01/18/1982 - Specialr
I
C ARWAT R
i
HEALTH
FACILITIES
AUTHORITY
MINUTES
Date
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CLEARWATER HEALTH FACILITIES AUTHORITY
: Agenda = January 18, 1982
4.00 P.M.
1. Call to Order
'2. Approval of Minutes
3. . a. 'Consideration of application fee to be
paid.by,Morton F. Plant Hospital Association,
Inc.
b. Consideration of Bond Resolution and draft
documents relating to Morton F. Plant
Hospital Association, inc. bond issue.
4. Selection of next meeting date and t ime
5. Adjournment
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CLURWATBR HEALTH FACY rfm AUTHORITY MBRTNG
January 18, 1982
The City of Clearwater Health Facilities Authority met in a special
session in the Mayor's Conference Room, City Hall on Monday, January 18,
1982.
The following members were present:
C. J. Wollett
George Bouse
Ruth Condon
Frank George
Clinton Holden
Also present were:
Chairman
Vice-Chairman
John Gray Morton Plant Hospital Administrator
Emil Marquardt, Jr. Morton Plant Hospital Counsel
Thomas Bustin City Attorney
Lucille Williams City Clerk
The meeting was called to order at 4:03 p.m. by Chairman C. J.
Wollett. He presented the minutes of the November 17, 1981, meeting which
" had been mailed to the members of the Authority. Upon hearing no
corrections or additions, he declared the minutes approved.
3'Yf3l1 #3 - H?xa?neas.
The Chairman reported this special meeting had been called at the
request of Morton Plant Hospital.
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Mr. Marquardt stated the purpose of the meeting was to consider
approval of a loan from the First National Bank of- Clearwater to the
Authority for the benefit of the Hospital. The Hospital is in need of
three pieces of equipment valued at approximately one million eight hundred
thousand dollars ($9,800,000). Certificates of need are in hand for two
pieces of equipment ;and verbal approval has been given on the third piece.
The bank has proposed a loan to be paid over a five year period, at 12j%,
with equal payments of approximately $40,000 per month. There will be no
pre-payment penalty and no fees. The Authority will not be obligated for
any expenses whatsoever. Trustees of the bank will handle all financial
matters.
He stated the firm of Foley, Lardner and Slade will be Bond Counsel,
with Gerald Neal, as their Tampa Office representative. The firm is highly
recommended and of national prominence. Mr Neal prepared the documents and
provided copies prior to the meeting to the Authority members. Mr.
Marquardt assured the Authority members they,had no personal responsibility
and the hospital was responsible for repayment of the loan.
John Gray reviewed the hospital's needs for the three pieces of
equipment which are as follows:
(1) 18 MEV accelerator, for radiological treatment. $797,707
(2) A Honeywell computer $839,625
(3) A laboratory automated chemistry analyzer $226,000
for a total cost of $1,6b3,332
Mr. Marquardt reported if the Authority approves the loan the next
step will be to petition the court for validation of the bonds which is a
thirty (30) day process.
1.
January 18, 1982
Gerald Neal, Bond Counsel, reported on the procedures for this loan
agreement. It is a privately negotiated unsecured bond with no lion or
mortgage against the equipment, no lien on the facilities and no pledge of
gross revenue. The authority could require competitive bidding on the
issuance of the bonds, but he recommended the authority waive that
requirement and allow direct placement of the bonds with the local bank.
The hospital will be making monthly payments directly to the trustees of
the bank, who, in turn, will make the payments to the bond holders. The
authority will not be involved in the transmission of funds.
The City Attorney advised the Authority members to acquaint and assure
themselves of the need for the equipment, that the certificates of need
exist, and that they understand the financing plan.
Discussion ensued on exhibit A to the loan agreement, page XII-7. The
Bond Counsel stated the exhibit figures would be corrected. The City
Attorney requested an amendment to article 8, Indemnification, page VIII-1
to delete on line 30, "own negligence", and on line 31 "or", and again on
line 31, "or the negligence". Bond Counsel agreed to the deletion and page
XII-7 and VIII-1 will be corrected and inserted into the loan agreement.
The City Attorney reviewed article VII of the Trust Indenture by and
between the City of Clearwater Health Facilities Authority and the First
National Bank of Clearwater, which is a covenant and agreement of the
authority with the trustees and the holders of the bonds from time to time
outstanding and provides that the trustees meet all the obligations. There
is no personal liability to the Health Facility Authority. No other
governmental authority may levy any tax as the hospital will be repaying
the bonds from revenue and are solely responsible for the payments.
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Discussion ensued on the filing of forms, papers and reports required
by the Bond Financing Division of the Department of General Services of all
papers relating to the issuance of bonds and must be filed within 120 days
after validation of the loan agreement.
A letter dated January 13, 1982 addressed to the City of Clearwater
Health Facilities Authority and signed by Robert A. Burwell, Executive
Vice-President of the First National Bank of Clearwater, waa accepted for
the record as a disclosure statement of the bank relative to their position
in the matter. Bond Counsel reaffirmed that when the issue is sold it will
be a tax-exempt issue. The proposal for Bond Counsel services was
distributed to the members and calls for a flat fee of $10,000 plus
reimbursement of disbursements.
By unanimous consent the Board agreed to follow the fiscal year of the
City of Clearwater for their reports which runs from October 1st through
September 30th of the following year. A memorandum of compliance by the
City of Clearwater Health Facilities Authority with the Uniform Local
Government Financial Management and Recording Act was also distributed
listing the various reports and time frames for the filing.
Mr. Neal advised the board they may charge a fee to any applicant
requesting their assistance on a bond issue.
Mr. Marquardt reported the hospital and the bank are in agreement on
the terms of the proposal by the Bond Counsel. There is no obligation to
the authority to use the same Bond Counsel for future requests. However,
he is willing to serve and would submit a proposal. In response to a
question on the validation proceedings and the time frame involved, he
stated the closing would probably take place in mid-March.
Frank George, moved to approve
Slade to function as Bond Counsel
Authority for the $1,800,000 Morton
as set forth in the proposal,
disbursements. Clinton Holton
unanimously.
the appointment of Foley, Lardner and
for the Clearwater Health Facilities
Plant Hospital Bond Issue for the fee,
of $10,000 plus reimbursement of
seconded the motion which carried
2. January 18, 1982
? j
George Bouse - moved to pass and adopt Resolution 1-82, a Resolution
providing for the issuance of $1,800,000 revenue bonds by the city of
Clearwater Health Facilities Authority for the purpose of financing a part
of the cost of the acquisition and installation of new hospital equipment
facilities within the City of Clearwater, Florida, for Morton F. Plant
Hospital Association, Inc., providing for the rights of the holders of such
bonds, providing for the payment of such bonds, providing for the sale
thereof on a negotiated basis, and making certain other covenants and
agreements in connection with the issuance of such bands, and that the
appropriate officials be authorized to execute same. Ruth Condon seconded
the motion and the following vote was recorded:
Roll Call Aye Nay Absent
George B. Bouse, Jr. X
Frank M. George, Jr. X
Clinton B. Holden X
C. J. Wollett X
Ruth Condon X
Two certificates of need were received for the record, the third,
which has verbal approval, will be forwarded as soon as received.
Frank George moved to formally waive the requirements for competitive
bidding and to authorize the Bond Counsel to proceed. Clinton Holden
seconded the motion which carried unanimously.
By unanimous consent the Authority authorized the chairman and
secretary to meet with the hospital officials at the bank to sign the
necessary papers.
Mr. Marquardt reported on the public hearings now being held for a
hospital facility in the Countryside area.
Meeting adJourned at 5:44 p.m.
City. ;Glgpk as',Secretary
to '-the Authority
C irman.
?,, I,-.Lucille Williams, duly appointed City Clerk of the City of
?`?''?' Clearwater, Florida, certify the foregoing to be a true and correct copy of
the minutes of the January 18, 1982, meeting of the Clearwater Health
Facilities Authority, and all persons dealing with the Authority may rely
upon this certificate.
.Witn?ss my hand and the corporate seal pf the City of Clearwater
this )+? day of -u?, 1982. 1
Lucille Williams
City Clerk
3. January 18, 1982