Editor's Note: This article was updated on Feb. 4 at 10:45 a.m. to include more details of the sale.
Editor's Note: This article was updated on Feb. 4 at 11:40 a.m. to include more details of the sale.
MARLBORO — The campus of the school formerly known as Marlboro College has a new owner.
According to documents filed with the Marlboro Town Clerk’s Office, a quit claim deed and two mortgages were recorded between Democracy Builders Fund, Inc. and Type 1 Civilization Academy Marlboro Campus LLC.
A quit claim deed is filed when property ownership is transferred between two parties.
And according to documents filed with the Vermont Secretary of State’s Office, Adrian Stein, with an attorney address listed in Montpelier, is the principal behind Type 1.
According to the articles of incorporation, Type 1’s business is described as “All other miscellaneous schools and instruction” and its business purposes are described as “Educational services, colleges, universities and professional schools.”
Type 1 also bid last year on the campus of Southern Vermont College in Bennington, but its proposal was passed over in favor of a $4.6-million bid from Southern Vermont Medical Center, which plans to repurpose the campus for its uses.
In 1963, the Russian astrophysicist Nikolai S. Kardashev developed what’s come to be known as the Kardashev Scale, a method of measuring how advanced a civilization’s technological achievements are based on the amount of energy it can harness.
“A Type 1 civilization (also known as the planetary civilization) has the capacity to harness all the energy of its home planet, utilizing all the energy that reaches the planet (like solar) and all the energy it can produce (thermal, hydro, wind, etc),” wrote Paul Ratner for BigThink. “Kardashev described it as having ‘technological level close to the level presently attained on the Earth.’”
The Reformer has reached out to Stein, who has promised an interview on Friday.
According to the notice of non-objection from the Vermont Attorney General's Office, the deal is worth $9.4 million to Democracy Builders, which includes $2.5 million in cash, $2.5 million in escrowed pre-paid rent, $2.5M as a mortgage-backed structured donation, and $1.5 million in Type 1’s assumption of certain lease obligations to the Marlboro Music Festival.
Democracy Builders is also receiving $416,000 in rent abatement.
"The AGO has no reason to doubt this consideration as 'fair,' particularly given the broader context: that Democracy Builders’ purpose for selling the property was not simply to maximize sale proceeds, but to secure a 'joint venture' in which the purchaser supported Democracy Builder’s long-term presence and operations on site," wrote Assistant Attorney General Jamie Renner in the notice.
Type 1 has also agreed to honor Democracy Builder's promise to set aside 130 acres of this property “as an ecological preserve with public access.”
"Finally, Democracy Builders intends to use the proceeds of the proposed sale to fund its Vermont educational operations," wrote Renner. "Indeed, the sale-leaseback arrangement and underlying 'joint venture' reflect the parties’ shared intent for Democracy Builders to continue its Vermont educational operations in a long-term manner. Moreover, though not required by state law, the assets to be transferred (as distinct from the proceeds to be obtained in consideration for the same) will remain in charitable use. That is, Democracy Builders will lease-back the property to be transferred in order to continue its educational operations for at least 5 years and potentially 15 years or longer. Further, the legal instruments governing the transfer require [Type 1] to assume Democracy Builders’ long-term lease with the Marlboro School of Music, Inc., which includes a 'right of first refusal' should the lessor trigger relevant conditions."
The notice states the joint venture is "intended to support and augment Democracy Builders’ Vermont educational operations, going forward."
The notice also states the town of Marlboro has assessed the properties at a collective value of approximately $3.7 million, while in 2018, prior to the current pandemic and related state of emergency, a Vermont certified general appraiser appraised Marlboro College at $10.4 million.
Seth Andrew, the founder of Democracy Builders, said once the deal is finalized, Degrees of Freedom won’t actually be managing the property and that Type 1 will be the “landlord.”
Andrew told the Reformer the tentative partnership with Type 1 was made necessary by the annual $1.2 million operating cost for the campus.
“Getting a big infusion of philanthropic support is a big deal at this moment,” he said, noting that freeing up facilities funds will provide for additional student support.
The agreement allows for naming rights by the donor, who has agreed to make capital improvements to the campus, including a new kitchen for the use of the program’s students.
Other tenants of the campus may include a potential global conference in 2022 focused on environmental sustainability.
The campus of Marlboro College, assessed at approximately $4 million, was sold on July 22, 2020, to New York-based Democracy Builders Fund for a total of $1,725,000 in cash and debt.
The sale was precipitated by a merger proposal between Marlboro College and Emerson College in Boston.
Struggling with declining enrollment and falling revenue for nearly a decade, the Marlboro College Board of Trustees and school administrators reached a decision that the best way to preserve the college’s legacy was to merge with a partner that would promise to preserve its unique methods and practice of student-guided education.
In 2019, the board thought it had found a solution in a partnership with the University of Bridgeport. That agreement would have preserved the campus in Marlboro. But in September of that year, the agreement was called off. Marlboro College President Kevin Quigley said “insurmountable barriers to developing a sustainable financial model that would ensure Marlboro’s mission into the future” led to suspension of the negotiations.
Then, in early November 2019, Quigley announced the board had reached a preliminary agreement to merge with Emerson College. The merger included turning over Marlboro’s $30 million endowment to Emerson College, which, in turn, founded on its campus in Boston the Marlboro Institute for Liberal Arts and Interdisciplinary Studies at Emerson College.
However, Emerson College was not interested in the campus in Marlboro.
A Campus Working Group was established to find uses for the campus and was involved in reviewing proposals for the college. However, the members of the working group, which included community representative Jesse Kreitzer, chairman of the Marlboro Select Board, and Sara Coffey, a legislator from Guilford and a graduate of Marlboro College, signed non-disclosure agreements that stipulate they are bound in perpetuity not to discuss the proposals.
The working group entertained a number of offers but settled on Democracy Builders due to its commitment to serving low-income and first-generation college students. Democracy Builders’ participatory model of building its curriculum and support services was also in line with Marlboro College’s tradition of community self-governance.
Andrew told the Reformer that Marlboro Music Festival, which has a century-long lease to hold its annual summer festival on the campus, will not be affected by the transaction.
“The music festival is the constant,” said Andrew. “We are the variable. But we are adaptive. That’s why we are optimistic. As things change, we will adapt and upgrade our thinking. None of this is set in stone.”
Christopher Serkin, the chairman of the Marlboro Music Festival’s Board of Trustees, told the Reformer on Wednesday that they learned about the transaction last week. He said the music festival has a right of first refusal that went into effect on Jan. 22.
According to lease documents filed between Marlboro College and the Marlboro Music Festival two years ago, the right of first refusal was designed to allow Marlboro College time to find a new buyer for the campus. Because of that, the Marlboro Music Festival was not involved in the transaction between the college and Democracy Builders.
The transaction between Type 1 and Democracy Builders was finalized on Jan. 21, one day before the music festival’s right of first refusal took effect.
“We have been contacted by the new owner and have had encouraging preliminary communications,” said Serkin. “Our understanding is that this is primarily a philanthropic-based restructuring of ownership to provide Democracy Buildings with the funding for its educational program.”
Serkin said the change of ownership does not affect Marlboro College’s nearly 100-year lease to utilize the campus for its summer music festival.
“We look forward to a good cooperative relationship,” said Serkin, who noted he and the music festival’s staff are focused on how it will host this year’s festival in light of the COVID-19 pandemic. The music festival was cancelled in 2020 due to the pandemic.
In a note to the Marlboro community, Serkin said the music festival is working with a leading expert in infectious disease on protocols for living safely on campus.
“We are speaking with other arts communities, and we are working to coordinate our plans with the Vermont Department of Health,” he wrote. “At this time, however, the feedback we have received has been inconclusive. It is not yet possible to anticipate the public health situation this summer, and so we must wait for more information before we can confirm our plans.”
However, he wrote, the music festival is optimistic it will be able to provide an opportunity for its musicians to come together this summer.
“Whether we will be able to invite our friends and neighbors to the campus for open rehearsals and performances as usual remains to be seen,” he wrote.