NORWALK, Conn. — Norwalk developer Jason Milligan is balking, saying “no deal” in the city’s effort to lock in an option agreement for the property next to the Norwalk Public Library.
Milligan, owner of 11 Belden Ave., said Wednesday afternoon that he was “close to moving on” from the deal negotiated by former Mayor Alex Knopp in the lawsuit filed by the Norwalk Public Library Foundation against Milligan’s company and the Zoning Commission’s approval for apartments next to the library. On Wednesday evening, after the Common Council voted to amend the agreement and allow for further negotiation on one point, Milligan said that the Council voted on a document he hadn’t agreed to, that the episode has been a “real shame, a lesson in frustration and bullying.”
“No deal,” he said.
Common Council members, including Mayor Harry Rilling, declined to comment. Corporation Counsel Mario Coppola was circumspect after the Council meeting, saying that he needed to inform Milligan of the decision first. Later in the evening, after Milligan went public with extensive comments, Coppola said Milligan has not had an attorney representing him in this process and has not understood certain terms.
Coppola, while still in City Hall, showed reporters a thick folder of information that he had planned to provide. Given that the Council had not voted on a complete agreement, he couldn’t do it, he said. But later, after Milligan’s pointed remarks, Coppola said the thick folder of information would be available Thursday.
It will document every email exchange and draft of the deal, he said.
The Common Council in July agreed to pay Milligan $460,000 for a six-year purchase option on 11 Belden Ave., where Milligan won Zoning approval for a 69-apartment building. The option would lock in a $4.8 million price for the property, which includes People’s Bank.
This stemmed from the library foundation’s lawsuit, led by Knopp, an appeal of the Zoning approval. The deal would “put the city in the driver’s seat regarding the development of the whole area around the library,” Knopp said in July.
One thing Coppola and Milligan agreed on Wednesday: there have been revisions to the drafted agreement.
While Coppola said the agreement drafted to resolve the court case had been just that, a draft, with further refinement needed, Milligan said, “To me … that was legit, that was what we were going to move on.”
“As you know the Library Option Agreement was approved by 8 city boards and commissions, and was unanimously approved by the town council. There was a little noticed sentence that said subject to some additional protections for the city. Those additional protections for the city were supposed to be very narrow in scope,” Milligan said in an email.
Milligan said Wednesday afternoon that his team has been reasonable, and compared the process to a 1980s WWF wrestling match.
“It never stops. How many people, how many times are you going to steamroll me?” Milligan asked, commenting that he has been quiet while, “They have been beating the hell out of me.”
He was ready to drop the deal on Friday, which was specified in the option agreement as the latest date he’d be paid the $460,000; but Rilling called, the pair came to terms and he granted a one week extension, he said.
“I like the mayor, he’s an OK guy. But I think that the way this has been handled, the way the advisors are running the show — they have one speed and it’s ‘Pitbull,’” Milligan said. “That’s a problem.”
The agreement presented him Wednesday was “a completely redrafted agreement,” and, “The way it sits there’s not going to be a deal,” he said.
“Up until this morning at 10 o’clock everything was golden,” Milligan said, complaining that the city hired a “very expensive” outside attorney, Marshall Goldberg, six or eight weeks ago. That makes eight attorneys who have been involved in the agreement, he said.
Milligan provided multiple documents, including a Word file showing Goldberg’s edits. There are many formatting changes; in one more significant passage, the phrase, “Upon the expiration of the Option, this Agreement shall automatically terminate without further action by any party” was changed to, “If not exercised during the Option Period, the Option shall expire and be of no further force or effect upon expiration of the Option Period.”
(Goldberg’s version, according to Milligan)
“Who knows how much money was spent,” Milligan said in an email. The outside law firm completely rewrote the option agreement. … The rewrite was promptly rejected. Over the course of several weeks we have hammered out an addendum to the option agreement that has 14 clauses.”
On Wedneday, Milligan emailed Council members to say, “There is not a chance in HELL that what you just sent me is acceptable!”
(Coppola’s version, according to Milligan)
It’s not the agreement he worked out with Rilling and Assistant to the Mayor Laoise King, he explained to NancyOnNorwalk.
The subject line of Milligan’s email to the Council was, “Too many attorneys spoiled the broth.”
“We had reached agreement on numerous occasions over the last year and a half, only to have someone within the city materially change the agreement later,” Milligan said in the email. “I have had to negotiate with Mario Coppola esq., Alex Knopp esq., Marshall Goldberg Esq., John Igneri, Harry Rilling, Laoise King, Diane Beltz-Jacobson Esq., Gregory Cava Esq. I was told that Tom Livingston on the council was the person behind the most recent changes, but I am not sure I believe that.”
Livingston, Land Use and Building Management Committee Chairman and an attorney, did not reply to an email from NancyOnNorwalk.
Milligan said Wednesday afternoon that he had not shown the latest agreement to a lawyer because he didn’t need to.
The Council meeting, behind closed doors
Rilling on Tuesday evening said the Council’s Wednesday special meeting was about “a couple of minor changes,” that were best to bring back to the Council for a vote.
The meeting’s agenda stated that there would be an executive session, “To consider a recent development in the 11 Belden Avenue Agreement before Friday September 8th, when it is scheduled to close.”
The Council spent about 80 minutes in executive session and then unanimously approved a motion made by Livingston (D-District E). That approved an addendum to the agreement “with the caveat that we give Corporation Counsel authority to further negotiate Section 8 to provide that it be more equitable to all parties.”
Section 8 regards “the required insurance on the building during the option period,” Coppola explained after the meeting. Continued negotiations would allow him “to make some further revisions to one section to beef it up, to further provide appropriate protections to the city with regard to the requirement to maintain proper insurance on the building,” he said.
The Sept. 8 date was a deadline set by Milligan, he said. Asked why Milligan had mentioned Aug. 31, Coppola said there was no court order that the deal conclude by that date.
The revision he is seeking would mandate that if there were a fire at the People’s Bank “the buildings would be fully restored to their previous condition or that the city have the option to get their money back,” he said.
“I don’t want to make any further comment as to this deal, because we have to, as a courtesy to Mr. Milligan, I think, inform him as to what the Council’s decision was. I think at a later date the mayor will give a statement. At some point in in time, I think we will make a statement as well.”
Reactions to the vote
After the Council meeting, Knopp released a statement.
“Tonight the Common Council moved the Option Agreement down to the one-yard line but we’re not in the end zone yet and I hope all parties can quickly finish the job without letting the Agreement break apart and dashing the high hopes of library patrons,” Knopp said in an email.
“A more accurate football analogy is that former Mayor Knopp was able to get the parties to the 1 yard line and Mayor Rilling and I were able to push it into the end zone last Friday as time ran out,” Milligan said in an email. “However, an unexpected flag was thrown by Mario Coppola. He then proceeded to take over the play calling, called an audible and cost the City the game.”
The Council did not vote on the agreement from Friday, he said.
Coppola had declined to show the press what had been considered during the executive session, because it was still an open issue.
The agreement had been ripped to shreds by an “asinine lawyer” hired to add commas and other punctuation marks, and that was the “biggest start of the downfall,” he said.
The Aug. 31 deadline in the option agreement, signed in court, “was serious,” he said, pointing out that although Rilling couldn’t sign the document without authorization from the Council, the library foundation withdrew its lawsuit based on the document.
“If that was a draft, they really stuck their neck out,” Milligan said.
“I like and respect the mayor, so I not going to hammer him over this,” he said. “I am just very disappointed in him. But I think he was very fair and reasonable. Understandably, he is not into the minutia of every single thing that happens in the city. But on Friday we came to an agreement.”
The 14 clauses in the addendum show that, “We gave and gave and negotiated and negotiated,” Milligan said.
“Each time an attorney grabs it, they tend to put their own little spin on it. It gets too cute and too fancy. At some point, you work your way out of an agreement,” Milligan said. “…I don’t think this is possibly going to happen on Friday because I have been told they presented the format that was presented by Mario and that’s unacceptable.
Coppola, learning that Milligan had said, “No deal,” offered a short version of the city’s side of the story, in advance of the folder of information available Thursday.
Because of the city’s structure of Boards and Commissions, a summary of terms is what’s generally voted upon, he explained. In this case, there were three parties involved in the legal settlement, but the mayor couldn’t sign it.
There was a rush to create a draft because Milligan has emphasized that time is of the essence, Coppola said.
“We always considered it to be a draft. It was missing many of the general provisions that would be included in an option agreement, particularly those provisions that would protect the option holder,” Coppola said.
Coppola said that he spoke with Milligan’s attorney, Peter Nolin, as the court case concluded and they agreed to add additional safeguard provisions that would be included in general option agreements as the city process continued, at an expedited pace.
Goldberg was hired in a “very limited role,” because, “I thought it was important for third party to propose what provisions would be in a general option agreement,” Coppola said. “…I still was significantly involved in the process of the revisions.”
“Jason absolutely refused to have an attorney represent him. He insisted on doing it himself,” Coppola said. “Unfortunately, I think he didn’t understand the significance of certain terms that we needed in the agreement to protect the city’s option. Or, he just chose to ignore the significance of why we needed those provisions to protect the city.”
Milligan said in the earlier conversation that he had no attorney formally representing him in the revisions to the draft agreement but had many attorneys that he consulted.
Coppola’s story continued, “At some point, later in the process, Jason requested a few substantive concessions in his favor. He decided that he no longer wanted to complete the improvements to the site plan that he had presented to us, whereby he was going to stripe the lot, make small changes in order to (add) additional parking spaces. So, he wanted the city to agree somehow to allow him during the option period to potentially be in violation with regard to the parking requirements. We said that was improper, that we had an obligation to apply Zoning regulations in a uniform manner to all the property owners in the city.”
The city offered Milligan three to five spaces in the Yankee Doodle Garage but Milligan insisted on 11 spaces, and the city agreed, Coppola said.
“That was a significant concession that Jason asked us to make after already approval by the Boards and Commissions,” Coppola said. “A week ago, he asked for a further concession to potentially eliminate an easement that the subject property has over a neighboring property at 15 Belden. We provided him with draft to agreement that we feel accepts some of the later concessions that he asked for, to try to help him, but that protects the city. That’s where we stand.”