[0:00] afternoon like to welcome everyone to
this uh emergency call meeting for Board
[0:04] of
Commissioners um call this meeting to
[0:08] order and uh this is emergency call
meeting is in order now and uh we would
[0:17] like to discuss the contract for the
inum town manager um the floor is open
[0:26] for the
board any comments
[0:30] questions
[0:35] discussion I I do have a few things just
to mention go right ahead um I was I was
[0:42] concerned about the process that our
board used to do this
[0:48] um that you there some of us didn't know
about it and um how and how they how
[0:56] they went about identifying the person
um how have they met him before when did
[1:03] they first meet him and um why they
didn't share it with the entire
[1:09] board well miss CL excuse me oh I'm so
sorry were you done I'm so sorry I gotta
[1:15] wait and see she's finish my my
apologies continue um that that's that's
[1:20] really it I just didn't like the
process Comm baxer um I can say that I
[1:27] did not meet
with this applicant in person and I
[1:31] believe that you've done a um manager
search before commissioner Clark and so
[1:38] you should be familiar with the process
that the league actually
[1:43] sends a um an interim
applicant but I know it's been a while
[1:49] so maybe that's just something that you
lost your familiarity with
[1:55] um when you say League mentioned the
the the the applicant tie yeah the North
[2:04] Carolina League I'm so sorry when you
say League mention is the North Carolina
[2:09] the North Carolina municipalities yes my
apologies
[2:14] CL
um going over
[2:20] the contract there's a couple of open
ended areas that I'd just like
[2:27] to perhaps have discussion
about and
[2:35] um
my concern is number six the
[2:42] indemnification
[2:46] um it's on the second page we don't have
a copy
[2:52] of wasn't this what we
got do you need me to make copies cuz I
[2:58] did not get a copy of that to make for
the rest of the board yes please can we
[3:02] take a 5 minute
recess take a 5 minute recess and I'll
[3:06] make copies
[3:28] please
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[6:51] commissioner baxer uh yes so I would
just like to make sure that the pre-
[6:57] audit certificate can be signed
um knowing that there is an
[7:03] indemnification Clause number six in the
[7:13] contract yes I'm sorry what was
[7:18] that I was looking at the contract oh
that that's okay um I just wanted to
[7:24] make sure that the our CFO would be able
to sign the pre- audit certificate
[7:30] certificate with the indemnification
clause in the
[7:35] contract well I I would prefer to
eliminate the indemnification Clause
[7:43] just because by its very nature an
Indemnity is an open-ended
[7:48] obligation which means that it doesn't
lend itself to pre- audit the whole
[7:52] purpose of pre- audit is that you're
able to identify what the cost will be
[7:56] of any particular uh commitment and
since you can't identify the full extent
[8:02] of an indemnification until it happens
there's a challenge to the pre- audit on
[8:06] it so my preference would be to
eliminate the indemnification Clause
[8:12] altogether plus there's additional
Provisions in that indemnification
[8:16] Clause that I'm just not sure about uh
it also obligates the town to carry
[8:20] certain types of insurance and I have no
idea if we've got that insurance or
[8:25] not but if the um if the the
uh manager company City development
[8:33] advisor LLC is willing to accept that
edit and many vendors do many vendors
[8:39] accept the elimination of Indemnity then
uh then we could we could go forward
[8:46] with it uh and since we have one of the
principles of the uh manager here they
[8:54] could make that decision uh in the
alternative we could work through
[8:59] through that language attorney to
attorney to try and refine it so that
[9:04] the town's risk is less and that we
could get it up to pre- audit
[9:09] um
[9:13] muster okay thank you so very much yes
[9:19] ma'am any other questions comments from
the
[9:24] board commissioner Davis none of this
time commissioner
[9:30] Clark time commission
Harrison commissioner miles no
[9:36] comment commission Baxter um well I I'd
just like to um get confirmation
[9:43] that that striking that Clause would be
amendable and that we can move
[9:50] forward um I think we can we can
ask the prospective intrum mayor if he
[9:59] that's
possible come to
[10:06] that mayor and commissioner I I would
actually like to have maybe our attorney
[10:11] review that first so I'm not just um
accepting something that I am not
[10:16] totally comfortable with on behalf of a
company so I wish I had known that
[10:22] earlier is that something that you can
make a phone call and have a
[10:26] conversation with if we were to take a
short recess
[10:29] um yeah I can do that okay would 15 or
20 minutes give you enough time to make
[10:36] that phone call yeah probably less so
maybe 10 minutes or so 10 minutes okay
[10:42] so um mayor may I request a 10 minute uh
recess or
[10:49] or would the board authorize me to uh go
over that provision with Mr Joba and see
[10:56] if we can come to an agreement on it
right here okay
[10:59] uh I think that there are some minor
things that we can do that would uh fix
[11:05] the problem okay and allow us to do it
um I've gone through these exercises
[11:09] before with some of our vendors for
example Wake County where we've worked
[11:14] out some language it's reasonable and
and we can do that if you don't mind
[11:19] yeah I would say that I know this came
together rather quickly so I only also
[11:23] just saw the okay contract today as well
I know that um you know that's fine so
[11:29] if if you're willing to take the time to
speak with our attorney yes absolutely
[11:34] thank you may we um retire to a room
there and and go over it call For Recess
[11:43] um 10 minute yeah yeah that'll do it
what time you got now 6:15 yeah little
[11:49] later to
625 um 10 minute
[11:58] recess
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[23:37] if it please the board I'll be happy to
read into the record the changes that Mr
[23:43] Joba found acceptable and that in my
professional opinion are also acceptable
[23:49] to protect the
town if we go to page two at the bottom
[23:53] of the page section
six I will draw your attention to 1 2 3
[23:58] four five The Fifth Line after the word
liability
[24:04] insurance strike the language that
begins or risk pool coverage strike it
[24:10] all the way through to the end of that
phrase where it ends harmless and
[24:16] indemnification semicolon that gets
struck so the language ends at liability
[24:22] insurance and right after the words
liability insurance insert the words in
[24:27] such a boun as the town deems reasonable
[24:34] semicolon the next change is also in
section six but on the next page the
[24:38] third page at the end of the last
sentence the sentence begins this
[24:44] indemnification shall extend and it
keeps going in the end of the sentences
[24:49] and expiration of this agreement
period take the period away substitute a
[24:55] comma and add the following language for
a period of not more than 12 months
[25:01] after the date of termination of
employment
[25:07] period and that being read into the
record Mr jooba one more chance or are
[25:14] you satisfied with those
[25:19] changes yes thank you for working with
me on that yes
[25:26] sir thank you any any
other comments
[25:32] questions from the
[25:45] board is there a motion to approve the
contract for the inum town manager Mr
[25:54] go um I make a motion to approve the
agreement for for employment between the
[26:00] town of zebulun and Mr
Jova uh as amended we have a motion is
[26:06] there second oh one moment oh perhaps I
didn't do that
[26:12] correctly the uh the agreement here uh
if you'll look at page two the clerk
[26:17] brought to my attention the term of the
agreement and the manager Shall Serve as
[26:23] interim Town manager until a permanent
Town Manager commences work or until
[26:28] July 1st
2024 whichever is
[26:32] earlier that is a relatively short time
period in other words less than a month
[26:37] is the town okay with
that we can change we can extend it out
[26:42] because you can always change it is that
correct we can always yeah we can extend
[26:45] it we can do whatever we want to but
that's what the initial term of this is
[26:48] is until July the 1st so at July 1 what
would take place then this contract
[26:54] would no longer be in uh in effect and
we'd have to either enter into a new
[26:58] contract or either party at that point
would have the opportunity to
[27:03] discontinue the
relationship let C could we extend that
[27:08] please CH the
[27:13] date that was specifically at my request
uh but if you also look at
[27:19] um I think it's Section 8 D it talks
about having uh
[27:28] to give about five days I think a week
or so um if you're going to you know go
[27:36] our separate ways I just believe that
this first 30 days
[27:41] allows a smooth transition considering
that this is this has rather come up
[27:46] quickly um and I do not want to uh give
a sense that I'm going to be here
[27:52] permanently but we'll be very actively
um assisting the town in securing an
[27:58] assistant Town manager within the next
uh 30 days while at the same time
[28:04] working to get a permanent um Town
manager uh in
[28:11] place so you would
prefer the what right now
[28:16] is going to be less than a month term to
the contract and then we can extend it
[28:23] the pleasure of Council of the
commission all right okay all right
[28:27] that's fine
yeah I think that uh that's that's
[28:31] correct interpretation it anticipates
that the board will enter into
[28:36] negotiations as you approach the end of
the
[28:41] term any other discussion and one other
thing I need to bring up also is the
[28:47] agreement is actually between the town
and City development advisors that I
[28:52] represent and so I think that's how the
motion should go
[28:59] I'll be on your first
page so should we so may I have the
[29:05] opportunity to to amend my motion yes
okay I make a motion to approve the
[29:12] agreement between the town of zebulin
and City development
[29:17] advisors as
amended are you an authorized officer Mr
[29:22] J yes sir and how would you sign it in
Your Capacity I would sign it as a
[29:27] principal
okay yes fair
[29:31] enough it's all good we have a motion is
there a
[29:37] second second we have a motion and a
second
[29:44] discussion roll
vote commissioner Davis favor
[29:50] commissioner Clark favor commissioner
Harrison favor commissioner miles favor
[29:57] commissioner bter favor motion
passes welcome AB board welcome board
[30:04] thank you
[30:12] um no further business is there a motion
[30:18] toour ajour to ajour we have a motion we
have a second all in
[30:24] favor motion chair