Delphey v. Frederick

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J.P. Delphey Limited Partnership v. Mayor and City of Frederick, No. 41, Sept. Term, 2006. MUNICIPAL LAW - CONDEMNATION - OPEN MEETINGS ACT Petitioner, J.P. De lphey Lim ited Par tnership , sought review of the Co urt of Special App eals s judgment affirming the condemnation of Delphey s property by the City of Frederick and concluding that no ordinance specific to the property was required by Section 2 (b)(24) of Article 23A of the Maryland Code (1957, 2001 Repl. Vol.) in order for the City to acquire the property by condemnation. The Court of Appeals affirmed the Court of Special Appeals s judgment and held that the Aldermen s vote to condemn the Del phe y property constituted a proper ex ercise of the authority vested in that legislative bo dy by Section 2 (b)(24) of the Article 23A and Section 173 of the City of Frederick Charter, and that no ordinance, or legislative act, specific to the property was required. The Court further determined that the Aldermen did not violate Section 10-508 (a)(3) of the Open Meetings Act, which provides an exception to the general prohibitions of Section 8 of Article 23A, when they voted to condemn the Delphey property in a closed session. IN THE COURT OF APPEALS OF MARYLAND No. 41 September Term, 2006 J.P. DELPHEY LIMITED PART NERS HIP v. MAYOR AND CITY OF FREDERICK Bell, C.J. Raker Wilner Cathell Harrell Battaglia Greene, JJ. Opinion by Battaglia, J. Cathell and Harrell JJ., join in the judg men t only. Filed: December 14, 2006 Petitioner, J.P. Delphey Limited Partnership, seeks relief from a judgment of the Court of S peci al Appeals affirm ing the co ndemna tion of th e De lphe y prop erty by the City of Frederick. We granted certiorari to consider the Petitioner s two questions, 393 Md. 477, 903 A.2d 41 6 (2006), to which w e have ad ded a third q uestion and renumb ered, in orde r to illuminate all of the issues raised in Delphey s petition, which include: 1. Whether, pursuant to Ann. Code MD Art. 23A § 2 (b)(24), the City of Frederick was required to enact an ordinance specific to the property sought to be acquired by condemnation? 2. As a matter of first impression, whether the City of Frederick violated the Ann. Code of MD Art. 23A § 8 in finally deciding to condemn real property at a closed executive session? 3. Whether the City of Frederick violated Section 10-508 (a)(3) of the Open M eetings Act in finally deciding to con demn real property at a closed session? We shall hold that the City of Frederick was not required to enact an ordinance, or any legislation, specific to Delphey s p roperty in order to acquire the property by condemnation and that the City did not violate either Sec tion 10-50 8 of the O pen M eetings A ct, State Government Article, Maryland Code (1984, 1995 Repl.Vol.), or Sec tion Eight o f Article 23A, Maryland C ode (195 7, 2001 R epl. Vol.), w hen it voted to condem n Delph ey s property during a closed session. I. Facts Since 1997, and on an annual basis thereafter, the Mayor and Board of Aldermen 1 of 1 Article 2, Section 7 of the F rederick C ity Charter prov ides, in pertine nt part, that [a]ll legislative powers of the city shall be vested in a board of aldermen consisting of five (5) aldermen. Article 2, Section 12 of the Frederick City Charter provides that [t]he ma yor shall serve as the president of the board of aldermen. He shall have no vote on any matter except the City of Frederick have ap proved the allocation of funds in the City s five-year budget for the construction of a fourth parking deck 2 within the City s limits.3 As a result of a parking study undertaken in 1989, the search for the site of the fourth deck was focused upon East Patrick Street in the vicinity of the Frederick County Courthouse. The City comm issioned a G arage Site Evaluation Study in 199 9 to analyze potential sites within this area, as well as the cost and impact4 of the construction of the new parking deck. The Study recom mended 134 throu gh 140 W est Patrick S treet, a property owned by Delphey,5 as the site having the least negative impact on downtown Frederick while yielding when the board of aldermen is equally divided, in whic h case h e shall ca st the de ciding v ote. 2 In this opinion we hav e characteriz ed the structu re as a park ing deck to comport with the language of the budget although the facility is more akin to a parking garage because of its propo sed mu ltiple leve ls. See Random House Dictionary of the English Language 517, 787 (2nd Ed. 1987) (defining a deck as an open, unroofed porch or platform extending from a house or other building , and a garage as a building or indoor area for parking ). 3 Article 5, Section 92 of the Frederick City Charter requires that [t]he budget . . . be prep ared an d adop ted in the form o f an ord inance . Parking Deck No . 4. appears on the five-year budgets for the fiscal years 19982003, 1999-2004, 2000-2005, 2001-2006, 2002-2007, 2003-2008, 2004-2009, and 20052010 as Item number 380401, for which was allotted $6,550,00.00. 4 By impact, the study referred both to the visual impact of the garage whether a particular site allowed for the garage to be hidden behind existing structures and historic impact whether the selection of a particular site would require the destruction of a historic building. 5 Delphey s property at 134 through 140 West Patrick Street is located adjacent to the County Co urthouse a nd is used a s a parking lot. 2 the grea test ben efit. 6 On August 9, 2000, the Mayor and Aldermen held an executive session during which they voted to move forward with the purchase of land adjacent to the courthouse and commissioned an apprais al of the property owned by Delphey; the property subsequently was appraised for $1,200,000.00. In October, 2000, the Mayor tried to purchase the property for $1,200,000.00, but Delphey rejected the offer, stating that it was unacceptable, and counter-offered to sell the property for a minimum of $3,000,000.00. In 2001, the Mayor and Aldermen created a Parking Task Force which produced a Downtown Parking P lan confirm ing the 1999 Garage Site Evaluation Study s selection of the Delphey property as the best site and rec ommending that the City acquire the necessary property to construct the new parking d eck as soo n as possib le, and, if condemnation were nece ssary, to begin the process immediately. The Mayor and Aldermen adopted those recommendations during a meeting open to the public on September 6, 2001. At another public meeting in April, 2002, the Mayor and Aldermen approved the Deck 4 Parking Agree ment, a finance agreement between the City and Frederick County for the construction of the new parking garage which inc orporated Delphey s property as the site selected for 6 The selection of the Delphey site as the leading contender for the parking garage garner ed a lot o f attentio n from the loca l news paper. See Ike W ilson, City Favors Delphey site for new deck, Frederick Post, Aug. 26, 1999 ( At an informal workshop meeting, the board of aldermen favored an area near the Delphey s parking lot behind Frederick County Courthouse off Court Street for the proposed four-story, 600-space d eck. ); City, county own most land for deck, Frederick Post, Sept. 2, 1999 ( [I]t addition al land is needed, the Delph ey property would be acqu ired . . . . ). 3 construction of the new deck. In September, 2002, after the Delphey property was reappraised for $1,675,000.00, the Mayor and Aldermen extended another of fer to Delphey in that amount, plus $200,000.00 for relocation fees and $50,000.00 to sign the ag reement. Maintaining that t he prope rty was worth o ver $3,000 ,000.00, D elphey respon ded to this second offer by letter, stating, [considering how far ap art we are at th is time, we re spectfully reject this offer. On November 5, 2002, the Mayor released a media advisory announcing that, pursuant to Section 10-508 (a)(1), (3) and (8) of the State Government Article,7 she wou ld request a 7 Section 10-508 (a)(1 ), (3) and (8) of the State Government Article provides: (a) In genera l. Subject to the provisions of subsection (d) of this section, a pu blic body may meet in closed session o r adjourn an open session to a closed session only to: (1) discuss: (i) the appointment, employment, assignment, promotion, discipline, demotion, compensation, removal, resignation, or performance evaluation of appointees, employees, or offic ials over whom it has jurisdiction; or (ii) any other personnel matter that affects 1 o r more spe cific individuals; * * * (3) consider the acquisition of real property for a public purpose and matters directly related thereto; * * * (8) consult with staff, consultants, or other individuals about pending or potential litigation. 4 vote to close the end of the regularly scheduled November 6, 2002, meeting of the Mayor and Board of Aldermen, to discuss a personn el matter, con sult with the city attorney on potential or pending litig ation, and to discuss th e acquisition of the De lphey property. M edia Advisory, Mayor Calls Executive Session To Fo llow Regularly Sched uled Mayor and B oard Of Aldermen Workshop, November 5, 2002. The minutes of the November 6 closed session reflect the following: Delphey s A cquisition/Cond emnation - P arking Dec k #4: [The City s Coun sel] provide d a written history of the City s efforts to solve the short term parking problems in downtown. A Garage Site Evaluation Study and phase II of the Parking Master Plan identify the Delphey s location as the #1 solution. In August of 2000 the first appraisal of the property was appraised at $1,200,000. A number of attemp ts to negotiate and reach an agreement with the owners were made but the Delphey s continued to imply they need over $3,000,000.00. The Delphey Partnership ha s never sup plied an ap praisal to support their position. In the Summer of 2002 the City agreed to get a new appraisal, which came to $1,675,000. After another negotiation session, the first formal written offer was made on September 27, 2002 for $ 50,000 to s ign the agre ement, $200,000 for relocation expenses, and $1,675,000 for the real estate. There was also a request from the partnership that the Deck be named Delphey s Deck. On October 24, 2002, the Delphey s turned dow n the City s offer. Mayor Dougherty asked what steps are taken to proce ed with condemnation and could condemnation be stopped if a settlement is reached. [ The City s C ounsel] said condemnation could be stopped if a settlement is reached. [ The City s C ounsel] suggested that the first step would be to hire outside counsel to work on this case. A formal filing is made, there is a series of Maryland Code (1 984, 199 5 Repl. V ol.), Section 10-508 (a)(1), (3) and (8) of the S tate Government Article. 5 discovery made and the Delphey s would have to justify what they are asking. Alderman Lenhart asked if the City could add an incremental fee to the parking deck and for a period of 10 years provide that fee directly to the Delphey Trust so that the cost would be distribu ted ove r a long er perio d of tim e. There was additional discussion of the possibility of this option. [The City s Counse l] said that during negotiations other payment options were d iscusse d. There was discussion as to how the City could offer more than the appraised valu e of t he prope rty. It was suggested that perhaps condemnation would bring this situation to more se rious nego tiations on the Delphey s p art. [The City s Counsel] explained the formal actions needed for a condemnation process. In court the p roperty own er is given the fair appraised value of the property. There was discussion of increase in the appraised value over the past two years. Alderman Lenhart said that he would be inclined not to condemn at this time if an annuity plan is offered. A lderman Baldi recommended continuing negotiations but moving ahead with the conde mnation b ecause the condem nation proceeding can be stopped. Alderman M. Hall mentioned that the appraised value continues to rise and the Board of Alderm an needs to stop that from h appen ing. When asked if the Delphey s are aware of the condemnation [The City s Counsel] said that they are aware that the City needs this property and that condemnation is an option that the City has. There was again discussion of payment options. Alderman Lenhart said that he c ould support condemnation prov ided that i t is op en to paying the Delphey s more money than the appraised value provided that money comes from future parking revenue which are above and beyond what the City needs to operate the fund. M ayor Doug herty and Alderman Baldi said that the condemnation goes to court and the court de termines tha t amount. The Aldermen then voted unanimously to begin condemnation proceedings with regard to the D elph ey pro perty. The Mayor an d City of Frede rick subseq uently filed a complaint in the C ircuit Court for Frederick County to initiate the condemnation process, to which Delphey responded by 6 filing a motion to dismiss, contending that the City did not have the authority to condemn the property because no ordinance specific to the Delphey property had been passed; Delphey s motion was denied. D elph ey subsequently filed a motion for summary judgment alleging that the closed session in which the Mayor and Aldermen decided to condemn the property violated Section 8 of Article 23A of the Maryland Code (1957, 2001 Repl. Vol.) 8 and the Open Meetings Act codified in Sections 10-501 through 10-512 of the State Government Article of the Maryland Code (1984 ,1995 Repl. Vo l. ).9 The City of Frederick responded that the session did n ot violate the Open M eetings Act because , pursuant to Section 10-5 08 (a)(3), closed executive sessions are permitted to consider the purcha se of real pro perty. The City also argued that the motion for summary judgment should be denied because Delphey had 8 All reference s hereinafte r to Section 8 of Article 23A are to the Maryland Code (1957, 2001 Repl. Vol.), which provides: All meetings, regular and special, of the legislative body, by whatever name known, in eve ry municipal co rporation in Maryland, including th e City of Ba ltimore, shall be public meetings and open to the public at all times. Nothing contained herein shall be construed to prevent any such body from holding an executive session from which the public is excluded but no ordinance, resolution, rule or regulation shall be finally adopted at such an executive session. Maryland Cod e (1957, 2001 R epl. Vol.), Article 23A Se ction 8 (emphasis add ed). 9 All references hereinafter to the Open Meetings Act are to Maryland Code (1984 , 1995 R epl. Vo l. ), Sectio ns 10-5 01, et seq. of the State Government Article. 7 failed to comply w ith Section 1 0-510 of the Act, 10 which requires that complaints for failure to comply with the Ac t be filed within 45 days of the a lleged violation. The Circuit C ourt (Debeliu s, J.) denied summary judgment, concluding that Delphey had failed to file the petition for enfor cement o f the Ope n Meetin gs Act w ithin the 45 day period provided by the statute. Before trial, the judge a lso heard o ral argument on whether the City possessed the requisite authority to con demn the Delphey pr operty. Delph ey asserted that the condemnation proceeding had been brought improperly because no ordinance specific to the property had been enacted as required by Section § 2 (b)(24) o f Article 23 A, and tha t the City 10 Section 10 -510 of th e Open Meeting s Act prov ides in releva nt part: (b) Petition authorized. (1) If a pub lic body fails to co mply with § 10-505, § 10-506, § 10-507, § 10-508, or § 10-509 (c) of this subtitle and a person is affected adversely, the person may file with a circuit court that has venue a petition that asks the court to: (i) determine the applicability of those sections; (ii) require the public body to comply with those sections; or (iii) v oid the ac tion of th e public b ody. (2) If a violation of § 10-506, § 10-508, or § 10-509 (c) of this subtitle is alleged, the person shall file the petition within 45 days after the date of the alleged violation. (3) If a violation of § 10-5 05 or § 10 -507 of th is subtitle is alleged, the person shall file the petition within 45 days after the public body includes in the minutes of an open session the information specified in § 10-509 (c) (2) of this subtitle. Maryland Code (1984, 1999 Repl. Vol.), Section 10-510 of the State Government Article. 8 violated Section 8 of A rticle 23A by voting to cond emn the Delph ey property in a closed, executive session. Th e City respond ed that it acted pursuant to Section 173 of the City Charter, which granted the Mayor and Aldermen the authority to condemn properties, so that no ordinance specific to the property was required. After a hearing, the judge ruled that the City was entitled to condemn the Delphey property. A six-person jury subseque ntly rendered an inquisition,11 setting Delphey s total damages to be $1,015,000.00, and the court issued an order that, up on paymen t of the dam ages, title in the p roperty should ve st in the City of Frederick. Delphey noted a timely appeal to the Court of Special A ppeals, allegin g that the C ity of Frederick was required under Section 2 (b)(24) of Article 23A to pass an ordinance specific to its property before commencing the condemnation process, and that the Mayor and Ald ermen w ere prohibite d from v oting to con demn the property in a closed, executive meeting. In an unreported opinion the intermediate appellate court affirmed th e trial court and held that neither Section 2 (b)(24) of Article 23A12 nor Section 173 of th e Frederick City 11 An inquisition is a special verdict rendered by the trier of fact in a condemnation action that sh all set forth the amount of any damages to which each defendant or class of defendants is entitled or, if the court so orders, the total amount of damages awarded or both. Bryan v. State Rds. C omm n , 356 Md. 4, 6 n.1, 736 A.2d 1057, 1058 n.1 (1999), citing Maryland R ule 12-208(d). 12 Section 2 (b )(24) of A rticle 23A p rovides: (b) Express powers. In addition to, but not in substitution of, the powers which h ave been , or may herea fter be, gran ted to it, such legislative body also shall have the following express ordinance-making powers: 9 Charter13 require the enactment of ordinances specific to the property to be condemned. The Court of Special Appeals further concluded that the condemnation of the Delphey pr operty constituted an executive, not a legislative, action and therefore, did not require the passage of an ordinance sp ecif ic to t he prope rty. 14 Before this Court, Delphey contends that the City of Frederick was prohibited under both Section 8 of Article 23A, and by Section 10-508 (a)(3) of the Open Meetings Act, from making its final decision to condem n Delphey s propert y during a closed session on *** (24) To acquire by conveyance, purchase or condemnation real or leasehold p roperty neede d for any pu blic purpos e; to erect buildings thereon for the benefit of the munic ipality; and to sell at public or p rivate sale after twen ty days public n otice and to convey to the purchaser or purchasers thereof any real or leasehold property belonging to the municipality when such legislative body determines that the same is no longer needed for any public use. Maryland Cod e (1981, 2001 R epl. Vol.), Article 23A Se ction 2 (b)(24) (empha sis added). 13 Section 173 of the Fred erick City Ch arter gives the City the pow er to condemn any property, right, or interest belonging to any person, persons, corporation, or corpor ations f or the p urpose of ma king an y public im provem ent. 14 The Court of Special Appeals did not reach the issue of whether the Aldermen violated Section 8 of Article 23A w hen they decided to mo ve forward with the condemnation proceedings during a closed, executive session, stating: Because an ordinance to condemn Delphey s property was neither required nor adopted, Delphey s remaining argu ment that, under Article 23A § 8, an ordinance cannot be adopte d in a closed session - collapses for want of the necessary premise. 10 November 6, 2003. Delphey further asserts that the condemnation of property constitutes a legislative act under Section 2 (b)(24) of Article 23A and therefore requires the passage of an ordinance specific to each property being condemned. Con vers ely, the City of Frederick argues that the Mayor and Aldermen were acting pursuant to the authority of two separate ordinances, Section 173 of the City Charter, which grants the City the power to cond emn, as well as the C ity s five-year budget, which was adopted by ordinance, when the City m ade t he decision to condemn the D elph ey pro perty, and that the decision constituted an executive, a nd not legisla tive, act and th erefore did require the passag e of an ord inance spe cific to the pro perty. Further, the City asse rts that, because the condemnation constituted an executive action, the City did not violate Section 8 of Article 23A, which only precludes legislative acts from being taken during closed, executive session s. The City also contends that Section 10-508 (a)(3) of the Open Meetings Act autho rizes the M ayor and City to consider the purchase of real property during closed, executive s essions, and therefore th e City comp lied with the provisions o f the Act. II. Analy sis A. Whether An Ordinance Specific To The Property Was Required Delphey argues that Section 2 (b)(24) of Article 23A required that the Aldermen enact an ordinance specific to 134 through 140 West Patrick Street before initiating the condemnation process because the decision to condemn is a legislative, and not executive, act, citing Inlet Associates v. Assateague House Condom inium Ass n, 313 Md. 413, 545 11 A.2d 1296 (1988), ( Inlet ), as authority. We agree that condemnation is a legislative function; we disagree with Delphey that an ordinance specific to each property is required in order to condemn, but note that, even if a legislative act specific to each property was required, that the Aldermen, as a legislative body, did vote to condemn the Delphey pr operty on November 6, 2003, in a closed session. The City of Frederick was inco rporated as a municip ality in 1816 pursuant to Chapter 74 of the Acts of 1816. As a municipality, it is governed by Article 23A, the first section of which provides: The inhabitants of every incorporated municipality in Maryland constitute and shall co ntinue to be a body corporate, and under the corporate name sh all have perpetual succession, may sue and be sued, and m ay pass and a dopt all ordin ances, resolu tions or bylaws necessary or proper to exercise the powers granted herein or elsewhere. Maryland Code (1957, 2001 Repl. Vol.), Article 23A Section 1. Section 2 of Artic le 23A enumerates the express ordinance-making powers conferred in Section 1 and states: (a) General authority. The legislative body of every incorporated mun icipa lity in this S tate, exce pt Baltim ore C ity, by whatever name known, shall have general power to pass such ordinances not contrary to the Constitution of Maryland, p ublic general law, or, except as p rovided in § 2B of this article, public local law as they m ay deem necess ary . . . . (b) Expre ss pow ers. In addition to, b ut not in substitution of, the powers which have been, or may hereafter b e, granted to it, such legislative body also shall have the following express ordinance-making powers: *** 12 (24) To acquire by conveyance, purchase or condemnation real or leasehold property needed for any public purpose; to erect buildings thereon for the benefit of the municipality; and to sell at public or private sale after twenty days public notice and to convey to the purchaser or purchasers thereof any real or leasehold property belon ging to the m unicipality when such legislative body determines that the same is no longer needed for any public use. Marylan d Cod e (1957 , 2001 R epl. Vo l.), Article 23A S ection 2 (emph asis add ed). The plain language of Section 2 (b) confers the power of condemnation on the legislative body of the municipality. Section 7 of Article 2 of the City of Frederick Charter vests [a]ll legislative powers of the city in the Aldermen, and Section 17 3 of Article Fourteen of the Charter also authorizes the Aldermen to: condemn any prop erty, right, or interest belonging to any person, persons, corporation, or corporations for the purpose of making any pub lic impro veme nt. Thus, pursuant to the express g rant of authority of Section 2(b)(24 ) of Article 23A and Section 173 of the City of Frederick Charter, the Aldermen, acting in their legislative capacity, possessed the requisite auth ority to condem n the Delp hey property spe cifically when they so voted in the November 6 closed, executive session. Whether they styled the result as an ordin ance is of n o mom ent, nor wh ether the sess ion was characterized as executive ; the action taken by the Aldermen was legislative within the meaning of the Section 2 of Article 23A. Delphey, however, cites Inlet, supra, as authority for its contention that an enabling ordinance specific to the property is required to condemn. Delphey misconstrues Inlet. 13 Inlet, which d oes not ev en pertain to a condemnation, held that the substance of the Ocean City Counc il s actions con veying prop erty did not comply with the requirements of Article 23A and the O cean City Charter for an o rdinance conveying C ity property. Inlet involved an agreement by Ocean City to convey twenty-five feet of a city street and its appurtenant riparian rights to Inlet, a private corporation, in exchange for Inlet s agreement to develo p and m aintain th e prope rty. Section 2 (b)(24) of Article 23A authorizes municipalities to convey to the purchaser o r purchasers thereof any real or leasehold property belonging to the municipality when such legislative body determines that the same is no longer needed for any public use. Maryland Code (1957 , 2001 Repl. Vo l.), Article 23A Section 2 (b)(24). This Court, in an opinion by Ch ief Judge Ro bert Mu rphy, first empha sized that it is the s ubstance o f the City Cou ncil s action w hich dete rmin es its lega lity: considering the legality of the a ction taken by the City Cou ncil in this case, therefore, and in particular whether in the circumstances the conveyanc es could properly be authorized by resolution, we look to the substance of what the City Council undertook to achieve by its action. Inlet, 313 Md. at 430, 545 A.2d at 1305 (emphasis added). The Court then pointed out that the conveyance of the C ity s interest in the [property] solely for the private benefit of another, is not within the legislative body s power, and went on to state that both the Ocean City Charter and Section 2 (b)(24 ) of Article 2 3A requ ired that the O cean City Co uncil affirmative ly make a determ ination that th ere is no lon ger any pub lic need fo r the street 14 before undertaking the conveyance, and that the Council s actions failed to comply w ith this requireme nt. Id. at 431, 5 45 A.2 d at 130 5. The Court also stated that an ordinance conveying property was required to be signed by the Mayor or pa ssed over the M ayor s veto, and that the City Council s actions failed to mee t this requ iremen t. Id. at 433-34, 545 A.2d at 1306. The Inlet opinion co ncluded th at: Considering the central involvement of South Division Street and the waters of the bay in Inlet s proposal, and the magnitude of the property interest involved (City property of estimated value approximating one million dollars), a simple resolution, neither reduced to writing nor journalized as required by the City Charter, cannot suffice to validate the City s actions. An ordinance was thus fundamental to the legality of the conveyances here in que stion; witho ut it, the City Cou ncil s action wa s without leg al effect. Id. (emph asis add ed). The record is devoid in the present case of any evidence that the actions of the Mayor and Alderm en of the C ity of Frederick failed to com ply with Article 23A and Charter requiremen ts for the condemnation of property, which is a failure of proof on the part of Delphey, the movant for dism issal and summary judgm ent in which the C ity s authority was challenged. See Goodwich v. Sinai Hosp. of Balt., Inc., 343 Md. 185, 206, 680 A.2d 1067, 1078 (1996 ) (stating that mo ving pa rty bears in itial burd en of p roof). As a result, Delphey s reliance on Inlet is misplaced. In recognizing that the Mayor and Aldermen did act legislatively in condemning the specific Delphey property, we do not hold that a property specific ordinance, or legislative 15 act, is always required in order to condemn. In fact, our jurisprudence supports the opposite conclu sion. In Anne Arundel County v. Bowen, 258 Md. 713, 267 A.2d 168 (1970), and Boswe ll v. Prince G eorge s C ounty, 273 Md. 522, 330 A.2d 663 (1975), this Court held that no ordinances specific to the properties being c ondemned were required when legislative authorization had previously been granted. In Bowen, the respond ents challen ged the C ounty Executive s authority to con demn the ir property because no ordinance had been passed by the County Council specific to their property. We affirmed the condemnation because the County Council had set aside fund s in the annual budget for the construction of the road for which the respondents property was being condemned, and therefore the condemnation had been legislativ ely autho rized. Bowen, 258 Md. at 720, 267 A.2d at 171. In Boswe ll, we again affirmed a condem nation exe cuted by the P rince Geo rge s Cou nty Executive and held that no ordinance specific to property was required because the proje ct was already authorized by the county council in the annual budget and therefore the proper legislative author ization f or this pr oject ex isted. 2 73 M d. at 533 , 330 A .2d at 67 0. In the case sub judice, the decision to utilize the City s condemnation power in order to acquire the Delphey property was approved by the Mayor and reduced to writing in the minutes and represented the consummation of a long history of legislative actions taken to secure the best site for the construction of a new parking deck, to include: adoption by ordinance, in open meetings, a five-year budget every year since 1989 allotting funds for the 16 construction of the new parking deck; in 1999, again in an open meeting, commissioning a Garage Site Evaluation Study, which recommended the Delphey property as the best location for the new parking deck; in 2001, again in an open meeting, assembling the Parking Task Force which confirmed the selection of the Delphey location in its Downtown Parking Plan; commissioning two separate appraisals of the Delphey property, and; in 2002, again in an open meeting, approving the Deck 4 Parking Agreement, a finance agreement between the City and the C ounty. We th erefore ho ld that Alde rmen s vo te in the November 6, 2002 mee ting constituted sufficien t auth ority f or the Cit y to co ndemn the D elph ey pro perty. II. Section 10-508 Of The Open Meetings Act And Section 8 Of Article 23A Delphey also contends that the Mayor and Aldermen s vote to condemn D elphey s property in a closed session violated both Section 10-508 (a)(3) of the Open Meeting s Act, which permits the Mayor and Aldermen to consider the acquisition of real property in closed, executive meeting,15 and also Section 8 of Article 23A, which prohibits the adoption 15 The City f urther claims that Delphey failed to raise the issue of the Open Meetings Act in its petition for writ of certiorari and therefore is barred under Maryland R ule 8-131 (b) from raising it now. Maryland R ule 8-131 (b) provide s in pertinent p art: Unless otherwise provided by the order granting the writ of certiorari, in reviewing a decision rendered by the Court of Special Appeals or by a circuit court ac ting in an ap pellate capa city, the Court of Appeals ordinarily will consider only an issue that has been raised in the petition for certiorari or any cross-petition and that has been p reserved for review by the Court of Appeals. 17 of any rule, regulation, resolution or ordinance during a closed, executive session. The City responds that Article 8 o nly prohibits the City from taking legislative, and not executive actions during clos ed session, a nd also that it w as authorize d by Section 1 0-508 (a)(3 ) to vote in the clo sed s essio n to c ondemn the D elph ey pro perty. The Frederick City Charter provides that [a]ll regular and special meetings shall be open to the public as required pursuant to the Open Meetings Act, codified at Annotated Code of Maryland, State Government Article, Section 10-501 through 10-512. City of Frederick Charter, Article 2, Section 10. Section 10-501 of the Open Meetings Act provides in pertinent p art: (a) In genera l. It is essential to the maintenance of a democra tic society that, except in special and appropriate circumstances: (1) public business be performed in an open and p ublic manner; and (2) citizens be allowed to observe: (i) the performance of public officials; and (ii) the deliberatio ns and de cisions that the making o f public policy involves. Maryland Code (1 984, Rep l. Vol. 1995), Section 10-501 (a) of the State Government Article. As an exception to this general rule, howeve r, Section 10-50 8, Clo sed ses sions p ermitted , Md. Rule 8-131 (b). In the case sub judice, the issue of w hether the City also violated the Open Meeting s Act is not a separate and distinc t issue from the issue of whether the City violated Section 8 o f Article 23A. To the contrary, the Open Meetings Act was an integral part of Delphey s argument a t the trial level and is inextricably interrelated to whether the City violated Section 8 of Article 23A. We therefore will reach the issue of whether the City violated the Open Meetings Act. See Eid v. Duke, 373 Md. 2, 10-11, 816 A.2d 844, 849 (2003). 18 provides: (a) In general. Subject to the provisions of subsection (d) of this section, a public body may meet in closed session or adjourn an open session to a closed session only to: * * * (3) consider th e acquisition of real prop erty for a public purpose and matters directly related thereto; * * * (b) Limitation. A pub lic bod y that meets in closed session under this section may not discuss or act on any matter not perm itted und er subs ection (a ) of this section. (c) Construction. The ex ceptions in s ubsection ( a) of this section shall be strictly construed in favor of open meetings of public bodies. Maryland Code (1984, Repl. Vol. 1995), Section 10 -508 of th e State Go vernmen t Article (emph asis add ed). As a municipality, however, the City of Frederick also is subject to the provisions of Section 8 of Article 23A, which provides: All meetings, regular and special, of the legislative body, by whatever name known, in every municipal co rporation in Maryland, including th e City of Ba ltimore, shall be public meetings and open to the pub lic at all tim es. Nothing contained herein shall be construed to prevent any such body from holding an executive session from which the public is excluded but no ordinance, resolution, rule or regulation shall be finally adopted at such an executive session. Marylan d Cod e (1957 , 2001 R epl. Vo l.), Article 23A S ection 8 (emph asis add ed). 19 Meetings of the Mayor and Aldermen of the City of Frederick, therefore, are governed by the provisions of both Section 8 of Article 23A and Section 10-508 of the Open Meetings Act. Clearly, however, these two statutes conflict. The language of Section 8 of Article 23A is very broad, prohibiting the Aldermen from passing any rule, regulation, resolution or ordinance in any closed, executive session, regardless of the circumstances under which the meeting is called or the subject matter to be discussed therein, while the language of Section 10-508 (a)(3) of the Open Meetings Act is very specific, carving out an exception to Section 10-5 01's general m andate that a ll meetings o f public bo dies be kep t open to the public by permitting meetings to be closed to facilitate the consideration of the acquisition of real property for a public purpose and matters directly related thereto. It is a well-settled rule of statutory interpretation that when two statutes, one general and one spec ific, are foun d to conflic t, the specific statute will be regarded as an exception to the general statute. Md.-Nat l Capital Park and Planning Comm n v. Anderson, 395 Md. 172, __, 909 A.2d 6 94, 707 (2006); Massey v. Sec y, Dep t of Pub. Safety and Corr. Servs., 389 Md. 4 96, 512 n.4, 886 A.2d 585, 594 n.4 (2005), citing Smack v. Dep t of Health and Mental Hygiene, 378 Md. 298, 306, 835 A.2d 1175, 1179 (20 03); Harvey v. Marsh all, 389 Md. 243, 270, 884 A.2d 11 71, 1187 (2005); Farmers & Mer. Nat l Bank of Hagerstown v. Schlossberg, 306 Md. 48, 63, 507 A.2d 172, 180 (1986); Lumbermen s Mut. Cas. Co. v. Ins. Comm r, 302 Md. 248, 268-69, 487 A.2d 271, 281 (1985). Thus, under our well-established rule of statutory interpretation, we reconcile the two statutes by interpre ting the mo re specific 20 provisions of Section 10-508 (a)(3) of the Open Meetings Act as providing an exception to the very broad prohibitions articulated in Sectio n 8 of A rticle 23 A. See Md.-Nat l Capital Park and Planning Comm n, 395 Md. at __, 909 A.2d at 707; Massey, 389 Md. at 512 n.4, 886 A.2d at 59 4 n.4; Harvey, 389 Md. at 270, 884 A.2d at 11 87; Smack, 378 Md. at 306, 835 A.2d a t 1179. In addressing the issue of whether the Alderm en could vote to condemn the Delphey property on November 6, 2002, during a closed session, we are called upon to construe Section 10-508 o f the Ope n Meetin gs Act. W hen tasked with interpreting provisions of the Open Meetings Act in previous cases, we have repeatedly underscored the important policy the Act serves to protect. In City of New Carrollton v. Rogers, 287 Md. 56, 410 A.2d 1070 (1980), Chief Judge Murphy, again writing for this Court, expounded upon the touchstone of the Act, stating: [T]he heart of the Act is found in the public policy declarations of [the Act], i.e., tha t public business b e perform ed in an open and public manner and that the citizens be advised of an d aware of the performance of public officials (when exercising legislative, quasi-legislative or advisory functions) and the deliberations and decisio ns that go into the makin g of pub lic policy. That com mitment is se cured by the provisions . . . which require that notice of meetings be given and that the meetings be open to the public. W hile the Act does not afford the public any right to participate in the meetings, it does assure the public the rig ht to observ e the delibera tive process and the making of decisions by the public body at open meetings. In this regard, it is clear that the Act applies, not only to final decisions made by the public body exercising legislative functions at a public meeting, but as well as to all deliberations which preced e the ac tual legis lative ac t or decis ion, unless 21 authorized by [Section 10-508] to be clo sed to th e public . The Act makes no distinction between formal and informal meetings of the public body; it simply covers all meetings at which a quorum of the constituent membership of the public bod y is convened for the pu rpose of c onsidering or transacting public business. . . . It is, therefore, the deliberative and decisionmaking process in its entirety which must be conducted in meetings open to the public since every step of the process, including the final decision itself, constitutes the consideration or transaction of public business. Id. at 71-7 2, 410 A .2d at 10 78-79 (emph asis rem oved). In Community and Labor United For Baltimore Charter Committee (CLUB) v. Baltimore City Board of Elections, 377 Md. 183, 832 A.2d 804 (2003), we held that the Baltimore City Council had violated the Open Meetings Act when it discussed the drafting of a bill during m eetings for w hich the C ouncil had failed to give proper notice to the public, and explicated that [t]he record does not provide any significant information about the deliberations that preceded the passage of this bill. On the contrary, the record shows that the City Counc il wished to conduct these deliberations away from the scrutiny of citizens and the media. Id. at 196, 8 32 A.2d at 811. We therefore concluded that, in so doing, [t]he Counc il effectively prevented members of the public from observing most of the deliberations on the issue , in direct contravention to the expressly stated policy of the Open Meetings Act. Id. at 196, 8 32 A.2 d at 812 . More recently, in City of Baltimore Development Corp. v. Carmel Realty Assocs., __ Md. __, 2006 WL 3104641 (2006) (No. 14, September Term, 2006) (filed Nov. 3, 2006), we held that a corporation performing many of the functions of the Mayor and City Council of 22 Baltimore constitute d a pu blic bod y, as def ined by S ection 1 0-502 (h) of th e Act, and therefore was subject to the requirements of the Act and iterated that [o]ne purpose of the government in the [Open Meetings Act] was to prevent at nonpublic meetings the crystallization of secret de cisions to a point just short of ceremonial acceptance. Id. at __, quoting New Carrolton, 287 Md. at 72, 410 A.2d at 1079, quoting in turn Town o f Palm Beach v. Gradison, 296 So.2d 473, 477 (Fla. 1974). Therefore, in furtherance of that stated purpose, we emp hasized tha t the Act should be construed so as to frustrate all evasive devices. City of Balt. Dev. Corp., __ M d. at __ ( emph asis in or iginal). In the case sub judice, no such evasive devices have been exploited by the Aldermen in a very public campaign to construct a new park ing d eck. To th e con trary, the Aldermen s decision to acquire the Delphey property for the purpose of constructing a new parking garage has conformed to the Act s stated policy of keeping the discussion of public business public from its inception, beginning with the allotment of funds in the City budget for construction of a new, fourth parking deck in 1998, and progressing to the public discussion of the Garage Site Evaluation Study in 199 9, identifying the Delphey site as the best location for the parking d eck, the ado ption of the Down town Pa rking Plan s recomm endation to acquire or condemn that location as soon as possible during an open meeting on September 6, 2001, the adoption of the finance agreement between the City and the County, which again identified the Delphey site for the new garage, in an open meeting in April, 2002, and culmin ating in t he Ald ermen s Nov embe r 6, 200 2, vote to conde mn the proper ty. 23 Further, there is no ambiguity in the plain language of Section 10-508 (b) of the Open Meetings Act; the provision clearly authorizes a public body to discuss or act on any matter listed under subsection (a), which in cludes the acquisition o f real prope rty for a public purpose and matte rs directly related thereto. Thus, there is no question that the Aldermen had the authority under Section 10-508 (a)(3) to act upon the e arlier, public de cision to condemn Delphey s p roperty in the closed November 6, 2002, session. The closure of the November 6 meeting therefore constituted a valid exercise by the Aldermen of the discretion granted by Section 10-508 (a)(3) to consider the terms of the condemnation of the Delphey prop erty. We therefore hold that the Aldermen s vote to condemn the Delphey pr operty constituted a proper exercise of the authori ty vested in that legislative body by Section 2 (b)(24) of the Article 23A and Section173 of the City Charter, and that no ordinance, or legislative act, specific to the property was required. We further conclude that the Aldermen did not violate Section 10-508 (a)(3) of the Open Meeting s Act, which provides an exception to the general prohibitions of Section 8 of Article 23A, when they voted to condemn the Delphey property in a closed session. JUDGMENT OF THE COURT OF SPECIAL APPEALS AFFIRMED; COSTS IN THIS COURT AND THE COURT OF SPECIAL APPEALS TO BE PAID BY PETITIONE RS. Judg e Ca thell and Judg e Ha rrell join in the jud gme nt on ly. 24

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