Retaining Wall Reconstruction Reveals: Engineering Department Negotiating Legal Agreements

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ELi's questions about the Abbot Road retaining wall reconstruction seem to have revealed a surprising aspect of city management: according to the Director of Public Works, the Engineering Department is in the practice of negotiating legal agreements on behalf of the citizenry.

The project at issue involved reconstruction of a crumbling retaining wall running along Abbot Road from Fern Street south, almost to Oakhill Avenue. The project required granting of four easements from the private property owners along the stretch. Three of the agreements were signed by a fraternity. The last involved the northern most property, owned by a company called Woodland Pass Equity Company.

As previously reported in ELi, in presenting the easement agreements to City Council, City Attorney Tom Yeadon does not appear to have disclosed that he is part-owner of Woodland Pass Equity Company.

Now a careful comparison of the easement agreements has revealed that there are at least five differences between the agreements the frat signed and the agreement with Yeadon's company. This would seem to suggest that some legal negotiation occurred in this matter. Who, then, was the City's attorney in those negotiations, negotiations which, at least in the case of the frat, included an important indemnification clause (i.e., a clause that determines weighting of liability risk)?

I put that question today to Director of Public Works Todd Sneathen: "Could you please tell me (on the record) who our attorney was in the negotiation of these different agreements? (I.e., which attorney represented the city in negotiation of the easement agreements with the frat, and which attorney represented the city in negotiation with Woodland Pass?)"

Sneathen answered: "The engineering department negotiated any easements required for this project. We typically do not involve the City attorney in negotiating easements unless there is some legal matter that would need to be addressed." Sneathen added: "In the future, I will not be responding to additional emailed inquiries related to this issue."

It would appear, then, that the Engineering Department of the City, which does not appear to include any lawyers, is negotiating legal agreements on behalf of the city. In this case, because the agreements differ in terms of a key indemnification clause, it would appear that the Engineering Department is even negotiating indemnification clauses.

As for Yeadon's role in this matter, his email response to questions from me last week would seem to suggest that he did indeed operate on both sides of the easement agreement involving Woodland Pass Equity Company.

Indicating action on behalf of Woodland Pass, Yeadon wrote, "My only involvement from the property owner side was to verbally tell the City employees involved in this to make sure they did nothing different for our office that they have done for any and all other properties in similar situations so that people like yourself would not be able to make this very type of accusation. I received that assurance."

Yeadon later also functioned as City Attorney in the matter, conveying the easement agreements to Council for their approval with a cover memo in which he stated:

"I have reviewed the permanent Grants of Easement prepared by the City's Engineering Department and signed by the owners of the property on Abbot Road between Fern Street and Oakhill Avenue. These easements were required for the installation of a new sidewalk and block retaining wall. We have verified with the Michigan Department of Licensing and Regulatory Affairs that Epsilon Rho Alumni Chapter of Sigma Nu Fraternity is a Michigan domestic nonprofit corporation in good standing and Mr. Huffmyer is the proper person to sign the easement on behalf of the corporation. Woodland Pass Equity Company is a Michigan co-partnership registered and in good standing with the Ingham County's Office."

Nowhere in the memo to Council did Yeadon mention his co-ownership of Woodland Pass Equity Company, nor did he mention that the individual signing on behalf of Woodland Pass, Thomas Hitch, is Yeadon's law partner as well.