MINUTES OF A SPECIAL BOARD MEETING OF
THE BOARD OF MANAGERS OF
THE WALKER COUNTY HOSPITAL DISTRICT
January 09, 2018
STATE OF TEXAS X
COUNTY OF WALKER X
The Board of Managers of the Walker County Hospital District, Walker County, Texas met in a special board meeting, open to the public, Tuesday, January 09, 2018, at 12:30 p.m. at the First National Bank Building (Walker County Hospital District Business Office) 5th Floor and Blalock Room 6th Floor, Huntsville, Texas.
Members of the Board present included:
Chairman, Anne Woodard
Vice Chairman, Judy Emmett
Secretary, Jerry Larrison
Manager, Curtis Montgomery
Manager, David Toronjo
Also in attendance were: Keli Molina, WCHD Administrative Assistant and numerous guest on our sign in sheet.
Agenda Item #1: Call meeting to order.
Chairman Woodard called the meeting to order at 12:35 p.m.
EXECUTIVE SESSION: The Board of Managers will convene in Closed Session as authorized by Texas Government Code Section 551.071, Consultation with the District’s Attorneys for review and discussion regarding Agenda Items #2, 3 and 4.
Agenda Item #2: Consider and act upon Resolution directing the Chairman of the Board of Managers of the Walker County Hospital District (hereinafter “District”) to deliver a ninety (90) day written termination notice letter (the “Termination Notice”) giving notice to Walker County Hospital Corporation d/b/a Huntsville Memorial Hospital (hereinafter “Corporation”), of certain breaches and that unless the breaches are cured, the Lease and Operating Agreements dated June 13, 2013 (as amended, extended and/or revised, (hereinafter the “Agreements”), by and between the District and the Corporation, will be terminated 90 days from the date of the Termination Notice.
Dr. Toronjo made a motion the to approve the Resolution directing the Chairman of the Board of Managers of the Walker County Hospital District (hereinafter “District”) to deliver a ninety (90) day written termination notice letter (the “Termination Notice”) giving notice to Walker County Hospital Corporation d/b/a Huntsville Memorial Hospital (hereinafter “Corporation”), of certain breaches and that unless the breaches are cured, the Lease and Operating Agreements dated June 13, 2013 (as amended, extended and/or revised, (hereinafter the “Agreements”), by and between the District and the Corporation, will be terminated 90 days from the date of the Termination Notice. Judy Emmett made a second to the motion. The motion passed by 3-2 with Mr. Larrison against and Dr. Montgomery abstaining.
Agenda Item #3: Consider and act upon Resolution directing the Chairman of the Board of Managers of the District to deliver a 365 day written Termination Notice giving written notice to the Corporation of the termination of the Lease and Operating Agreement 365 days from the notice as provided in the Lease and Operating Agreement, outlined in the Termination Notice.
Mrs. Emmett made the motion for no action taken upon the Resolution directing the Chairman of the Board of Managers of the District to deliver a 365 day written Termination Notice giving written notice to the Corporation of the termination of the Lease and Operating Agreement 365 days from the notice as provided in the Lease and Operating Agreement, outlined in the Termination Notice. Mr. Larrison made a second to the motion. The motion carried by unanimous vote.
Agenda Item #4: Consider and act upon Resolution that provides that notwithstanding the 90 day notice period and the 365 day notice period, the District will reserve in said Termination Notices, all rights and remedies under the terms of the Lease and Operating Agreements being terminated, including without limitation, the right to terminate under other provisions in the Lease and Operating Agreements that would accelerate the effective date of the termination of each of the Lease and Operating Agreements to be provided in the Termination Notices.
Mr. Larrison made a motion to approve the Resolution that provides that notwithstanding the 90 day notice period the District will reserve in said Termination Notices, all rights and remedies under the terms of the Lease and Operating Agreements being terminated, including without limitation, the right to terminate under other provisions in the Lease and Operating Agreements that would accelerate the effective date of the termination of each of the Lease and Operating Agreements to be provided in the Termination Notices. Judy Emmett made a second to the motion. The motion passed 4-1 with Dr. Montgomery abstaining.
Agenda Item #5: Authorize the Chairman of the Board of Managers to begin the process of hiring a part-time administrator to assist the Board Managers in connection with its duties and responsibilities and to begin advertising the availability of the position and to conduct the interviewing process with a view to hiring a qualified candidate to fill the position with a salary to be determined by the Board of Managers dependent upon the hours to be worked and the level of qualifications of the candidate.
Dr. Toronjo made a motion to Authorize the Chairman of the Board of Managers to begin the process of hiring a part-time administrator to assist the Board Managers in connection with its duties and responsibilities and to begin advertising the availability of the position and to conduct the interviewing process with a view to hiring a qualified candidate to fill the position with a salary to be determined by the Board of Managers dependent upon the hours to be worked and the level of qualifications of the candidate. Mr. Larrison made a second to the motion. The motion carried by unanimous vote.
Agenda Item #6: Discuss and act upon Resolution to place the 6.324 acres Old Huntsville Memorial Hospital campus (most recently the Ella Smither Geriatric Center) on Avenue O on the market for sale “AS IS” by the Sealed Bid procedure authorized by Section 272 of the Texas Local Government Code for political subdivisions other than Counties and Cities and to discuss and approve a Bid Package providing for Bid Terms and procedures for distribution to potential bidders;
Mr. Larrison made a motion to pass the Resolution to place the 6.324 acres Old Huntsville Memorial Hospital campus (most recently the Ella Smither Geriatric Center) on Avenue O on the market for sale “AS IS” by the Sealed Bid procedure authorized by Section 272 of the Texas Local Government Code for political subdivisions other than Counties and Cities and to discuss and approve a Bid Package providing for Bid Terms and procedures for distribution to potential bidders. Mrs. Emmett made a second to the motion. The motion carried by unanimous vote.
Agenda Item #7: To discuss and approve a Minimum Bid Price and the deadline for and manner for the taking of Sealed Bids, the time, date, location and manager for receiving the sealed bids and the procedures and dates for filing and opening such bids in conformity with Bid Package; and
Mrs. Emmett made a motion to approve a Minimum Bid Price of $2,000,000.00 (two million dollars) and the deadline for and manner for the taking of Sealed Bids, the time, date, location and manager for receiving the sealed bids and the procedures and dates for filing and opening such bids in conformity with Bid Package. Mr. Larrison made a second to the motion. The motion carried by unanimous vote.
Agenda Item #8: To discuss and act upon the language for the Public Notice to be published in the Huntsville Item at least two (2) times, with said bid process and sale not be completed within 14 days of the last published (2nd) Notice; and to discuss and act upon Resolution setting the terms of the acceptance of the bid selected and the sale and conveyance to be consummated, all as provided in said bid package.
Chairman Woodard made a motion to approve and act upon the language for the Public Notice to be published in the Huntsville Item at least two (2) times, with said bid process and sale not be completed within 14 days of the last published (2nd) Notice; and to discuss and act upon Resolution setting the terms of the acceptance of the bid selected and the sale and conveyance to be consummated, all as provided in said bid package. Mr. Larrison made a second to the motion. The motion carried by unanimous vote.
Agenda Item #9: To consider and act upon second offer by the City of Huntsville to purchase the entire 6.324 acre campus “AS IS” of the old Huntsville Memorial Hospital property located on Avenue O in Huntsville, most recently known as the Ella Smither Geriatric Center, such offer made pursuant to Texas Local Government Code Section 272.001(b)(5), which provisions authorize the sale by certain political entities to other political subdivisions of the State of Texas without the Sealed Bid and Public Notice publication procedure being required, and Texas Special District’s Code Section 111.112, which authorizes the District to sell or otherwise dispose of any property on terms the Board finds that is in the District’s best interest.
Mrs. Emmett made the motion for no action taken upon the second offer by the City of Huntsville to purchase the entire 6.324 acre campus “AS IS” of the old Huntsville Memorial Hospital property located on Avenue O in Huntsville, most recently known as the Ella Smither Geriatric Center, such offer made pursuant to Texas Local Government Code Section 272.001(b)(5), which provisions authorize the sale by certain political entities to other political subdivisions of the State of Texas without the Sealed Bid and Public Notice publication procedure being required, and Texas Special District’s Code Section 111.112, which authorizes the District to sell or otherwise dispose of any property on terms the Board finds that is in the District’s best interest. Dr. Toronjo made a second to the motion. The motion carried by unanimous vote.
Agenda Item #10: Adjourn meeting at 3:10 p.m.
_________________________________________
Anne Woodard, Chairman
Walker County Hospital District
{Seal}
Attest: _____________________________
Jerry Larrison, Secretary
Walker County Hospital District