*Jeanie McIntyre, longtime president of the Upper Valley Land Trust, responds to this story in* VTDigger about its settlement agreement with Vermont Technical College over land that VTC owns in Norwich. The land and some of the buildings are currently occupied by Norwich Farm Creamery, whose lease runs out in June. A group of town residents, the Norwich Farm Foundation, is trying to buy it. The settlement agreement was kept private until Creamery owners Chris and Laura Gray, and then VTDigger's Katy Savage, filed public records requests. It was redacted by VTC before being turned over.

Thanks for taking the time to talk. I gather you take exception to what's in that story?

I can say a couple of things. The situation with the settlement agreement is a lot more benign than people imagine. It’s titillating to imagine what’s in the redacted parts, but what I see in the Digger story is a combination of that imagination and some flat-out wrong statements. There are things that are factually incorrect—a few of them, not lots and lots—that in combination with the imaginative aspect of this turn it into kind of a bizarre story.

Could you explain the background?

In 2018, the college failed to perform on a contract that should have conveyed the six-acre property with the red barns and white farmhouse to the land trust. We had a contract with them: If the school stopped using the six acres for its school program, they would convey it to UVLT for a $50,000 price. They couldn't do that free and clear of encumbrances [because creamery owners Chris and Laura Gray were living on the property]. We and the college tried to resolve that issue for a year, and after a year, UVLT gave up on expecting the property and filed for damages. Eventually we reached an out-of-court settlement allowing VTC to make a partial payment to UVLT at the time they signed, and then when they sold the property.

That just made sense: The school was obviously going to sell the property because they didn’t need it, but the lease goes until June 2021. The settlement was in May of 2020, so how was the college going to compensate UVLT for fact that they didn’t convey the property if they couldn't yet generate the cash?

Before we get to the facts about the settlement: The damages were for what?

Well, when the college told us it was ceasing operations, UVLT launched into meetings with farmers and entrepreneurs and nonprofits about what might happen with the six acres. We did numerous reviews of proposals, had lawyers dong title work and thinking about different structures of future ownership... so we spent a huge amount of additional resources. Then there was a year of legal time and mediation time and staff time as we tried to figure out if there was an arrangement we and school could come to, and that created another huge set of costs. Then we filed the lawsuit and that's when the real dollars started. And finally, there were the opportunities for our mission represented by this property that we never were able to acquire. So we said, "Give us value instead and we’ll do our mission somewhere else." We eventually arrived at a settlement in which neither side was satisfied they'd gotten what they wanted, but both were satisfied this was an outcome they could live with.

Would you mind explaining what's inaccurate or imagined about the story?

Well, for starters, it says that the college is selling two parcels of land for $2M. But the asking prices are $485,000 and $1.2 million, so I'm not sure how you get to $2 million.

Actually, let's stop right there for a minute. Could you explain what the parcels are?

Sure. First, I just want to point out that throughout the story, the property is referred to as a farm. What it is, is six acres with a bunch of farm buildings on it. A lot of people think of it as the six acres plus the land around it, but that land—the 350 acres you read about—already belongs to the land trust. It's not at risk, it's not going to be developed. We’ve got a hay lease and a food pantry garden and wetlands we’re restoring—we're busy with our own plans on that land.

The property the school's asking $1.2 million for is the six acres with barns and buildings. The $485,000 property is that dark green-black house up the road, which sits on two acres. It was never part of any deal between the college and UVLT. It's already under contract.

Okay, thank you. So, to go on about the story...

Well, it says that the redacted settlement "shows the college has little control" over the sale. That’s just not true. There’s a floor price, but you‘d have to be imagining that floor price is very high in order to believe that statement is true. All the settlement says is that you cannot agree to a sale below that price unless UVLT gives its permission, which is designed to protect UVLT from not getting the amount of damages we agreed to. That’s all it is.

Really, the statement that the college has little control over the sale is nutty: They can agree on the marketing price, lower it if they choose, and sell to whom they want. They own the property.

So where the story says that the agreement gives us the right of first refusal, the right to reject any offer on the properties, and the right to a floor price—that combination of phrases is misleading at best. There is nothing that gives UVLT the right to "reject any offer"—and again, we're just talking about the 6-acre property. We can reject an offer if it is below the floor price during a set period, then only after that we get a right of first refusal, which means we can't veto an offer, we can just match it—and only if below the floor. We don’t just have the right to go around rejecting offers.

The school owns the property and is selling it, and it can accept any offer over the floor price. We’re not doing the marketing, we're not scrutinizing offers—in fact, I’ve never seen any of the offers the school is getting. We’re just plain not engaged in what's going on over there.

There's also a historical statement that basically says that UVLT sued the state college system in April 2019 when the Grays refused to leave the property. It's true that we sued in April 2019, but that wasn’t when the Grays refused to leave—they did that in 2018 or 2017. And the Grays' issue was their lease with the school, not with us. Our lawsuit wasn’t about them.

Finally, there's the statement from Kate Barlow about how now she knows why the foundation isn't getting responses to its offers. The implication is that UVLT is involved in rejecting them. It's possible to imagine that, but it's just not true.