being made to set up a meeting a soon as possible.)
Gail read the Committee's and public's suggested changes to the Lease/Addendum that were sent to Doug, and also read Doug's comments on all the issues. See attached. She also read two emails she received from constituents from Stony Creek who were unable to attend the meeting who requested the Committee and public to act in the best interest of the public while keeping in mind the Lessee's interests (see attached from Jerald Greenvall and Karen Kernan).
Extensive discussion followed. Comments included:
* Mike Dougherty discussed the hours of operation, using the Quarry for dimensional stone and by-products versus for any and all material as a working/storage site, safety issues pertaining to extensive truck traffic, royalties, insurance, road conditions, Parks and Open Space Commission, etc.
* Mark Barnes:: Does Nick Fisher have a written agreement with Lessee to work at the Quarry? According to Doug, no, but would like to negotiate an agreement. According to Shelley, he's been using the Quarry for the past fifteen years and needs to comply with the terms in Addendum 2.
* Issue arose that if Fisher gets hurt while working at the Quarry, is the Town liable? According to Shelley, the Town's insurance will cover.
* Alyce Stower commented about trucks going to and leaving the Quarry at 5am in the morning. Doug advised it was a Canadian trucking firm and had no control over that.
* Kurt advised that these issues as well as others will be addressed in the negotiations in order to close loops and to help the Quarry function properly.
* Stan Fisher questioned whether the Committee thinks we should continue to negotiate with Doug given his comments.
* Dave Baker commented that he was disappointed, however if Doug is not willing to operate according the Committee's and public's suggestions, that perhaps the Quarry should be closed.
* Ed Gagliardi and other Stony Creek residents agreed.
* Marvin Zimmerman commented that he's concerned with the purpose of the Quarry with the current lessee and reminded everyone that the Quarry is an historical site.
* Jim Walker, RTM member, commented that the issues are "baloney" and involve the second district 100% and if Doug does not agree to the suggestions, perhaps it's time to shut the Quarry down.
* Frank Twohill, RTM member, suggested that the Town find another lessee who will abide by the Committee's and public's suggestions.
* Priscilla advised that she's disappointed that the only item that Doug seems to agree to is to allow special interest groups.
* Gail commented that we all need to work together at this point. We've conveyed our list of changes and suggestions to the lease/addendum, Doug has responded, and now the negotiations begin.
* Dan Santagata commented about the number of trucks that could potentially go to and from the Quarry under Doug's proposal and sited safety, noise, and hazardous conditions.
* Peter Brainard was disappointed that Doug attended most meetings and did not provide any constructive comments to the public during the meetings. He commented that perhaps the Quarry work should be put out to bid.
* Dennis Kelly commented that if the suggested changes are not good enough for Doug, then the Quarry should be closed.
* Marie Kelly suggested: 1. Doug agrees to suggested changes; 2. Close Quarry temporarily and put out to bid; 3. Close Quarry. Reminded everyone that the Quarry is residential zoned.
* Karyl Lee Hall commented that most of Addendum 2 is proposed in Addendum 3, and in Addendum 2 is the word "only." Doesn't understand why Doug agrees with that and not "soley."
* Bill Horne advised that per the DEP in previous studies, that an alternate road to the Quarry in place of 146 is not possible.
* John Opie commented that this is a slow, painful process. The Committee and public have put together suggested changes to the Quarry Lease/Addendum, Doug has commented, and now it's up to the Town Attorneys, Cheryl, Doug, and his attorney to negotiate with Kurt, Gail, and Karyl Lee monitoring for public interest.
Gail thanked the Committee and the public for all the meetings that were attended and for all the sincere efforts put into reviewing the lease/addendums and for developing and documenting suggested changes. She encouraged everyone to "hang in there" and that she would call another meeting when there was something to report. Meanwhile, she advised that she would notify all she had emails for the date she, Kurt, and Karyl Lee would meet with Shelley, Cheryl, Doug, his attorney.
Respectfully submitted,
Gail Chapman Carbone
Chair - Administrative Services
February 5, 2007
Attachments follow:
Attachments
Branford RTM Special Administrative Services Meeting
Suggested Changes and Additions to the Lease and Addendum 3
The Stony Creek Quarry Lease - As of December 12, 2006
1. On page one of the lease in the paragraph that begins with: "The Lessor also grants . . .," the third sentence that reads, "Said premises to be used and occupied only for the purpose. . ." To be replaced by, "Said premises to be used and occupied solely for the purpose . . ." Continuing with this same sentence, "....types of granite and stone including rip-rap and other by-products (add) originated from the lease premises and promotion of the Quarry as historical....."
The word solely is to restrictive
2. Article 9 of Addendum 3 should include a paragraph stating that sub-lessees are subject to the operating conditions set forth in the lease and addendums.
I do not see a lot of issue with this except it is crucial to retain Nick Fischer as a tenant allowing him to operate as he has been doing over the years which means a certain amount of material NSG will be brought in and out as a function of his operation. If this language and the lease precludes him from doing so that I am not in agreement with it.
3. Ensure that special interest folks (i.e. the current sculpturer, light shows, artists, etc.) will be able to continue to have access to the Quarry via a special permit that is accepted by the Lessee, reviewed by the Parks and Open Space Commission who recommends approval or denial of the special permit to the Board of Selectmen.
I am in agreement with putting language into the lease to allow cultural exhibits, tours, artists and the like to continue at the quarry so long as proper insurance provisions are taken into account and that it does not violate an insurance restriction that would be contained in my policiesor interfere with the operation of the quarry and its sub-lessees. Any mutually agreed special interest projects, tours, light shows ect. ect will be additionally insured with the appropriate policies.
4. In addition, Sub-leases must be in writing for review and recommendation of approval or revisions by the Parks and Open Space Commission and then approved by the RTM.
I am not willing to enter into a public debate and or excessive burocratic process every time we enter into a potential lease situation. The initial lease permits sub-lessee and am comfortable with that language.
5. Article 12 should be removed.
My intensions in moving forward with this two part lease process was always to maintain some form of this clause in the agreement that would be clarified and/or defined more to alleviate the many misconceptions that were created through public opinion about our intentions at the quarry i.e.(transfer station, demolition disposal, ect.) This was a crucial clause and operation that was a major part of my business plan that not only allowed use to justify the previous rent and royalty rate expense which we know from the previous ownerships of this operation is an onerous amount of money for this particular industry as evidenced by the successive bankruptcies, foreclosures, liens and failures that have occurred as the result of their ownership of this quarry. This doesn't account for the additional rent, royalty and minimum requirements that
were negotiated into the third addendum. Any modification or removal of this clause will severely affect my ability to not only pay these new terms but also the ability to pay the previous terms due to the lost revenue we were expecting as a result of this clause to cover such. This is a very capital intensive low volume low margin cyclical business that will need many sources of revenue in order to survive; history will tell us that without such we will end up as another statistic of a failed Quarry operator.
6. The following could be a replacement paragraph for Article 12 or could be incorporated in Article 5 as parameters for the Lessee's Operations Plans.
A new paragraph entitled "Operation Limits" should be added as follows:
The Lessee shall conduct quarrying operations within the following limitations on production and shipment of quarry products:
A) Quarry operations shall be limited to daytime hours between 7AM and 5PM, Monday through Saturday. Other work that is necessary to support quarry operations will be allowed during non-business hours as long as they do not generate undue noise and traffic.
I am not sure I am open to placing time restriction limits on the operation of the quarry as per Rick Atkinson's comments. Doing so again places onerous conditions on the operation that will further restrict our ability to react and fulfill commitments that might arise from certain projects and operation requirements that may arise from time to time.
B) Trucking of product from the quarry shall be limited to daytime hours between 7AM and 5PM, Monday through Saturday and Lessee will make every reasonable effort to avoid interfering with commuting and school bus traffic in the morning and afternoon.
Again I am not open to placing additional conditions on the operation that will severely limit our ability to fulfill project as they come along from time to time that may require activity outside the limits of the restricted time frame.. I will say that we are making every effort to respect the neighborhood and surrounding area to and from the quarry to operate the business with in the course of normal working hours and respect every safety concern that will arise from the result of this operation but we need the operational flexibility in order to make this work.
1. Lessee will work with the State Department of Transportation and Branford Town Police Commission to monitor and enforce speed limits and safety issues. For example, clearly posting speed limits, "Watch Out for Children" signs, etc.
C) Make best efforts to limit the use of "Jake" brakes on trucks that are part of quarry operations and access Stony Creek roads (put into a 3 to 5 year Operations Plan).
1. Lessee will work with the State Department of Transportation and Branford Town Police Commission to monitor and enforce speed limits and safety issues. For example, clearly posting speed limits, "Watch Out for Children" signs, etc.
D) Encourage Lessee to make best efforts to communicate to drivers and others who access the Quarry regarding issues involving safety: such as following posted speed limits, watching out for pedestrians, cyclists, children, animals, etc.
With respect to the highlighted areas we will be willing to work together with all applicable agencies, regulatory bodies, the Stony Creek Association and any other authority to mutually agree to do what ever it reasonably takes to respect the area and address the legitimate issues and concerns that arise as the result of this operation. As far as the monitoring and enforcement language we expect all our vendors and employees to abide all laws and regulations but statistical monitoring and enforcement are the responsibilities of the appropriate and respective agencies.
E) No more than twelve hundred (1200) tons of material can be trucked out of the Quarry per week, not to exceed thirty thousand (30,000) tons of material in a given calendar year. (Put into a 3 to 5 year Operations Plan).
Aside from the fact that the math does not work with respect to these figures I will absolutely not agree to any restriction on material removal, truck count or the like that will affect the operation of this business. It is not functionally feasible to restrict this activity under any circumstance with out severely negatively affecting the operation.
F) The source of stone for crushing shall be from existing piles of waste on the property or waste generated by new quarry operations.
G) The mining of stone from the quarry ledge shall be solely for the purpose of obtaining dimensional stone for building blocks, veneer, slabs, etc. but not specifically for stone crushing. Include a definition of what dimensional stone is.
With the highlighted items F and G above I am not willing to put language such as this in the lease for a number of reasons in that there are large section of quarry ledge that are not harvestable as dimensional stone and in order to get to the high yield solid dimensional stone ledge other quarry ledge may need to be removed. In addition there are some areas of harvestable ledge that yields very low if any harvestable block due to deficiencies in the stone i.e. cracks, seams, color variations and the like. This does not warrant dimensional stone quarrying and thus would become another product. To try and start to define what can and can't be done with the stone is to open to much interpretation as to what is good stone and what isn't. This type of language opens the door to over scrutiny, different interpretations of stone classification
and operations should be and will be the cause of additional undo confrontation and different opinions as to what and or who is right or wrong.
7. In many places in the lease and addendums the Lessor retains the right to inspect, review and in general conduct oversight of the quarry operations. However, except for article 2.3 of Addendum 3 the town department or official responsible for review or oversight is not specified. Somehow those responsible should be specified and it should not be left to occasional tours by interested parties to perform this important oversight of responsibility.
A) The suggestion of the Committee and Public is that the Parks and Open Space Commission oversee the Quarry Operations and acts in the best interest of the public and the Lessee. The Parks and Open Space Commission reports to the Board of Selectmen regarding Quarry issues. This would mean a modification in the Town Code Book.
On the highlighted above I am not sure of the mechanism or ramifications of agreeing to accept jurisdictional oversight from the Parks and Open space Commission and the potential exposure of such and would defer to legal council on such. We operate the quarry and am not a trustee or receiver and further the requested oversight proposed in this language is to broad and in consisted with prudent business operations.
B) Quarterly reports prepared and submitted by the Lessee to the Parks and Open Space Commission for review.
After some thought and logistical operational issues I would propose annual reports as long as we mutually agree to the scope and documentation methods of such so as not to create an unreasonable burdensome documentation/reporting process.
8. Transferable lease provision/sub-leasing: A non-transferable lease should be required. No sub-leasing or transfer of lease without prior RTM approval.
The lease needs to have the ability to be transferred to give us the ability to divest the business if the opportunity arises and would agree to standard consent language not to be unreasonably withheld.
9. Lessee's preliminary Operation Plan to be submitted by mid-January, 2007.
A preliminary operations plan will consist of a brief overview of the operation and business description of the proposed operation.
10. Other Considerations:
A) Work with the RTM Rules and Ordinances Committee to review and if appropriate develop ordinances that address noise issues, signage, etc.
We do not understand what this means.
Keep in mind that Lessee may have special needs at given times, and is to be encouraged to work with the Parks and Open Space Commission, Board of Selectmen, and public for the good of all involved.
We do not understand what this means.
Consider including remedies if Lessee fails to comply with any items of the lease/addendum 3.
Remedies already exist and I feel they are sufficient.
Not addressed here was a request to modify the estoppel. This has been looked at by the bank and our attorney and must remain as executed.
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Dear Representatives,
Re: item 4
This item or an equally strong alternative must be kept in any lease agreement. It's obvious that if this is removed then the lessee is at will to bring in any kind of sublease operation.
Bear in mind this lease needs to be negotiated for the good of the residents and the Town of Branford.
The quarry does not really need to be operational at this time and if this new lease were put out to bid I think there would be others interested.
I also have a personal interest in this quarry as three generations of my family have worked there.
Sincerely,
Jerald (Jake) Greenvall
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January 30, 2007
To: Gail Chapman-Carbone
Chair- Branford RTM Special Administrative Services
RE: Suggested changes and additions to the Stony Creek Quarry Lease
Dear Ms. Chapman,
I would like to submit my comments on the suggested changes and additions to the Stony Creek quarry lease. We have lived on the corner of Quarry Road and Leetes Island Road for over 25 years and will be among those most affected by the new quarry operations, so I hope the committee members understand the depth of our concerns.
I have read Doug Anderson's comments and have to say that I agree with nearly everything he says. I accept the sincerity of Mr. Anderson's stated respect for local concerns about noise and safety and traffic. Even so, I am fully aware that if the quarry operates at the level Mr. Anderson would naturally aspire to, it will likely destroy the tranquility of my life here, along with the value of my home.
Here are my specific responses.
* I agree that Mr. Anderson should be able to crush stone that would not be viable for sale as blocks and must be removed to get to higher quality stone.
* Any business person needs flexibility to respond to occasional crunches and he would be crazy to willingly restrict his hours. I can live with occasional extra noise, but my concern is that "occasional" may mean "all summer from morning to night and including Sundays" and create so much noise as to fully destroy the deep pleasure I take in being outside in my own yard. This is a deeply distressing thought to me.
* Mr. Anderson will be hard pressed to succeed in a very competitive business where a lot of quarry lease holders have failed before him. Can the town/state study the cost of repairs that will be necessary to maintain Quarry Road and Rt. 146 versus the cost of an access road from the Quarry to I-95? An access road would address everyone's concerns about traffic, but I can't imagine that Mr. Anderson could afford to build one at this fragile point in his new business plan. Can we address the idea of a certain level of financial success (or traffic) requiring an access road?
* I like the idea of the modifying the Town Code Book to make the Parks and Open Space commission the oversight reviewer. That would give us citizens (and neighbors) a way to monitor and voice our concerns.
* Quarterly reporting is a business standard. I think Mr. Anderson should submit quarterly, not annual reports, as he would prefer to do-who wouldn't!
* I agree with the fact that the wording of the "Other considerations" is too vague, and that he can't really respond to them.
* I think Mr. Anderson should be able to sub-lease without getting RTM approval. If he found someone to take over some aspect of his operations and it would make financial sense to him, then he should be able to run his business that way. The sub-lease holder would still have to operate under the terms of the lease the RTM created. If he was going belly-up, which is a real possibility, he should be able to get out of the situation if a good offer came along until the lease came up again for renewal with the town.
Thank you for your review of my comments. I wish I could be there this evening to share these concerns in person.
And thank you all for your work on behalf of the town I hope to continue to love living in!
Karen Kernan
576 Leetes Island Road
Branford, CT 06405
203 481-4478
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