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MINUTES
BOX ELDER COUNTY
COMMISSION
FEBRUARY 15, 2005
The Board of County
Commissioners of Box Elder County, Utah met in a work session at the County
Courthouse, 01 South Main Street in Brigham City, Utah at 8:00 a.m. on FEBRUARY
15, 2005. The following members
were present:
Scott Hansen Chairman
Clark N. Davis Commissioner
Suzanne R. Rees Commissioner
LuAnn Adams Recorder/Clerk
The following items
were discussed:
1. Park Valley Road
Shed Configuration – Commissioner Hansen, John Collom, Sheriff Jensen
2. Assignment Review –
Commissioners
3. Staff Reports
4. Correspondence
The work session
adjourned at 8:59 a.m.
The regular session
was called to order by Chairman Hansen at 9:00 a.m. with the following members
present, constituting a quorum:
Scott
Hansen Chairman
Clark N. Davis Commissioner
Suzanne R. Rees Commissioner
LuAnn Adams Recorder/Clerk
Chairman Hansen
offered the prayer.
APPROVAL OF MINUTES
THE MINUTES OF THE
REGULAR MEETING OF FEBRUARY 08, 2005 WERE APPROVED ON A MOTION BY COMMISSIONER REES, SECONDED BY COMMISSIONER DAVIS AND UNANIMOUSLY CARRIED
WITH THE FOLLOWING CHANGES: ON PAGE 2 “WOULD BECOME PART OF THE ANNUAL PLAN” TO
“SHOULD BECOME PART OF THE ANNUAL PLAN”.
ON PAGE FOUR THE FIRST TWO CLASS “D” ROAD SHOULD BE CHANGED TO CLASS “B”
ROAD AND ON PAGE 9 “PRINCIPLE” DEFENDERS SHOULD BE CHANGED TO “PRINCIPAL”
DEFENDERS.
AGENDA: ATTACHMENT
NO. 1
FOLLOW-UP BUSINESS
Fairgrounds
Five-Year Plan – Commissioner Davis
Commissioner Davis
clarified that we have not approved or adopted the five-year plan, and the
commitment we had was that we will live within the 2005 budget and review these
requests in the normal budget cycle, and that those requests should become part
of our five-year capital facility plan that County Auditor Roger Handy puts
together every year.
MOTION: A motion was made by Commissioner Davis to cancel Commission Meeting on March
15. The motion was seconded by Commissioner Rees and unanimously carried.
SET PUBLIC HEARING
FOR SMITH RE-ZONE PETITION – COMMISSIONERS
County Planner Garth Day said the public hearing for the Smith re-zone petition in Mantua was set for March 1; however, it was not properly noticed, and we are working on a legal description to get it done so we need to reschedule that public hearing.
MOTION: A motion was made
by Commissioner Rees to reschedule the
public hearing for the Smith Re-Zone Petition to March 22 at 10:00 a.m. The motion was seconded by Commissioner Davis and unanimously carried.
APPROVAL OF 4TH
AMENDMENT TO LEASE AGREEMENT WITH AVALON HEALTH CARE – GARTH DAY
County Planner Garth Day said the County has been negotiating the amendment to the current lease with Avalon Health Care, Inc. The lease comes in two parts. The first is the underlying lease, the amendments and extension of the current lease for a time period. The second part is the option for Avalon to purchase the nursing home. In the agreement is a process to determine the fair-market value, and also a way of structuring the purchase to get it executed within about one year of when the fair-market value is established.
Randy Kirton,
Chairman of Heritage Management Inc., said the number one concern that the
Commissioners have is the people in this County being taken care of properly in
the nursing home and that there will be continuity. He said one of the key measures is the report with respect to the
annual inspection by the state that is mandated by the federal government. He said the survey they have received has
been excellent. The Health Department
told the Lt. Governor that Avalon was the best provider in the state. He said there is the question of whether or
not the County is being taken advantage of.
Mr. Kirton said when the County approached the Company 10 years ago, the
County was paying somewhere in six figures annually out of their budget for the
operations. That was reversed when they
started receiving lease payments from Avalon.
Avalon turned the nursing home from a budget deficit to a revenue
source. About four years ago, the
numbers fell dramatically. The state census fell from over 90% to 71% and
currently it is about 75% on an average.
Mr. Kirton thanked the County for adjusting the lease payment. He said there has been a rather unusual partnership
between the County and Avalon in trying to get through a rocky period. Mr. Kirton said there has been discussion
about the length and term of the lease.
He said the original lease says that Avalon will have the right to
extend to five years. He said they
explained to the Commissioners that they do have the right to extend for five
years, but that they have been losing money for the last two years. While the County has not had as much revenue
as the original lease, they have had the benefit of several hundreds of
thousands of dollars that they have brought from the Company and put into the
operations here in the County. He is
grateful to the Commissioners for the adjustment they have made with Avalon. He hopes that the County might be grateful
for the adjustments that they have made by bringing revenue into the County to
keep the operation running during a period of adjustment. He said that would give you some sense of
the way in which the terms of the agreement have been put together. The agreement says they must use all of
their efforts to begin immediately to exercise the option. They would immediately have the property
appraised and will immediately give the County that appraisal. If that is not acceptable, the County will
be able to use their own appraisal. This is commercially acceptable and a way
to resolve the purchase price. He said
any rumor that they are trying to take advantage of the County could be put to
rest. He said it would be difficult for
appraisers to come up with a price. He
does not know of any facility in the state that has changed hands in the last
four years because of this period of adjustment. The appraisers that will work on this will have some challenges
in finding a comparable sale. He said
Avalon will not wait at all for the actual price of the appraisal, but will
begin immediately with the HUD process.
He said the normal HUD process takes about a year. The option has been driven more by the
reality of the HUD processing time, not a time for the purchaser to drag his
feet. Mr. Kirton said he has heard that
the direction of HUD is to process more loans than what they have currently
processed. HUD will probably process as
much or more than they have done historically.
Mr. Kirton said as
you review the document, we had Company Attorney Victor Taylor put it together
sensitive to the processing requirements of HUD; that is not intended in any
way to take advantage of the County. He
believes this is an excellent opportunity for the County to be able to say to
the constituents, we are assured we will get a fair price because of the
appraisals and the subsidies the provider has been providing over the last 10
years. The biggest challenge Avalon has
had is getting the mind of the Commission with respect to a purchase price and
putting an appraisal together. They
will try to work as expeditiously as they can. Mr. Kirton said they have earned
the right with the dollars they have brought into the County. As a lessor the County is entitled to see
our financial statements that have been provided. The Commission has evidence of the money that we have brought
into the County. Avalon said they would
proceed as expeditiously as possible with the appraisal price. Mr. Kirton said if we were asked to go from
month-to-month or only for a year, Avalon will not place themselves in a
position after all they have been through to become the “whipping boy”. He said they want to be fair and move
forward. There are only two counties left in the state with nursing homes.
Randy Kirton said
the county development officer is professional and accurate and has some of the
same frustrations that they do in terms of knowing which commissioner is on
which base. He appreciates the
opportunity of working with Garth Day.
Commissioner Davis
understands the frustration of Avalon. Commissioner Davis said the
Commissioners are also a little frustrated in terms of the process as well
because the only way they act as a Commission is if they act together. He said if we act individually, we don’t
represent the Commission, or the public; we represent our personal thought
process. He knows that has been a
frustration to Avalon. He said until we
are together acting as a body, nothing is validated; nothing is approved unless
it comes across the table. The purpose
of the Commission being together today is to try to ask those questions and
receive the response.
Commissioner Davis
informed Avalon that he received the document last night and the other two
Commissioners received their copy this morning. Commissioner Davis said he did not think we were extending the
agreement for five years. We are trying
to review it over the next twelve months. He said that instead of having a
floor on the 50 beds that we allow Avalon to go to the actual census and we use
the monthly per capita amount. He
thought we were still in the discussion phase, and the process was that we
would try over the next twelve months to work towards a purchase. Commissioner
Davis thought we were not extending it and trying to expeditiously complete a
purchase in a logical fashion, and that we were extending it for twelve
months. When he saw the five-year
extension, he was confused.
Schuyler
Hollingsworth, Company Treasurer, said what we are doing will probably take 90
days to order the appraisal. He said
they do not have a problem with paying the $100,000 upfront instead of $50,000
upfront and $50,000 later. Mr.
Hollingsworth said the term
“performance deposit” was used to make the HUD processing easier than if
it was referred to as “earnest money”.
He said it is going to happen, and if Avalon does not perform, that is
their risk.
Commissioner Hansen
asked if there is a Utah qualified MAI in the nursing home area of
expertise. Randy Kirton said there
is. Mr. Kirton said they could bring
someone in from out-of-state that has done a lot of nursing home
appraisals. Commissioner Hansen said he
tends to ask a lot of questions. He would rather over communicate than under
communicate. He asked them to not take
any reaction to any question he poses.
He is just seeking information.
He said something in his mind flips and all of a sudden he completely
understands it, and when he does, he makes almost no mistakes.
Commissioner Rees
feels what has come forth in these amendments has been very self-explanatory,
and when she was chair she asked Garth Day if he would serve as the County’s
representative. She has worked with Garth and Avalon and feels that they have
been very amiable and easy to work with, and she doesn’t have any questions.
Avalon appreciates
the County and their relationship over the years.
Commissioner Rees
said the nursing home was built in the 60’s and it needs to be updated and
brought up-to-speed, and times change and things change.
Avalon feels the
market is firming up in a number of different places. Randy said they put about $150,000 of improvements into the
building about 10 years ago, and it will take substantially more now.
Schuyler
Hollingsworth has had quite a lot of experience with HUD loans. He explained
how the appraisal would be done. He
said they will look at four-bed wards that need to be updated, and they will be
interested in modernizing the facility and reducing the number of beds. They will take all that into consideration
when they do the evaluation as well as how much money they will dedicate to the
refurbishment of the building.
Commissioner Davis
would like the security deposit to be $100,000 on the front end.
Avalon assured the
Commissioners that they would not walk away from the deal if HUD did not
finance because they will have $100,000 of their money in it. They would seek other financing.
They assured the
Commissioners that they would perform.
Commissioner Davis
asked for time until next week to finalize the agreement and give the
Commissioners an opportunity to review it and then bring it back to the table
next week.
Garth Day said
issues raised were: changing the two
six-month periods of $50,000 to $100,000 upfront and still having the 12-month
period and a title report to list the exceptions upfront so there are not
problems at the closing.
Attorney Victor
Taylor said a title company was contacted today to have them generate a title
report. He feels they will be able to
reach that before next week, and he can get it to Garth Day and to
counsel.
Roger Handy said it
is important that the Commission gets legal opinions that say the County does
not need to get competitive bids because of the relationship with Avalon.
PERSONNEL
DISBURSEMENTOF INELIGIBLE RETIREMENT BENEFITS – PEGGY MADSEN
Personnel Director Peggy Madsen said they have the information back from the State Retirement on contributions sent that were not eligible. The Retirement Office has sent the money back, and the money was put into the Treasurer’s Trust until the County decides what to do with the money. Ms. Madsen recommended giving it to the person that the County sent retirement in for because it was money contributed for that person.
MOTION: A motion was made by Commissioner Davis to authorize County Auditor Roger Handy to
get with Fred Burr to figure out what the appropriate distribution is as far as
the coding and that we approve this refund to be distributed to the
retiree. The motion was seconded by Commissioner Rees and unanimously carried.
RESOLUTION 05-03,
ADOPTING FEES FOR RECORDER/CLERK DEPARTMENT – LUANN ADAMS
MOTION: A motion was made by Commissioner Rees to adopt Resolution 05-03, a resolution
adopting fees for the Recorder/Clerk’s Office.
The motion was seconded by Commissioner
Davis and unanimously carried.
(See Attachment No.
02 – Resolution 05-03.)
RESOLUTION – 05-04,
ADOPTION FEES FOR SURVEYOR’S OFFICE – LUANN ADAMS
MOTION: A motion was made by Commissioner Rees to adopt Resolution 05-04, a resolution
adopting fees for the Surveyor’s Office.
The motion was seconded by Commissioner
Davis and unanimously carried.
(See Attachment No.
03 – Resolution 05-04.)
RECESS
The Commissioners took a recess at 10:47 a.m. and reconvened at 10:57 a.m.
WARRANT REGISTER –
COMMISSIONERS
The warrant
register was signed, and the following claims were approved for payment: Claims number 35916 thru 35942 in the amount
of $306,712.07. Claims number 35943 thru 36050 in the amount of $84,891.86.
PERSONNEL ACTIONS –
COMMISSIONERS
SHERIFF/CORR: Monica Y. DeCarlo, compensation
change, effective 02-23-2005
EXECUTIVE SESSION
1. Strategy session
for “imminent” litigation.
2. Strategy session to
discuss the purchase, exchange, or lease of real property when public
discussion of the transaction would disclose the appraisal or estimated value
or the property under consideration or prevent the public body from completing
the transaction on the best possible terms.
MOTION: At 10:58 a.m. a
motion was made by Commissioner Davis
to move into an executive session to discuss imminent litigation and to discuss
the purchase, exchange, or lease of real property. The motion was seconded by Commissioner
Rees and unanimously carried.
MOTION: At 11:05 a.m. a motion was made by Commissioner Rees to reconvene into regular
Commission Meeting. Commissioner Davis seconded the motion, and
regular Commission Meeting was reconvened.
Chairman Hansen
explained that imminent litigation was discussed during the executive session
but there was no discussion on the purchase, exchange, or lease of real
property.
ADJOURNMENT
A motion was made
by Commissioner Rees to adjourn. Commissioner
Davis seconded the motion, and the meeting adjourned at 11:06 a.m.
ADOPTED AND
APPROVED
in regular session this 22 day of February 2005.
_______________________________
Scott Hansen,
Chairman
_______________________________
Clark N. Davis,
Commissioner
_______________________________
Suzanne R. Rees,
Commissioner
ATTEST:
_________________________________
LuAnn Adams,
Recorder/Clerk/Surveyor
The following items
were discussed in Work Session after Commission Meeting had adjourned:
1. Personnel Issues
The Work Session
adjourned at 11:39 a.m.