Health and the Medical Center

MINUTES, July 22, 1997

 

 

MEMBERS:

Andrea Stewart-Cousins (Chair), Ursula La Motte, Sue Swanson, Lois Bronz

 

 

LEGISLATOR(S):

Kay Carsky, Bob Darcy

 

STAFF:

Dolores Heredia, Gary Kriss, Donald Sandford

 

GUEST(S):

Valerie Goldstein (WCHD), JoAnn Month (LWV), Tami Altschillter (Cty. Atty. Office), Fred Miller (WCMC), Greg Meehan (Cty. Atty. Office), Ed Stolzenberg (Commissioner, WCMC), George Reed, M.D. (WCMC), Marilyn Slaatten (Cty. Atty.), Matthews Leeds (Guest), Mark Tulis (WCMC - Board), Jane Milazzo (RN at WCMC), Eileen Letzeiser, (WCMC - NYSNA), Jo Brill (WCHCC), Amy Paulin (WWA).

 

 

The meeting commenced at 1:05 PM. Leg. Stewart-Cousins adjourned the committee’s regular business to discuss the proposed Operating Agreement.

 

Greg Meehan and Fred Miller began the discussions. Mr. Meehan stated that the newly constituted Board of the PBC met and this Board adopted the mission statement.

 

 

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Next, Mr. Meehan proceeded to discuss each article of the Agreement.

 

Article I. Comprises definitions of the agreement.

 

Article II. Defines the mutual obligations of both parties.

 

Article III. Term and Termination. Discusses the initial term of six

years with an automatic first renewal term of ten years based on modified terms negotiated by the parties or determined by arbitration. In addition, there is a termination clause of 6 months.

 

Article IV. Financial Support. This article addresses the amount the

County will pay to the Corporation, and defines the methodology for determining the cost of services in subsequent years.

 

Article V. Additional Programs and Services. This article is consistent

with the Board’s resolution, that new or additional health care services be provided upon payment of full net costs. In the subsequent years the County will identify the services that it wishes for its residents and the corporation will produce data on the net cost of those operations. The County and the Corporation will agree on a number. If both parties cannot agree that number will be submitted to arbitration.

 

Discussion of the April 1st audit date also ensued. Leg. Swanson asked whether the audited amount would be a one line item in the budget. Mr. Miller stated that in the first year it is one line but in the second year it is a service by service line item.

 

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Article VI. Access to County Capital Financing. This article is

consistent with Section 12 of the Resolution. The County will provide capital financing in somewhat of the same manner as it is done today. In addition, a cash advance may be approved after the adoption of a bond but prior to the actual sales of the bonds.

 

Article VII, Article VIII and Article X. Accounts Receivable, Accounts

Payable and Close of Books. Under these provisions there is a winddown of the operations of the Department of Hospitals and a new start up of the Corporation rather than a transfer of accounts. The Corporation will turn over documents to the Department of Finance on a weekly basis. The accounts payable at the end of the year will be less than the accounts receivable. Due to this method, the Corporation starts clean but they start without any money. The Corporation will seek to attain a line of credit, and the County will guarantee the line of credit. In addition, during the second 6 months of the year, after the county has received 60 percent of the taxes, the Corporation can borrow from the county for working capital purposes. The concept behind this method is to reduce the interest cost by keeping it between the two entities. Ms. Slaatten stated that the County is not obligated to do same, but most probably the Corporation will ask.

 

Article IX. Working Capital. The Corporation will obtain a revolving

line of credit from a commercial bank for up to 120 days of working capital. The County will guarantee the line of credit.

 

 

 

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Article XI and XII. Transfer of 6-J Workers’ Compensation Reserve

Fund, and Transfer of 6-N Reserve Fund. The corporation will assume all liabilities and obligations as directed by the Board’s resolution.

 

Article XIII. Transfer of equipment. Supplies, materials, medical

machinery and automobiles are transferable with two restrictions: 1. tax-exempt debt for private use cannot be applied for public; 2. if any piece of equipment, with a value of $25,000 or more, is no longer valid the Corporation will contact the County and ask whether they should tender that piece back. If the County does not accept the item, the Corporation can then dispose of it. This would not apply to trade-ins.

 

Article XIV. Transfer of Accounts. All of the existing accounts in the

enterprise fund are transferred to the Corporation.

 

Article XV. Assignment of Contracts. Existing contracts for the

department of hospitals will be assigned. These contracts are in the process of being reviewed.

 

Article XVI. Oversight Committee. The Oversight Committee’s

purpose is to resolve issues before they become disputes and find out if there is any aspect of this transaction that is not working. (from section 3 of the Bol’s resolution) Leg. Stewart-Cousins questioned whether these recommendations were binding. Mr. Meehan answered, No. Ms. Slaatten stated this is a way to work out issues before they become problems.

 

 

 

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Article XVII. Tax Covenants.

 

Article XVIII. Retirement Payments.

 

Article XIX . Agreement Executory. This is a boiler plate provision

that this agreement is executory pending appropriation of funds for 1998.

 

Article XX. Reporting.

 

Article XXI. Arbitration. Each party appoints an arbitrator. If both

parties cannot solve a problem, they appoint a third arbitrator. Each party pays the cost of its own arbitrator and splits the cost of the third. The arbitrators ruling is binding.

 

Article XXII. Unavoidable Delay. This is a standard "Force Majuere"

clause that extends time for either party if events beyond their control occur.

 

Article XXIII. Reciprocal Indemnity. Each party is liable to defend itself

and indemnifies the other for its own negligence.

 

Article XXIV. Non-discrimination clause.

 

Article. XXV. Notices.

 

Article XXVI. Miscellaneous Provisions. Miscellaneous boiler plate provisions.

 

Leg. La Motte questioned the ownership of the bonds. Mr. Meehan stated that the ownership of bonds always remain with the County. Leg. Darcy had a concern with capital financing since there is no provision that the Board can approve the capital financing of bonds the Corporation acquires from others. Mr. Tulis stated that there are

 

 

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checks and balances on both sides where the Corporation will not be able to take debt from the County and then go to the outside market and take more debt.

 

Next, a brief overview of the lease portion was given. The Committee will continue to discuss this matter at its next meeting. Leg. Stewart-Cousins is sending a letter to all legislators asking them to submit their questions or comments before August 1, 1997.

 

 

Leg. La Motte moved to adjourn, seconded by Leg. Bronz. All in favor [4-0]. The meeting ended at 2:30 PM.

 

 

(A taped copy of this meeting is on file)