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afternoon like to welcome everyone to
this uh emergency call meeting for Board

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of
Commissioners um call this meeting to

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order and uh this is emergency call
meeting is in order now and uh we would

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like to discuss the contract for the
inum town manager um the floor is open

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for the
board any comments

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questions

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discussion I I do have a few things just
to mention go right ahead um I was I was

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concerned about the process that our
board used to do this

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um that you there some of us didn't know
about it and um how and how they how

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they went about identifying the person
um how have they met him before when did

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they first meet him and um why they
didn't share it with the entire

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board well miss CL excuse me oh I'm so
sorry were you done I'm so sorry I gotta

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wait and see she's finish my my
apologies continue um that that's that's

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really it I just didn't like the
process Comm baxer um I can say that I

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did not meet
with this applicant in person and I

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believe that you've done a um manager
search before commissioner Clark and so

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you should be familiar with the process
that the league actually

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sends a um an interim
applicant but I know it's been a while

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so maybe that's just something that you
lost your familiarity with

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um when you say League mentioned the
the the the applicant tie yeah the North

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Carolina League I'm so sorry when you
say League mention is the North Carolina

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the North Carolina municipalities yes my
apologies

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CL
um going over

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the contract there's a couple of open
ended areas that I'd just like

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to perhaps have discussion
about and

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um
my concern is number six the

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indemnification

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um it's on the second page we don't have
a copy

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of wasn't this what we
got do you need me to make copies cuz I

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did not get a copy of that to make for
the rest of the board yes please can we

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take a 5 minute
recess take a 5 minute recess and I'll

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make copies

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please

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e

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e

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e

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e

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e e

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commissioner baxer uh yes so I would
just like to make sure that the pre-

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audit certificate can be signed
um knowing that there is an

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indemnification Clause number six in the

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contract yes I'm sorry what was

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that I was looking at the contract oh
that that's okay um I just wanted to

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make sure that the our CFO would be able
to sign the pre- audit certificate

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certificate with the indemnification
clause in the

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contract well I I would prefer to
eliminate the indemnification Clause

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just because by its very nature an
Indemnity is an open-ended

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obligation which means that it doesn't
lend itself to pre- audit the whole

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purpose of pre- audit is that you're
able to identify what the cost will be

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of any particular uh commitment and
since you can't identify the full extent

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of an indemnification until it happens
there's a challenge to the pre- audit on

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it so my preference would be to
eliminate the indemnification Clause

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altogether plus there's additional
Provisions in that indemnification

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Clause that I'm just not sure about uh
it also obligates the town to carry

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certain types of insurance and I have no
idea if we've got that insurance or

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not but if the um if the the
uh manager company City development

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advisor LLC is willing to accept that
edit and many vendors do many vendors

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accept the elimination of Indemnity then
uh then we could we could go forward

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with it uh and since we have one of the
principles of the uh manager here they

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could make that decision uh in the
alternative we could work through

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through that language attorney to
attorney to try and refine it so that

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the town's risk is less and that we
could get it up to pre- audit

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um

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muster okay thank you so very much yes

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ma'am any other questions comments from
the

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board commissioner Davis none of this
time commissioner

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Clark time commission
Harrison commissioner miles no

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comment commission Baxter um well I I'd
just like to um get confirmation

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that that striking that Clause would be
amendable and that we can move

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forward um I think we can we can
ask the prospective intrum mayor if he

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that's
possible come to

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that mayor and commissioner I I would
actually like to have maybe our attorney

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review that first so I'm not just um
accepting something that I am not

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totally comfortable with on behalf of a
company so I wish I had known that

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earlier is that something that you can
make a phone call and have a

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conversation with if we were to take a
short recess

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um yeah I can do that okay would 15 or
20 minutes give you enough time to make

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that phone call yeah probably less so
maybe 10 minutes or so 10 minutes okay

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so um mayor may I request a 10 minute uh
recess or

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or would the board authorize me to uh go
over that provision with Mr Joba and see

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if we can come to an agreement on it
right here okay

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uh I think that there are some minor
things that we can do that would uh fix

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the problem okay and allow us to do it
um I've gone through these exercises

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before with some of our vendors for
example Wake County where we've worked

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out some language it's reasonable and
and we can do that if you don't mind

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yeah I would say that I know this came
together rather quickly so I only also

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just saw the okay contract today as well
I know that um you know that's fine so

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if if you're willing to take the time to
speak with our attorney yes absolutely

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thank you may we um retire to a room
there and and go over it call For Recess

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um 10 minute yeah yeah that'll do it
what time you got now 6:15 yeah little

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later to
625 um 10 minute

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recess

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if it please the board I'll be happy to
read into the record the changes that Mr

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Joba found acceptable and that in my
professional opinion are also acceptable

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to protect the
town if we go to page two at the bottom

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of the page section
six I will draw your attention to 1 2 3

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four five The Fifth Line after the word
liability

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insurance strike the language that
begins or risk pool coverage strike it

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all the way through to the end of that
phrase where it ends harmless and

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indemnification semicolon that gets
struck so the language ends at liability

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insurance and right after the words
liability insurance insert the words in

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such a boun as the town deems reasonable

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semicolon the next change is also in
section six but on the next page the

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third page at the end of the last
sentence the sentence begins this

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indemnification shall extend and it
keeps going in the end of the sentences

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and expiration of this agreement
period take the period away substitute a

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comma and add the following language for
a period of not more than 12 months

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after the date of termination of
employment

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period and that being read into the
record Mr jooba one more chance or are

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you satisfied with those

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changes yes thank you for working with
me on that yes

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sir thank you any any
other comments

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questions from the

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board is there a motion to approve the
contract for the inum town manager Mr

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go um I make a motion to approve the
agreement for for employment between the

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town of zebulun and Mr
Jova uh as amended we have a motion is

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there second oh one moment oh perhaps I
didn't do that

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correctly the uh the agreement here uh
if you'll look at page two the clerk

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brought to my attention the term of the
agreement and the manager Shall Serve as

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interim Town manager until a permanent
Town Manager commences work or until

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July 1st
2024 whichever is

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earlier that is a relatively short time
period in other words less than a month

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is the town okay with
that we can change we can extend it out

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because you can always change it is that
correct we can always yeah we can extend

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it we can do whatever we want to but
that's what the initial term of this is

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is until July the 1st so at July 1 what
would take place then this contract

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would no longer be in uh in effect and
we'd have to either enter into a new

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contract or either party at that point
would have the opportunity to

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discontinue the
relationship let C could we extend that

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please CH the

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date that was specifically at my request
uh but if you also look at

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um I think it's Section 8 D it talks
about having uh

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to give about five days I think a week
or so um if you're going to you know go

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our separate ways I just believe that
this first 30 days

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allows a smooth transition considering
that this is this has rather come up

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quickly um and I do not want to uh give
a sense that I'm going to be here

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permanently but we'll be very actively
um assisting the town in securing an

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assistant Town manager within the next
uh 30 days while at the same time

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working to get a permanent um Town
manager uh in

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place so you would
prefer the what right now

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is going to be less than a month term to
the contract and then we can extend it

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the pleasure of Council of the
commission all right okay all right

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that's fine
yeah I think that uh that's that's

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correct interpretation it anticipates
that the board will enter into

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negotiations as you approach the end of
the

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term any other discussion and one other
thing I need to bring up also is the

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agreement is actually between the town
and City development advisors that I

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represent and so I think that's how the
motion should go

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I'll be on your first
page so should we so may I have the

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opportunity to to amend my motion yes
okay I make a motion to approve the

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agreement between the town of zebulin
and City development

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advisors as
amended are you an authorized officer Mr

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J yes sir and how would you sign it in
Your Capacity I would sign it as a

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principal
okay yes fair

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enough it's all good we have a motion is
there a

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second second we have a motion and a
second

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discussion roll
vote commissioner Davis favor

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commissioner Clark favor commissioner
Harrison favor commissioner miles favor

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commissioner bter favor motion
passes welcome AB board welcome board

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thank you

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um no further business is there a motion

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toour ajour to ajour we have a motion we
have a second all in

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favor motion chair