Schlumberger land sale to art collector heads to hearing

Schlumberger’s old research campus area with its mirrored glass buildings — soon to be torn down, most of them — will be the focus of what looks to be intense discussion next week.

The selectmen will conduct a public hearing to describe, defend — and probably debate with citizens — the proposed lease-and-sale of the 12-acre parcel of former Schlumberger land to a private art collector for total compensation of $3,450,000.

The public hearing on the proposed sale is Wednesday, Oct. 22, at 7:30 in town hall.

It could be lively.

“People are entitled to their opinions and we certainly know there are people who do not agree with this sale,” First Selectman Rudy Marconi said Monday. “But it is important that the general public, the voting public of Ridgefield, be aware of all factors, not just an isolated few.

“There has been misinformation circulated that could mislead the voters, and we would like to take this opportunity, the public hearing, to clarify all of this misinformation that has been released.”

Voters will be asked to judge the proposed sale in a ballot question that will be part of the Nov. 4 election — so the hearing is required.

The ballot question reads: “Shall the Town of Ridgefield sell 12 acres of land on Old Quarry Road (former Schlumberger property), together with certain buildings located thereon, to Sky Dome LLC through a lease/sale agreement for a total compensation of $3,450,000?”

What’s left?

If approved, the proposed sale would leave the town with about 28 acres of the original 45-acre Schlumberger tract.

The town has a 10-acre parcel off Sunset Lane that is zoned for multifamily use, and which the selectmen are negotiating to sell to a developer.

The town also has another 18 acres, mostly along the border with Great Swamp.

The town previously sold five acres, on the other side of Old Quarry Road, to developer Steve Zemo, who has plans for a multi-use complex including a hotel.

Controversial

The proposed deal is controversial, even among town officials. It passed the Board of Selectmen 3-to-2. The Republican Town Committee has an opinion column against it on page four of this paper. In public hearings over the summer many citizens argued that the town should take more time, to conduct a study, before selling off more of the Schlumberger property.

Last week, as the board discussed putting out a position statement on the deal, Selectman Andy Bodner voiced some of his concerns.

“I think the sales price of $3.45 million has not been determined to be ‘fair market value,’” Mr. Bodner said.

“I voted against it. I think it’s against the interests of the town,” he added.

The purchaser, Sky Dome LLC, is a limited liability corporation created by Eric Diefenbach and James Keith Brown, a pair of New Yorkers with a home in town.

Mr. Diefenbach, who is the chairman of the Aldrich Museum’s board of directors, is the prospective purchaser First Selectman Rudy Marconi has long referred to as “the art collector,” and his plans for the site are, essentially, for art-related uses.

83-page agreement

The proposed lease purchase agreement is a complex 83-page document. It’s posted and on the town website: www.ridgefieldct.org.

“A lot of it is boiler-plate language that is tough to get through,” Mr. Marconi said.

The selectmen have been negotiating for more than two years with Mr. Diefenbach, who began talking to Mr. Marconi about the property before the town voters approved $7 million for the Schlumberger property in December 2011.

But Mr. Diefenbach has not sought to be in the public eye. The negotiations, and often the selectmen’s discussion of them, have been in executive session. And the contract is so long that many of its details aren’t well known.

The price

The confusion starts with the price, Mr. Marconi said.

“There is misinformation about the purchase price,” Mr. Marconi said in an interview Monday. “The total price is $3,450,000. This price is made up of a combination of a five-year lease and a possible purchase at the end of the lease.

“The formal agreement calls for a five-year lease requiring payment of $240,000 per year to the town of Ridgefield. Of this $240,000 each year, $180,000 will be credited toward the eventual purchase price.

“So if the agreement lasts five years, five times $180,000 is $900,000. The agreement then calls for a closing price of $2,550,000.

“If you add the $900,000 received to the $2,550,000, you will come to a total purchase price of $3,450,000,” Mr. Marconi said.

The contract contains some flexibility on the date the lease will become a purchase, so there can be a differing balance of lease payment to closing price, depending on when the transition from lease to sale takes place.

“If the lease is shorter, then the components may change, but the total sales price is fixed at $3,450,000,” Mr. Marconi said.

This flexibility on when the deal would become a sale is due in part to the fact that work is needed on the site. The town plans to demolish most of the buildings, opening the way for environmental cleanup that Schlumberger is obligated to do under terms of its 2011 sale to the town.

The contract gives the buyers a “due diligence period” to check out the environmental status of the property.

“The purchaser has the right of an environmental review,” Mr. Marconi said. “He does have a second due diligence period.”

But if the property checks out, the purchase agreement stands and “only for the environmental reason” can the buyers back out.

“They have to buy it,” Mr. Marconi said.

Overall plan

The plans are for four buildings in Schlumberger’s former research center to be saved and put to use by the art collector. The agreement requires the purchaser to restore the building designed by noted architect the late Philip Johnson.

Mr. Marconi described the art collector’s plans.

“The current thinking for the use of this particular 12-acre parcel will be to save four buildings that are located on the campus. Those buildings are the Philip Johnson building, the auditorium, the library, and the ‘sky dome’ building,” Mr. Marconi said.

“The purchaser plans the following use of the property: Renovate the Philip Johnson, as well as the auditorium. I believe the Philip Johnson is to be used as private art gallery.

“The auditorium is for guest lectures and documentaries, showing documentaries,” he said. “The library to be remodeled and used for a library purpose. And, finally, the sky dome is to be used as warehouse.

“In addition to the above use of existing buildings, the purchaser had requested to build two residential units, one a home for a curator, the second a home for visiting artists,” Mr. Marconi said.

The gallery in the Philip Johnson building would used primarily for the private showing of artwork, but there is also a possibility of the gallery being open for public events “three or four times a year,”  Mr. Marconi said.

Deed restrictions

The proposed contract calls for several specific deed restrictions limiting future use of the property.

One of the topics of debate on the proposed agreement concerns whether these deed restrictions would hold up in court if challenged by a party seeking more intense use of the property.

The selectmen did negotiate into the deal several deed restrictions that are designed to protect the town against possible future intense development of the site.

Limiting future building had been a major argument advanced by the selectmen in support of the original $7-million, 45-acre Schlumberger purchase.

“A couple of the restrictions refer to the current zoning, which is a B-2 use,” Mr. Marconi said. “B-2 use allows for a combination of commercial development along with residential development. The deed restrictions specifically require that any future development be in harmony with the current zoning.”

There is also a deed restriction on future tax revenue. The purchaser’s planned use is expected to generate $60,000 a year in taxes.

A deed restriction, according to Mr. Marconi, would assure that if the buyers end up passing the property on to a nonprofit entity of some sort, that organization would be obligated to give the town payments in lieu of taxes equal to at least half the taxes that would be due if it remained privately owned.

“If the taxes are, say, $70,000 a year, they would reduce to $35,000 if the entity transferred to is a 501(c)(3),” Mr. Marconi said.

The first selectman admits the 83-page agreement is far from easy to understand.

“There is a lot,” he said.

“It’s important that the voters understand clearly what the agreement is.”

Financial implications

He said residents should also consider the financial implications to turning down the proposed agreement.

If it simply held on to the land, the town wouldn’t get the estimated $60,000 a year in taxes from it.

And the town would have to take on the costs of restoring or demolishing the four buildings slated, under the agreement, to remain there.

The Philip Johnson building has a leaking roof and needs an air conditioning system, Mr. Marconi said.

The auditorium, used by the town for events like the annual Chekov Festival, is in pretty good shape, but needs air conditioning, he said.

The library building has also developed roof leaks, and would cost money to preserve or demolish, he said.

The sky dome building, which was once the site of Schlumberger’s linear accelerator, remains in good condition, Mr. Marconi said.

“In all likelihood we would attempt to retain this building due to the expensive nature of demolition, triggered by 16-inch-wide walls,” Mr. Marconi said.

While there is still fuel oil pollution to be cleaned up on the site, Mr. Marconi said, the property is not suspected of nuclear contamination.

“All buildings have been verified and signed off on by the Nuclear Regulatory Commission, as well as Schlumberger’s consultants and the town of Ridgefield own environmental consultants,” Mr. Marconi said.

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