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September 28, 1993 Special Meeting 427 A Special Meeting of the Frederick County Board of Supervi- sors was held on September 28, 1993, at 6:30 P.M. in the Board of Supervisors' Meeting Room, Frederick County Courthouse, Loudoun Street Mall, Winchester, Virginia. PRESENT: Richard G. DiCk, Chairman; W. Harrington Smith, Jr., Vice Chairman; James L. Longerbeam; Robert M. Sager; Beverly J. Sherwood and Charles W. Orndoff, Sr. Mr. Lawrence R. Ambrogi, county attorney, was also present along with John R. Riley, Jr., county administrator. Mr. DiCk, chairman, announced at this time that the meeting would begin, once Mr. Riley and Mr. Dick Cranwell arrived. CALL TO ORDER The Chairman called the meeting to order, and asked Mr. Sager to have the invocation. BOARD RETIRED INTO EXECUTIVE SESSION Mr. Dick stated that according to the agenda, the board would at this time retire into executive session, and called for a motion to do so. Upon motion made by James L. Longerbeam, seconded by W. Harrington Smith, Jr., for the board to go into executive session under section 2.1-344 subsection A (7) discussion of legal matters. Mr. Dick called for any discussion. Mrs. Sherwood stated that she would hope that the board would not go into executive this evening, the boards' integrity is being questioned because of secret meetings, and she feels it would be terribly important to stay in open meeting for the discussions this evening. Mr. Dick - are you making a motion, or you making an amendment, comment, or what's the discussion. Mrs. Sherwood - I'm making a comment. Mr. Dick - In reply to that, executive session is not secret session, I believe I would decline - category it a little bit differently, so - anyone else have a comment. Mr. Orndoff stated that he would not go into executive session without the commonwealth attorney. 428 Mr. Dick - you will not go in without the commonwealth attorney. Mr. Orndoff - I will not. Mr. Dick - what about the county attorney. Mr. Orndoff - I mean the county attorney. Mr. Dick - You mean the county attorney or commonwealth attorney. Mr. Orndoff - county attorney, he is acting as our attor- ney, Mr. Chairman. Mr. Dick - He is not acting, he is an attorney. Mr. Orndoff - That is right, so I will not go into execu- tive session unless Mr. Ambrogi is in executive session from now on. I would like to make a motion that from now on we have no executive sessions -- Mr. Dick - I have one motion on the floor. Are you making a statement that you want Mr. Ambrogi in executive session from now on. Mr. Dick - I can't control Mr. Ambrogi, but I'm sure that he will be more than happy to go in with us. Any other discus- sion. Hearing none, the chairman called for the vote. Mr. Orndoff - We are voting to go into executive session, that's the motion and it has been seconded. Mr. Orndoff - with my man going or not going. Mr. Dick - you can ask him, don't ask me. Mr. Longerbeam - Mr. Ambrogi do you have any objections to going into executive session. Mr. Ambrogi - Of course not. Mr. Dick - I don't think he ever has had. Mr. Orndoff - Mr. Chairman lets get back to the point. He has never been asked. Mr. Dick - I called for the vote, the discussion is off. Mr. Orndoff - No the discussion is still in. Mr. Dick - I believe I have the gavel, Mr. Orndoff, and you asked for Mr. Ambrogi to go into executive session and that question has been answered. How do you vote, yes or no. 429 Mr. Orndoff - He will go into executive session with me, yes sir. Mr. Sager - Yes Mrs. Sherwood - No Mr. Smith - Yes Mr. Longerbeam - Yes Chair votes to go into executive session. Based upon written opinion from county Attorney Lawrence R. Ambrogi to Mr. Dick indicating a possible conflict of interest, Mr. Dick did not go into Executive Session. For the record, it was noted that Mr. Dick and Mrs. Sherwood did not go into Executive Session. BOARD WITHDREW FROM EXECUTIVE SESSION vice Chairman, W. Harrington Smith, Jr., took over the chair and gavel at this time. Upon motion made by Charles W. Orndoff, Sr., seconded by James L. Longerbeam, the board withdrew from executive session by the following recorded vote: Richard G. Dick - Aye W. Harrington Smith, Jr. - Aye James L. Longerbeam - Aye Beverly J. Sherwood - Abstained Robert M. Sager - Aye Charles W. Orndoff, Sr. - Aye BOARD RECONVENED INTO REGULAR SESSION Upon motion made Charles W. Orndoff, Sr., seconded by Robert M. Sager, the board reconvened into regular session and certified nothing other than what was noted as reason for going into executive session was discussed. The above motion was passed by the following recorded vote: Richard G. Dick - Aye W. Harrington Smith, Jr. - Aye James L. Longerbeam - Aye Beverly J. Sherwood - Abstained Robert M. Sager - Aye Charles W. Orndoff, Sr. - Aye D. RICHARD CRANWELL ADDRESSES BOARD Mr. Chairman, members of the board, with respect to the propertied sales contract with Courthouse Associates, we have completed our evaluation and research, and we are of the opinion that the propertied agreement is of no legal effect for a number of reasons. 430 1. The constitution of virginia article VII, section lOB, says that a county cannot contract for a debt that is for a period that is greater than one year, without the referendum. So there is no authority in the board to contract for that debt without a referendum so that contract would be ultra vires for that reason. 2. There is case law in Virginia to the effect that you cannot encumber public property. So the attempt to encumber a piece of property with a deed of trust would also make it an ultra vires act, which would mean that it would be inappropri- ate. Also the contract with respect to section IX of the contract, envisions that the contract in its form as written on August 26, 1993 have the sanction of a resolution by the board accepting the contract, and authorizing either some member of the board to chair or vice chair, to execute on behalf of the county and take the necessary steps to bring to a closing. Without that additional governmental action, the contract has no validity. Because boards only act by ordinances or resolutions or official actions of the board. The contract contemplated that, that has not occurred so therefore there is the condition precedent to a binding agreement, a resolution this board did not occur, so the signature to the contract is a nullity. Finally the conditions with respect to reaching the annexation agreement in paragraph nine of the agreement are in conflict with the provisions in paragraph four of the agreement, in specifically the buyer has to satisfy the condition under section nine, under section four it says that if the written notice is not received that the seller can deem that the condi- tion has been met. There is conflict in those two provisions. The seller actually drafted or had control of the drafting of the document, if there is a conflict and any ambiguity under the law there is a presumption that it be construed against the person drafting the document, so again we would probably prevail there, in addition to the partnership law there is a very clear statement that actual notice to a partner constitutes notice to I l 43l the partnership and there is no question that there was actual notice. Mr. Chairman and members of the board we are very confident that should the board and the county be sued for any enforcement of the contract that we would be able to prevail on your behalf in the litigation, hopefully that will not occur, hopefully things will get back to normal and everybody will find that the coming of the cool weather we can focus our attention on foot- ball and world series and things of that nature and that this matter can be laid to rest. Mr. Smith - Thank you, Mr. Cranwell. Mr. Cranwell - Now I have another engagement and if I could I would like to be excused, and if anybody in the media wants to ask me any questions I will be glad to answer them, but I do need to move to another meeting. Mr. Smith - Does anyone have any questions of Mr. Cranwell, he does have to leave, anybody sitting on this board. Mr. smith - Mr. Cranwell we certainly thank you very much. Mr. Riley - Mr. Chairman would you excuse me to take Mr. Cranwell back to the airport. Mr. Smith - Yes sir, I certainly will. Mr. Riley - In my absence the appropriate motion would be to direct Mr. Cranwell to so notify Courthouse Associates in writing of our position. Mr. Sager - I make that in a form of a motion. Mr. Longerbeam - seconded the motion. Mr. Smith - It has been moved and seconded that we author- ize Mr. Cranwell to notify Courthouse Associates, is there any discussion. Is there any discussion. Those in favor please signify by saying Aye. Richard G. Dick - Abstained W. Harrington Smith, Jr. - Aye James L. Longerbeam - Aye Beverly J. Sherwood - Aye Robert M. Sager - Aye Charles W. Orndoff, Sr. - Aye Mr. smith - Now then, is there anything else to come before this -- Mr. Chairman do you want to take back over now. We pass back and forth here like 432 Mr. Dick - You are doing fine. Mr. Riley - One point Mr. Chairman, if I might before I take Mr. Cranwell back. This scenario has been, to put it mildly, a tough situation for this board. I would like to accept responsibility for this action, simply because of the fact, even though I was not here as I was on vacation, I did not draft the contract. I think the buck stops with my office as far as trying to get information out to you all in a timely basis. For some reason this piece of information did not get to you, and as you all know I try and get everything out as expedi- tiously as possible, I do not know how it happened, why it happened. I offer you my apologies for what has happened and I take full responsibility for it. Mr. Smith - Mr. Riley in answer to what you just said, may I state that I have been on this board five years, and I have been allover this Commonwealth of Virginia Association of Counties and I have talked to county chairman's and vice chair- man's and county administrators and you are rated at the top as a county administrator, but you are only human sir, like all of us. Mr. Riley - Well I offer the Board my apology in public session because there is no excuse for it, I don't know how it happened, but it happened, and hopefully we can move on and be the board working together to get the job done for the communi- ty. Mr. Smith - Just remember sir, to err is human to forgive is - you know where it goes. Mr. Riley - Excuse me. Mr. Longerbeam - If I could, I think it is probably the appropriate time, before Mr. Riley walks out, I would just simply say that I would think under the circumstances that we probably owe Mr. Riley a vote of confidence, and I would so move. Mr. Smith - Is there a second to that motion. Mr. Orndoff - What are you saying. \ 433 Mr. Smith - A vote of confidence for Mr. Riley, as county administrator, do I hear a second. Mr. Orndoff - I would speak to it, I'll second it, but. Mr. Smith - Discussion. Mr. Orndoff - I personally, I know that John has had a lot on him and everything, but I personally don't think that it was all together John's fault, myself, so I will leave it at that. Mr. Smith - Any further discussion. Mrs. Sherwood - Mr. Chairman, I think as a board we have not been conducting ourselves as we should ln public as much as possible. I am not happy with the set of circumstances as they were unfolding. I have not been happy with the lack of informa- tion that I have had from time to time. I think as a board we must be demonstrating that we can do better than this, we need to be much more open with the public, addressing issues as much as in the open as possible and we have many many more business decisions to be making and I think that there are some things that this board needs to be accomplishing in a much more profes- sional manner. I am not here to place blame, although I would probably specifically have some questions as to how we finally did arrive at the predicament we seem to be in, and I am really outraged at this set of circumstances in particular. We as a board need to be discussing how we are conducting our business. Mr. Orndoff - Another comment, Mr. Chairman. Mr. smith - Yes sir, Mr. - Mr. Orndoff - The way it was handled a lot of it in execu- tive session I was dissatisfied, which we don't take any votes or anything, and nobody heard what I said, and I am dissatisfied with the way some of it was handled and things. I got the information a lot of times after the fact was already made, and that is the part I was unhappy with everything, the way every- thing was done ahead of time. The agreements were made and then brought in and set down, here is what we did, I didn't like that. If we have an idea to do something I think the six board memcers should set down and discuss it and then go and make the deal, not make the deal than come back and let us have to eat 434 it, couple of us, and that is what seem to happen a couple of times and I was unhappy about it. Mr. smith - Any further discussion. Mr. Longerbeam - Call for the question. Mr. Dick - I need to make a statement, but I will make it later. Mr. smith - Call for the question. Those in favor, signify by saying. Mr. Sager - Was there a second. Mr. smith - Yes, Mr. Orndoff seconded it. Mr. Smith - Those in favor, signify by saying Aye. Richard G. Dick - Aye W. Harrington smith, Jr. - Aye James L. Longerbeam - Aye Beverly J. Sherwood - Aye Robert M. Sager - Aye Charles W. Orndoff, Sr. - Aye Mr. smith - So carried, a vote of confidence for Mr. Riley. Mr. Longerbeam - .Now if I could Mr. Chairman, I would like to address some comments. I think probably what has happened here is that --- Look I got big broad shoulders, I take blame for things, I don't point fingers, I am not going to do it here tonight. I would just like to layout for you my involvement in this process from day one, and you tell me where the errors were made and I will assure you that I will not make those same errors again. I think that the board made the decision in discussion in executive discussion and the decision in open session to pursue a contract with Courthouse Associates, and Mr. Riley and I were directed to head up that negotiation. Mr. Riley and I did that in negotiating the price, to be perfectly open and frank the price we negotiated down to was probably seven or eight hundred thousand less than what the opening bid was. We had several meetings and we did negotiate that price and the other conditions of the contract. That information, I believe was brought to the board in executive session, we dis- cussed it, I personally wrote out the resolution that was read and we voted on in open session to enter into that contract. At that point I left the process until such time as the contract was written. Mr. Ambrogi was asked to put the contract '\ i_H'___' 435 together, I personally asked him to put the contract together. Mr. Ambrogi proceeded, in some matter, to put the contract together. It was faxed to me a number of days later, I read through it, it was obvious to me that the language in the contract was perfectly legitimate and legal as I construed it to be, real estate language and the ordinary type things you find in a real estate contract, and at that point, my next involve- ment was some seven or eight days later by some how it came to me that it had not been signed. At that point I called Mr. Dick who - and told him I did not think the agreement had been signed and forwarded to the Courthouse Associates. At that point Mr. Dick took some actions that I am assuming that ended up with Mr. Smith signing the document and getting it over to them. That is my total involvement in it, I had no other discussions, I have never met with anybody at Courthouse Associates with the excep- tion of Mr. Dickinson and Mr. McLaughlin. At any time I spoke to them Mr. Riley was there and we did it in joint - you know, and we did it and there was nothing, there was nothing secret about anything I have done, and I really kind of resent the fact that the implication is that I somehow did something secret, because I didn't. I did nothing, I don't think that - that members of this board were not aware of. Now if there is something I should do different than that than I will be happy to do it. Mr. Orndoff - Mr. Longerbeam, Mr. Chairman Mr. Smith - Yes, can you give me a moment. Are you fin- ished. Mr. Longerbeam - Sure. Mr. Smith - I would like to state something. The chairman has prerogative to state something here. I will tell you where I came into the act. We all went through the executive ses- sions. It dawned on me that an agreement should have been written by August 15, because we had given the City a deadline of September 15. I called Mr. Riley and I said today is the 26th, where is this agreement, its suppose to be a thirty day agreement to expire on midnight the same as the deadline on the 436 annexation. With that Mr. Ambrogi brought the contract to my place of business accompanied by our treasurer, Mr. Billy Orndoff, we went in the conference room, we closed the door. I read it three times, three times and when I was finished reading it I looked up and I said, Larry, I am not a lawyer, but you have studied this, how does it look, is it alright to sign this document. Larry said, it certainly is, it's a good document. I signed it. I gave it to Mr. Ambrogi, I had no copy, the one I signed I gave to him. It was not my prerogative or my place to have to follow through and make sure letters were written to this business and that business. That's the reason you have administrative people, so I did not give it another thought, not another thought until I received the letter from the Courthouse Associates, then I immediately went down and had a letter written to the Courthouse Associates saying it's off. The whole deal is off. Now in addition to that, after I sent that letter down there I went down to the county office building and John was not there, Mrs. Bayliss, I don't know if you were there or not, however I walked in and said we have to get a letter to Courthouse Associates right away, has every board member, this was before I was hearing complaints about board members not getting anything. I said, has every board member been notified of this. One of the girls said, no I don't think so. I said, well I want it done, like yesterday. That's when you picked yours up Charlie, that was the day you were down there, remember that Mrs. Bayliss. Mrs. Bayliss - Yes sir. Mr. Smith - I want it mailed out like yesterday. So then it was allover as far as Harrington smith was concerned until fit hit the shan, and when it came out in the news media of course, then it created havoc, the people - the natives got restless in the county and I don't blame them one bit, I don't blame them one bit. As my wife said this afternoon I'm chairing this meeting right now, so I will talk all night if I want. She said, Harrington it has to be approached with intelligence, honesty and accuracy and that is exactly what we have to do. 437 Some of the things referred to me in the paper, they hurt me, I - they - they questioned my integrity, they questioned every- thing under the sun. The Democrats are saying the Republicans are setting me up, and the Republicans are saying the Democrats are setting me up. Well my mother set me up at about a month old and I have been setting myself ever since, and if they want to try and set me up, set up and be damned. That is all I have to say. Mr. Dick - I will tell my involvement. I believe, one statement that you made, you may not remember. After Mr. Longerbeam called me, I called you, John happened to be out of town, and I asked you - I told you that the conflict of interest that applied to me, I was not going to sign it, did you have any problems signing it, you said no. From there on the rest of the story you have already repeated it. Mr. Smith - You are exactly right sir. Mr. Dick - I have on many occasions, shied away from this, have not participated, have left executive sessions. I have not any involvement because of the possibility, the possible con- flict of interest that is there. I try to do all of those things and have some ethics and so forth and I -- yesterday received a letter stating that alleged conflict of interest, well I immediately asked Mr. Ambrogi for an opinion, I have that and it states that there is conflict of interest, however the Freedom of Information Act does not mandate it. I also went on vacation, long - planned long before Courthouse Associates was a known fact, or discussed in anyway shape or form. I received a letter saying that I was in Hilton Head until after the 30th implying that I was probably hiding down there or something. I resent that. I have never run from anything in my life, nor do I intend to start now. I also resent in the newspaper today stating that I should have checked the - dotted the i's and crossed the t'S. Do I have a conflict or not, am I an attorney _ what is the case. I think we have a county attorney, I think it was properly utilized, I think - you know - that the ball was dropped and that is it. I certainly do not intend to share the 438 blame for - what ever responsibilities I have I will take the hit for, but not something I don't deserve and therein is the end of my story. Mr. smith - Thank you Mr. Chairman. Mr. smith - Mr. Ambrogi - let me ask you one question. When I gave you that document back, where did it go from there. That is something that has never been answered. I never asked the question. Mr. Ambrogi - You are talking about the agreement that you gave me that you signed in your office that day. Mr. smith - Yes, the agreement that I signed that day. Did it go directly or did it go to the county office building. Mr. Dick - It didn't go anywhere. Mr. Ambrogi - I don't know if it went back to Courthouse Associates or to Mr. smith - Yes it was dated the 26th. Mr. Orndoff - They signed it on the 25th. Mr. Ambrogi - Do you remember Jim? Mr. Longerbeam - No I did not see it. Mr. Ambrogi - Do you know where it went Carol? Mrs. Bayliss - It was brought back to the office long enough for me to notarize Harrington's signature and then it went back to your office. Mr. Ambrogi - Alright then, I was to give it back to Courthouse Associates. Mr. smith - Then it went back. That's the only question that I had ah, ah, I hate to see, I hate to see the political get involved in this. This board has got to be by partisan on the local level it's going to be absolutely utter chaos and we just can't do it. I try not to be a part of it, I get accused by this group and that group, I do my own thing, I'm my own man and I will continue to do my own thing and my own man, but now they have got my opponent in on this thing, they got my opponent in on it who doesn't know whether he is coming or going, and he this guy states he wants Mr. Ambrogi to do an investigation, well Mr. Ambrogi is a part of it. I tell my opponent lets just 439 call the state police and have a state police investigation let's have a really good one. God. Mr. Orndoff - Jim on negotiating the contract. You said Mr. Ambrogi, do you mean he wrote it. Mr. Longerbeam - No, I am not saying - I don't know who wrote the contract Charlie. I am finding out now that I don't think Mr. Ambrogi did, but Mr. Ambrogi was directed to get the contract in order, that's all, and I believe Larry told me later, and Larry can correct me if I am wrong, that he had one of the partners write the contract because they knew what the elements of the contract should be. Is that essentially right. Mr. Ambrogi - They had already written it. Nobody called me Mr. Longerbeam - I had no knowledge, when I last left it, I left it with Larry that's why when somebody called me about the contract hadn't been signed, I called Larry and I called Dickie and it was signed. Mr. Orndoff - That is when Mr. Longerbeam took it to you and you read it. Mr. Ambrogi - John called me about a contract, which is the first -- well I had known there had been discussions, I think Harrington was maybe triggered by the late date. Mr. Smith - The late date is what triggered me. Mr. Ambrogi - That the time had passed. I guess it was Jim or John that called me. I said well sure let me get in touch with someone at Courthouse Associates. I called George Johnston said George we better get together and draft a contract. George said, well my partner Eds Coleman already has it on disk, apparently it had already been negotiated, and done so they just ran it off the disk, they got it to me, as soon as I got it I faxed it, I mean I read it, and studied it and faxed it to Jim Long Mr. Dick - You read the contract and studied it. Mr. Ambrogi - Several times, in fact I mentioned-- Mr. Longerbeam - Somebody, and I didn't know who because there was no cover sheet, but it was faxed to me, I read it, I 440 called Larry's office to say that I saw nothing wrong with the contract. Larry was not there and I ended up talking to Glen Williamson. At that point, I had - that was my last contact I had with it. Now I am a real estate agent. I knew what was in the contract, I knew the language of the contract. It is common everyday language in every real estate contract that I deal with and if you write a contingency in there, generally if you don't do something to exercise it, it it become a factor complete, it just becomes in force. I knew that, I could have called, I could have -- I never even thought about it, to be perfectly honest, I never thought about it, if I would of thought about it I would have done it, I didn't even think about it, it never even dawned on me, that I should call somebody to make sure that a letter was written. It just didn't dawn on me. Mr. Sager - I want to fix the problem, not the blame, Sir. I would like to make two proposals. It may be inappropriate at this meeting, but I would like for the proposals to be as a part of our next agenda in the October meeting, sir. one, eviden- tially we have a problem with monitoring, since we froze the position of Assistant County Administrator we have put that burden on Mr. Riley and he so delegates some of it to other staff, but we have encumbered him with a lot of additional work load. So I would like to see the Assistant County Administrator position unfrozen, and action taken to receive applications for that position, sir. At this point and time when all of this is completed I would hope sir that there would be no more occasions when deadlines are not met, letters are not sent or board members are not informed. Mr. smith- Do you want to make that in the form of a motion? Mr. Sager - That is a motion sir. For the October meet- ing, yes sir. Mr. Smith - Do we all understand that, is there a second to that motion. Mr. Longerbeam - I second that. -- ---_.~.~-~---_._---~~.__._--------------"--_._.._.~.~ ~....__.~..-.. 441 Mr. smith - Is there any discussion, being no discussion I call for the vote. Richard G. Dick - Aye w. Harrington smith, Jr. Aye James L. Longerbeam - Aye Beverly J. Sherwood - Aye Robert M. Sager - Aye Charles W. Orndoff, Sr. - Aye Mr. Orndoff - Mr. Ambrogi has not been allowed to go into executive session with us. Mr. Dick did not -- every time has been asked, I have asked John that, Mr. Dick has indicated that we don't need him. I think we did need him. This would not have happened if Mr. Ambrogi would have been it, and I am going to make a motion right now that we have no executive sessions unless Mr. Ambrogi is there, unless he is out of town and we have to have an executive session any way shape or form at that point. Mr. smith - You have heard the motion is there a second to the motion. Mrs. Sherwood - Second Mr. Smith - It has been moved and seconded that Mr. Ambrogi attends all executive committee meetings, is there any discus- sion on the subject. Mr. Dick - Yes sir. I think there has been occasions were I have said I don't see that he is needed, but nobody has ever said, that a legal matter or something that --- I have never said during a legal matter that he is not welcome or not invit- ed. I don't think one iota would have been changed had Mr. Ambrogi been at that executive meeting, nothing would have been done differently, there was nothing said, or done other than get a contract so what -- I don't know what he would have offered had he been there, I don't know anything about that, but I don't believe there is one thing that would have been done differently had Mr. Ambrogi been there, he was apprised of the situation, he has read the contract, he was ah - through the board action, Mr. Longerbeam and Mr. Riley was to get to him, that happened and ah - I don't know what would have been done in executive session that would have changed that in any way shape or form, but I 442 ,. have no objections to Mr. Ambrogi staying as long as he wants to in executive session or anytime, he is welcome forever. Mr. Orndoff - He has never been asked. Mr. smith - Thank you Mr. Dick. Mr. Dick - Well I didn't know that I had to ask him to be honest with you, I didn't know that it was my position to ask him. Mr. smith - I want you all to direct it to the chair I don't want this back and forth, I won't stand for it. Mr. Longerbeam - As a matter of policy, I think that is an excellent move Charlie, I don't have --- as a matter of policy I think that is fine. Mr. smith - Is there any further discussion on the subject. Mrs. Sherwood - Mr. Chairman. Mr. smith - Mrs. Sherwood. Mrs. Sherwood - I recall at the second executive session, quite frankly that discussion came up about where was the contract, and I think we were realizing there was a date and really no one physically knew where this contract happened to be. I think it would of been a benefit to have had Mr. Ambrogi in that particular executive session as well as to hear our con- cerns as board members as to what was going to be in this contract. We can't read minds and I concur that Mr. Ambrogi should be in every executive session. Mr. Smith - Thank you Mrs. Sherwood, is there any -- Mr. Dick - Yes, I would ask Mrs. Sherwood what would of been asked of a board member to be in the contract etc. had Mr. Ambrogi been there. We have done contracts before on landfill etc., I think it has been boom here it is, boom that's it. Mr. smith - Have you finished Mr. Dick. Mr. Dick - Yes. Mr. Orndoff - Why pay the commonwealth attorney to be our legal acting accountant or legal advisor and have him setting out on the street. Now Mr. Dick can argue all he wants to I know that he is using politics in this situation, because anyone would of brought up one night at the board meeting to cut the - 443 the supplemental income on the Commonwealth Attorney must have been looking at the politics. Mr. Smith - Mr. Orndoff to answer you as chairman of this meeting it is exactly what I am trying to get away from on all our parts. Mr. Orndoff - Mr. Chairman, its no point in letting one person take the authority and try to down the rest of the board members and then expect to get by with it. Well I am not going to take it, I am honest, I am not a liar and I am not going to sit on this board and take part in it, and have to be criticized like I have this week, because I did not have anything to do with this contract. It was never given to me and everything else has been given to me, as far as my knowledge except the school budget was put in front of me the day before, I mean the same day I came in and was told not to give it to me, that came straight to me. Now Mr. Smith - Mr. Orndoff I agree with what you are saying sir, and I am going to take a personal privilege here and tell you just what I wrote since all of this is being aired. (Mr. Smith read from a prepared statement at this time). Mr. Sager - Mr. Chairman, call the motion, please sir. Mr. Smith - Call for the motion, has it been seconded. Mr. Sager - Yes sir. Richard G. Dick - Aye W. Harrington Smith, Jr. - Aye James L. Longerbeam - Aye Beverly J. Sherwood - Aye Robert M. Sager - Aye Charles W. Orndoff, Sr. - Aye Mr. Smith - Is there any further discussion now, I hope we can put this thing to rest once and for all. Mr. Sherwood - Mr. Chairman? Mr. Smith - Yes, Mrs. Sherwood. Mrs. Sherwood - I have one further question and one that has been posed to me by a constituent and I feel very obligated to ask it, because I do not know the answer. Who engaged Mr. Cranwell for this particular - being a contract rather than an annexation item, and do we know what the cost is? 444 Mr. smith - Oh ha - I told you as far as my involvement was in it, now this is not a cop out on my part I will just answer I do not know. I am chairing tonight because of possible conflict with our permanent chairman. Mr. Dick - I don't - I think - Mr. Longerbeam - I would suspect that that one of two things happened. Either somebody told Dickie Cranwell to call John, where is John, to call John or John called Dickie, I don't know, but let me say that - that - let me say that that it had to be one of the better moves made in this whole thing, I don't know who did it. Mr. smith - with the response we got tonight, it certainly is. Mr. Sager - I would think this would be within Mr. Riley's authority, he has monies to expend for legal ah - legal counsel, rather it be local or and I don't see any Mr. Smith - Mr. Riley while you were gone you got a vote of confidence from this board, it was unanimous. Mr. Riley - Ah thanks. Mr. Longerbeam - No pay raise. Mr. smith - I didn't want you to sit there and have a seizure on us. The question facing us right now sir is Mrs. Sherwood asked the question who authorized who hired the honor- able Dickie Cranwell to represent us in this situation. Mr. Riley - He was already hired under our previous retain- er as far as annexation was concerned, and since the contract involved those issues I went ahead and hired him under that same provision. Mr. smith - And Mrs. Sherwood asked - do you mind me speaking for you Mrs. Sherwood. Mrs. Sherwood - Not at all - you are accurate so far. Mr. smith - She asked another question, she wanted to know what the approximate cost would be of this. Mr. Riley - I don't know, ah I told the reporters that his contract, Moore & Cranwells contract for him as principle is $200 an hour and as you go down the scale as far as other 445 lawyers concerned and paralegal it's less. So it goes from $200 down to $45 an hour. Mr. smith - I guess maybe we are fortunate somebody from Front Royal told me this afternoon they are using Mr. Cranwell and it's $250 an hour. Mr. Longerbeam - I don't think we paid for his transporta- tion this time either, not today, because I think he was already up here. Mr. Riley - No. Mr. Smith - Yep. Mr. smith - Alright are there any more questions, discus- sions --- Mr. Orndoff - One question. Mr. smith - Yes sir, Mr. Orndoff Mr. Orndoff - I ask Jim, what was the interest rate on that loan. Mr. Longerbeam - On the rent loan at the bank? Mr. Orndoff - On that loan if we had bought that building. Mr. Longerbeam - The interest rate - the interest rate was - I believe Mr. Feltner had agreed that the interest rate would be less than prime, and I defy you to get that any place. We had already negotiated this. Mr. Orndoff - I had never heard what the interest rate was going to be. Mr. Longerbeam - At that point we really didn't know, and we wouldn't have known - we wouldn1t have known until until it actually - until we got down and discussed with Mr. with Mr. Mr. Feltner, but in my conversation, and Mr. Riley and ours conver- sation with Mr. Feltner it was going to be less than prime, less than the prime rate, which would be some place under 6%. Mr. Orndoff - Well I was thinking we was - indicated that it would resume the same loan. Mr. Longerbeam - They - their - their - their rate is at ah half above prime I believe, and Mr. Feltner indicated because we were a government entity and there were certain tax advantages that we would be down below prime. 446 Mr. Smith - Any other questions, anybody wish to make a statement on this board. If not I will entertain a motion to adjourn. Mr. Longerbeam - So moved. Mr. Sager - Second. Mr. Smith - moved and seconded - discussion. Adjourned. ~~~~ erA c' isors