The Hancock-Henderson Quill, Inc.
by Jeff Tee-River Rat News
The Oquawka Village Board held a special meeting on June 20 to discuss and finalize the Oquawka Fire Protection District purchase agreement.
Present were Trustee Nancy Bundy, Trustee Shawn Lain, Trustee Tammy Bundy, Trustee Brenda Tee, President Robert Eldridge, and Village Attorney Andy Youngquist.
Trustee Scott Ray arrived late. Trustee Brian Collier was absent.
Village President Robert Eldridge began the meeting by making a statement. He stated he felt the Village has supported the volunteer fire department for as long as he could remember and beyond. He said it seems like the transition to the Oquawka Fire Protection district (OFPD) has been dragging out for too long and you could find blame on both sides for that. But, he went on to say, that the people of the community should know that the attorney for the OPFD has not had any contact whatsoever with the Village's attorney, and that communication between the two is vital to finalizing the sale. He said with this meeting tonight, he would like to see the board go over the contract one final time, ask questions to their attorney, figure out anything that they need to figure out, so that they could push this forward. He stated that from this night forward, this needs to move between the two attorneys.
He went on to say that the Village has always received help from the fire department when asked. He said he felt, as his own opinion as a resident of the Village, that we were let down by the department when they were asked to wash the streets off after the flood water receded. He said he asked Fire Chief Troy Jern himself for the help and when he was told "no", he asked again to make sure he heard Troy correctly. He said, as a leader of the Village, he felt it was time for new leadership at the fire department.
Former Fire Chief Hal Jern, who is Troy Jern's father, responded by saying the department put the street clean-up to a vote and the members of the department voted "no" due to safety concerns about chemicals and contaminants in the flood water. He said since it was a vote, it was unfair to call for the removal of Troy as Fire Chief. Trustee Brenda Tee stated not all of the board members agreed with Eldridge on this. Hal stated the Oquawka volunteer fire department is 129 years old and the Jern family has served 112 of those years, more than anyone else. With emotions starting to run high, Hal exclaimed "And now you want to fire my son!" Eldridge answered, "Yes, I do." When Hal asked for a reason why, Eldridge answered there have been a lot of things that could have changed over the years with the leadership.
Hal asked why he never spoke up before and Tee agreed, asking Eldridge the same question, and stating Hal made a good point. Eldridge said it was his statement and it didn't mean that the board agreed with him or would vote to remove Troy from his position.
DISCUSS SALE OF PROPERTY, EQUIPMENT, AND FINALIZE CONTRACT
OFPD President Donna Dunn, on May 17, emailed a list of questions, concerns, and changes that she would like to see in the purchase agreement. Nancy Bundy said she was disappointed that they were just handed Youngquist's responses to those concerns, dated June 19th, to look over and asked why the board members hadn't received it prior to the meeting. Nancy felt they wouldn't have time to concentrate on Donna's list and Youngquist's responses. Eldridge said they could take as much time as needed and if it pushed the scheduled work session back then so be it. Brenda asked why the special meeting was scheduled on the same night as the work session and called it "ridiculous".
Lain, speaking to Youngquist, asked for clarification on the April referendum about the Village voting to do away with The Oquawka Volunteer Fire Department. Andy explained the voters have authorized the Village to terminate the operation of the fire department.
Lain asked if that meant the Village must terminate the department. Youngquist said he thought so, but couldn't say for sure because that issue has never been litigated.
Youngquist said from his perspective and what he has heard from day 1 was the Village wants to help get the OFPD in place. He went on to say he has approached this task as to get it done and not put up obstacles.
Lain said one of the issues Donna had in the contract was concerning the sale of water to the district. He explained he didn't have an issue with giving the district free water as long as the Village could provide it themselves. He explained that if at some time in the future the Village's wells went dry and the Village had to buy their water from Galesburg, for example, they would then have to charge the district for water used because the Village would be getting charged. He said he had discussed this with Donna and she had agreed to those terms. He stated he wished she would have been able to attend this meeting so that they could litigate these things together instead of going back and forth.
Discussion then turned to the type of deed the Village would issue on the real estate. The Village has offered a Quit Claim Deed and the District wants a Warranty Deed. In order to provide a warranty title, a survey of the property would have to be done. Lain suggested they do the survey in order to "get this done.' He stated a $1000 survey is holding up a $150,000 sale. Youngquist said the issue is how much cost does the Village want to absorb in this process. He stated the Village was already conveying property for far less than you could probably sell it for. He said we don't know what the district is bearing but it seemed to him that the Village is bearing a substantial amount of the administrative costs of this transaction. He went on to say that his judicial duty to the Village, as their attorney, was to object if it's improper and he thinks this is improper as these costs should be shared. He said he felt the OFPD should bear the cost of a survey, stating if they want it then they should pay for it. He went on to say that in the end it was the Village's decision to pay for it or not. Lain explained that he felt this could go back and forth for 4 or 5 years before it's done. Youngquist disagreed saying maybe 4 or 5 months at the most.
An audience member asked if there was a reason why the two lawyers couldn't get together and hash these things out. Lain said he asked OFPD's board and their lawyer to attend a meeting with our board and our lawyer to "sit down, lock the doors, nobody leaves until it's hashed out, sign the agreement and bring us a check the next day'. He said Donna told him that's not going to happen. Acknowledging Don Rice in the audience, Lain noted Don was standing right there and heard her say it. Rice agreed that's what was said and stated Donna said in that conversation that she could run the district for years on paper. Lain added she said "run it on paper for years and never buy a piece of equipment and keep collecting our tax money'.
Lain said that after that conversation, he didn't think they were looking to buy in 5 months and explained that's why he asked earlier in the meeting about what to do with a fire department that's already been voted to be done away with. Youngquist again said he didn't feel this would take that long and the list of items that Donna was objecting to were not worthy of walking away from an agreement.
Tee asked to start with item number one on the list so they could discuss it and vote on it because they weren't getting anything done. Youngquist stated Donna has had a list of assets since February. Tee asked what exactly she was asking for then. Youngquist answered, a different piece of paper with a different word on top of it.
Lain asked Andy to forward any emails to the board members so they could be privy to those conversations. He said the board is being told by him that the District is dragging their feet and the OFPD is telling them that Youngquist is dragging his feet and the board doesn't know what's going on. Eldridge said what we do know is the OFPD attorney has had no involvement. Youngquist said one of the problems is he's not sure Donna understands the process that she has inserted herself into. Lain stated he was a pretty simple person and his thought was just bring your lawyer and let's get this done. Tee asked Andy if he had tried to contact their attorney. Andy replied he has called and sent emails and has not gotten a response. Tammy stated the list they were presented with tonight should have come from their lawyer. Nancy agreed. Andy explained when he negotiates with a party, especially if he is the original drafter, if the other party objects to something he's drafted, their objection isn't "that's wrong, fix it'. Instead, their response is to provide draft language of how they want it to be or an entirely different purchase agreement. Not "fix paragraph 4.1 to my satisfaction'. He went on to say that's not how we go back and forth. He said, first of all, he doesn't know what her satisfaction is. He explained that's why he requested substitute language. He said an attorney would know that. He said he would not have gotten this document, meaning the above-mentioned list of items, from an attorney. He said what he would have gotten was a document that said "we have a problem with paragraph 1, here's our proposed language. He stated a large percentage of his responses to Donna is simply "please tell me what you want it to say'. Tee asked Andy if Donna needed to get the information to her lawyer and have him get it back to you. Andy answered their lawyer needs to respond to their concerns. He said that's how attorneys work and that he doesn't want to negotiate with himself. Lain, again citing his conversation with Donna, said she refused to have her lawyer come to the table to get this done in one night saying the district's lawyer was $100/hour. Lain said OFPD just collected $43,000 in taxes for doing nothing and they don't want to spend $400 on a lawyer to get this transaction finalized.
Brenda asked what exactly could they get accomplished at this meeting since the OFPD representatives weren't able to attend. Lain said he would like to have them here so that they could talk back and forth and come to an agreement. Speaking to Eldridge, Tee said she thought the plan was to have this meeting at a time when OFPD could be here and then it was scheduled at a time when Eldridge knew they could not be here. Eldridge reminded Tee that she had let Donna know and said Donna could have canceled her meeting and been here. Tee argued she could not have cancelled her meeting because OFPD had set a budget meeting months ago. Eldridge said they could cancel a meeting just the same as the Village. Tee asked Eldridge why he scheduled the meeting on a night that he knew for a fact they could not be here. Raising his voice to Tee, Eldridge said they could be here. Tee yelled back exclaiming they could NOT be here. Eldridge yelled back at Tee, telling her not to raise her voice at him. Eldridge slammed his gavel down while Tee said she had had it with him. Tee then threw her pen in Eldridge's direction and stormed out of the room.
Tammy said this wasn't solving anything. Eldridge agreed and said Donna was supposed to be here and that they have tried to work with her and she doesn't want to work with them.
Tammy said she felt the OFPD isn't going to pay anything and it's all going to come from the ambulance. She said if you all want the ambulance to go under then let her know right now and she would turn in ambulance keys to the county. When Eldridge asked her to explain, Tammy said the ambulance is the one that will be paying for whatever OFPD has to pay the Village. She said she felt the cost to the OFPD would be passed on to the ambulance service and asked the board to consider that fact. She went on to say that ten years from now we probably won't have an ambulance because they can't afford to pay OFPD $150,000.
At this point, Tee returned, apologizing for leaving but telling Eldridge not to tell her to not raise her voice when he started it with her. She said she has a right to her opinion just like he has a right to his. Lain said the village can't help what the OFPD does concerning the ambulance. Tee said they weren't figuring anything out and asked what the point of this meeting was. Eldridge answered it was to go over the contract. Tee said then let's go over the contract.
After emotions and tempers calmed down the discussion finally turned to the particulars of the contract. Should there be a survey, who should pay for a survey, legal fees, Quit Claim deed vs. warranty deed, all were discussed.
The discussion then turned to attorney's fees. Youngquist explained that typically when you have cost sharing, you have a situation where one party is represented by an attorney and the other side is not.
The attorney ends up preparing all of the documents and some of those documents benefit the seller, some benefit the buyer, and some benefit both parties and yet one party is bearing the expense. He said in those situations it is typical to share the expense.
He went on to say that in a situation where each side has an attorney one side pays his own attorney and the other side pays their own attorney and that's how the expenses would be shared. He explained that everything is open for negotiation.
He stated that right now the Village is bearing all of the legal costs, and he said he would guess that one of the reasons he has not been communicating with an attorney on the OFPD side is because they don't want to pay the bill for an attorney. Lain asked Youngquist if he had an idea about how much the Village has been charged by him so far. Youngquist guessed, at this point, it would be less that $1000.
Tee suggested they just pay the attorney fees and be done with it instead of dragging it out over trying to get the OFPD to pay half. She said the longer this drags out the more the attorney bill goes up and the existing fire department expenses go up as well. Youngquist noted Donna wants the Village to pay for title insurance also.
When Lain asked how much that cost, Youngquist told him it would be around $200 but it must be surveyed before any insurer would provide title insurance.
Lain made a motion to have the property in question surveyed at the Village's expense.
Motion seconded by Ray.
Nancy Bundy: NO Shawn Lain: YES Tammy Bundy: YES Scott Ray: YES Brenda Tee: Yes
Tammy, stating that they were paying for a survey and that should be enough, made a motion to NOT pay for title insurance.
Second by Ray.
Nancy Bundy: YES Shawn Lain: YES Tammy Bundy: YES Scott Ray: YES Brenda Tee: YES
At this point I asked for clarification on the cost of title insurance. Youngquist answered a couple hundred bucks. I asked, if the OFPD felt is was necessary, could they purchase title insurance themselves. Youngquist said they absolutely could do that.
Citing am item in Donna's list of concerns, the discussion turned to providing water and maintenance of the Village's water system.
Tammy made a motion stating the Village would supply water to the OFPD for free as long as the Village has the ability to produce its own water and doesn't have to contract a third party to provide it.
Second by Tee
Nancy Bundy: YES Shawn Lain: Yes Tammy Bundy: YES Scott Ray: YES Brenda Tee: YES
Scott Ray made a motion stating the Village would continue to maintain its water system infrastructure.
Second by Tammy.
Nancy Bundy: YES Shawn Lain: YES Tammy Bundy: YES Scott Ray: YES Brenda Tee: YES
The Village made a few more minor changes in the language per Donna's request, the most notable having to do with a confidentiality clause that Youngquist had placed in the purchase agreement. Youngquist said he didn't have a problem removing it and explained that he put in there to ensure that if the board needed to go into closed session to discuss something in the contract, they could do so. He went on to say that he didn't feel the Village could contract away their ability to go to closed session and there may be a need for them to do that. He said this meeting is for this board to do its business. It is not a townhall meeting.
Lain brought up a concern that he has discussed with Nancy. Their concern is the need for fire protection that the city has, for example, at the Village's fireworks display. He wondered if the OFPD would now charge the Village for their services and if they should add something to the contract to negate that since the Village has offered free water to them. Tee said she didn't think so and this should have been discussed prior to the purchase agreement. Eldridge seemed to agree with Lain saying if the Village is going to give a little, OFPD should too. Ray said there isn't a fire protection district anywhere that charges their village to do anything and noted if they want to go to that extent, that would be petty on their part.
He said if they were to charge $500 to come to an event, they could call Gladstone and offer them a $200 donation to come and sit and watch an event.
Youngquist said he could email the changes the following day. Deadlines were discussed and it was decided there would be no deadlines on responding to the updated contract, but they would request OFPD get back to the Village before July 5th so that this could get done as soon as possible.
Motion made and carried to go into closed session to discuss legal matters with the attorney.
River Rat News