TOWN OF DUCK
TOWN COUNCIL
SPECIAL MEETING
The Town Council for the Town of Duck convened at the Duck Municipal Offices at 6:00 p.m. on Wednesday, May 24, 2006.
COUNCIL MEMBERS PRESENT: Mayor Neil Morrison; Mayor Pro Tempore Monica Thibodeau; Councilor Nancy Caviness; Councilor Denver Lindley, Jr.; and Councilor Bart Smith.
COUNCIL MEMBERS ABSENT: None.
OTHERS PRESENT: Town Manager and Town Clerk Christopher J. Layton; Town Attorney Donald I. McRee, Jr.; Planning Director Sue Cotellessa; and Zoning Technician Sandy Cady.
ABSENT: Deputy Town Clerk Lori Kopec.
The meeting was called to order by Mayor Morrison at 6:05 p.m.
Mayor Morrison stated that Council had before them a Purchase and Sale Agreement to acquire the Herron Restaurant property. He directed Town Attorney Ike McRee to review the agreement.
Town Attorney McRee stated he had prepared a draft agreement based upon direction given to him by the Town Manager following an initial meeting with the Town Manager, Mayor and the seller – Richard Herron. He stated that on Friday, May 19, 2006 he, the Mayor and the Town Manager met with Mr. Herron to review the contract and discuss any needed modifications. He stated that based upon that meeting, he made some corrections and forwarded the document to Mr. Herron’s attorney. He stated that Mr. Herron’s attorney had two (2) comments that needed clarification – one was that the study period provided for the Town to do any survey or inspection of the property would be for a period of thirty (30) days from the date of the contract with closing to take place within forty-five (45) days from the date of the contract. The second was to make clear that the Town would agree to pay the land transfer tax and deed tax. He stated that the agreed upon sale price is $1,250,000, which was agreed upon after negotiations and appraisals. He pointed out that both the Town’s appraisal and Mr. Herron’s appraisal were equal in dollar amount. Town Attorney McRee stated that the Town would put $10,000 down as a deposit which will be held until closing, at which time the deposit will be applied to the purchase price.
Town Attorney McRee stated that there was further discussion with the Town Manager, the Mayor and Mr. Herron on Friday, May 19, 2006 that Mr. Herron would have time to continue to remove materials from the structure and acknowledgement that there will not be any structural damage to the building in the course of moving the personal property out. He stated that Mr. Herron had brought up that he has no use for the building itself and does not wish to move it.
Mayor Pro Tempore Thibodeau asked if Mr. Herron was asking to stay beyond the forty-five (45) days to move his personal property. Town Attorney McRee stated Mr. Herron wanted to be able to move everything out of the building within the time of the closing of forty-five (45) days. He stated that Mr. Herron was assured that there wouldn’t be any problem with him continuing to access the building if necessary after closing or to continue to move his personal property.
Councilor Lindley asked if the liability insurance is standard with the agreement. Town Attorney McRee stated that the Town agrees to indemnify and hold Mr. Herron harmless for any injury that may occur to any of the Town’s agents or employees that go into the property during the study or inspection period.
Councilor Smith asked if there was reason to believe that Mr. Herron would need longer than forty-five (45) days to remove his personal items from the building. Town Attorney McRee stated he was sure Mr. Herron did not need more time as he had indicated that it would be enough time for him to remove his personal items.
Mayor Pro Tempore Thibodeau asked what would be obtained during the study period. Town Manager Layton stated that the Town does not anticipate having any studies and the language was a fail-safe in case one of the financial institutions wanted a study. Town Attorney McRee stated that the Town would have to hold a public hearing on the financing agreement with the bank, which would have to be published ten (10) days prior to the public hearing.
Town Manager Layton stated that a Request for Proposal (RFP) has been completed and sent to various banks with the deadline being Friday, May 26, 2006. He anticipated that at the June 7, 2006 meeting, Council will set a time and date for the public hearing.
Town Manager Layton clarified that if Council is to approve the Agreement, the Town will go forward to get the necessary signatures. He stated there will not be a press release until Mr. Herron’s signature is obtained.
Mayor Morrison pointed out that there is no indication that Mr. Herron will not sign and seems to be agreeable to all terms. Town Manager Layton stated that all negotiations have been extremely positive. Mayor Morrison stated that they had met with Mr. Herron four or five (4 or 5) times during negotiations and it went really well.
Mayor Pro Tempore Thibodeau asked if Mr. Herron is in Duck locally. Town Manager Layton stated that he is in Town; however he had been out of Town due to some family emergencies.
Mayor Pro Tempore Thibodeau asked if plans for the property would be discussed once the sale is complete. Town Manager Layton stated that Council will need to discuss it. He stated that the unstated reason for purchasing the property is for a Town Hall and in it will need to be determined how to accomplish that goal.
Mayor Pro Tempore Thibodeau asked what the closing costs would be. Town Attorney McRee stated it would be approximately $12,500.
Mayor Morrison pointed out that the Town offered to pay the closing costs on the property.
Mayor Morrison asked for any other comments. There being none he asked for a motion.
Mayor Pro Tempore Thibodeau moved to approve the Purchase and Sale Agreement for the Herron property.
Motion carried 5-0.
Town Attorney McRee stated that he would have Mayor Morrison sign the Agreement after the meeting and would have copies delivered to Mr. Herron’s attorney.
CLOSED SESSION, IF NECESSARY
Closed Session was not necessary for the meeting.
ADJOURNMENT
There being no further business to discuss, Councilor Smith moved to adjourn the meeting.
Motion carried 5-0.
The time was 6:18 p.m.
__________________________
/s/Town Clerk
Approved: ______________________
_______________________________
/s/Neil Morrison, Mayor