The Art of the Deal (2017)

MADISON, NJ (January 13, 2017) - It all started with a routine check-in between OSI’s Terrence Nolan and the Morris County Park Commission in northeastern New Jersey.

“Oh, by the way,” said commission executive director Dave Helmer as he opened his drawer, revealing a property map, “I may have a new one for you.” Helmer explained that the land, the last remaining green space within a gated commercial office complex known as Giralda Farms, had a special history. It had been on officials’ radar for years as a potential addition to Loantaka Brook County Reservation, and he thought that there might be a new opportunity to conserve it.

OSI and its partners would spend the next 10 months engaged in a series of complicated chess moves in an effort to conserve this historic property for the public.

“This was by far the most complex deal I have ever been involved in,” said Nolan, OSI’s senior vice president for conservation transaction, who has been working in land conservation for 15 years, and in New Jersey for a decade.

Transforming a bucolic parcel, tucked away behind the gates of a corporate complex, into a new park for the public to enjoy would involve bidding wars against developers, haggling with corporate neighbors over public access, and getting input and backing from no fewer than nine partners in the nonprofit, private, and public sectors. And then the partners had to ask one of New Jersey’s fastest-growing metropolitan counties to make its largest-ever grant for open space protection.

In accounts of the history of Giralda Farms, the spirit of its patroness, the legendary Geraldine Rockefeller Dodge (1882–1973), shines through. During its heyday, the manor was the stuff of local legend. Black-and-white images from the era show Giralda hosting the tents and crowds of what was reportedly the world’s largest and most elaborate dog show. In one photograph, Mrs. Dodge, christened the “dog fancier of the century,” kneels on the Giralda lawn, training her beloved German shepherd Rin Tin Tin to sit upright with paws in the air.

During her lifetime, Mrs. Dodge became a storied philanthropist, establishing the St. Hubert’s Giralda Animal Welfare Center, still located near Giralda Farms, as well the foundation bearing her name that continues to fund leadership, education, and collaboration in the arts, education, environmental, and media causes in New Jersey. And under her ownership, Giralda Farms was for years sheltered from the sprawling development enveloping most of eastern Morris County and the larger New York City metropolitan region. Yet after her death, portions of the 370-acre estate began to be carved into subdivisions for housing and ultimately commercial offices. “It is a premier office park in a market that can sustain more development,” the spokesman for one buyer told the New York Times in 1997.

Over time, commercial buildings sprang up on the original estate grounds until only a 136-acre remnant of open space was left. Still, that patch retained much of the splendor of the original estate, with sweeping meadows, stately trees, wetlands, and a pond in a copse of dense woodland. The corporate owners of Giralda Farms invited the public each summer for New Jersey Symphony concerts on the great meadow.

Yet despite their value as a community space, the 136 acres were always vulnerable to being converted into another office block or a cluster of dense residential development.

Enter the Great Recession. Development plans were abruptly put on hold. By 2013, the owner of the property lost his investment through foreclosure, and the subsequent owner put the property up for sale. That’s when the Morris County Park Commission asked OSI to get involved.

In the weeks after the meeting with Dave Helmer, Nolan met Chatham Township mayor Kevin Sullivan and town administrator Tom Ciccarone, both of whom signaled Chatham’s early support for the project. Sally Rubin, the executive director of the Great Swamp Watershed Association, was another early supporter of the plan to preserve Mrs. Dodge’s legacy.

At the same time, Nolan connected with a friendly development investor, Normandy Realty Partners, which was interested in purchasing a small portion of the property that jutted into the Borough of Madison but wanted the core 136-acre parcel within Chatham Township to be permanently protected as an amenity for the public. OSI and Normandy decided to combine forces and submit a joint bid to buy the land.

Bidding day grew closer. What was a field of 12 contenders dwindled to nine, and then two, with OSI’s bid—the sole preservation offer—pitted against a well-known regional developer. The seller relayed that it liked the OSI bid but wanted an even tighter timeframe and a higher price.

The seller, a holding company, asked for a meeting. “It was a nail-biter,” said LoriJeane Moody, OSI’s director of development and a longtime resident of New Jersey who has been working in conservation in the state for 16 years. Representatives of the owner, calling in from Texas and Washington state and unfamiliar with the New Jersey conservation community, peppered the team with questions. Nolan tried to inspire confidence based on OSI’s track record in completing large conservation deals, yet neither he nor Morris County had ever done anything this big. “We had to agree to timeframes with nothing more than advance promises from agencies, and the assurance that we would all work our hardest to get this done,” he said. The seller decided to take a chance and accepted OSI and Normandy’s proposal but insisted that the closing occur by year’s end. Under the final deal struck, OSI had from May until mid-November to secure $14.1 million.

With the green light from the seller, all eyes turned to the next major hurdle: completing due diligence and securing funding. “We had no margin of error for failure,” Nolan said. “Either the deal got fully funded all at once, or we would lose it.” Success depended on the willingness of Morris County to award what would be the largest grant it had ever made for open space preservation.

Kevin Sullivan, mayor of Chatham Township, described conversations within the county ahead of the big meeting. Chatham was just one of 39 municipalities in the county yet was asking for $10 million from the county, far more than the county had ever awarded before. “We felt preserving Giralda would create a regional resource, but we didn’t go to the meeting thinking this was a done deal at all,” Mayor Sullivan said.

The evening of November 12, 2014, saw a crowd gather within the red-brick Morris County government building. One by one, representatives from the Great Swamp Watershed Association, the Highlands Coalition, and Nick Platt, mayor of neighboring Harding Township, stood in support for the project. Despite vocal opposition from local Tea Partiers, in the end the Morris County Board of Chosen Freeholders unanimously approved funding for a $10 million open space grant—a visionary decision, and the largest contribution in the county’s history.

The room erupted in cheers. One Morris County Freeholder, who had often questioned the very need for an open space tax, called the project a “model” for what the money should be used for.

A breakthrough, and then a roadblock. 

With the grant in hand and about 45 days left to close, the spotlight next turned to the corporate neighbors at Giralda Farms office park. Some were concerned about allowing public access to the property next door.

With time running out, Mayor Sullivan took a gamble and reached out to one of the principal owners for a one-on-one negotiation. As a result of his approach, the corporate owners and the conservationists struck a deal: the property would be used for passive recreation, with a fence and landscaping separating commercial from recreational uses.

Finally, with just one month to go before the seller’s deadline, the final pieces fell in place.

In summer 2015, Giralda Farms officially opened to the public. Visitors streamed in with children in tow. Moody looked over the crowd and sighed. “I love my job,” she said, smiling.