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HomeMy WebLinkAboutCounty Board of Supervisors - Minutes - 8/9/2017172 Minutes of the “Special” Bayfield County Board of Supervisors’ Meeting with Northern Lights August 9, 2017 – 4:00 p.m. Bayfield County Board Room, Courthouse, Washburn, Wisconsin The Bayfield County Board of Supervisors’ meeting was called to order by Chairman Pocernich at 4:00 p.m. A roll call was taken by Scott Fibert, County Clerk, as follows: Maki-absent; Oswald-present; Silbert-present; Pocernich-present; Strand-present; Williams-absent; Coughtry-absent; Miller-present; Crandall-present; Rondeau-present; Goodwin-absent; Bussey-present; Fickbohm-present. Total 13: 9 present, 4 absent. A quorum was present to conduct business. The following were also present for this evening’s meeting: Mark Abeles-Allison, County Administrator; Dawn M. Bellile, Deputy County Clerk; Jennifer Augustine, Northern Lights Administrator; Karen Crowell, Representing the Northern Lights Board; and John Carlson, Corporation Counsel. The Pledge of Allegiance was recited by all in attendance. 1. Public Comment. None 2. Bayfield County Resolution No. 2017-45, Resolution of the Board of Supervisors of Bayfield County, WI, Approving Execution of an Amended and Restated Lease Agreement with Northern Lights Services, Inc. Abeles-Allison introduced John Carlson, Corporation Counsel, Jennifer Augustine, Northern Lights’ Administrator, and Karen Crowell, Northern Lights Board member; and turned the meeting over to Carlson who explained to the Board the many issues that have been talked about over the past few weeks to get to the point we are at this evening. Supervisor Coughtry arrived at 4:34 p.m. Carlson went over the provisions of the Resolution discussing the length of the lease, payment schedule, etc. Discussion also took place on the fact that a provision was put in the agreement in case of a default whereby the license would be turned over to Bayfield County. The default process is lengthy and is listed in the MOU. The Board dispensed with the reading of the Resolution, which reads as follows: WHEREAS, Bayfield County, Wisconsin (the “County”), as lessor, and Northern Lights Services, Inc. (the “Corporation”), as lessee, entered into an Amended and Restated Lease Agreement dated December 5, 2007 (the “2007 Lease”) for the lease of real property relating to the Northern Lights Health Care Center; and WHEREAS, the County and the Corporation desire that the County refinance its $5,910,000 General Obligation Bonds, Series 2007 (Northern Lights Services, Inc. Project) dated December 5, 2007 to provide a reduction in debt service costs; and WHEREAS, due to the financial condition of the Corporation, the Corporation desires to extend the lease term and reduce the annual lease rental payments; and 173 WHEREAS, the terms and conditions for amending the 2007 Lease are set forth in the Amended and Restated Lease Agreement between the County, as lessor, and the Corporation, as lessee (the “Lease Agreement”), the form of which is on file in the office of the County Administrator. NOW, THEREFORE, BE IT RESOLVED: 1. The Board of Supervisors hereby approves amending and restating the 2007 Lease, all in accordance with the terms, conditions and restrictions set forth in the Lease Agreement. 2. The form of Lease Agreement, as presented to the Board of Supervisors, is hereby approved with such insubstantial changes as are necessary in the opinion of the Chairperson and the County Clerk, without further act or authorization. The Chairperson and the County Clerk are authorized and directed in the name and on behalf of the County to execute the Lease Agreement and such other documents, instruments or certificates as are deemed necessary or desirable by counsel for the County to complete the transaction. Adopted: August 9, 2017. By Action of the BAYFIELD COUNTY BOARD OF SUPERVISORS Dennis M. Pocernich, Chair A motion was made by Crandall/Bussey to adopt Bayfield County Resolution No. 2017-45, Resolution of the Board of Supervisors of Bayfield County, Wisconsin, Approving Execution of an Amended and Restated Lease Agreement with Northern Lights Services, Inc. A roll call vote was taken as follows: Oswald-yes; Silbert- yes; Pocernich-yes; Strand-yes; Williams-absent; Coughtry-yes; Miller-yes; Crandall-yes; Rondeau-yes; Goodwin-absent; Bussey-yes; Fickbohm-yes; Maki- absent. Total 13: 10 yes, 0 no, 3 absent. The motion carried. 3. Discussion and Possible Action Regarding Bayfield County and Northern Lights 2017 Memorandum of Understanding. Carlson went over the Memorandum of Understanding with the Board item by item discussing and critiquing each item. The MOU is as follows with the revisions made to it: BAYFIELD COUNTY AND NORTHERN LIGHTS 2017 MEMORANDUM OF UNDERSTANDING WHEREAS, Bayfield County owns the real estate where Northern Lights Services, Inc. (hereinafter “Northern Lights”), is a non-profit entity, that operates a provides critical services to residents of Bayfield County and the surrounding area including 24- hour skilled nursing care, memory care assisted living, comprehensive rehabilitation services and home health care; 174 WHEREAS, over the past several years, Bayfield County has provided various financial assistance to Northern Lights to enable it to grow and continue operations; WHEREAS, the present financial circumstances of Northern Lights requires Bayfield County and Northern Lights to make certain agreements to enable Northern Lights to continue to provide services; NOW THEREFORE, the parties agree as follows: 1. Contemporaneously with this Agreement the parties shall enter into an Amended and Restated Lease Agreement. 2. The real estate legally described in Exhibit A that is attached hereto, shall be deeded by Northern Lights to Bayfield County and Bayfield County and Bayfield County shall release Northern Lights from the Promissory Note dated November 19, 2012. In the event a Transfer Fee is owed, Northern Lights shall pay the Transfer Fee. 3. Bayfield County will continue to act as a guarantor for the $200,000 line of credit by executing an Assignment of Deposit Account for a period of at least 10 years so long as Northern Lights is not in default with its lease with Bayfield County. 4. Bayfield County will continue to act as a guarantor for the $72,000 line of credit for unemployment reserve fund by executing an Assignment of Deposit Account for a period of at least 10 years so long as Northern Lights is not in default with its lease with Bayfield County. 5. Northern Lights’ By-Laws will be amended to permit up to three Bayfield County designees to attend all board meetings involving both open and closed matters. Notices and materials provided to the Northern Lights Board members shall also be provided to the Bayfield County designees. Bayfield County designees shall not have voting or other decision-making authority on behalf of Northern Lights. 6. Upon the approval and execution of this agreement, all aspects in which Northern Lights may have defaulted on the 2007 Lease shall be deemed remedied. 7. In the event Bayfield County and/or Northern Lights desires to transfer the ownership of the nursing home license from Northern Lights to Bayfield County, the parties agree to review, in good faith, the financial consequences of the transfer of the license from Northern Lights to Bayfield County. 8. If Northern Lights defaults on its obligations to the County under this agreement or its lease with the County, Northern Lights shall cooperate with the license transfer to Bayfield County as allowed by the state. 9. Northern Lights shall provide monthly financial reports in accordance with Section 7.08 of the Lease Agreement to the Bayfield County Administrator and the Bayfield County designees, and make quarterly reports to the County Executive Committee. 175 Dated this ___ day of August 2017. Northern Lights Services, Inc. By: ________________ Its President By: ________________Its Secretary Dated this ___ day of August 2017. Bayfield County By: Dennis Pocernich, Its Chairman By: Scott Fibert, Its Clerk A motion was made by Bussey/Silbert to approve the Memorandum of Understanding with proposed language from Attorney Carlson in Item 5, in Item 8, Correction in Item 4 and doing away with the blocked-out wording in Item 8, and wording Item to Board’s designees (all as written above). An amendment was made to the motion by Bussey/Miller to insert at the end of Items 3 and 4 the wording, “for a period of at least 10 years so long as Northern Lights is not in default with its lease with Bayfield County.” Discussion took place. A roll call vote on the amendment to the original motion was taken as follows: Silbert-yes; Pocernich-yes; Strand-yes; Williams-absent; Coughtry-yes; Miller-yes; 176 Crandall-yes; Rondeau-yes; Goodwin-absent; Bussey-yes; Fickbohm-yes; Maki- absent; Oswald-yes. Total 13: 10 yes, 0 no, 3 absent. The motion carried. A roll call vote on the original motion was taken as follows: Pocernich-yes; Strand-yes; Williams-absent; Coughtry-yes; Miller-yes; Crandall-yes; Rondeau-yes; Goodwin-absent; Bussey-yes; Fickbohm-yes; Maki-absent; Oswald-yes; Silbert-yes. Total 13: 10 yes, 0 no, 3 absent. The motion carried. There being no further business to come before the Bayfield county Board of Supervisors, Chairman Pocernich adjourned the meeting at 5:07 p.m. Respectfully submitted, Scott S. Fibert, Bayfield County Clerk SSF/dmb