In a surprise move, following weeks of closed-session discussion, the Middleburg Town Council made public for the first time, and then formally approved the text of a much debated new deal with Salamander Development Corporation.

Formally titled, "Amended and Restated Water Supply Facilities and Wastewater Treatment Plant Agreement," the document, in fact, clearly defined and amended several key earlier agreements.

Key elements included a $4.5 million guarantee that the Town's aging wastewater treatment plant would be replaced, regardless of developments at Salamander, and well-defined limits on Salamander's rights to future development.

Trowbridge Littleton, Lisa Patterson and Karen Robinson voted to approve the measure at the Council's regular, June 14, public session.

Catherine ("Bundles") Murdock and Mark Snyder voted no.

Eura Lewis, a long-time supporter of the Salamander project was absent, as was Darlene Kirk, who had recently expressed serious reservations about the Town's agreement to allow expansion of the Inn from 140 to 168 rooms.

Because the Town's Mayor can vote only to break ties, Betsy Davis did not cast a vote. While serving as Vice-Mayor she had voted in favor of the Town's original "Memorandum of Understanding" with Salamander, and has generally favored the project. Asked about the surprise motion introduced by Littleton, she smiled and quipped, "I am just very happy we continue to make progress."

The $4.5 Million Performance Guarantee

According to the agreement, "On or before August 31, 2007, Salamander shall deliver to the Town a letter of credit in the amount of Four Million Five Hundred Thousand ($4,500,000) as surety for the timely construction and completion" of a badly needed new waste water treatment plant serving the entire town of Middleburg.

If Salamander does not started construction of the plant by August 31, 2009, or if the construction, once started, "is not diligently pursued to completion," Salamander formally authorizes the Town to start using funds guaranteed by the nearly half million dollar letter of credit.

In addition, Salamander agreed to bond payment of all labor and materials costs, and to provide appropriate and well-defined insurance covering workmen's compensation, liability and materials.

Once the facility is complete and passes a series of formal inspections, full ownership will be passed from Salamander to the Town of Middleburg.

Limits on Future Development

In the new agreement, Salamander is formally obligated to limit its resort to no more than 168 "lodging units" and "no more than forty-nine residential dwelling units" unless "otherwise approved by the Town."

Any other residential or commercial development on Salamander property, now formally annexed to the Middleburg, would require "proffered rezoning" by the Town Council. ("Proffers" are negotiated up-front payments designed to compensate the Town for anticipated public expenses related to new development.)

The Town also retained the right to approve the final "design" of "each New Facility" on the Salamander site, and set clear guidelines for such approvals.

Open Space Guarantees

Just over 189 acres of the 342-acre Salamander Property were guaranteed "subject to an open space easement." The construction of a golf course on such space was specifically prohibited.

The Potomac Conservancy, a non-profit dedicated to "providing conservation solutions and hands-on restoration opportunities" in the Potomac River watershed, was declared by both Town and Salamander as "an additional beneficiary" of the open space easement. Potomac's role is to ensure continuity in the maintenance of the open space beyond the life of either the current Town Council or Salamander Management Team.

The "Closed" Session That Wasn't

The text of the agreement, made public for the first time on Thursday, June 14, had been the center of months of debate at marathon, full-council "closed sessions." A provision of Virginia law allows Council to hold such meetings if the subjects discussed are "contractual matters" requiring legal advice and counsel.

Mayor Davis had scheduled another such session for June 14, at the very end of a short Council agenda. Two Council members were absent. Police Chief Steve Webber was on vacation. And a large crowd that had gathered to honor departing Economic Development Director, Claudia Dornin, had wished her well, and departed.

When it came time for Council to vote to move to "closed session," however, Town Attorney Liz Whiting advised that such a session was unnecessary. Only one provision of the agreement remained to be settled, a question of whether the Town or Salamander Development would pay some $40,000 in fees related to the transfer of open space interests to the Potomac Conservancy.

Council Members Littleton, Patterson and Robinson agreed. Mayor Davis opened discussion, and the final draft of the Town's latest agreement with Salamander became a public document.

As for the problematic $40,000 in fees, Town Administrator Jerry Schiro reported that the Potomac Conservancy had agreed to spread payments over five years, and charge no interest to the Town. Mayor Davis then reported that, in a telephone conversation that day, Salamander's President Prem Devadas, "... had said that, if it would help, they would be willing to pay up front."

Both Bundles Murdock and Mark Snyder reiterated concerns that the Town was not receiving fair value from Salamander in compensation for its concessions, especially its agreement to a non-negotiable demand for expansion of the Inn from 120 to 168 rooms.

Lisa Patterson noted that the benefits to the Town offered by the Salamander agreement, both short term and long term, tangible and intangible, argued in favor of moving forward as quickly as possible.

Trowbridge Littleton argued that a $5 million waste water treatment plant and the estimated $100,000 per month in estimated tax, fee, and new business benefits to the Town's treasury, was surely worth a $40,000 investment in securing the integrity of the property's open space.

Fiscal Year 2007/2008 Taxes, Fees, and Expense Budget Approved

Council unanimously approved Town Manger Jerry Schiro's first annual budget. Schiro balanced the budget with a combination of strict caps on spending, and a series of tax and fee increases. Copies of the roughly $2 million budget are available at the Town Offices.

Mayor Davis Addresses Demands by Pink Box Docents

Mayor Betsy Davis announced that she would soon name a special committee to meet with representatives of the volunteers or "docents" of the Pink Box, Middleburg's suddenly controversial "information center" on North Madison Street.

As an economy measure, the Town recently decided to investigate termination of its lease of the Pink Box building from the non-profit Sporting Library Foundation, and distribute information to visitors from other Town venues.

In response to an outcry from Pink Box docents, the Town has agreed to turn over to an as-yet-to-be-established "Pink Box Foundation," the remainder of a $250,000 Pink Box Fund originally collected in an effort to buy the Pink Box for the Town.

No Pink Box Foundation has been established, and to date, no agreement has been reached on how much of the $250,000 fund is owed to the Town. A letter from Mary Kay Garwood and Audrey Windsor Bergner thanking the Council for their "kindness in recent weeks regarding the Pink Box situation" demanded that the Town designate the yet-to-be-established foundation as "the ONLY Middleburg Visitor's Information Center sanctioned or assisted by the Town. And . . . that the Town will continue to furnish the Pink Box with all pertinent information about local events, zoning changes, personnel changes, Middleburg brochures, and other data which would be of interest to the community."

Having been recently confronted by non-negotiable demands from Salamander, the docents' tone and requirements "did not sit well" with at least one member of Council. Hence Mayor Davis's efforts to put the matter into disinterested hands.

On Thursday, May 31, Bergner, Vice President of the Pink Box volunteers, had complained that comments by the Mayor and other members of Council had given the false impression that the numbers of "visitors" served by the docents were being "deliberately inflated."

In budget debates the Mayor and several others had noted that they were often asked to "sign the register" at the "Pink Box," even though they could hardly be counted as "visitors."

Bergner, felt the unspoken implications of such remarks raised "a question of honor" and were an "affront" to those who served. Noting that ANY visitor to the facility, "either wants or needs something provided by the Pink Box or they wouldn't be there," she observed that "of course we include them in our count for the day."

The same day, Bergner disputed contentions that the cost of supporting the Pink Box ranged from $20,000 to $30,000 per year.

Town Administrator Jerry Schiro's noted his current $18,000-per-year budget for rent, taxes and other costs for the Pink Box, a figure which, he said, does not include the value of time Town employees spend on care and maintenance.

Nor, Schiro noted, do the costs include emergency expenses. The facility's heating and air conditioning system, for example, had to be replaced recently at a cost that exceeded $12,000. Had supporters of the Pink Box not helped defray those costs, they would have had to be paid out of Town funds.

If the Pink Box Foundation runs the facility, those costs will be the Foundation's responsibility. The estimated total: roughly $20,000 to $30,000 per year.