Vermont Technical College is seeking to sell two parcels of land in Norwich for close to $1.7 million, in part to recoup a $4 million deficit, but a legal document obtained by VTDigger shows the college has little control over the sale.
The document, a partially redacted settlement agreement between the college and the Upper Valley Land Trust from a 2019 lawsuit, shows the land trust stands to receive a portion of the profit from the potential sale, in addition to $75,000 from the college.
The agreement gives the land trust the right of first refusal, the right to reject any offer on the properties and the right to veto an offer below a certain “floor price.” Signed in May 2020, the deal requires the land trust and the college to keep the floor price “strictly confidential.” It also requires the college not to mention the land trust on any marketing materials.
Kate Barlow, a member of the Norwich Farm Foundation, a group that is trying to buy the properties to keep a local cheesemaker in business, called the settlement agreement a “profit-making scheme” for the land trust.
The foundation offered the college about $600,000 to buy both parcels in February, but the offer was quickly rejected.
“Now we know why we haven’t been getting any responses (to our offer),” Barlow said. “It’s not about students or the deficit. It’s about paying off the UVLT.”
Barlow said the agreement could hinder the Norwich Farm Foundation’s fundraising efforts.
“It seems like this whole thing is a ruse to get the private Upper Valley Land Trust paid, and the state is getting left out entirely,” she said. “The students are losing out, the college is losing out and the community is losing out.”
Upper Valley Land Trust Executive Director Jeannie McIntyre declined to comment on the settlement agreement nor disclose how much the land trust would accept for the properties. She said the land trust had no plans to use its veto power.
“UVLT’s lawsuit was for damages,” McIntyre said. “We did not expect to acquire the property for our use.”
Vermont Technical College and the Upper Valley Land Trust have been at odds over the farm for more than five years.
The sprawling acreage was donated by wealthy Norwich resident Andrew Sigler. He initially approached the land trust and the college in 2015 about donating his entire property, including a 2.2-acre lot with a mobile home, a 5.26-acre lot with a barn and farmhouse, and the surrounding 353 acres of open land.
The college and the land trust agreed at the time that the college could make best use of the farm parcel to start a dairy educational program. The land trust bought the 353 acres from the college for $300,000 in 2015. The college and the land trust then signed an option agreement, giving the land trust the right to buy the remaining dairy farm for $50,000 if the college ever stopped using it.
But the college’s educational program in Norwich quickly fell apart. College President Pat Moulton told the land trust the educational program was shutting down in September 2017. The land trust then tried to buy the property six months later, but the college couldn’t sell it unencumbered, as required in the agreement, because it had a five-year lease with tenant Chris Gray.
Upper Valley Land Trust sued the Vermont State College System for breach of contract in April 2019 after Gray refused for some time to leave.
Gray, who was hired to lead the dairy educational program for Vermont Technical College in 2016, continues to live at the Norwich facility and use the farm to make cheese and other dairy products.
“We’re just cheesemakers looking for fairness from these two large institutions,” Gray said. “We’re trying to protect this farm from development, make a living providing value-added dairy to this community and restore this farm to working land.”
The dairy farm went on the market for $1.2 million in the fall. The farm’s adjacent parcel, listed recently for $485,000, went under contract two weeks ago. Meanwhile, Gray’s lease agreement is up in June, and Moulton said there would be no extension.
Reached by phone, Moulton declined to discuss the settlement agreement.
“The fact that we signed it is indicative of our willingness to proceed,” she said.
The Norwich property is one of several Vermont Tech is selling, Moulton said.
“We’re trying to liquidate those assets that are not core to our educational mission, and this is one of them,” she said.
Moulton, who became president shortly after the agreements between the land trust and the college were signed, estimated the college has invested at least $1.1 million in the farm. She admitted the sale of the Norwich parcels would not make up the investments.
“I don’t believe we’ll recoup our full investment,” Moulton said.
Concern over the farm has attracted the attention of state lawmakers.
Sen. Bobby Starr, D-Essex/Orleans, who chairs the Senate Committee on Agriculture, called the settlement agreement “a mess.”
“It seems like they just want to get away from it and move on as quickly as they can,” Starr said. “I can’t imagine why VSC would agree to that. I don’t think it’s very appropriate.”
Rep. Tim Briglin, D-Thetford, who has been working with the farm foundation for the past few years, said he was surprised by the settlement agreement as well.
“The frustration that I have is that there would seem to be an outcome here that would be supportive of the mission of the Upper Valley Land Trust (and) the State of Vermont that keeps in place a local food system and micro-dairy,” he said.
Briglin said legislators are “hamstrung on how to solve this problem.”
“My concern is that when the dust settles on this, we’re going to be without a farm,” Briglin said.
Cam Brown, a Lang McLaughry Commercial Real Estate agent who is representing the dairy property, said he was unaware of the settlement agreement.
“I have not had a conversation with them as far as what they’d accept or how low they’d go,” Brown said.
Though many Norwich residents are concerned the farm property will be destroyed or developed under new ownership, Brown said two parties have been interested in the dairy parcel so far, and neither was interested in development.
“No one has mentioned tearing down the buildings,” he said. “It would be crazy. I think you’re going to see those buildings remain there.”
Brown himself has a long history with the property. He oversaw construction of the farm in the 1990s, back when it was built to breed and sell high-quality dairy cows.
Now, Brown is a frequent customer of the Norwich Farm.
“I don’t think anybody buys more chocolate milk and rice pudding there than I do,” Brown said. “I hope it continues on. I hope they can be successful.”
Omer Trajman, a board member of the Norwich Farm Foundation, said he has raised about $200,000 in pledges to buy the property so far, but the settlement agreement makes fundraising a challenge.
“UVLT could just kill the deal,” he said. “They could take the deal away after all this hard work.”
He said the foundation planned to present another offer.
“We do want to pursue it,” he said. “If we can’t figure something out, we’re going to lose the farm.”
Correction: An earlier version of this story misstated the combined sale price of the two properties in question.
