MINUTES CALLED MEETING OF THE COLQUITT COUNTY BOARD OF COMMISSIONERS TUESDAY, MARCH20, 2018 5:00 o'clock p.m. CALL TO ORDER: The meeting was called to order at 5:00 p.m. by Chairman Terry R. Clark. The purpose of the called meeting was to preview upcoming agenda items and to discuss and/ or conduct any other county business deemed necessary. The meeting was duly called and advertised. PRESENT: Those present were Commissioners Marc DeMott, Al Whittington, Paul Nagy, and Johnny Hardin, Chairman Terry R. Clark, County Administrator Chas Cannon, and County Clerk Melissa Lawson. ALSO PRESENT: Finance Director David Zeanah, Human Resources Director John C. Peters, Solid Waste Manager Stacy Griffin, Road Superintendent Stan Kirksey, Maintenance Superintendent Mac Lawson, Representatives of Colquitt Regional Medical Center and the Hospital Authority of Colquitt County, Representatives of the Colquitt County Arts Center, and Moultrie Observer Reporter Alan Mauldin. ABSENT: Commissioner Chris Hunnicutt and County Attorney Lester M. Castellow. HOSPITAL AUTHORITY OF COLQUITT COUNTY: Jim Matney, CEO of Colquitt Regional Medical Center, addressed the board regarding bond financing to fund hospital infrastructure updates. Mr. Matney stated that the proposed updates would not be highly visible but would greatly update the infrastructure of the older building. APPROVAL TO AUTHORIZE CHAIRMAN TO EXECUTE RESOLUTION TO AUTHORIZE EXECUTION OF FIRST AMENDl\ffiNT CONTRACT: Commissioner Nagy made the motion to authorize Chairman Terry R. Clark to execute Resolution 2018-R-7, authorizing Chairman Clark to execute a first amendment contract between Colquitt County and the Hospital Authority to authorize such further actions as necessary in connection with the Authority's issuance and delivery of revenue anticipation certificates, Series 2018. Commissioner Hardin made a second. Those in favor were Commissioners Nagy, Hardin, Whittington, and Chairman Clark. Commissioner DeMott abstained. (Resolution 2018-R-7 is hereby made a portion of the minutes by reference thereto.) OPIOID LITIGATION - LAW FIRM OF BLASINGAME, BURCH, GERRARD & ASHLEY: Drew Hill of the law firm of Blasingame, Burch, Gerrard & Ashley addressed the Board regarding the ongoing opioid epidemic in the state and subsequent litigation against manufacturers of opioids. Mr. Hill noted that the state of Georgia ranked 11 111 in the nation in opioid overdoses.
March 20, 2018 Page 2 Mr. Hill stated that the purpose of litigation was to seek costs to assist counties in dealing with the opioid epidemic. Mr. Drew further stated that litigation was an opportunity for counties within the state to have a seat at the table when the cases get settled. Mr. Hill thanked the Board for the opportunity to speak with them. RECORDS MANAGEMENT SOFTWARE PRESENTATON: Mike Beaudreau, Account Executive with MCCi, addressed the Board regarding the records management software program LaserFiche. Mr. Beaudreau explained that the software program made documents searchable and retrievable, streamlining the overall process of maintaining county records. In closing, Mr. Beaudreau thanked the Board for the opportunity to present and stated that he would follow-up with a price quote. COLQUITT COUNTY ARTS CENTER: Connie Fritz, Executive Director of the Arts Center, addressed the Board regarding maintenance assistance for the facility. Mrs. Fritz stated that the Arts Center would soon celebrate its 100 111 anniversary and declared that her goal was to get the facility in better condition. Mrs. Fritz explained in detail programming and staff responsibilities as well as youth programs offered county wide by the Arts Center. Mrs. Fritz stated that the ultimate goal of the Arts Center was to provide Colquitt County with programs. As a result of the expense, Mrs. Fritz stated that little to no funding was available for maintenance. In closing, Mrs. Fritz stated that any assistance provided by the County would be deeply appreciated. At this time, board members and overall supporters of the Arts Center stressed the importance of the center to the community. MID - MONTH REVIEW: Mr. Cannon reviewed upcoming agenda items with the board: Invocation and Pledge of Allegiance - Mr. Cannon stated that the Invocation and Pledge of Allegiance would be led by Commissioner Marc DeMott. Citizens Having Business - Mr. Cannon noted that David Cass had requested to address the Board. In addition, Mr. Cannon noted that Melody Pierce, Executive Director of WorkSource Southwest Georgia, also requested to address the Board regarding an update on current programming activities.
March 20, 2018 Page 3 Approval of Incentive Formula for Economic Development - Mr. Cannon noted that the topic of an updated incentive formula had been recently discussed in several EDA meetings. Mr. Cannon noted that this would provide a baseline incentive level for prospective businesses. Mr. Cannon further noted that Darrell Moore, President of the Economic Development Authority, would be in attendance at the April 3'd work session to provide additional details. Approval of Plan Amendment to Employee Health Plan - Mr. Cannon presented an amendment to increase coverage from 60% to 80% after an employee's deductible is met for out of network ambulance services. Approval of Intergovernmental Agreement - Joint Development Authority - Mr. Cannon presented an Intergovernmental Agreement (IGA) that would allow county staff to conduct preliminary site preparation and grading on property owned by the Joint Development Authority. Mr. Cannon stated that the property would serve as an additional parking area for National Beef. Approval of Intergovernmental Agreement (IGA) - City of Moultrie - Mr. Cannon presented an Intergovernmental Agreement that would provide the city of Moultrie with county inmate details. Mr. Cannon noted that the agreement mirrored the one with the Hospital Authority and further noted that an additional IGA was expected from the city of Sylvester. Approval of Resolution to Update Road Inventory - Mr. Cannon stated that, per the request of the Georgia Department of Transportation (GDOT), a resolution would be presented officially naming Quincy Darbyshire Road so that it would be accepted into the county's road inventory. Upon approval by the Board, Mr. Cannon stated that the resolution would be forwarded to GDOT. Approval of Request for Proposal for Lawn Services - Mr. Cannon stated that bids had recently been solicited regarding county lawn care maintenance and had been separated into highly trafficked areas and lower trafficked areas. In terms of cost, Mr. Cannon noted no significant increase from the current package deal with the City of Moultrie. Approval of Budget Amendments - Mr. Cannon presented two amendments to the budget in order to provide additional funding for food services at both the Jail and the Prison. Approval of Hazard Mitigation Grant Recipient Program - EMA - Mr. Cannon presented an agreement from the Georgia Emergency Management Agency (GEMA) that would provide $17,000.00 in state and federal grant money to be utilized towards hazard mitigation. Public Hearings - Mr. Cannon stated that several zoning issues would necessitate public hearings during the April Board meeting. John C. Peters, Human Resources Director and former Zoning Director, presented the following zoning applications:
March 20, 2018 Page4 o Rezoning Request- R-PUD to R-1 PI S o Major Subdivision Application o Variance Request - Reduction in front lot setbacks o Rezoning Request - AG to C-3 o SUP Request - Wrecked Motor Vehicle Facility o Variance Request - Variance from sign ordinance o SUP Request- Wrecked Motor Vehicle Facility o Variance Request - Variance from sign ordinance o Rezoning Request - C-3 to R-1 Discussion briefly ensued regarding the zoning applications. ADMINISTRATOR UPDATES: At this time, Mr. Cannon discussed the following pertinent issues with the Board: Service Delivery Strategy - Items included in the Service Delivery Strategy, to include E-911 Non - Emergency Dispatch, Ad Valorem Tax Billing and Collection, Elections, Roads & Bridges, and city court use of the county jail were discussed. JROTC Request - Mr. Cannon noted that, due to the large number of invitations generated regarding the PCOM ground breaking ceremony, JROTC was being requested to assist with onsite parking. Commissioner Nagy noted that law enforcement presence would also be necessary. Dump Truck Purchase Timeline - Mr. Cannon presented a request from Stan Kirksey, Road Superintendent, to proceed with the bid process regarding four dump trucks to be purchased via the upcoming FY 18-19 budget. Mr. Cannon noted that this was being requested due to extended manufacturing and delivery timelines. It was the consensus of the Board to proceed with the request for bid. Georgia Department of Transportation (GDOT) Letter for Tallokas Road - Mr. Cannon stated that a copy of the recently generated letter to GDOT requesting assistance with the widening of Tallokas Road had been sent to each commissioner. Budget Calendar - At this time, the budget meeting calendar for Fiscal Year 2018-2019 was presented and discussed. Action Items - At this time, Mr. Cannon presented a list of items requiring votes by the Board: ACKNOWLEDGEMENT OF LIBRARY RENOVATION CONTRACT: Commissioner Whittington made the motion to authorize Chairman Terry R. Clark to execute consent of the Library renovation/ construction contract pending County Attorney Lester M. Castellow's approval of the context of the contract. Commissioner Nagy made a second. The motion carried unanimously.
March 20, 2018 Page 5 APPROVAL OF BIDS FOR MT. SINAI ROAD: Commissioner Nagy made the motion to approve the following bids pertaining to Mt. Sinai Road: Low and recommended bid, in the amount of $7,598.00, submitted by Reames & Son Concrete regarding the provision of 262 tons of crush and run; Recommended bid, in the amount of $40,310.00, submitted by The Scruggs Company regarding the provision of 580 tons of asphalt for Mt. Sinai Road; Commissioner DeMott made a second. The motion carried unanimously. APPROVAL OF BIDS - ROADS & BRIDGES DEPARTMENT: Commissioner DeMott made the motion to approve the following bids: Low and recommended bid, in the amount of $26,894.00, submitted by Gulf Coast Lumber regarding the provision of 350 treated bridge timers; Low and recommended bid, in the amount of $11,415.00, submitted by Gulf Coast Lumber regarding the provision of 75 treated pilings; Commissioner Whittington made a second. The motion carried unanimously. AUTHORIZATION TO "PIGGY-BACK" OFF OF FORMER LOW BID - REAR LOADING GARBAGE TRUCK: Commissioner DeMott made the motion to "piggy-back" off of the former low bid, in the amount of $237,973.66, submitted by Transpower regarding the provision of a rear loading garbage truck to be utilized by the Solid Waste Department. Commissioner Nagy made a second. The motion carried unanimously. At this time, Mr. Cannon presented a brief comparison of overall tax collections. KEY DATES: Mr. Cannon reviewed a list of key, upcoming dates with the Board. There being no further business to come before the board, the meeting was adjourned at 6:55 p.m. Respectfully submitted, 6rk;(.~ Chairman
March 20, 2018 Page 6 Approved: I\ Uo da ~ ~ /Aci<t
Resol uti on 2018- R- 7 A RES OL UTION OF TH E BOARD OF COMMISSIONERS OF COLQU ITT COUNTY TO AUTHORIZE THE EXECUTION OF A FIRST AMENDMENT TO CONTRACT BETWEEN COLQUITT COUNTY, GEORGIA (THE "COUNTY''), AN D THE HOS PITAL AUTHORITY OF COLQU ITT COUNTY (TH E "AUTHORITY"); TO AUTHORIZE SUCH FU RTHER ACTIONS AS ARE NECESSARY BY THE COUNTY IN CONNECTION WITH THE AUTHORITY'S ISSUANCE AND DELIVERY OF ITS REVENUE ANTICIPATION CERTIFI CATE, SERIES 2018; AND FOR OTH ER PURPOSES. WHEREAS, pursuant to the provisions of the Hospital Authorities Law of Georgia (O.C.G.A. 3 1-7-70 et seq.), the Board of Commissioners of Colquitt County (the 'Board of Commissioners"), the governing body of Colquitt County, Georgia (the "County"), a po litical subdi vision of the State of Georgia, was authorized to establish, and pursuant thereto did duly establish, by resolution adopted on December 6, l 949, the Hospital Authority of Colquitt County (the "Authority"); and WH EREAS, the Authority heretofore acquired, constructed, and equipped and now owns Colquitt Regional Medical Center (the "Hospital") and certain related healthcare fac ilities (together with the Hosp ital, the "Facilities"), which Facilities are operated by the Authority; and WH EREAS, the Authority has heretofore issued its REFUNDING ANO IMPROVEMENT REVENUE ANTICIPATION CERTIFICATE, SERIES 201 6A, in the original principal amount of $23,250,000 (the "Series 2016A Certificate"), and its REFUNDING REVENUE ANTICIPATION CERTIFICATE, SERI ES 20 I 6B, in the original principal amount of $20,075,000 (the "Series 2016B Certificate," and together with the Series 20 l 6A Certificate, the "Series 2016 Certificates"), pursuant to a resolution of the Authority adopted on August 8, 20 16 (the "2016 Resolution"), the proceeds of the Series 201 6 Certificates were used to currently refund and redeem all of the Authority's outstanding revenue anticipation certificates and outstanding notes and to finance the acquisition of a new medical fac ility for the Authority; and WH EREAS, the County entered into an intergovernmental contract with the Authority, dated as of September I, 201 6 (the "2016 Contract"), pursuant to which the County has agreed for and in consideration of the rendering by the Authority of medical attention and hospitalization to the indigent sick of the County and meeting other public health and welfare needs of the citizens of the County that to the extent the Gross Revenues (as defined in the 20 16 Resolution) of the Authority are not adequate to pay annual debt serv ice requirements on the Series 20 16 Certificates, the County will pay the Authority in each year sufficient sums to assure the payment in each year of the principal of and interest on the Series 201 6 Certificates; and WHEREAS, the Authority now desires to issue its HOSPITAL AUTHORITY OF COLQUITT COUNTY REVENUE ANTICIPATION CERTIFICATE, SERI ES 20 18 (the "Series 2018 Certificate") in the principal amount of up to $20,000,000, on a parity basis with the Series 20 16 Certificates, to provide funds together with other available fu nds of the Authority, to (i) repair, replace, remodel, and expand certain components of the Hospital (the "2018 Project") and (ii) pay expenses incurred in connection with the issuance of the Series 20 18 Certificate, all in accordance with the provisions of a resolution adopted by the Authority on March 20, 20 l 8 (the "2018 Resolution"),
which supplements and amends the 2016 Resolution (the 2016 Resolution together with the 2018 Resolution, the "Resolution"), a copy of which is on file in the office of the Board of Commissioners; and WHEREAS, pursuant to the Resolution, the payment of the Series 2016 Certificates and the Series 2018 Certificate and the interest thereon shall be secured by a first and prior pledge of and charge or lien on the Gross Revenues of the Facilities; and WHEREAS, it is proposed that, in addition to the Gross Revenue of the Facilities, as additional security for payment of the Series 2018 Certificate, the Authority and the County enter into a First Amendment to Contract (the "2018 Contract," and together with the 20 16 Contract, the "Contract"), pursuant to which the County, in consideration of the services of the Authority to the citizens of the County, including the indigent sick, will covenant and agree that should the Gross Revenues of the Facilities be insufficient to pay the principal of, premium (if any), and interest on the Series 2016 Certificates and the Series 2018 Certificate as the same become due and payable, it wi ll pay promptly to the Authority the amount of such insufficiency for the purpose of paying such principal of, premium (if any), and interest in accordance with the provisions of the Hospital Authorities Law; and WHEREAS, it is proper that the Board of Commissioners authorize the execution and delivery of the 2018 Contract to the secure the Series 2018 Certificate. NOW, THEREFORE BE IT RESOLVED by the Board of Commissioners of Colquitt County in public meeting assembled as fo llows: 1. Approval of Execution of 2018 Contract. The execution, delivery, and performance of the 201 8 Contract in its final form, including the terms and provis ions of the Series 2018 Certificate as set forth in the 2018 Resolution, by the Chairman or Vice Chairman of the Board of Commissioners and the attestation of the County C lerk be and the same hereby is authorized subject to such changes, insertions, or omissions as may be approved by the Chairman or Vice Chairman. Prior to the execution of the 20 18 Contract, the Chairman or Vice Chairman of the Board of Commissioners is authorized to approve the final form thereof and to approve any exhibits thereto and approve such other changes or additions as may be necessary and desirable in his discretion to effect the purposes of this resolution, and the execution of the 2018 Contract by the Chairman or Vice Chairman shall be conclusive evidence of such approval. The Chairman or Vice Chairman of the Board of Commissioners is authorized to execute the 2018 Contract on behalf of the County, and the County C lerk is authorized to attest such execution and to affix the seal of the Board of Commissioners thereto. The 20 18 Contract may be executed in several duplicates, each of which shall constitute an original. 2. Obligation to Levv Tax. The Board of Commissioners shall be obligated to levy annually such ad valorem taxes within the seven mill limitation now prescribed by the Hospital Authorities Law or any limit hereafter prescribed by the Hospital Authorities Law or other law as will be necessary to produce in each year revenues which, together with the Gross Revenues of the Authority available therefor, shall be sufficient for the Authority to continue to provide for the operations of the Facilities to provide healthcare services to the citizens of the County and to pay the principal of and interest on the Series 20 16 Certificates and the Series 2018 Certifi cate. 2
3. Validation of the Series 2018 Certificate. The Chairman or Vice Chairman is authorized to acknowledge service of the validation petition to be fi led in the Superior Court of Colquitt County, State of Georgia v. Hospital Authority of Colquitt County and Colquitt County, requesting that the Court rule on the validity of the Series 2018 Certificate and the 20 I 8 Contract securing the payment of the Series 20 I 8 Certificate and to verify the answer thereto to be prepared by the County Attorney admitting the allegations of the petition and requesting the court declare the 20 I 8 Contract to be valid and bind ing on the parties thereto. 4. General Authorization. The Chairman or Vice Chairman of the Board of Commissioners, the County Clerk, the County Administrator, the County Attorney, and such other proper officials of the County required therefor are authorized, empowered, and directed to do all acts and to execute all such documents as shall be necessary to carry out and comply with the provisions of this resolution in relation to the execution of the 2018 Contract and the Authority's issuance and delivery of the Series 20 I 8 Certificate, and to take such further actions as may be required in accordance with the intents and purposes of this resolution. APPROVED AND ADOPTED in public meeting this March 20, 20 I 8. - (SE AL) 3
COUNTY CLERK'S CERTIFICATE Now comes the undersigned County Clerk of Colquitt County, Georgia (the "County"), keeper of the records and seal thereof, and certifies that the foregoing is a true and correct copy of a resolution approved and adopted by the Board of Commissioners of the County in public meeting properly and lawfully held and assembled on March 20, 2018, the original of which resolution has been entered in the official records of the County under my supervision and is in my official possession, custody, and control. I further certify that the meeting was held in conformity with the requirements of Title 50, Chapter 14 of the Official Code of Georgia Annotated. _ (SE AL) -.._
GPW (v3) 03-19-18 STATE OF GEORGIA ) ) FIRST AMENDMENT TO CONTRACT COUNTY OF COLQU ITT ) THIS FIRST AMENDMENT TO CONTRACT, made and entered into as o~~ ) 20 18, by and between COLQUITT COUNTY, GEORGIA, a political subdivision of the State of Georgia (the "County"), and the HOSPITAL AUTHORITY OF COLQUITT COUNTY, a public body corporate and politic (the "Authority"). WITN ESSETH: WHEREAS, pursuant to the provisions of the Hospital Authorities Law of Georgia, codified in Official Code of Georgia Annotated 31-7-70 et seq., as amended (the "Hospital Authorities Law"), and a reso lution of the Board of Commissioners of Roads and Revenues of Colquitt County, adopted on December 6, 1949, predecessor to the Board of Commissioners of Colquitt County, the Authority was duly established and is now legally created and existing; and WHEREAS, the Hospital Authorities Law grants to the Authority the power to acquire, construct, and equip hospitals and other public health facilities fo r the use of patients and officers and employees of any institution under the supervision and control of the Authority or leased by the Authority for operation by others, to promote the public health needs within its area of operation and all utilities and facilities deemed by the Authority necessary or convenient for the efficient operation thereof, and the power to establish rates and charges for the services and use of the fac ilities of the Authority; and WHEREAS, pursuant to the duties and powers granted to the Authority by the Hospital Authorities Law, the Authority owns and operates Colquitt Regional Medical Center (the "Hospital") and certain related facilities (together with the Hospital, the "Facilities"), which Facilities are located within the County; and WH EREAS, the Authority has heretofo re issued its (i) $23,250,000 in original principal amount of HOSPITAL AUTHORITY OF COLQUITf COUNTY REFUNDING AND IMPROVEMENT REVENUE ANTICIPATION CERTIFICATE, SERI ES 20 16A, dated September 1, 2016, which is currently outstanding in the principal amount of $2 1,277,068.97 (the "Series 2016A Certificate") and (ii) $20,075,000 in original principal amount of HOSPITAL AUTf-IORITY OF COLQUITf COUNTY REFUNDING REVENUE ANTICIPATION CERTIFICATE, SERIES 20168, dated September I, 20 16, which is currently outstanding in the principal amount of $ 17,328,524.33 (the "Series 2016B Certificate," and together with the Series 20 I 6A Certificate, the "Series 2016 Certificates"), pursuant to a resolution of the Authority adopted on August 8, 20 16 (the "2016 Resolution"); and WHEREAS, the Series 20 16 Certificates are secured by a first and prior pledge of and lien on the gross revenues of the Facilities and are further secured by the provisions of an intergovernmental contract by and between the County and the Authority, dated September I, 2016 (the "2016 Contract," and the 2016 Contract as amended by this First Amendment to Contract, the "Contract"); and
WHEREAS, the Authority, following extensive study and investigation, has determined that it is in the best interest of the citizens of Colquitt County, in furtherance of its public purpose to repair, replace, remodel and expand certain components of the Hospital (co llectively, the "2018 Project"), which is anticipated to cost approximately $20,000,000; and WHEREAS, the Authority has determined that the most economical way in which funds can be raised to finance the construction of the 20 18 Project is to issue its HOSPITAL AUTHORITY OF COLQUITT COUNTY REVENUE ANTICIPATION CERTIFICATE, SERIES 2018, in the principal amount of $20,000,000 (the "Series 2018 Certificate"), on a parity basis with the Series 2016 Certificates pursuant to the 20 16 Resolution and a supplemental resolution adopted by the Authority on March 20, 2018 (the "2018 Resolution," and together with the 20 16 Resolution as supplemented thereby, the "Resolution"); and WHEREAS, the County, by its execution and delivery of this First Amendment to Contract, concurs in the financing of the 2018 Project and approves the issuance, sale, and delivery by the Authority of the Series 20 18 Certificate in accordance with the 2018 Resolution; and WHEREAS, the County, in order to permit the Authority to secure a substantially lower net interest cost on the Series 20 18 Certificate than would otherwise be obtained and to achieve the other public benefits herein set forth, is willing to enter into this First Amendment to Contract in order to amend the 20 16 Contract and to provide the additional security called for by this First Amendment to Contract for the benefit of the owners of the Series 20 l 8 Certificate in consideration of the undertakings of the Authority hereinafter set forth; and WHEREAS, the parties hereto are specifically authorized to enter into the Contract pursuant to the Constitution and laws of the State of Georgia, including without limitation the provisions of Article IX, Section II, Paragraph Ill and Article IX, Section III, Paragraph l(a) and (c) of the Constitution of the State of Georgia. NOW, THEREFORE, in consideration of the premises and the undertakings set forth in the Contract, the parties hereto agree as follows: I. This First Amendment to Contract shall become effective upon the date of issuance and delivery of the Series 2018 Certificate and shalt continue in effect until the principal (and premium, if any) and the interest on the Series 2018 Certificate shall have been fu lly paid or shalt be deemed to have been fully paid pursuant to the provisions of the 2018 Resolution. In no event, however, shall the term of the Contract extend for more than 40 years. The Authority agrees as follows: 2. (a) For the purpose of paying the cost, in whole or in part, of financing the 2018 Project and paying all costs of issuing the Series 2018 Certificate, the Authority wi lt issue the Series 2018 Certificate in the aggregate principal amount of $20,000,000, at the interest rates and First Amendment to Contract 2
maturing as specified in Exhibit I hereto. Upon receipt of the proceeds from the sale of the Series 2018 Certificate, The Authority shall draw the proceeds of the Series 20 18 Certificate for construction the 2018 Project in accordance with the 2018 Resolution. (b) At all times thereafter the Authority shall maintain and have available, or cause to be maintained and avai lable, services and facilities to accommodate the indigent sick persons of the County requiring Medical Care and Hospitalization (as defined in paragraph 4(c) hereof). The Medical Care and Hospitalization which the Authority shall provide to such indigent sick persons shall be provided by the Authority, to the extent possible, without cost to the County. To the extent that payment for such services by the County is required by statute, the benefits of such statute or statutes is hereby waived by the Authority to the extent of the Contract; provided, further, that any payments made by the County pursuant to paragraph 3 of the Contract shall be in satisfaction of any such statutory obligation. (c) During the term of the Contract, the determination of indigency and the admission of indigent sick persons to the Facilities shall be accomplished in accordance with procedures set forth in paragraph 4( e) of the Contract. The Contract shall not be construed as prohibiting the Authority (i) from accepting any voluntary payments which any such indigent sick person receiving Medical Care or Hospitalization in the Faci lities may wish to make on his or her own behalf, (ii) from collecting the proceeds of any hospitalization, accident, or health insurance or other type of insurance with respect to which such indigent sick person may be a beneficiary, (iii) from co llecting any health care benefit relating to such indigent sick person under any governmental program, or (iv) from asserting its statutory hospital lien against any recovery relating to Medical Care and Hospitalization administered at the Facilities to which such indigent sick person may be entitled; and provided, further, that nothing herein shall prevent the Authority from making charges for its services and facilities where the same are rendered to persons who are not certified as indigent. (d) The Authority shall operate, maintain, and repair the Facilities as economically as possible consistent with good business practice in similar healthcare facilities and all money, revenues, and receipts arising out of or in connection with its ownership and operation of the Facilities (including money paid by the County pursuant to the provisions of paragraph 3 of the Contract) shall be held and applied in the manner and order specified in the Resolution. (e) As between the County and the Authority, the Authority stipulates that 1t 1s primarily responsible for the payment of principal, interest, and premium due, if any, on the Series 2018 Certificate, and that it will use its best efforts to pay the same. The Authority shall fix, charge, and collect, or cause to be fixed, charged, and collected, subject to applicable requirements or restrictions imposed by law, rates, fees, and charges as may be necessary to comply with Article VII of the Resolution. The Authority shall maintain or cause to be maintained complete and accurate records, concerning not only the Medical Care and Hospitalization of patients, but also the administrative, clerical, and financial affairs of the Authority, and any information contained in such records reflecting upon the financial responsibility and eligibility of patients for assistance in any form from the County or from any public or private agency, shall be made available upon request to the County or such public agency (to the extent such information is not otherwise privileged) and may be made available to such private agency upon reasonable and proper request therefor being made by or on behalf of First Amendment to Contract 3
the patient in question. The Authority shall prepare a proposed budget and shall noti fy the County, prior to the beginning of each fiscal year, of a proposed shortfall, if any, shown in the budget. (t) On the 15th day of each month during the term of this Contract, or if any such date fall s on a Saturday, Sunday, or a holiday, then on the next succeeding business day, the Authority shall determine (i) the aggregate amount of principal of and interest becoming due and payable on the 5th day of each month, as the case may be (each a "Monthly Installment Date"), and (ii) the amount of money then on hand in the special trust fund created pursuant to the Resolution and designated HOSPITAL AUTHORITY OF COLQUITT COUNTY SfNKfNG FUND (the "Sinking Fund") and available for the payment of the principal and interest becoming due and payable on the next Monthly Installment Date with respect to the Series 2016 Certificates and the Series 2018 Certificate. If the money then on deposit in the Sinking Fund is not sufficient to pay the principal of and interest on the Series 2016 Certificates and the Series 2018 Certificate on such Monthly Installment Date, the Authority will immediately give notice to the County which shall state the amount required to be on deposit in the Sinking Fund as of such date, and the amount actually on deposit in such account on such date. (g) All money received by the Authority from the County pursuant to the provisions of paragraph 3(b) hereof shall immediately be deposited in the Sinking Fund and shall, in the following order of priority, be used only for the payment of first, the principal and interest on the Series 2016 Certificates, Series 2018 Certificate, and any Parity Certificates (as defined in Section 509 of the 201 6 Resolution) as the same become due and payable, and second, the necessary charges of the paying agent(s), if any, for the Series 2016 Certificates, Series 201 8 Certificate, and any such Pari ty Certificates. (h) The Authority shall not issue any other obligations of any kind payable from or enjoying a lien on the money required to be appropriated and paid by the County hereunder prior or superior to, or on a parity with, the lien for the payment of the Series 2016 Certificates, the Series 2018 Certificate, and any Parity Certificates issued pursuant to paragraph 4(a) herein. Nothing contained herein, however, shall restrict the issuance by the Authority of additional obligations from time to time payable from the money, revenues, and receipts arising out of or in connection with the ownership or operation of the Facilities if such additional obligations are in all respects subordinate in the application of such money, revenues, and receipts to the payment of the Series 201 6 Certificates, the Series 201 8 Certificate, and any Parity Certificates issued pursuant to paragraph 4(a) herein. The County agrees as fo llows: 3. (a) That all of the indigent sick persons residing in the County entitled to receive Medical Care and Hospitalization may be treated at the Facilities pursuant to the terms hereof. (b) The County shall pay to the Authority for such Medical Care and Hospitalization, and to support the other public health and welfare needs being met by the Authority, money sufficient to provide fo r the payment of (i) the cost of operating, maintaining and repairing the First Amendment to Contract 4
Facilities; (ii) the principal of and the interest on the Series 20 16 Certificates and the Series 20 18 Certificate; (iii) the amount needed to restore the Debt Service Reserve Fund (as defined in the Resolution) to an amount equal to the Debt Service Reserve Requirement (as defined in the Resolution) in accordance with the provisions of the Resolution; and (iv) the amount needed to establish and maintain reasonable reserves with respect to the Facilities. The County sha ll provide for the payment of principal and interest on the Series 20 I 6 Certificates and the Seri es 20I8 Certificate, as provided in subparagraph (ii) of this paragraph 3(b), as the same become due and payable, as fo llows: On or before the 30th day of each month during the term of thi s Contract, the County shall pay directly to the Authority an amount of money equal to the amount of principal and interest which will become due and payable with respect to the Series 20 16 Certificates and the Series 2018 Certificate on the next Monthly Installment Date less any money on hand in and having been deposited to the Sinking Fund by the Authority and available fo r the payment of such principal and interest coming due and payable on the next succeeding Monthly Install ment Date. If any such 30th day payment fa lls on a Saturday, a Sunday, or a holiday, then such payment by the County shall be made on the next succeeding business day. If on any such 30th day payment of the amount required pursuant to the provisions of thi s paragraph 3(b) shall not be paid by the County for any reason, any deficiency shall constitute a continuing obligation of the County and if not paid prior to the next succeeding 30th day payment, it shall be added to any amount of money otherwise requ ired to be paid pursuant to the provisions of this paragraph 3(b) on such next succeeding 30th day payment. The fai lure of the County to make any payment required under this paragraph 3(b) shall constitute an event of default under the Contract, and the Authority shall have the right to take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the County to comply with its obligations under this paragraph. (c) The obligation of the County to make the payments required pursuant to the provisions of paragraph 3(b) hereof shall constitute a general obligation of the County for which its full fa ith and credit is pledged; provided, however, the County is only obligated to levy on all taxable property in its boundaries an annual tax within the seven mill limit now prescribed by the Hospital Authorities Law, or at such higher limit as may hereafter be prescribed, to satisfy such obligation of the County. As it is the intention of the parties hereto that the Contract shall constitute security for the Series 2016 Certifi cates, the Series 20 I 8 Certificate, and any Parity Certificates issued pursuant to paragraph 4(a) hereof, the County agrees that its obligation to make the payments required by paragraph 3(b) shall be abso lute and unconditional so long as any of the Series 2016 Certificates, the Series 2018 Certificate, or Parity Certificates referred to in paragraph 4(a) remain outstanding and unpaid, and, notwithstanding anything herein to the contrary, such payments shall not be abated or reduced because of damage to, destruction, condemnation, or title defect with respect to the Facilities, inabil ity or fa ilure of the Authority to complete or operate the Fac ilities, failure of the Authority to observe its agreements, duties and First Amendment to Contract 5
obligations hereunder, or for any reason whatsoever. Furthermore, the County shall not exercise any right of set-off or any similar right with respect to such 3(b) payments, nor will it withhold any such 3(b) payments because of any breach or claimed breach of the Contract by the Authority. The foregoing provision relating to the absolute and unconditional nature of such obligation to pay is incorporated herein for the benefit of the owners of the Series 20 16 Certificates, the Series 2018 Certificate, and Parity Certificates and it shall not affect the obligation of the Authority to perform its obligations under the Contract or otherwise, nor shall this provision otherwise affect other remedies available to the County on account of any such claimed breach by the Authority. (d) Pursuant to its constitutional power to levy taxes to provide public health fac ilities and services generally and to provide medical or other care and hospitalization for the indigent sick, the County agrees that it shall levy an annual tax on all taxable property located within its boundaries at such rate, or rates, within the seven mill limit now prescribed or such higher limits as hereafter prescribed by the Hospital Authorities Law, as and when it may be necessary to provide it with sufficient money to make all of the payments ca lled for by the Contract. In the event the seven mill limit now prescribed by the Hospital Authorities Law is reduced pursuant to a modi fication or amendment to the Hospital Authorities Law, nothing prevents the County from agreeing to levy an annual tax within such reduced limit with respect to Parity Certificates (as defined herein) issued subsequent to such modification or amendment. Nothing herein contained shall be construed as limiting the right of the County to make the payments called for by the Contract out of its general funds or from other sources. The County does hereby create a lien on any and all revenues realized it under and pursuant to the provisions of this subparagraph (d) of this paragraph, which lien is superior to any that can be made except that same may be extended to cover any Parity Certificates (as defined herein). (e) The aggregate amount of any anticipated payments hereunder by the County in any year shall, to the extent practicable, be determined in advance by the parties hereto in conjunction with the preparation of the budget of the Authority. The Authority's budget shall be prepared and submitted to the County each year before the County sets its millage requirements. However, failure to anticipate any such payment shall not relieve the County from its obligations under Section 3(b) hereof. The Authority and the County agree as fo llows: 4. (a) After the issuance of the Series 2018 Certificate, the Authority may, from time to time and subject to the approval of the County, issue additional parity ob ligations ("Parity Certificates") payable as to principal and interest from the Sinking Fund and ranking as to the lien on the money, revenues, and receipts arising out of or in connection with its ownership and operation of the Facilities (including payments made by the County pursuant to this Contract) on a parity with the Series 20 16 Certificates and the Series 2018 Certificate; provided, however, that under no circumstances shall such Parity Certificates be issued without the County's written consent, and provided further that all such Parity Certificates must be issued in strict conformity with the provisions of the Resolution, including specifically, but without limitation, the provisions of Section 509 thereof. First Amendment to Contract 6
(b) The Authority shall pay the principal of and the interest on the Series 2016 Certificates and the Series 20 18 Certificate as the same become due and payable. The money, revenues, and receipts to be derived hereunder from the Medical Care and Hospitalization contracted for, as well as other money, revenues and receipts received by the Authority, have been irrevocably pledged under the 20 16 Resolution to the payment of the principal of and the interest on the Series 2016 Certificates and the Series 2018 Certificate as the same become due and payable. (c) The term "indigent sick" as used herein means such persons residing in the County as shall be certified in accordance with procedures set forth in paragraph 4(e) of the Contract as being entitled to Medical Care and Hospitalization at the Facilities. The term "Medical Care and Hospitalization" as used herein means the usual care rendered to patients in the Facilities, such as food, nursing care and supervision, use of operating room and fac ilities, use of x-ray faci lities, use of the usual and customary out-patient clinical services and faci lities, medicine, and drugs. A ll other services, facilities, and materials not specifically enumerated or excepted above shall constitute extras and shall be accounted for accordingly by the user thereof. The Authority shall not be obligated to provide any services, facilities, or materials hereunder as a part of its obligation to provide Medical Care and Hospitalization under the Contract other than those services, faci lities, or materials generally available or customarily provided at the Facilities. (d) The provisions of the Hospital Authorities Law are incorporated herein as a part hereof as though full y set forth herein verbatim; provided, however, nothing contained in such law shall be construed as li miting the general obligations of the County to make the payments required pursuant to the provisions of paragraph 3(b) hereof or its obligation to levy an annual tax without limitation as to rate or amount as and when may be necessary to provide sufficient money to make said payments. (e) Should the County be required, pursuant to the Contract, to levy a tax, the Board of Commissioners of Colquitt County shall have the right to jointly meet with the Authority and administrator of the Hospital to develop a course of action to eliminate or minimize the future need for such a levy and to jointly coordinate the operation of the Hospita l in a businesslike manner, and in accordance w ith businessli ke practices. Such meeting shall not, however, be a condition to the County's obligations under paragraphs 3(b) and 3(c) hereof. (t) While nominally the Contract is between the County and the Authority, it is acknowledged by the parties hereto that the owners of the Series 2016 Certificates, the Series 2018 Certificate and any Parity Certificates issued pursuant to 4(a)(i) hereof have interests herein, and the parties hereto understand, covenant, and agree that the Contract shall not be modified or amended in any manner which would in any respect adversely affect the rights of any of such owners; provided, however, the Contract and the other agreements may be amended by enlarging the obligation of the County to make payments so as to permit the issuance of Parity Certi fi cates issued pursuant to 4(a)(i) hereof, but no such amendment may decrease the payment req uired of the County hereunder with respect to the payment of the principal of and the interest on the Series 20 16 Certificates and the Series 2018 Certificate. First Amendment to Contract 7
(g) The parties hereto expressly agree that the terms and conditions of the Resolution shall be incorporated here in and shall be made a part hereof with the full fo rce and effect as if fully set forth herein. (h) All of the terms and prov1s1ons of the 20 16 Contract, except as specifically modified by this First Amendment to Contract, are hereby ratified and reaffirmed. (i) Should any phrase, clause, sentence, or paragraph herein contained be held invalid or unconstitutional, it shall in no way affect the remaining provisions of the Contract, which provisions shall remain in full force and effect. U) The Contract may be executed in several counterparts, each of which shall be an original but all of which shall constitute but one and the same instrument. (k) The Contract shall be construed and enforced in accordance with the laws of the State of Georgia. (Signatures on Following Pages) First Amendment to Contract 8
IN WITNESS WHEREOF, the parties hereto, acting by and through their du ly authorized officers, have caused this First Amendment to Contract to be executed in mu ltip le counterparts under seals as of the day and year first above written. COLQUITT COUNTY, GEORGIA (SE AL) ~./&k C airm :o; Commissioners First Amendment to Contract 9
HOSPITAL AUTHORITY OF COLQUITT COUNTY (SE AL) By:~~~~~~~~~~~~ Chairman Attest: Secretary First Amendment to Contract 10
Exhibit 1 TERMS OF TH E SERIES 20 18 CERTIFICATE Principal Amount: Interest Rate: Repayment Terms: $20,000,000 [3.850% per annum until April 5, 2028 and thereafter, at the Wall Street Journal Prime Rate, to be adjusted monthly] [Monthly interest only until the Completion Date (as defined in the 20 18 Resolution) and thereafter fully amortized payments based on the applicable interest rate (i.e., 3.850% until April 5, 2028, and thereafter at the Wall Street Journal Prime Rate, to be adjusted monthly] First Amendment to Contract Exhibit I - 1