ࡱ> BDAY L7bjbjWW "P==L3]zzzzz <z$ 8J0J5ZzzJOINT MEETING FULTON COUNTY COUNCIL BOARD OF COUNTY COMMISSIONER W/WOODLAWN HOSPITAL BOARD July 14, 2003, 1:30 p.m., E.S.T., in Assembly Room of the Fulton County Office Building. Meeting Called To Order: Christopher Sailors, President called this Joint Meeting of the Fulton County Council and Board of County Commissioners with the Woodlawn Hospital Association, July 14, 2003 to Order. Councilmen in attendance were; David Helt, Harry Richter, James Widman, Gary Sriver; also, Christopher Sailors. Commissioners present were Richard A. Powell, Roger D. Rose and Leslie R. Walters. Woodlawn Hospital Association Members in attendance were: Richard E. Belcher, Ronald Gundrum, Randall Leininger, Susie Williams, Susan Armstrong, James OKeefe, Don Cook; also, attorneys Ted Waggoner and Robert Peterson. Hospital Bond Refinancing: Todd Samuelson with H. J. Umbaugh & Associates was introduced and asked to explain what has been discussed and present their recommendations. Todd began by noting they have previously served as a financial advisor to the County on several transactions and to the hospital on the recent financing of their projects in Akron and Argos. He stated Auditor Denise Bonnell had called seeking information on the paper trail for getting payments made on the Bonds that are outstanding on the hospital here in Rochester. In that discussion looking at the bonds it was questioned by her that perhaps the interest rate had dropped and would there be any benefit of looking at the current rates to see if it would be beneficial to refinance those bonds. He continued to explain that the bond issue, back in 1977, was utilized for construction of the hospital in Rochester and also issued through the Hospital Association and the service on that bond is paid from taxes raised by the County for the payment of principle and interest each year. The bond is currently outstanding with an interest rate of 5%. He further stated with the present interest rate there is an opportunity for the County to refinance and create a savings for the County. He explained todays interest rate market. The interest rates today are subject to change and further stated how timing is of the essence. He referred to his correspondence and the two options available. Having made available copies of this correspondence he continued to detail the options. He first referred to: Estimated Sources and Uses of Funds on the Project that was started in 1977 and finished in 1979. This was calculated on what would be required to call the Bonds August 1, 2003; this was used primarily as an illustration. He explained this in detail and answered questions. He then referred to: Calculation Of Estimated Savings On Refunding he explained the Payment Date and detailed the estimated savings. He explained the rates on bonds and how they are calculated. He stated for the County once the bonds are sold the rates are fixed. He continued to answer questions. He said the question has been asked could this debt be paid off quicker. He said the only limitation would be the lease that is in place stipulates payments of $128,000.00 every six months or $256,000.00 per year. He explained what would be involved to change the payment, a new transaction, and that he would not recommend changing it. He proceeded to explain and answer questions. This concluded Todds presentation. Chris asked for any comments from the Hospital Association/Trustees/Council. Jim Widman stated he thought it was a good idea, to save money. Attorney Waggoner stated if all understood Todds presentation and were comfortable with the numbers, there are certain decisions to be made by the Council, Commissioners and the Hospital Association. He stated there was a Resolution to be made and it is not required, but would be helpful if all three would adopt the same resolution as to whether you want to pay it off a year early or drop the annual payment a few thousand dollars and pay it off one year early. Attorney Waggoner asked for any further questions or comments, as there were minutes that needed to be adopted by the three organizations today. Ted stated the Resolution for the Hospital Association was scheduled for their regular Board Meeting on July 22nd. Chris opened the nominations for whatever option they wished. Harry Richter made a motion to leave the tax rate the same and pay it off a year early. James Widman seconded that motion. Todd asked if the blank had been filled in and he explained; also, stating he would recommend the figure of $225,000. This was discussed. Attorney Peterson, asked if there were any questions as to why Holding Corporations were used? This he explained. The consensus of the Council was to use the figure of $225,000.00. Gary Sriver read the following Resolution. RESOLUTION NO. 071403 COUNTY COUNCIL OF FULTON COUNTY, INDIANA WHEREAS, the Board of Commissioners of Fulton County, Indiana (County), approved a lease bearing the date of August 10, 1976, between the Fulton County Hospital Association (Association), as lessor, and the County acting by and through its Board of Commissioners and the Board of Trustees of Woodlawn Hospital, as lessee; and WHEREAS, it is in the best interests of the County to direct the Association to take all steps necessary to prepare for a refunding which will result in an interest cost savings over the life of the issue and will reduce the annual lease payments due from the County; NOW, THEREFORE, BE IT RESOLVED BY THE COUNTY COUNCIL OF FULTON COUNTY, INDIANA THAT: Section 1. The County Council hereby approves the refunding and directs the Association to work with H. J. Umbaugh & Associates as financial advisor, Ice Miller as bond counsel and City Securities Corporation, hereby approved as the purchaser of the refunding bonds, to effect the refunding in order to accomplish a net savings of at least $225,000. Section 2. The form of the Amendment to Lease amending the Lease dated August 10, 1976 is hereby approved. Section 3. The president of the County Council and the Auditor are hereby authorized to execute appropriate documents necessary to accomplish the refunding. Section 4. This resolution shall be effective upon passage. Adopted this 14th day of July, 2003. COUNTY COUNCIL OF FULTON COUNTY, INDIANA _________________________________ _________________________________ _________________________________ _________________________________ _________________________________ ATTEST: ___________________________ County Auditor Following the reading of the Resolution, Todd Samuelson, commented that Ice Miller was their recommendation as financial advisor to the County and he explained in detail. Chris said if there were no further comments they would vote on the motion. Motion passed 5-0. EXCERPTS OF MINUTES OF A MEETING OF BOARD OF COMMISSIONERS OF FULTON COUNTY A meeting of the Board of Commissioners of Fulton County was held at the Fulton County Office Building, Rochester, Indiana on July 14, 2003 at 1:30 p.m., in accordance with I.C. 5-14-1.5 and the rules of the Board. The meeting was called to order by the President of the Board of Commissioners. On call of the roll, the members of the Board of Commissioners were present or absent as follows: Present: Richard Powell, Roger Rose, Leslie Walters Absent: none A majority of the members present, the President presided and the Auditor kept the minutes of the meeting. The minutes of the last meeting were read and, upon motion duly made, seconded and carried, the minutes of the previous meeting were approved. Todd A. Samuelson, financial advisor to the County, gave the Board of Commissioners an update of the municipal bond market conditions and the current potential of refunding the Fulton County Hospital Association Hospital Building Bonds dated January 1, 1977 in order to lower the total lese rental requirement. He explained the course of proceedings required to be taken in order to effect the refunding and gave a recommendation to the Commissioners of the procedure to follow. Thereafter, the following resolution was presented, discussed and adopted. RESOLUTION OF BOARD OF COMMISSIONERS OF FULTON COUNTY, INDIANA RESOLUTION NO. 071403 WHEREAS, Fulton County acting through the Board of Commissioners thereof (the County) approved a lease bearing the date of August 10, 1976, between the Fulton County Hospital Association (the Hospital Association), as Lessor, and the County, as Lessee, acting by and through the Board of Commissioners, and the Board of Trustees of Woodlawn Hospital; and WHEREAS, it is in the best interests of the County to direct the Hospital Association to take all steps necessary to prepare for a refunding which will result in an interest cost savings over the life of the issue and will reduce the total lease payments due from the County; NOW, THEREFORE, BE IT RESOLVED, that the Board of Commissioners approves of the refunding and directs the Hospital Association to work with H. J. Umbaugh & Associates, as financial advisor, Ice Miller, as bond counsel and City Securities Corporation, as underwriter to effect the refunding in order to accomplish net savings of at lease $ 225,000. BE IT FURTHER RESOLVED, that the form of the Amendment to Lease, submitted to this meeting, be and the same hereby is approved. RESOLVED FURTHER, that the Auditor is authorized and directed to initial and date a copy of the proposed Amendment to Lease submitted this day to the Board of Commissioners and to place the same in the minute book immediately following the minutes of this meeting, and said Amendment to Lease is made a part of this resolution as fully as if same were set forth herein. RESOLVED FURTHER, that the amendment to Lease shall be executed by the Commissioners and the corporate seal of the County affixed thereto and attested by the Auditor. RESOLVED FURTHER, that the form of the Continuing Disclosure Undertaking is hereby approved and the Board of Commissioners and the Auditor are authorized to execute such agreement. RESOLVED FURTHER, that the issuance, sale and delivery by the Hospital Association of bonds designated Fulton County Hospital Association First Mortgage Refunding Bonds, Series 2003 in the aggregate principal amount of approximately $2,465,000, is hereby approved. RESOLVED FURTHER, that the First Mortgage Refunding Bonds, Series 2003 constitute qualified tax-exempt obligations and are hereby designated as qualified tax exempt obligations for purposes of bank deductibility under Section 265(b)(3) of the Internal Revenue Code of 1986. The County does not expect to issue or have issued on its behalf any obligations in 2003 which when added to the amount of the First Mortgage Refunding Bonds, Series, 2003 will exceed $10,000,000. RESOLVED FURTHER, that this Board of Commissioners hereby approves the existing Directors to continue to act as Directors of the Hospital Association. RESOLVED FURTHER, that the Board of Commissioners of Fulton County are hereby authorized and directed on behalf of this County to approve and execute any certificates and documents on behalf of the County in connection with the refunding of the Hospital Building Bonds dated January 1, 1977 of the Hospital Association. There being no further business to come before the meeting, the meeting was adjourned. FULTON COUNTY BOARD OF COMMISSIONERS _____________________________ Richard A. Powell, Commissioner ________________________________ Roger D. Rose, Commissioner ________________________________ Leslie R. Walters, Commissioner ATTEST: _________________________ Denise J. Bonnell, Auditor Roger Rose read Resolution No. 071403. Following the reading of Resolution No. 071403, Leslie Walters made a motion to adopt Resolution No. 071403. Roger Rose seconded this motion. Motion passed 3-0. Attorney Waggoner noted that there was stated in the Resolution they approved the Amendment to the Lease, which he said is a document that basically says we are reuping the Lease under all current terms plus we are adopting and continuing the language now required by the FCC Depository and agree to be bound by the current law as written. Ted summed up the action the Board had taken. This concluded all the business transacted at the Joint Meeting, for which it was called. Gary Sriver made a motion to adjourn. Harry Richter seconded this motion. Motion passed 9-0. Meeting adjourned at 2:30 p.m. FULTON COUNTY COUNCIL AND BOARD OF COUNTY COMMISSIONERS ________________________________ ________________________________ ________________________________ ________________________________ ________________________________ ________________________________ ________________________________ ________________________________ ATTEST: _________________________________ Denise J. 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