The preservation of Modroo Farm in Russell Township has all the makings of a successful transaction.The owner, Mary Modroo, is willing to sell more than…
The preservation of Modroo Farm in Russell Township has all the makings of a successful transaction.
The owner, Mary Modroo, is willing to sell more than 52 acres of her 71-acre farm to turn it into parkland.
The Russell Township Park Commission is willing to buy the property for the benefit of township residents.
How the property would be used, what restrictions would be placed on it and what a fair price would be are some of the questions that remain unanswered, however.
And, although he doesn’t have a vote on the matter, Geauga County Probate Court Judge Tim Grendell has made clear he does not want to see the property be developed.
“Personally, I would prefer to see it not be developed, if it can be properly purchased at a reasonable price and maintained in a non-developed way,” Grendell said during a May 24 hearing to determine whether his appointed park commissioners, Linda O’Brien and Charlie Butters, performed their duties properly in declining to purchase the property for $1.5 million until their questions are answered.
“My concern here today is whether the board has conducted itself and performed their fiduciary duties properly, and that would include whether or not they followed reasonable means, undertook due diligence and complied with the law,” Grendell said, explaining his sole job was to investigate the management of the park district, including the appointment and removal of park commissioners.
The judge has yet to appoint a third member to the park board.
Grendell questioned numerous individuals he had subpoenaed to his courtroom. The first witness was Mary Modroo, whose Modroo Real Estate LLC entered into two 30-day contracts with Western Reserve Land Conservancy in April 2016 to sell 52 acres for $1.55 million. One contract was for $1.35 million for 49 acres and the second for $200,000 for one additional 3-acre parcel. The sales price was based on appraisals the land conservancy had ordered in March.
Those contracts expired in May and 30-day extensions were signed. The extensions have now expired as well.
Modroo said she has never discussed the sale of her property with the Russell park board, although she has discussed it with WRLC dating back to the early 1990s.
She noted she had no other offers on her entire 71-acre farm since it was first listed for sale in July 2015 for $4.8 million.
Paul Van Curen, who appraised the Modroo property for the WRLC, initially appraised the entire farm in three sections in October 2015, including almost 60 acres of undeveloped land he valued at $1.2 million.
In May, Van Curen conducted a second appraisal on a 43-acre parcel plus two 3-acre parcels, and on a third 3-acre parcel. The parcels were valued at $1.35 million and $200,000, respectively, or almost $30,000 per acre.
Van Curen also said he did not perform his work for the park board and had not provided any information to park commissioners prior to May 16. Earlier he had given “verbal values” to the WRLC.
WRLC President and CEO Richard Cochran identified the Modroo property as the most important property left in Russell Township and said the land conservancy has been working “off and on” toward purchasing it since the 1990s.
Since July 2015, he said WRLC had been negotiating with Modroo for a better price. The deal was negotiated as two contracts to ensure WRLC could afford both purchases.
Asked if he knew the Russell park board had $1.35 million in the bank for land acquisitions, Cochran answered yes.
If the park board was unwilling to partner with WRLC, Cochran said the land conservancy might still buy it.
But Cochran said a former park board had told the land conservancy “for decades” that Modroo farm was their top priority in the township.
Yet, he said WRLC never entered into a consulting agreement, purchase agreement, memorandum of understanding or letter of intent with the park board for the purchase of any portion of the Modroo property.
He also did not know whether WRLC had any discussions with current park commissioners before entering into the April contracts with Modroo.
Among others questioned during the nearly two-hour hearing were Joe Leslie, WRLC’s director of acquisitions, and former park commissioners Roy Podojil and Sanford “Sandy” Siegler.
At the time of Podojil’s resignation from the park board in February, Leslie said the land conservancy was still negotiating price and acreage with Modroo. No one from the park board was ever included in those conversations.
Podojil said in late 2015, the park board knew the Modroo property was for sale and contacted WRLC to represent it.
The three former park commissioners — Podojil, Siegler and Terry Ries — met with WRLC to discuss funds available in the park district’s land acquisition fund and their desire to purchase the Modroo property.
“We did not have any idea what the general cost would be for the properties that we were interested in,” Podojil said when asked why an offer was not made at that time. “We had no idea (cost) per acre and we didn’t know what we were looking at (in terms of acreage).”
Later, Podojil said he prepared a “breakdown” of how the park district could acquire the property, which included a $140,000 “note.” He never shared it with O’Brien, only Siegler.
“It was something that never came up,” said Podojil.
Siegler, a 31-year member of the park board, also said the park board has had its eye on the Modroo property “for a long time,” but did not make an offer in 2015 because it didn’t have the money. During an April 11 board meeting, however, Siegler said he made a motion to enter into a purchase agreement with WRLC for “somewhere between 49 and 52 acres.”
“Did the park board get an appraisal?” Grendell asked.
“We did not,” Siegler said, even though he acknowledged the park board obtained an independent appraisal when it purchased the Uplands Preserve property.
“We were more involved in the actual purchase of that (Uplands Preserve),” he said.
Under more friendly questioning, Butters said prior to his appointment he was unaware the park board was considering the purchase of the Modroo property.
“Does the park board intend to somehow flip the property to a developer?” asked Grendell.
“Absolutely not,” Butters said. “I intend to live in Russell Township for a long time and I don’t think I could if that were the case.”
Butters explained he could not vote to enter into an agreement with WRLC in April because the acreage was unclear and he believed the price per acre was too high.
“I couldn’t live with myself with spending that kind of money without the proper due diligence,” Butters told Grendell. “I would love to see that parcel purchased.”
Voting to purchase the property without an independent appraisal or purchase contract would have been a breach of his fiduciary duties, he said.
“Too big a deal, too many unknowns,” said Butters. “My fiduciary responsibilities are to the taxpayers of Russell, all of them, and that would have been reckless on my behalf to go ahead and vote for something like that.”
At least one independent appraisal would be needed to make a purchase decision, noting he estimated the property to be worth $15,000 to $18,000 per acre, based on a discussion he had with a local developer.
He also noted on May 16 the park board met to authorize spending up to $2,000 to obtain independent appraisals.
“I’d like to see what other appraisers say and I’d like to work somehow to get this deal done,” he told Grendell.
O’Brien told the court she also needs more information.
“As I saw it, we had far less information than was necessary,” she said. “There was no appraisal, there was no contract.”
She wanted information on what restrictions would be available and the vision for the use of the property. She also had concerns about the three 3-acre lots.
“My last concern was would we have any money to do anything with the property, to improve it, so that the residents could use it and benefit from our purchase of it,” said O’Brien.
At the conclusion of the hearing, Grendell said he would be making a decision of the status of his park board appointees.
