NC - Halifax: Halifax County Board of Commissioners

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Halifax County Board of Commissioners

Halifax County Board of Commissioners Vernon J. Bryant, Chairman

J.
Rives Manning, Jr., Vice-Chairman Carolyn C. Johnson

Linda A. Brewer Marcelle O. Smith

Tagged Passions:alcohol

T.
Patrick W. Qualls

No additional detail provided

Tony N. Brown County Manager

Andrea H. Wiggins Clerk to the Board
Tagged Passions:administrator and manager

M.
Glynn Rollins, Jr. County Attorney

Tuesday September 3, 2019 Regular Meeting 9:30 AM Halifax County Historic Courthouse

Tagged Passions:legal and historic

10
North King Street, Post Office Box 38, Halifax, North Carolina 27839 252-583-1131/Fax: 252-583-9921

www.halifaxnc.com The mission of the Halifax County Board of Commissioners is to provide leadership and support for an effective county government that seeks to enhance the quality of life for the people of Halifax County.

Tagged Passions:streets

Call to Order Chairman Vernon J. Bryant

Invocation and Pledge of Allegiance

Adoption of the Agenda

Conflict of Interest Chairman Vernon J. Bryant

In accordance with the Halifax County Board of Commissioners Rules of Procedures and N. C. G. S. Sec.153A-44, it is the duty of every member present to vote on all matters coming before the Board, unless there is a conflict of interest as determined by the Board or by law. Does any Board member have any known conflict of interest with respect to any matters coming before the Board today? If so, please identify the conflict and the remaining Board members will vote to consider the requested excuse.
Tagged Passions:procedure

Statement From The Chairman

1.
Consent Agenda County Commissioners

A.
Approval of Minutes

B. Property Tax Refunds and Releases - August 2019

Tagged Passions:taxes, Taxes, property, and property tax

C.
Acceptance of Technology Grant

D. Budget Amendments

Tagged Passions:grant, budget, Technology, and technology

2.
Special Recognition

No additional detail provided

Tagged Passions:recognition

A.
Retirement Resolution - Sadie D. Batts, Information Technology Services Department

B.
Retirement Resolution - Bernard R. Manley County Commissioners

3. Public Comment Period N. C. G. S. 153A - 52.1 A. Public Comment Period

Tagged Passions:retirement and seniors

4.
Agenda Items

A.
Approval of Asset Purchase Agreement Related to Home Health and Hospice of Halifax

M. Glynn Rollins, Jr., County Attorney

Tagged Passions:health, legal, and purchasing

B.
HCC - Community Education Centers Dr. Michael A. Elam, President/CEO C. Surplus Vehicle Donation to HCC Dia H. Denton, Deputy County

Manager

Tagged Passions:donation, Donation, surplus, manager, and education

5.
Board Appointments

Tagged Passions:appointments

A.
Board Appointments County Commissioners

Tagged Passions:appointments

6.
Economic Development Report

7. County Manager s Report

Tagged Passions:economic development, development, Development, administrator, and manager

A.
Retirement Resolution - Anne P. Hilliard, Department of Social Services

No additional detail provided

Tagged Passions:retirement, social services, seniors, and services

B.
Retirement Resolution - Laura B. Boyd, Department of Social Services

8. County Attorney s Report

Tagged Passions:legal, retirement, social services, seniors, and services

9.
Other Business County Commissioners

Tagged Passions:business

10.
Closed Session County Commissioners

A.
Approval of Closed Session Minutes

No additional detail provided

11.
Adjourn County Commissioners

No additional detail provided

*** Accommodations for individuals with disabilities may be arranged by contacting

the County Manager's office at 252-583-1131 at least 48 hours prior to the meeting. *** AGENDA Halifax County Board of Commissioners Regular Meeting TO: Halifax County Board of Commissioners

Tagged Passions:administrator and manager

FROM: Andrea H. Wiggins, MMC, Clerk to the Board/Assistant to the County Manager

Tagged Passions:administrator and manager

SUBJECT: Approval of Minutes

DATE: September 3, 2019 Regular Meeting

SUPPORTING INFORMATION: Attached, please find draft minutes for your review.

ATTACHMENTS: Description June 25, 2019 Special Meeting July 8, 2019 Regular Meeting July 23, 2019 Regular Meeting TOTAL COST: COUNTY COST:

REQUEST: Approve the draft minutes.

MINUTES

HALIFAX COUNTY BOARD OF COMMISSIONERS

SPECIAL MEETING JUNE 25, 2019

Note to Reader: Although the printed agenda document for this Board meeting is not part of these minutes, the agenda document provides background information on most all of the items discussed by the Board at this meeting. The Clerk to the Board maintains the agenda document in accordance with the laws of North Carolina. One may see a copy of the agenda for this meeting by contacting the Clerk to the Board.

The Halifax County Board of Commissioners held a Special Meeting on Tuesday, June

25, 2019, at 5:30 P. M. in the Historic Courthouse, Halifax, North Carolina.

PRESENT: Honorable J. Rives Manning, Jr., Vice Chairman Honorable Carolyn C. Johnson Honorable Marcelle O. Smith Honorable Vernon J. Bryant, Chairman Honorable T. Patrick W. Qualls Honorable Linda A. Brewer OTHERS: Tony N. Brown, County Manager Andrea H. Wiggins, MMC, Clerk to the Board/Assistant to the County Manager M. Glynn Rollins, Jr., County Attorney

Tagged Passions:alcohol, legal, historic, administrator, and manager

Mary W. Duncan, Finance Director Renee Perry, Human Resources Management Director

Tagged Passions:finance and human resources

Ian M. Bumgarner, Senior Management Analyst Michelle F. Moseley, Paralegal

ABSENT: Dia H. Denton, Deputy County Manager

Tagged Passions:administrator and manager

Call to Order

Chairman Bryant called the meeting to order.

Notice of Special Meeting pursuant to N. C. G. S. 153A-40(b)

Chairman Bryant stated that the Special Meeting was called Pursuant to N. C. G. S. 153A-40(b). He requested that each member of the Board sign the Certification of Receipt of Notice of Special Meeting Pursuant to N. C. G. S. 153A-40(b), which is attached to these minutes as Attachment A.

Invocation and Pledge of Allegiance Commissioner Manning provided the invocation and the Pledge of Allegiance was then recited.

Adoption of the Agenda

Commissioner Brewer moved to approve the agenda as presented. Commissioner Johnson seconded the motion, which passed unanimously by voice vote.
Tagged Passions:alcohol

Conflict of Interest

There were no conflicts of interest noted by any member of the Board.

1.
Agenda Item

No additional detail provided

A.
Enfield Fire Department, Inc., Six Mile Fire Tax District

No additional detail provided

Tagged Passions:taxes, Taxes, and fire departments and districts

Tony N. Brown, County Manager, addressed the Board stating that the purpose of the

special meeting was to alleviate confusion and receive clarification regarding the intent of the Board to include in the adopted FY 2019-2020 Budget Ordinance an increase in the tax percentage in the six-mile fire tax district served by the Enfield Fire Department, Inc. Ronnie Locke, Chief of Operations, and William Crickmore, Captain and Training Officer, Enfield Fire Department, Inc., addressed the Board during the April 16, 2019 Regular Meeting and the April 29, 2019 Regular Meeting requesting an increase in the tax percentage in the six-mile fire tax district served by the Enfield Fire Department, Inc., from the current rate of 6.9 per 100 to a 2 per 100 fire tax increase that was included in the adopted FY 2019-2020 Budget Ordinance during the June 17, 2019 Regular Meeting. The 8.9 per 100 increase was being requested in order to provide the following: 1. Provide two on-duty personnel to service the citizens and community in regards to fire and EMS first responder incidents. 2. Improve the insurance rating of the fire district. 3. Provide on-duty personnel to maintain the facility and equipment. A brief discussion was held by the Board regarding the clear direction provided to the County Manager and Management Team during the April 29, 2019 Regular Meeting as it was the consensus of the Board to deny the request for an increase in the tax percentage in the six- mile fire tax district served by the Enfield Fire Department, Inc. Mr. Brown responded that the direction from the Board was not clear during discussions with Management Team; therefore, he advised the Board during the June 17, 2019 Regular Meeting that the request of the Enfield Fire Department was included in the FY 2019-2020 Budget Ordinance, which was subsequently adopted by the Board. Members of the Board expressed responsibility in regards to adopting the FY 2019-2020 Budget Ordinance and not questioning Mr. Brown s statement regarding the inclusion of the Enfield Fire Department request. It was suggested that if there was some ambiguity regarding the direction of the Board that the County Manager and Management Team had the ability to listen to the electronic recording of the meeting. Chairman Bryant requested the pleasure of the Board regarding this matter. Attorney
Tagged Passions:ordinance, equipment, legal, facility, budget, taxes, Taxes, personnel, fire departments and districts, insurance, training, administrator, manager, and EMS

Rollins stated that if the Board anticipated taking some action other than discussing the request of the Enfield Fire Department and intended to amend the adopted FY 2019-2020 Budget Ordinance, a motion would be needed to amend the agenda to include other business. Ronnie Locke, Chief of Operations, Enfield Fire Department, requested an opportunity to address the Board. It was the consensus of the Board to allow Mr. Locke to address the Board.

Ronnie Locke, Chief of Operations, Enfield Fire Department, addressed the Board and stated that he was present during the June 17, 2019 Regular Meeting when the County Manager advise that the Enfield Fire Department, Inc., Six Mile Fire Tax District was included in the Budget Ordinance and the Budget Ordinance was adopted. Mr. Locke advised that the Board could not rescind its motion to amend the FY 2019-2020 Budget Ordinance to exclude the Enfield Fire Department, Inc., Six Mile Fire Tax District increase. He then read the following: N. C. G. S. 159-15. Amendments to the Budget Ordinance. Except as otherwise restricted by law, the governing board may amend the budget ordinance at any time after the ordinance's adoption in any manner, so long as the ordinance, as amended, continues to satisfy the requirements of N. C. G. S. 159-8 and N. C. G. S. 159-13. However, except as otherwise provided in this section, no amendment may increase or reduce a property tax levy or in any manner alter a property taxpayer's liability, unless the board is ordered to do so by a court of competent jurisdiction, or by a State agency having the power to compel the levy of taxes by the board. He requested that before the Board take action on this matter that the County Attorney review the North Carolina General Statute. Montr Freeman, Town of Enfield Administrator, and Wayne Anderson, Town of Enfield Mayor, concurred with Mr. Locke. After a brief recess, M. Glynn Rollins, Jr., County Attorney, read the following three

Tagged Passions:ordinance, business, legal, budget, taxes, Taxes, fire departments and districts, property, administrator, manager, property tax, and court

statutes: N. C. G. S. 105-347 Levy of Taxes and Presumption of Notice. Each year, not later than the date prescribed by applicable law or in the absence of specific statutory provisions, not later than the first day of August, the tax levying authorities of counties and municipalities shall levy on property rates of taxes, not exceeding any constitutional or statutory limits, necessary to meet the general and other legally authorized expenses of the taxing units. N. C. G. S. 159-13 The budget ordinance form, adoption, limitations, tax levy, filing. (a) Not earlier than 10 days after the day the budget is presented to the board and not later than July 1, the governing board shall adopt a budget ordinance making appropriations and levying taxes for the budget year in such sums as the board may consider sufficient and proper, whether greater or less than the sums recommended in the budget. N. C. G. S. 159-15. Amendments to the budget ordinance. Except as otherwise restricted by law, the governing board may amend the budget ordinance at any time after the ordinance's adoption in any manner, so long as the ordinance, as amended, continues to satisfy the requirements of N. C. G. S. 159-8 and N. C. G. S. 159-13. However, except as otherwise provided in this section, no amendment may increase or reduce a property tax levy or in any manner alter a property taxpayer's liability, unless the board is ordered to do so by a court of competent jurisdiction, or by a State agency having the power to compel the levy of taxes by the board.

No additional detail provided

Tagged Passions:funding, ordinance, legal, budget, taxes, Taxes, property, rates, property tax, and court

Attorney Rollins stated that during the June 17, 2019 Regular Meeting, the Board

adopted the FY 2019-2020 Budget Ordinance which included an increase in the tax percentage in the six-mile fire tax district served by the Enfield Fire Department, Inc., that could not be

Tagged Passions:ordinance, legal, budget, taxes, Taxes, and fire departments and districts

amended during the current fiscal year. A brief discussion was held regarding this matter.

2.
Adjourn until July 8, 2019 Regular Meeting

Commissioner Brewer moved to adjourn the meeting until the July 8, 2019 Regular
Tagged Passions:alcohol

Meeting. Commissioner Johnson seconded the motion, which passed unanimously by voice vote.

_________________________________ Vernon J. Bryant, Chairman Halifax County Board of Commissioners

_____________________________________ Andrea H. Wiggins, MMC, Clerk to the Board Halifax County Board of Commissioners

Attachment A Attachment A Attachment A Attachment A Attachment A MINUTES

HALIFAX COUNTY BOARD OF COMMISSIONERS

REGULAR MEETING July 8, 2019

Note to Reader: Although the printed agenda document for this Board meeting is not part of these minutes, the agenda document provides background information on most all of the items discussed by the Board at this meeting. The Clerk to the Board maintains the agenda document in accordance with the laws of North Carolina. One may see a copy of the agenda for this meeting by contacting the Clerk to the Board.

The Halifax County Board of Commissioners held a Regular Meeting on Monday, July 8, 2019, at 9:30 A. M. in the Historic Courthouse, Halifax, North Carolina. PRESENT: Honorable J. Rives Manning, Jr., Vice Chairman Honorable Marcelle O. Smith Honorable T. Patrick W. Qualls Honorable Linda A. Brewer OTHERS: Tony N. Brown, County Manager Andrea H. Wiggins, MMC, Clerk to the Board/Assistant to the County Manager M. Glynn Rollins, Jr., County Attorney

Tagged Passions:alcohol, legal, historic, administrator, and manager

Cathy A. Scott, Economic Development Director Dia H. Denton, Deputy County Manager Mary W. Duncan, Finance Director Renee Perry, Human Resources Management Director Ian M. Bumgarner, Senior Management Analyst

Tagged Passions:finance, economic development, development, Development, administrator, manager, and human resources

Michelle F. Moseley, Paralegal

No additional detail provided

ABSENT: Honorable Vernon J. Bryant, Chairman Honorable Carolyn C. Johnson

No additional detail provided

Call to Order

Vice Chairman Manning called the meeting to order.

Invocation and Pledge of Allegiance Commissioner Qualls provided the invocation and the Pledge of Allegiance was then recited.

Adoption of the Agenda

Commissioner Brewer moved that Item 4G. Architect Contract Approval - New 911 and Regional Back-up Center be removed from the agenda. Commissioner Qualls seconded the motion, which passed unanimously by voice vote.
Tagged Passions:alcohol, 911, and contract

Vice Chairman Manning requested that Item 4.A. Jail Expansion Report Presentation be removed from the agenda.

Commissioner Brewer moved to remove Item 4.A. Jail Expansion Report Presentation from the agenda. Commissioner Qualls seconded the motion, which passed unanimously by voice vote.

Tagged Passions:alcohol, expansion, and jail

Commissioner Smith moved to approve the agenda as amended. Commissioner Qualls seconded the motion, which passed unanimously by voice vote.

Conflict of Interest

There was no conflict of interest noted by any member of the Board.

1.
Consent Agenda

Commissioner Smith moved to approve the following consent agenda. Commissioner Qualls seconded the motion, which passed unanimously by voice vote.

A.
Approval of Minutes

Andrea H. Wiggins, Clerk to the Board/Assistant to the County Manager, requested that the Board approve the draft minutes of the April 29, 2019 Regular Meeting. B. Property Tax Refunds and Releases - June 2019 Doris B. Hawkins, Halifax County Tax Coordinator and Collector, requested that the Board approve the property tax refunds and releases in accordance with N. C. G. S. 105-380 and N. C. G. S. 105-381.

Tagged Passions:taxes, Taxes, property, administrator, manager, and property tax

C.
2020 Holiday Schedule

Renee Perry, Human Resources Management Director, requested that the Board approve the 2020 Holiday Schedule.

Tagged Passions:human resources and holiday

2.
Special Recognitions

No additional detail provided

Tagged Passions:recognition

A.
Retirement Resolution Virginia N. Orvedahl, Library Director

Commissioner Smith read a retirement resolution in honor of Virginia N. Orvedahl, Library Director, which is attached to these minutes as Attachment A.

Tagged Passions:retirement, seniors, and library

Commissioner Smith moved to adopt the retirement resolution honoring Virginia N. Orvedahl, Library Director. Commissioner Brewer seconded the motion, which passed unanimously by voice vote.

Tagged Passions:alcohol, recognition, retirement, seniors, and library

B.
Retirement Resolution - Carmella Martin, Public Health

Commissioner Brewer read a retirement resolution in honor of Carmella Martin, Public Health, which is attached to these minutes as Attachment B. Commissioner Brewer moved to adopt the retirement resolution honoring Carmella Martin, Public Health. Commissioner Smith seconded the motion, which passed unanimously by voice vote.

Tagged Passions:alcohol, health, recognition, retirement, and seniors

C.
Retirement Resolution - Barbara C. Boone, Department of Social Services

Commissioner Brewer read a retirement resolution in honor of Barbara C. Boone, Department of Social Services, which is attached to these minutes as Attachment C. Commissioner Brewer moved to adopt the retirement resolution honoring Barbara C. Boone, Department of Social Services. Commissioner Qualls seconded the motion, which passed unanimously by voice vote.

Tagged Passions:alcohol, recognition, retirement, social services, seniors, and services

D.
Retirement Resolution - Rose A. Whitaker, Department of Social Services

Commissioner Manning read a retirement resolution in honor of Rose A. Whitaker, Department of Social Services, which is attached to these minutes as Attachment D. Commissioner Manning moved to adopt the retirement resolution honoring Rose A. Whitaker, Department of Social Services. Commissioner Smith seconded the motion, which passed unanimously by voice vote.

Tagged Passions:recognition, retirement, social services, seniors, and services

E.
Retirement Resolution - Gurmeet S. Suri, Sheriff s Office

Commissioner Qualls read a retirement resolution in honor of Gurmeet S. Suri, Sheriff s Office, which is attached to these minutes as Attachment E. Commissioner Qualls moved to adopt the retirement resolution honoring Gurmeet S. Suri, Sheriff s Office. Commissioner Brewer seconded the motion, which passed unanimously by voice vote. 3. Public Comment Period N. C. G. S. 153A - 52.1 There were no public comments.

Tagged Passions:alcohol, recognition, retirement, public safety, and seniors

4.
Agenda Items

A.
Halifax County Schools Lottery Funds Request

No additional detail provided

Tagged Passions:funding, gambling, and education

Tony Alston, Halifax County Schools Director of School Operations, addressed the Board requesting lottery funds in the amount of 150,000 to renovate the athletic track at Northwest Collegiate and Technical Academy.

Tagged Passions:funding, gambling, education, athletics, and school operations

Commissioner Smith moved to approve the Halifax County Schools lottery funds request

in the amount of 150,000 to renovate the athletic track at Northwest Collegiate and Technical Academy. Commissioner Qualls seconded the motion, which passed unanimously by voice vote. B. 2018 Property Tax Settlement, Report of Insolvents, and Order for the Tax Collector to Collect Property Taxes Doris B. Hawkins, Tax Collector, addressed the Board and requested approval of the 2018 Property Tax Settlement, Report of Insolvents, and to charge the Tax Collector with collection responsibility for the next fiscal year. A brief PowerPoint presentation and a spreadsheet that documented the FY 2018-2019 levy from beginning levy to year-end was provided. The levy by property category for FY 2018-2019 was as follows: real property 22,073,842.56, 87 , and personal property 3,366,756.98, 13 . The collection percentage by category was as follows: real property levy 97.79 , personal property levy 98.93 , and the total combined levy 97.94 . Commissioner Brewer moved to approve the Report of Insolvents. Commissioner Qualls seconded the motion, which passed unanimously by voice vote.
Tagged Passions:alcohol, funding, taxes, Taxes, gambling, property, education, athletics, property tax, and settlement

Commissioner Smith moved to approve the 2018 Property Tax Settlement and to charge the Tax Collector with collection responsibility for the next fiscal year. Commissioner Brewer seconded the motion, which passed unanimously by voice vote.

Tagged Passions:alcohol, taxes, Taxes, property, property tax, and settlement

C.
Halifax County Solar Energy Systems Ordinance

Chris D. Rountree, Planning and Development Services Director, addressed the Board stating that during the June 3, 2019 Regular Meeting, the Board of Commissioners held a public hearing on the Halifax County Solar Energy Systems Ordinance, which was recommended by the Halifax County Planning Board. At that time, the Board of Commissioners deferred action on the Halifax County Solar Energy Systems Ordinance until the June 17, 2019 Regular Meeting to allow an opportunity for further review by the Board. After a brief discussion was held during the June 17, 2019 Regular Meeting regarding the setbacks, buffers, and the length of grass, County staff was directed to make amendments to the Resolution to adopt the Halifax County Solar Energy Systems Ordinance and to repeal a prior Moratorium Ordinance to be reviewed and adopted during the July 8, 2019 Regular Meeting. A redlined copy of the amendments to the ordinance was provided for the Board s review. It was requested that the Board approve a resolution to adopt the Halifax County Solar Energy Systems Ordinance and to repeal a prior moratorium ordinance, which is attached to these minutes as Attachment F. Commissioner Qualls moved to approve a resolution to adopt the Halifax County Solar Energy Systems Ordinance and to repeal a prior moratorium ordinance. Commissioner Brewer seconded the motion, which passed unanimously by voice vote. D. 2020 Census and Complete Count Committee Resolution Chris D. Rountree, Planning and Development Services Director, addressed the Board stating that the County was forming a Complete Count Committee for the upcoming Census to help raise public awareness for participation in and responses to the 2020 Census. Each uncounted resident equated to a loss of economic dollars for the respective communities in which they live. The participation rate for Halifax County in the 2010 Census was 75 , which was very good. It was requested that the Board adopt the resolution of the Halifax County Board of Commissioners to support the 2020 United States Decennial Census and the Halifax County Complete Count Committee, which is attached to these minutes as Attachment G. Commissioner Qualls moved to adopt the resolution of the Halifax County Board of Commissioners to support the 2020 United States Decennial Census and the Halifax County Complete Count Committee. Commissioner Brewer seconded the motion, which passed unanimously by voice vote. E. FY 2019-2020 Home and Community Care Block Grant

Tagged Passions:planning, alcohol, grant, ordinance, development, services, Development, hearing, solar power, and energy

Rose B. Lewis, Human Resources Management, Aging Services, addressed the Board stating that the Halifax County Council on Aging had received notice that the FY 2019-2020 Home and Community Care Block Grant was in the amount of 633,278, which was 3,465 less than last year. The Home and Community Care Block Grant Advisory Committee met and agreed to fund six of the current providers. The County provided a 10 cash match for the Council on Aging in the amount of 8,691 and a 10 in-kind match for the Council on Aging in the amount of 10,352. The Halifax County Department of Social Services required a 10 in- kind match in the amount of 42,953. The funds for the Home and Community Care Block Grant County Funding Plan were contingent upon the balancing of the State budget. Once the Home and Community Care Block Grant County Funding Plan and Grant Agreement were in place, any changes to the grant would be made known to the Board through the County Manager's Weekly Update.

Commissioner Brewer moved to approve the submission of the FY 2019-2020 Home and Community Care Block Grant, Home and Community Care Block Grant for Older Adults Agreement, the receipt of funds if awarded, and authorize the appropriate staff to execute the documents. Commissioner Qualls seconded the motion, which passed unanimously by voice vote.

Tagged Passions:alcohol, funding, grant, council, budget, social services, services, administrator, manager, and human resources

5.
Board Appointments

Tagged Passions:appointments

Economic Development Board

Commissioner Brewer moved to appoint Kris Neal to replace Jeff Peedin to serve on the Economic Development Board, terms expiring June 30, 2022. Commissioner Qualls seconded the motion, which passed unanimously by voice vote. Halifax-Northampton Regional Airport Authority
Tagged Passions:alcohol, economic development, airport, appointments, development, and Development

It was the consensus of the Board to defer action on the Halifax-Northampton Regional Airport Authority.

Tourism Authority Commissioner Manning moved to reappoint Curtis Wynn to serve on the Tourism Authority, term expiring February 28, 2022. Commissioner Qualls seconded the motion, which passed unanimously by voice vote. Commissioner Qualls moved to waive the term limit and reappoint Yvonne Thompson to serve on the Tourism Authority, term expiring July 31, 2022. Commissioner Brewer seconded the motion, which passed unanimously by voice vote.
Tagged Passions:alcohol, airport, appointments, and tourism

Upper Coastal Plain Board of Directors

It was the consensus of the Board to defer action on the Upper Coastal Plain Board of Directors.

6.
Economic Development Report

No additional detail provided

Tagged Passions:economic development, development, and Development

Cathy A. Scott, Economic Development Director, addressed the Board and provided a

Tagged Passions:economic development, development, and Development

brief PowerPoint presentation regarding the monthly Halifax County Economic Development Commission Activity Report.

7. County Manager s Report

Tagged Passions:economic development, boards and commissions, development, Development, administrator, and manager

A.
Town of Halifax Fireworks Display

No additional detail provided

Tagged Passions:fireworks

Tony N. Brown, County Manager, addressed the Board stating that during the June 3, 2019 Regular Meeting, Roland J. Tellier, Fire Marshal, requested that the Board authorize Ed Johnson to discharge and operate an outdoor pyrotechnics display for the Town of Halifax, contingent upon the approval of a valid operator s permit from the North Carolina Office of State Fire Marshal and meeting all relevant North Carolina Fire Code requirements. Due to the weather, the Town of Halifax was unable to display fireworks on July 4, 2019 and was requesting that the Board approve rescheduling the fireworks display to July 27, 2019 and a rain date of July 28, 2019.

Commissioner Brewer moved to approve rescheduling the Town of Halifax fireworks display to July 27, 2019 and a rain date of July 28, 2019. Commissioner Qualls seconded the motion, which passed unanimously by voice vote.
Tagged Passions:alcohol, administrator, manager, fireworks, and building codes

B.
NCACC Annual Conference - Designation of Voting Delegate

No additional detail provided

Tagged Passions:voting

Tony N. Brown, County Manager, addressed the Board requesting that the

Commissioners designate a member to serve as voting delegate at the North Carolina Association of County Commissioners 112th Annual Conference that would be held in Guilford County on August 22-24, 2019. Commissioner Qualls moved to designate J. Rives Manning, Jr. to serve as the County s voting delegate at the North Carolina Association of County Commissioners 112th Annual Conference. Commissioner Brewer seconded the motion, which passed unanimously by voice vote.
Tagged Passions:alcohol, voting, administrator, and manager

C.
Home Health and Hospice of Halifax Special Meeting

No additional detail provided

Tagged Passions:health

Tony N. Brown, County Manager, addressed the Board stating that in order to meet the

completion timeline by the end of August, the Board would need to conduct a public hearing on the proposals that will be received for the purchase of Home Health and Hospice of Halifax. The proposals would be available for public review ten days prior to the public hearing. Because there was no scheduled Regular Meeting until August 12, 2019, the Board would need to schedule a Special Meeting. It was requested that the Board schedule a Special Meeting at 5:30 P. M. on July 22, 2019, July 23, 2019 or July 25, 2019.
Tagged Passions:health, purchasing, hearing, administrator, and manager

It was the consensus of the Board that a Special Meeting be held on July 23, 2019 at 5:30 P. M. in order to conduct a public hearing regarding proposals for the purchase of Home Health and Hospice of Halifax.

Tagged Passions:health, purchasing, and hearing

D.
Easter Seals, dba EVCO, 1710 Watkins Drive

No additional detail provided

Tony N. Brown, County Manager, addressed the Board stating that the County owned

property located at 1710 Watkins Drive, Weldon, which was currently used by Easter Seals, dba EVCO, to provide work for clients with limited educational capacities such as simple assembly tasks. The property was a carryover from when the County provided mental health services at RiverStone and to this day continued to provide mental health services at the facility rent free. An appraisal had been received from Collice C. Moore, Jr., Collice Moore Properties, which valued the property in the amount of 226,000 and the gross rental rate in the amount of 4.00 per square feet which equated to 41,200 annually and 3,433 monthly. EVCO had offered a five-year lease amount, plus one renewal term for an additional five-year lease, in the amount of 21,600 annually, 1,800 monthly. He requested that Board provide direction regarding the property. After a brief discussion was held, it was requested that the County Manager provide further information regarding the services provided at 1710 Watkins Drive, Weldon, by Easter Seals, dba EVCO, in order to determine what would be best for the County. 8. County Attorney s Report
Tagged Passions:health, legal, facility, leasing, services, rental, property, administrator, manager, and mental health

A.
Consent to Assignment of Lease from Geenex, LLC, to The Center for Energy

Education M. Glynn Rollins, Jr., County Attorney, addressed the Board stating that Geenex, LLC, and The Center for Energy Education propose to enter into an agreement whereby Geenex, LLC, assigns and The Center for Energy Education assumes all obligations of Geenex, LLC, under the Geenex Solar Center Lease. The Board must consent to all such assignments by Geenex, LLC. In years past, Geenex, LLC, had assigned leases for various portions of the old airport property that were used for solar power generation. This assignment had to do with the property that was principally associated with the Solar Center. The Center for Energy Education would assume responsibility for payment of rent, as well payment of property taxes on the leasehold improvements. Although a nonprofit corporation, The Center for Energy Education warrants that it would maintain the total ad valorem taxable investment in the County as called for under the terms and conditions of the County s economic development agreement with Geenex, LLC. That period of ad valorem taxable investment was from June 30, 2015 to June 30, 2025. The level of taxable investment was in the amount of 500,000. During that period of time, The Center for Energy Education would not seek any decrease or exemption based upon its nonprofit status. The current annual rent payments were in the amount of 2,240.25. The 2018 tax bill was in the amount of 4,863.01. As with the earlier assignments, this assignment would be without recourse against Geenex, LLC, if the assignee failed to pay rent or property taxes.

Tagged Passions:legal, leasing, economic development, airport, taxes, Taxes, development, public safety, Development, property, investment, education, solar power, ad valorem, energy, and property tax

James H. Pierce, Vice Chairman, The Center for Energy Education Board of Directors,

addressed the Board stating that it was the intent of the Board of Directors to have a facility that would educate the community on solar and renewable energy and to have the facility in possession of the locally controlled Board, as Georg Veit, Chairman, resided in Germany. Commissioner Qualls moved to approve the proposed assignment of the Geenex Solar Center Lease to The Center for Energy Education. Commissioner Smith seconded the motion, which passed unanimously by voice vote.

Tagged Passions:facility, leasing, education, body art, and energy

B.
Amendment to Economic Development Incentive Grant Agreement with Carolina Chips, Inc.

M. Glynn Rollins, Jr., County Attorney, addressed the Board regarding an amendment to
Tagged Passions:grant, legal, economic development, development, health insurance, Development, and incentive

the Economic Development Incentive Grant Agreement with Carolina Chips, Inc. The County had an Economic Development Incentive Grant Agreement with Carolina Chips, Inc., dated August 9, 2016. The total incentive grant commitment was in the amount of 700,000, five annual payments in the amount of 140,000. The company received its first Economic Development Incentive Grant Agreement payment on January 15, 2018. However, we denied the January 15, 2019, payment due to what was then perceived as a failure by the company to meet its ad valorem taxable investment goal for tax year 2018. The company disputed the County s action, and retained the services of in-state counsel, not for litigation purposes, but merely to review and discuss the terms of the Economic Development Incentive Grant Agreement. Following those discussions, errors were discovered in the table of ad valorem taxable investment levels on the Economic Development Incentive Grant Agreement, which had been corrected. The company had met all of its ad valorem taxable investment commitments to

date. The amendment provided to the Board contained the corrected table and also clarified the company's obligation to continue to meet certain ad valorem taxable investment goals through January 1, 2023, with appropriate claw backs of previously paid incentive grant funds if those targets were not met. Commissioner Brewer moved to approve the proposed amendments to the Economic Development Incentive Grant Agreement with Carolina Chips, Inc. Commissioner Qualls seconded the motion, which passed unanimously by voice vote.

Tagged Passions:alcohol, funding, grant, legal, economic development, grocery, taxes, Taxes, development, services, health insurance, Development, investment, ad valorem, and incentive

9.
Other Business

There was no other business for discussion.

Tagged Passions:business

10.
Closed Session

Commissioner Smith moved that Closed Session be entered pursuant to N. C. G. S. 143- 318.11(a) to discuss (6) Personnel and (3) Legal Matters. Commissioner Manning seconded the motion, which passed unanimously by voice vote.

Tagged Passions:legal and personnel

Commissioner Smith moved to return to Regular Session. Commissioner Brewer

seconded the motion, which passed unanimously by voice vote. 11. Adjourn until the July 23, 2019 Special Meeting With there being no further matters to come before the Board, Commissioner Manning moved to adjourn the meeting until the July 23, 2019 Special Meeting at 5:30 P. M. in the Historic Courthouse. Commissioner Smith seconded the motion, which passed unanimously by voice vote. _________________________________
Tagged Passions:alcohol and historic

J.
Rives Manning, Jr., Vice Chairman Halifax County Board of Commissioners

No additional detail provided

_____________________________________ Andrea H. Wiggins, MMC, Clerk to the Board Halifax County Board of Commissioners

Attachment A Attachment B Attachment C Attachment D Attachment E Attachment F Attachment F Attachment F Attachment F Attachment F Attachment F Attachment F Attachment F Attachment F Attachment F Attachment F Attachment F Attachment F Attachment F Attachment G MINUTES

HALIFAX COUNTY BOARD OF COMMISSIONERS

SPECIAL MEETING JULY 23, 2019

Note to Reader: Although the printed agenda document for this Board meeting is not part of these minutes, the agenda document provides background information on most all of the items discussed by the Board at this meeting. The Clerk to the Board maintains the agenda document in accordance with the laws of North Carolina. One may see a copy of the agenda for this meeting by contacting the Clerk to the Board.

The Halifax County Board of Commissioners held a Special Meeting on Tuesday, July

23, 2019, at 5:30 P. M. in the Historic Courthouse, Halifax, North Carolina.

PRESENT: Honorable J. Rives Manning, Jr., Vice Chairman Honorable Carolyn C. Johnson Honorable Marcelle O. Smith Honorable Vernon J. Bryant, Chairman Honorable T. Patrick W. Qualls Honorable Linda A. Brewer OTHERS: Tony N. Brown, County Manager Andrea H. Wiggins, MMC, Clerk to the Board/Assistant to the County Manager M. Glynn Rollins, Jr., County Attorney Dia H. Denton, Deputy County Manager Renee Perry, Human Resources Management Director

Tagged Passions:alcohol, legal, historic, administrator, manager, and human resources

Michelle F. Moseley, Paralegal

No additional detail provided

ABSENT: Mary W. Duncan, Finance Director Ian M. Bumgarner, Senior Management Analyst

Tagged Passions:finance

Call to Order

Chairman Bryant called the meeting to order. Invocation and Pledge of Allegiance Chairman Bryant provided the invocation and the Pledge of Allegiance was then recited.

Adoption of the Agenda

Commissioner Brewer moved to approve the agenda as presented. Commissioner Smith seconded the motion, which passed unanimously by voice vote.
Tagged Passions:alcohol

Conflict of Interest

There were no conflicts of interest noted by any member of the Board.

1.
Notice of Special Meeting pursuant to N. C. G. S. 153A-40(b)

No additional detail provided

Chairman Bryant stated that the Special Meeting was called Pursuant to N. C. G. S. 153A-40(b). He inquired if each member of the Board had received a copy of the Notice of Special Meeting at least 48 hours prior to the time of the meeting. Each member of the Board responded that a copy of the Notice of Special Meeting was received at least 48 hours prior to the Special Meeting.

No additional detail provided

2.
Public Hearing

A. Proposals for the Sale of Home Health and Hospice of Halifax M. Glynn Rollins, Jr., County Attorney, addressed the Board stating that a public hearing must be conducted pursuant to N. C. G. S. 131E-13(d)(5) regarding the proposals to purchase the assets of Home Health and Hospice of Halifax. Pursuant to N. C. G. S. 131E-13(d)(6), copies of the proposals had been available for public inspection for at least ten days prior to the public hearing. The purpose of the public hearing was to provide an opportunity for the public to comment on the proposals and the entities making the proposals. Attorney Rollins provided the Board with a copy of N. C. G. S. 131E-13(d)(5) and (6) along with proposals received from Carolina RehabWorks, HealthView Capital Partners, LLC, and Home Care Management Services, LLC, on behalf of Liberty Home Care VI, LLC. With there being no questions from the Board, Commissioner Qualls moved to declare the public hearing open. Commissioner Manning seconded the motion, which passed unanimously by voice vote.
Tagged Passions:health, legal, sale, services, purchasing, and hearing

Chairman Bryant inquired if there was anyone from the public that wished to comment

regarding the proposals for the sale of Home Health and Hospice of Halifax. With there being no comments from the public, Commissioner Smith moved that the public hearing be closed. Commissioner Brewer seconded the motion, which passed unanimously by voice vote.
Tagged Passions:alcohol, health, sale, and hearing

3.
Agenda Item

No additional detail provided

A.
Grievance Committee Appointment

M. Glynn Rollins, Jr., County Attorney, addressed the Board stating that Ginny Orvedahl was a member of the Grievance Committee and had retired effective June 30, 2019. Ms. Orvedahl was appointed by the Board pursuant to Sec. 1-1.5 of the Halifax County Personnel Policy, as amended on February 2, 2000. It was requested that the Board appoint Doris Hawkins, Tax Collector, to fill the unexpired term of Ms. Orvedahl, former Library Director, term ending January 31, 2021. Commissioner Qualls moved to appoint Doris Hawkins to fill the unexpired term of Ginny Orvedahl, term expiring January 31, 2021. Commissioner Manning seconded the motion, which passed unanimously by voice vote. 4. Adjourn until the August 12, 2019 Regular Meeting Commissioner Brewer moved to adjourn the meeting until the August 12, 2019 Regular

Tagged Passions:alcohol, legal, retirement, appointments, taxes, Taxes, personnel, union, policy, human resources, and library

Meeting. Commissioner Johnson seconded the motion, which passed unanimously by voice vote.

_________________________________ Vernon J. Bryant, Chairman Halifax County Board of Commissioners

_____________________________________ Andrea H. Wiggins, MMC, Clerk to the Board Halifax County Board of Commissioners

AGENDA Halifax County Board of Commissioners Regular Meeting TO: Halifax County Board of Commissioners FROM: Doris Hawkins, Halifax County Tax Collector SUBJECT: Property Tax Refunds and Releases - August 2019 DATE: September 3, 2019 Regular Meeting SUPPORTING INFORMATION: Littleton Pharmacy Inc; PO Box 607; Littleton NC 27850 Parcel 0700150: deactivated - acreage included in parcel 0700149 per deed and plat 2018-Halifax County 57.75 2018-Town of Littleton 60.00 2018-Halifax Co Schools 7.50 2017-Halifax County 58.50 2017-Town of Littleton 60.00 2017-Halifax Co Schools 7.50 2016-Halifax County 58.50 2016-Town of Littleton 60.00 2015-Halifax County 54.75 2015-Town of Littleton 60.00 2014-Halifax County 51.00 2014-Town of Littleton 52.50 TOTAL: 588.00 Roanoke Rapids Housing Authority; PO Box 1195; Roanoke Rapids NC 27870 Parcel 0902356: exempt property billed in error 2018-Halifax Co Schools 36.40 2017-Halifax Co Schools 36.40 TOTAL: 72.80 ATTACHMENTS: Description No Attachments Available TOTAL COST: COUNTY COST:
Tagged Passions:taxes, Taxes, zoning, pharmacy, property, education, property tax, and housing

REQUEST: Approve the August 2019 property tax refunds and releases. The releases report will be provided after the month-end process is completed on the last business day of the month.

AGENDA Halifax County Board of Commissioners Regular Meeting TO: Halifax County Board of Commissioners
Tagged Passions:business, taxes, Taxes, property, and property tax

FROM: Wes Tripp, Sheriff

No additional detail provided

Tagged Passions:public safety

SUBJECT: Acceptance of Technology Grant

DATE: September 3, 2019 Regular Meeting

Tagged Passions:grant, Technology, and technology

SUPPORTING INFORMATION: Requesting acceptance of 5,000 technology grant from Pay Tel Communications, Inc as part of a renewed contract for inmate services including video visitation and telephone communications. The awards will be payable as follows: 2,500 payable 30 days following execution of agreement and the remaining 2,500 payable in one year. The renewal will proceed through the contract process pursuant to county policy after this approval.

Tagged Passions:grant, contract, services, Technology, communications, technology, policy, and Communications

ATTACHMENTS: Description Renewal Proposal

TOTAL COST:0 COUNTY COST:0

REQUEST: Requesting acceptance of 5,000 technology grant from Pay Tel Communications, Inc as part of a renewed contract for inmate services including video visitation and telephone communications. The awards will be payable as follows: 2,500 payable 30 days following execution of agreement and the remaining 2,500 payable in one year.The renewal will proceed through the contract process pursuant to county policy after this approval.

No additional detail provided

Tagged Passions:grant, contract, services, Technology, communications, technology, policy, and Communications

Video Visitation and Tablet Proposal

Presented to

Halifax County, North Carolina

Pay Tel Communications, Inc. 4230 Beechwood Drive Greensboro, NC 27410

Megan Hurley, Regional Account Manager (866) 729-8352 x334 Rick Lubbehusen, Vice President Sales Marketing (866) 729-8352 x325 Pay Tel Technology Proposal Halifax County Sheriff s Office, North Carolina August 14, 2019

Tagged Passions:market, sale, public safety, Technology, communications, technology, manager, and Communications

Pay Tel Communications, Inc. 866.729.8352 ext. 105 sales@paytel.com 2019 Pay Tel Communications, Inc. All Rights Reserved 2

No additional detail provided

Tagged Passions:sale, communications, and Communications

Continuation of Inmate Telephone Service using Pay Tel s CenturionITS Platform

o Collect, Prepaid Collect and Debit Calling o Reasonably priced, commissionable single call option o PIN feature and Debit calling option made possible through integration with JMS and Commissary vendors o Growing list of Investigative Tools, including inteleTRACK Alerts, inteleLINKS dynamic data mining tool, and more o Scheduled User Interface Upgrade planned later this year Guaranteed upgrades as new features are released. Pay Tel s inteleVISIT Video Visitation Solution provided for on-site and remote visitation. o Inmate access to video visitation to be provided on 7 wall-mounted kiosks

o
Free Video Visitation for on-site visitors from 3 lobby kiosks (2 Visitor + 1 Attorney)

o No cost to County provided that remote visitation is activated o Affordable per minute rates for remote visits: .30 per minute o Inmate kiosks will be configured to block the background behind the inmate during visits. o Pay Tel will provide necessary wiring, installation and broadband services necessary
Tagged Passions:legal, services, Internet Access, and rates

to support the proposed service.

o Pay Tel will provide training and information for Jail Staff SERVICES AND TECHNOLOGY PROPOSED L Pay Tel Technology Proposal Halifax County Sheriff s Office, North Carolina August 14, 2019
Tagged Passions:public safety, services, Technology, training, technology, and jail

Pay Tel Communications, Inc. 866.729.8352 ext. 105 sales@paytel.com 2019 Pay Tel Communications, Inc. All Rights Reserved 3

The contract term will remain unchanged, expiring January 24, 2024. Product Rates Inmate Telephone Service

Tagged Passions:sale, contract, communications, Communications, and rates

(Current Rates, Commission)

Type Rate/ Minute Commission Local .17 40 Intrastate LD .21 40 Interstate LD .21 N/A Technology Grant Total Value: 5,000 2,500 Payable 30 days following execution of agreement

Tagged Passions:grant, boards and commissions, transportation, Technology, technology, and rates

+ ,2500 payable in one year

inteleVISIT Video Visitation Current HomeWAV Solution

Description Rate Commission

On-site Visit Free N/A Remote Visit .30 per minute 0 for 24 months
Tagged Passions:boards and commissions

20
beginning

in Month 25 RATES COMMISSIONS Pay Tel Technology Proposal Halifax County Sheriff s Office, North Carolina August 14, 2019

Tagged Passions:boards and commissions, public safety, Technology, technology, and rates

Pay Tel Communications, Inc. 866.729.8352 ext. 105 sales@paytel.com 2019 Pay Tel Communications, Inc. All Rights Reserved 4

No additional detail provided

Tagged Passions:sale, communications, and Communications

Pay Tel offers a robust video visitation solution through our technology partner, HomeWAV. This

Tagged Passions:Technology and technology

effective product offers proven technology, time-saving benefits, and security. The proposed

technology provides free on-site visits through a small number of lobby kiosks and remote paid visits as well. Remote visits are

Tagged Passions:security, Technology, and technology

conducted with the inmates visiting via in-

pod units and visitors calling from the

No additional detail provided

comfort of their own homes, or via a

convenient app which can be used on most

cell phones and tablets. Remote visits are

offered at a reasonable cost to the consumer based on the duration of the visit. Convenient visitation payment processing through PayPal. Free app for Android and Apple mobile devices No rigid visitation schedule to maintain Option to use kiosks to share inmate handbook, rules, etc. Remote visitation reduces the need to move inmates for visits Remote visits provide improved environment for visitation with children inteleVISIT also provides the following important management features: Recording of Video Visits Ability to Monitor Visits in Progress

Tagged Passions:Conservation, environment, and Cell Phones

Visit Search and Playback

Downloadable Recordings Recording Exception for Professional Visits Usage Statistics Flexible Reporting Options Option to Pre-approve Visits/Visitors Password Protected Administrative Access VIDEO VISITATION Pay Tel Technology Proposal Halifax County Sheriff s Office, North Carolina August 14, 2019

Tagged Passions:public safety, Technology, and technology

Pay Tel Communications, Inc. 866.729.8352 ext. 105 sales@paytel.com 2019 Pay Tel Communications, Inc. All Rights Reserved 5

Pay Tel Technology Proposal Halifax County Sheriff s Office, North Carolina August 14, 2019

Tagged Passions:sale, public safety, Technology, communications, technology, and Communications

Pay Tel Communications, Inc. 866.729.8352 ext. 105 sales@paytel.com 2019 Pay Tel Communications, Inc. All Rights Reserved 6

HomeWAV Difference HomeWAV s unique, patent pending, visitation system provides Internet-based video visitation adapted for

Tagged Passions:sale, communications, and Communications

use in the context of a Detention Facility. So what is the difference between HomeWAV s system and those

of competitors?
Tagged Passions:facility and detention

HomeWAV Visitation System Alternatives

Inmate initiates visit direct with approved visitor no

operator assistance required

Other internet visitation systems require detention facility

personnel to act as operator to connect the visit and to ensure inmate is placed at correct inmate station Inmate and visitor schedule visits directly no operator assistance required
Tagged Passions:facility, personnel, and detention

Other internet visitation systems require detention facility

Tagged Passions:facility and detention

personnel to coordinate scheduling

Visits take place as soon as both parties desire Other visitation systems require minimum 24 hour (up to 2 weeks) advanced scheduling No more missed visits because of rigid pre-set schedule Advanced scheduling demands lead to missed visits due to intervening events causing frustration to all concerned Detention facility owns equipment from day one Competitors retain ownership of their equipment System usage revenue shared with facility monthly starting first month
Tagged Passions:equipment, facility, personnel, events, and detention

Other visitation systems either generate no revenue, less

revenue, or revenue sharing is deferred HomeWAV inmate stations placed in common area/day rooms Face-to-face visits require detention facility personnel to frisk inmates as they are transported between cell block and visitation room
Tagged Passions:facility, personnel, and detention

No minimum length visit can be as short as one minute Competitors internet visitation systems require minimum

visit length

All payments process through PayPal/third party

ecommerce Detention facility personnel required to collect and administer funds

Tagged Passions:funding, facility, personnel, and detention

Internet visitation reduces number of visitors entering

your facility (experience shows 75 reduction)
Tagged Passions:facility

Visitors entering facilities generate tremendous demands

on detention facility personnel for processing

Tagged Passions:facility, personnel, and detention

HomeWAV system maintained free of charge for term of

contract 5 years
Tagged Passions:contract

Competitors charge to maintain their systems

AGENDA Halifax County Board of Commissioners Regular Meeting TO: Halifax County Board of Commissioners

FROM: Mary W. Duncan, Finance Director

SUBJECT: Budget Amendments DATE: September 3, 2019 Regular Meeting
Tagged Passions:finance and budget

SUPPORTING INFORMATION: Attached, please find a copy of the budget amendments which transfer funds between accounts or changes the originally adopted budget due to increases and/or decreases as a result of federal/state funding authorizations, fees or insurance reimbursements.

Tagged Passions:funding, budget, and insurance

ATTACHMENTS: Description BA Coversheet BA 9-3-19

TOTAL COST: COUNTY COST:

REQUEST: Approve the budget amendments

AGENDA Halifax County Board of Commissioners Regular Meeting TO: Halifax County Board of Commissioners FROM: Renee Perry, HR Management Director PRESENTER: County Commissioners
Tagged Passions:budget

SUBJECT: Retirement Resolution - Sadie D. Batts, Information Technology Services Department

DATE: September 3, 2019 Regular Meeting

Tagged Passions:retirement, seniors, services, Technology, technology, information technology, and Information Technology

SUPPORTING INFORMATION: Please adopt the retirement resolution and recognize Sadie D. Batts for her service to the county. Attached is the retirement resolution.

No additional detail provided

Tagged Passions:recognition, retirement, and seniors

ATTACHMENTS: Description Retirement Resolution - Sadie D. Batts

TOTAL COST: COUNTY COST:

Tagged Passions:retirement and seniors

REQUEST: Adopt the retirement resolution and recognize Mrs. Batts for her service to the county.

Resolution WHEREAS, SADIE D. BATTS, decided to retire as a Network Administrator with the Halifax County Information Technology Services Department effective August Thirty-First of the Year Two Thousand and Nineteen; and
Tagged Passions:recognition, retirement, seniors, services, Technology, technology, administrator, information technology, and Information Technology

WHEREAS, she has spent Thirty-One years with local government; Sadie has also served in many positions of honor in the community and State, as well as being a dedicated public servant to the citizens of Halifax County.

NOW THEREFORE BE IT RESOLVED that on this day, Tuesday, September Third of the Year Two Thousand and Nineteen, the Halifax County Board of Commissioners did honor Sadie D. Batts with formal adoption of this resolution, to be recorded in the minutes of the meeting of this day. ________________________________________ Vernon J. Bryant, Chairman Halifax County Board of Commissioners ATTEST:

____________________________________ Andrea H. Wiggins Clerk to the Board

AGENDA Halifax County Board of Commissioners Regular Meeting TO: Halifax County Board of Commissioners FROM: Renee Perry, HR Management Director PRESENTER: County Commissioners

SUBJECT: Retirement Resolution - Bernard R. Manley

DATE: September 3, 2019 Regular Meeting

Tagged Passions:retirement and seniors

SUPPORTING INFORMATION: Please adopt the retirement resolution and recognize Bernard R. Manley for his service to the county. Attached is the retirement resolution.

No additional detail provided

Tagged Passions:recognition, retirement, and seniors

ATTACHMENTS: Description Retirement Resolution - Bernard R. Manley

TOTAL COST: COUNTY COST:

Tagged Passions:retirement and seniors

REQUEST: Adopt the retirement resolution and recognize Mr. Manley for his service to the county.

Resolution WHEREAS, BERNARD R. MANLEY, decided to retire as a Convenience Center Site Attendant with the Halifax County Public Utilities Department effective July Thirty- First of the Year Two Thousand and Nineteen; and WHEREAS, he has spent Twenty years with local government; Bernard has also served in many positions of honor in the community and State, as well as being a dedicated public servant to the citizens of Halifax County. NOW THEREFORE BE IT RESOLVED that on this day, Tuesday, September Third of the Year Two Thousand and Nineteen, the Halifax County Board of Commissioners did honor Bernard R. Manley with formal adoption of this resolution, to be recorded in the minutes of the meeting of this day. ________________________________________ Vernon J. Bryant, Chairman Halifax County Board of Commissioners ATTEST:
Tagged Passions:recognition, retirement, utility, Utility, and seniors

____________________________________ Andrea H. Wiggins Clerk to the Board

AGENDA Halifax County Board of Commissioners Regular Meeting TO: Halifax County Board of Commissioners

FROM: Andrea H. Wiggins, MMC, Clerk to the Board/Assistant to the County Manager

SUBJECT: Public Comment Period DATE: September 3, 2019 Regular Meeting
Tagged Passions:administrator and manager

SUPPORTING INFORMATION: Attached, please find the Public Comment Period Statement.

ATTACHMENTS: Description Public Comment Period Statement

TOTAL COST: COUNTY COST: REQUEST: OPENING STATEMENT PUBLIC COMMENT PERIOD As required by G.S. 153A-52.1, the Halifax County Board of Commissioners provides a public comment period once a month as an item of business on its regular meeting agenda. Now is the scheduled time for the public comment period.
Tagged Passions:business

When I call your name, please come to the podium, state your name and address, and begin speaking. You will have three minutes to address the board. If you have documents that you want to give to the board, please hand those out before going to the podium.

I will not go over the rules for the public comment period because they were posted by the door of this room. By signing up to speak, you have acknowledged that you are familiar with the rules and that you will abide by them.

We will do our best to hear from everyone who has signed up to speak, but if we are unable to accommodate everyone in the time allotted, you will be invited to speak during our next public comment period, at which time you will be given priority without having to sign up again.

We appreciate your interest in Halifax County government, and we look forward to hearing from you. At this time, I invite our first speaker to come to the podium and give us your remarks. AGENDA Halifax County Board of Commissioners Regular Meeting TO: Halifax County Board of Commissioners
Tagged Passions:hearing

FROM: M. Glynn Rollins, Jr., County Attorney

No additional detail provided

Tagged Passions:legal

PRESENTER: M. Glynn Rollins, Jr., County Attorney

No additional detail provided

Tagged Passions:legal

SUBJECT: Approval of Asset Purchase Agreement Related to Home Health and Hospice of Halifax

DATE: September 3, 2019 Regular Meeting SUPPORTING INFORMATION: With regard to the sale of Home Health and Hospice of Halifax, the Board has substantially complied with the requirements of N.C. Gen. Stat. 131E-13(d), by (1) adopting a resolution declaring the intent of the County to sell the agency; (2) requesting proposals for the sale of the agency by direct solicitation of at least five prospective purchasers; (3) conducting a public hearing on the resolution of intent; (4) requiring information on charges, services, and indigent care at similar facilities owned and operated by each proponent; (5) conducting a public hearing on the proposals to purchase the agency; and (6) making copies of the proposals with respect to the purchase of the agency available to the public at least ten (10) days before the public hearing on those proposals. The County has negotiated an Asset Purchase Agreement with Liberty Home Care VI, LLC. At least ten (10) days before this meeting, the County made copies of the Asset Purchase Agreement available to the public in accordance with the requirements of N.C. Gen. Stat. 131E-13(d)(8). A legal notice of this regular meeting of the Board was published in accordance with the requirements of N.C. Gen. Stat. 131E-13(d)(7). A copy of the proposed Asset Purchase Agreement is attached.

Tagged Passions:health, legal, sale, services, purchasing, solicitation, hearing, and poverty

ATTACHMENTS: Description Resolution Asset Purchase Agreement

TOTAL COST:n/a COUNTY COST:n/a
Tagged Passions:purchasing

REQUEST: Consider the adoption of the attached Resolution to: 1. Authorize the Chairman of the Board and the County Manager to execute the Asset Purchase Agreement and any other agreements, certificates, documents, and instruments in connection with the Asset Purchase Agreement; 2. Authorize the Finance Director to establish a restricted fund within the general fund balance for the purpose of setting aside funds to secure the indemnification obligations of the County pursuant to the terms of

the Asset Purchase Agreement; and 3. Authorize the County Manager to take such other and further actions as may be necessary to conclude and implement the transaction described in this Resolution.
Tagged Passions:funding, finance, purchasing, administrator, and manager

Resolutions of the

Halifax County Board of Commissioners The following Resolutions were duly adopted by the Halifax County Board of

Commissioners (the Board ), the governing body of Halifax County (the County ), in a duly

No additional detail provided

called regular meeting on September 3, 2019.

WHEREAS, the County currently owns certain assets, which assets are associated with and utilized in the operation of Home Health Hospice of Halifax (the Agency ); WHEREAS, N.C. Gen. Stat. 131E-13 provides that if the County leases, sells, or conveys the Agency, or part thereof, the procedural requirements of N.C. Gen. Stat. 131E-13(d) shall apply; WHEREAS, the Board has carefully studied the future needs of the Agency and has held
Tagged Passions:health and leasing

public hearings and obtained public comment on the present and future needs of the Agency in

No additional detail provided

Tagged Passions:hearing

accordance with the requirements of N.C. Gen. Stat. 131E-13(d);

WHEREAS, the Board has substantially complied with the requirements of N.C. Gen. Stat. 131E-13(d)(1) through (6) and has: (i) at a regular meeting more than sixty (60) days prior to the date hereof, adopted a resolution declaring the intent of the County to sell the Agency (the Resolution of Intent ); (ii) at said meeting, requested proposals for the sale of the Agency by direct
Tagged Passions:sale

solicitation of at least five (5) prospective purchasers; (iii) conducted a public hearing on the

Resolution of Intent; (iv) required information on charges, services, and indigent care at similar
Tagged Passions:services, solicitation, hearing, and poverty

facilities owned and operated by each proponent; (v) conducted a public hearing on the proposals

No additional detail provided

Tagged Passions:hearing

to purchase the Agency; and (vi) made copies of the proposals with respect to the Agency available

to the public at least ten (10) days before the public hearing on said proposals; WHEREAS, Home Care Management Services, LLC ( Liberty ), an experienced home health and hospice provider, submitted a proposal on behalf of itself and its affiliates to purchase substantially all of the assets used in the operation of the Agency (the Assets ); WHEREAS, the terms and conditions of the proposed sale of the Assets to Liberty Home

Tagged Passions:health, sale, services, purchasing, and hearing

Care VI, LLC, a North Carolina limited liability company that is affiliated with Liberty (the

Purchaser ) have been reduced to writing in the form of an Asset Purchase Agreement by and between the County and the Purchaser (the Asset Purchase Agreement ), the form of which is attached hereto as Exhibit A; WHEREAS, at least ten (10) days before this meeting, the County made copies of the Asset Purchase Agreement available to the public in accordance with the requirements of N.C. Gen. Stat. 131E-13(d)(8) and a legal notice of this regular meeting of the Board was published in accordance with the requirements of N.C. Gen. Stat. 131E-13(d)(7); and
Tagged Passions:legal and purchasing

WHEREAS, in accordance with the requirements of N.C. Gen. Stat. 131E-13(d)(7), after

No additional detail provided

considering whether the sale of the Assets to the Purchaser, in accordance with the provisions of

Tagged Passions:sale

this Resolution, will meet the health-related needs of medically underserved groups, such as low

income persons, racial and ethnic minorities, and handicapped persons, the Board finds that the

Tagged Passions:health, discrimination, and racial

sale of the Assets is in the public interest.

Tagged Passions:sale

2
NOW, THEREFORE, be it resolved that in accordance with N.C. Gen. Stat. 131E-13(d),

the Board hereby authorizes, on behalf of the County, the following actions: 1. The Chairman of the Board and the County Manager to execute, on behalf of the County, the final Asset Purchase Agreement and any other agreements, certificates, documents, and instruments to be executed by the County in connection with the Asset Purchase Agreement;
Tagged Passions:purchasing, administrator, and manager

2.
The County Finance Officer to establish a restricted fund within the County s main

operating account for the purposes of setting aside funds to secure the indemnification obligations of the County pursuant to the terms of the Asset Purchase Agreement; and

Tagged Passions:funding, finance, and purchasing

3.
The County Manager to take such other and further actions as may be necessary to

conclude and implement the transaction described in this Resolution. This the 3rd day of September, 2019.

Tagged Passions:administrator and manager

HALIFAX COUNTY BOARD OF

COMMISSIONERS ATTEST: Vernon J. Bryant, Chairman Mary Anderson-Faison Deputy Clerk to the Board of Commissioners EXHIBIT A ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this Agreement ) is entered into as of the ___ day of September, 2019 (the Effective Date ) by and between HALIFAX COUNTY, a body corporate and politic authorized by the laws of North Carolina ( Seller ), and LIBERTY HOME CARE VI, LLC, a North Carolina limited liability company ( Purchaser ). BACKGROUND AND PURPOSE
Tagged Passions:purchasing

Seller is licensed by the North Carolina Department of Health and Human Services ( NCDHHS ) Division of Health Service Regulation, to provide home health and hospice services pursuant to License Number HC0765 in Halifax County, North Carolina and its surrounding counties, including Warren and Northampton Counties (the Service Area ). Purchaser is duly authorized to do business in the State of North Carolina, and Seller desires to sell substantially all of its assets relating to the provision of home health and hospice services (the Services ) to Purchaser, and Purchaser has agreed to purchase the same on and subject to the terms and conditions of this Agreement.

AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, Seller and Purchaser agree as follows:

Tagged Passions:health, regulation, business, services, purchasing, and license

1.
Sale and Transfer of Assets. Subject to the terms and conditions of this Agreement, Seller shall sell, and Purchaser shall purchase for the consideration set forth herein, substantially all of the assets related to Seller s Medicare-certified home health and hospice agency (the Business ), excluding the Excluded Assets (defined below), free and clear of all obligations, charges, security interests, conditional sales contracts, leases, claims, encumbrances, and liens whatsoever (collectively, Encumbrances ), including, without limitation, all of the property described as follows (collectively, the Assets ):

(a) All of Seller s right, title, and interest in and to those certain medical records of the active clients of the Business (the Clients ) existing as of the Closing Date (defined below), including paper records and electronic records (together, the Client Records ) subject to the rights of the Clients to authorize the transfer of the Client Records, the Clients right of access to the information contained in their records, if applicable, and subject to all privacy and confidentiality requirements imposed by state or federal law or regulation;

Tagged Passions:health, regulation, business, leasing, sale, security, contract, seniors, health insurance, purchasing, property, and privacy

(b) Subject to any required consents or approvals, as applicable, and to the extent assignable, the certificates of need (or equivalent), all governmental and non- governmental provider numbers and agreements required to operate the Business, including, but not limited to, Seller s Medicare provider agreements with the Centers for Medicare Medicaid Services ( CMS ), as such agreements relate to Medicare Provider Numbers 34-7004 and 34- 1583 ( Seller s Medicare Numbers ) and Seller s National Provider Identification ( NPI ) numbers 1720080518 and 1275750598 ( Seller s NPI Numbers , and collectively, with Seller s Medicare Numbers, Seller s Provider Numbers and Agreements ), and other intangible rights of Seller necessary to operate the Business, in each case to the extent transferable to Purchaser;

No additional detail provided

Tagged Passions:business, seniors, services, and health insurance

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(c) Any and all on hand and in-stock medical and office supplies used in the operation of the Business;

Tagged Passions:business

(d) Any and all mailing lists, subscriber and advertiser lists, subscriptions, processes, inventory records, budgets, lists of customers and suppliers, records with respect to pricing, volume, payment history, costs, production, and inventory, policies and procedures (including operational policies and procedures), sales and purchasing materials, and supplier records of Seller used in or related to the operation of the Business;

No additional detail provided

Tagged Passions:business, budget, sale, materials, procedure, purchasing, and history

(e) Any and all advertising, editorial, marketing, promotional, and ancillary materials used in or related to the Business;

No additional detail provided

Tagged Passions:business, market, materials, and advertising

(f) Any and all phone numbers and fax numbers used in connection with the Business (the Contact Numbers ), to the extent assignable (and if not assignable, Purchaser shall have the rights set forth in Section 10 with respect to such Contact Numbers); and

No additional detail provided

Tagged Passions:business

(g) Any and all of Seller s goodwill in, and going concern value of, the Business and the Assets.

Notwithstanding anything to the contrary herein, those assets of Seller specifically set forth on Schedule 1A (collectively, the Excluded Assets ) are not being sold hereunder and shall not be included in the term Assets. Purchaser shall have a limited right to use the computer hardware, the Barnstorm software, and other software utilized in the operation of the Business; provided, however, Purchaser shall be responsible for reimbursing Seller for the cost of maintaining such software after the Closing Date for the duration of use by Purchaser, at the cost of __________________ Dollars ( ___________) per month. Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement will not include the assumption of any liability or obligation arising prior to the Effective Date.
Tagged Passions:business, information technology, and Information Technology

2.
Requirements of Sale. Pursuant to N.C. Gen. Stat. 131E-13(a), following the Effective Time (defined below), and for so long as Purchaser operates the Business, and N.C. Gen. Stat. 131E-13 is not amended or deleted to permit the termination of the obligations set forth below as to this transaction, Purchaser shall:

No additional detail provided

Tagged Passions:business and sale

(a) Continue to provide the same or similar Services that Seller provided immediately prior to the Closing Date to individuals in need of such Services;

No additional detail provided

Tagged Passions:services

(b) Ensure that indigent care is available to the population of the area served by the Business at levels related to need as previously demonstrated and determined mutually by Seller and Purchaser;

(c) Not enact financial admission policies that have the effect of denying essential services or treatment solely because of a patient s immediate inability to pay for the services or treatment, subject to prudent business practices;

Tagged Passions:business, finance, services, and poverty

(d) Ensure that Services of the Business are available to beneficiaries of governmental reimbursement programs (Medicaid/Medicare) without discrimination or

Tagged Passions:business, discrimination, seniors, services, program, and health insurance

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preference because they are beneficiaries of those programs, subject to prudent business practices; and

Tagged Passions:business and program

(e) Prepare an annual report to Seller that shows compliance with the requirements of this Section 2, which report shall be sent in accordance with Section 31(a) of this Agreement. The report shall provide a brief summary description of the Services provided in such fiscal year. Subject to patient confidentiality requirements, the report shall indicate the total number of patients seen by the Business in such fiscal year and the number provided indigent care.

In the event Purchaser fails to substantially comply with these conditions, or if it fails to operate the Business open to the public and free of discrimination based on race, creed, color, sex, or national origin unless relieved of this responsibility by operation of law, or if Purchaser dissolves without a successor entity to carry out the terms and conditions of this Agreement, then all ownership and other rights in the Business, including the Assets associated with the Business, shall revert to Seller, subject to the provisions of Section 3; provided that any building, land, or equipment associated with the Business that Purchaser has constructed or acquired after the Effective Time may revert only upon payment to Purchaser of a sum equal to the cost less depreciation of such building, land, or equipment.

Tagged Passions:business, equipment, discrimination, services, events, compliance, and poverty

3.
Reversion Procedures.

(a) If Seller reasonably believes that Purchaser has failed to substantially comply with the, conditions listed in Section 2 above, Seller shall provide Purchaser written notice outlining the nature of such failure in accordance with Section 31(a) below. Purchaser thereafter shall have ninety (90) days to cure such non-compliance and/or to develop a plan to remediate any such non-compliance prospectively. (b) The parties to this Agreement shall attempt in good faith to promptly resolve any dispute or disagreement regarding the existence of substantial non-compliance, the adequacy of a cure of such non-compliance, or the adequacy of the remediation plan that cannot be settled by mutual agreement, by confidential mediation in accordance with the Code of Ethics Rules of Procedure for mediation by the American Health Lawyers Association ( AHLA ) in effect on the date of this Agreement, before resorting to litigation.

Tagged Passions:health, legal, hotel, procedure, compliance, and ethics

4.
Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY AGREEMENT, INSTRUMENT, CERTIFICATE OR DOCUMENT EXECUTED IN CONNECTION WITH THIS AGREEMENT, PURCHASER ACKNOWLEDGES THAT SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE ASSETS (INCLUDING, WITHOUT LIMITATION, THE INCOME TO BE DERIVED THEREFROM OR EXPENSES TO BE INCURRED WITH RESPECT THERETO). SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE BUSINESS OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY AGREEMENT, INSTRUMENT, CERTIFICATE OR DOCUMENT EXECUTED IN CONNECTION WITH THIS AGREEMENT.

No additional detail provided

Tagged Passions:business and public safety

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5. Accounts Receivable; Certain Receipts by Purchaser and Seller.

(a) All deposit payments by Government Programs (defined below) as well as Commercial Programs (defined below) for Services relating to the operation of the Business are deposited into Seller s main operating account (the Account ). As of the Effective Time and continuing until such time as the Tie-In Notices (defined below) are issued and Purchaser s EFT change forms have been processed (the Transition Period ), Seller and Purchaser shall work together to ensure Purchaser receives all amounts deposited into the Account that relate to Services rendered after the Effective Time. (b) The Account shall be used by Purchaser solely to deposit payments by Government Programs during the Transition Period. Purchaser shall establish one account or multiple accounts into which payments from all other sources are deposited. (c) For all deposit payments made to the Account solely for Services rendered in connection with the operation of the Business after the Effective Time (i.e. deposit payments made for Services rendered to Clients of the Business who are admitted after the Effective Time, or who begin a new Episode of Care (as defined below) after the Effective Time), Seller shall sweep such deposit payments on a bi-monthly basis, or on such other schedule as may be determined as necessary by Purchaser, into a bank account controlled by Purchaser, and forward the remittance advice and other documentation provided by the applicable payor to Purchaser. (d) Inasmuch as the Business provides certain home health services that are reimbursed based upon episodes of care which generally span sixty (60) days (each, an Episode of Care ), Seller and Purchaser acknowledge that the Business has received prior to Closing, and will receive after the Closing, aggregated payments (as aggregated, an Episodic Payment ) with respect to Episodes of Care that are open as of the Effective Time (that is, the Episode of Care will have commenced but will not have been completed as of the Effective Time). With respect to each such Episodic Payment, Seller and Purchaser acknowledge that (i) the portion of such Episodic Payment that is attributable to services rendered prior to the Effective Time will belong to Seller and (ii) the portion of such Episodic Payment that is attributable to services rendered after the Effective Time will belong to Purchaser, calculated as set forth below. The accounts receivable for patients undergoing an Episode of Care as of the Effective Time shall be allocated between Seller and Purchaser based on the days elapsed during the current Episode of Care as of and following the Effective Time. (e) On a monthly basis throughout the Transition Period, Seller shall conduct a reconciliation with respect to all Episodes of Care that concluded during the preceding month and for which all aggregate Episodic Payments (including the request for anticipated payment amounts and any end-of-episode or other reconciliation payments) have been received. In conducting such reconciliation, Seller shall utilize the final remittance advice and other documentation provided by the applicable payor. Seller shall provide such reconciliation to Purchaser on or before the fifteen (15th) day following the end of the month for which such reconciliation relates. The portion of each Episodic Payment attributable to services provided by Purchaser after the Effective Time will be calculated based on the number of days between the Closing Date and the last day in such Episode of Care (counting the day upon which the Effective Time falls as the first day and the last day of the Episode of Care as the last day).

Tagged Passions:health, business, services, program, and commercial

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Purchaser and Seller agree to work together on a monthly basis, to create a spreadsheet organized by Client, identifying the following: (i) episode start date, (ii) initial episode value used for the request for anticipated payment ( RAP ); (iii) episode end date, (iv) final episode value; (v) final episode payment; and (vi) proration calculations.

(f) Within ten (10) business days following completion of the reconciliation described in Section 5(e), Seller shall remit to Purchaser, by wire transfer, those portions of the applicable Episodic Payments that are attributable to services provided after the Effective Time. Seller shall also provide Purchaser with supporting documentation of such amounts remitted with respect to services provided after the Effective Time. In the event that Purchaser has reasonable evidence to support its belief that any amount remitted is incorrect, Purchaser shall contact Seller s designated representative as soon as reasonably practicable, and Seller and Purchaser shall conduct a meeting (via telephone or in person as determined by Seller and Purchaser) to discuss the discrepancy. Upon reaching mutual agreement regarding the amount owed, within ten (10) business days Seller shall wire the funds to Purchaser in the agreed upon amount.

(g) On a monthly basis after the Transition Period, in the event that Purchaser receives any Episodic Payment, a portion of which is attributable to services provided prior to the Effective Time, Purchaser shall conduct a reconciliation. In conducting such reconciliation, Purchaser shall utilize the final remittance advice and other documentation provided by the applicable payor. Purchaser shall provide such reconciliation to Seller on or before the fifteen (15th) day following the end of the month for which such reconciliation relates. The portion of each Episodic Payment attributable to services provided by Seller prior to the Effective Time will be calculated based on the number of days between the first day of the Episode of Care and the Closing Date (counting the first day of the Episode of Care as the first day and the day before the Closing Date as the last day).

Tagged Passions:funding, business, services, and events

(h) Within ten (10) business days following completion of the reconciliation described in Section 5(g), Purchaser shall remit to Seller, by wire transfer, those portions of the applicable Episodic Payments that are attributable to services provided prior to the Effective Time. Purchaser shall also provide Seller with supporting documentation of such amounts remitted with respect to services provided prior to the Effective Time. In the event that Seller has reasonable evidence to support its belief that any amount remitted is incorrect, Seller shall contact Purchaser s designated representative as soon as reasonably practicable, and Seller and Purchaser shall conduct a meeting (via telephone or in person as determined by Seller and Purchaser) to discuss the discrepancy. Upon reaching mutual agreement regarding the amount owed, within ten (10) business days Purchaser shall wire the funds to Seller in the agreed to amount.

No additional detail provided

Tagged Passions:funding, business, services, and events

(i) To the extent the Closing Date does not occur on the first day of a calendar month, the parties acknowledge that there will be outstanding beneficiary periods for hospice services that have not been billed by Seller as of the Closing Date ( Open Beneficiary Periods ). In the event of Open Beneficiary Periods, the parties shall work together to bill for such Open Beneficiary Periods and Purchaser shall remit to Seller the pro rata portion of the payments received for such Open Beneficiary Periods based on the days of care that elapsed prior to the Closing Date.

Tagged Passions:services and events

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(j) For so long as an Episode of Care is outstanding and for a period of thirty (30) days thereafter, within a reasonable time following the other Party s request, each Party shall make available to the other Party all bank records related to such Party s bank account into which Episodic Payments are deposited in order to permit each Party to confirm the other Party s compliance with the foregoing obligations.

Tagged Passions:compliance

(k) On the Closing Date, Seller shall provide Purchaser with an updated list of all Clients receiving the above-referenced services. This list shall include the following information: (i) patient name; (ii) address; (iii) date of birth; (iv) insurance/payor source; (v) start of care date; (vi) dates upon which services were provided; and (vii) the nature of the service(s) provided identified by discipline. In addition, and in the event that any of the Clients are paid under a Prospective Payment System ( PPS ) reimbursement method, the list shall also include: (vi) episode start date, (vii) RAP, (viii) episode end date and (ix) projected episode amount. Seller shall provide the above list in an Excel Spread Sheet.

(l) Seller shall retain whatever right, title and interest it may have in and to all outstanding accounts receivable which relate solely to Services performed during the period prior to the Closing Date. Seller shall have full authority to collect on such accounts receivable, and Purchaser shall have no obligation to collect any such account receivable on Seller s behalf. Seller acknowledges that Purchaser shall own and shall have the right and authority to collect on Purchaser s own behalf all accounts receivable arising from Services provided by the Business on or after the Closing Date.
Tagged Passions:business, services, events, insurance, and discipline

6.
Purchase Price; Closing.

(a) In consideration of the sale and transfer of the Assets, Purchaser shall pay to Seller the sum of Three Hundred Fifty Thousand Dollars ( 350,000.00) (the Purchase Price ). On or about July 17, 2019, Purchaser delivered to Seller, as earnest money, Thirty-Five Thousand Dollars ( 35,000.00) the Earnest Money ), which shall be credited against the Purchase Price. At the Closing (defined below), Purchaser shall pay to Seller the balance of the Purchase Price (after crediting the Earnest Money).

Tagged Passions:sale and purchasing

(b) At the Closing, Seller shall establish a restricted fund balance account in the amount of Fifty Thousand Dollars ( 50,000.00) from a portion of the Purchase Price (the Restricted Fund Balance Account ), for the purpose of securing the indemnification obligations of Seller as set forth in this Agreement. The Restricted Fund Balance Account shall be maintained in accordance with the Restricted Fund Agreement, the form of which is attached hereto as Exhibit A.

(c) The closing of the transactions contemplated under this Agreement (the Closing ) shall be held on September 4, 2019, following the satisfaction or waiver of all closing conditions set forth in Sections 20 and 21 below, or such other time and place that the parties may agree (the Closing Date ), effective as of 12:01 a.m. (EST time) on the Closing Date (the Effective Time ).
Tagged Passions:purchasing

7.
Contractual Obligations. Seller shall, pursuant to an Assignment and Assumption Agreement, in substantially the form attached hereto as attached hereto as Exhibit B,

No additional detail provided

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assign to Purchaser (at Purchaser s sole and absolute election) as of the Closing Date all of its rights in and to the contracts used by Seller in the operation of the Business, as set forth on Schedule 7 attached hereto and incorporated herein by reference (the Assumed Contracts ). Purchaser shall assume Seller s obligations under the Assumed Contracts on the Closing Date. The Assumed Contracts shall not include any contracts not listed on Schedule 7 (the Excluded Contracts ).

No additional detail provided

Tagged Passions:business, voting, contract, and election

8.
Seller s Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at or before the Closing Seller shall deliver to Purchaser:

No additional detail provided

(a) an executed Bill of Sale and Assignment (the Bill of Sale ), in substantially the form attached hereto as Exhibit C, conveying, as of the Closing Date, the Assets to Purchaser, free and clear of all Encumbrances;

(b) an executed Assignment and Assumption Agreement; (c) a certificate executed by an officer of Seller certifying as to the accuracy of its representations and warranties herein as of the Effective Date and as of the Closing in accordance with Section 20(a) and as to Seller s compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 20(b);
Tagged Passions:sale, public safety, performance, and compliance

(d) an updated list of all Clients of the Business as of the Closing Date, as well as accurate and complete copies of all of the Client Records;

(e) copies of all consents required to be obtained by Seller in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby as required to be disclosed in Schedule 18(c); (f) an executed Lease Agreement (the Lease Agreement ) in substantially the form attached hereto as Exhibit D, by and between Seller and Purchaser, which Lease Agreement provides Purchaser the right to occupy and use a portion of the fully furnished space currently occupied by Seller for the operation of its home health and hospice office, including the IT infrastructure that is installed in the space, until such time as the Tie-In Notices are received and Purchaser is lawfully permitted to relocate the Business, which Purchaser acknowledges is subject to receipt of all appropriate approvals from applicable governmental authorities; (g) the Restricted Fund Agreement executed by Seller and documentation of the establishment and funding of the Restricted Fund Balance Account; (h) Resolutions approving this Agreement and authorizing the execution and delivery of this Agreement to Purchaser; and (i) Executed CMS 855A Forms for each of the Medicare Provider Numbers.
Tagged Passions:funding, health, business, leasing, seniors, and health insurance

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9. Purchaser s Closing Obligations. In addition to any other documents to be delivered under other provisions of this Agreement, at or before the Closing, Purchaser shall deliver to Seller:

(a) the balance of the Purchase Price by wire transfer to Seller; (b) a certificate executed by an officer of Purchaser certifying as to the accuracy of its representations and warranties herein as of the Effective Date and as of the Closing in accordance with Section 21(a) and as to Purchaser s compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 21(b); (c) an executed Assignment and Assumption Agreement; (d) an executed Lease Agreement; (e) an executed Restricted Fund Agreement; and (f) Resolutions approving this Agreement and authorizing the execution and delivery of this Agreement to Seller.
Tagged Passions:leasing, public safety, performance, purchasing, and compliance

10.
Additional Action.

(a) From time to time, whether at or after the Closing and without further consideration, the parties shall execute and deliver such further instruments of conveyance and transfer and take such further action as either may reasonably request in order to convey and transfer the Assets and to document the transactions contemplated hereby. Purchaser and Seller each shall reasonably cooperate with the other in the timely completion of the documentation contemplated by this Agreement, as well as the other requirements of this Agreement, including such matters that may arise following the Closing. (b) If Seller is unable to assign the Contact Numbers to Purchaser, then from and after the Effective Time, Seller shall forward all calls or faxes to such Contact Numbers to such phone or fax numbers as designated by Purchaser from time to time. Seller shall not discontinue the Contact Numbers without the prior written consent of Purchaser.

11.
Liabilities. Purchaser shall assume from Seller only those liabilities or obligations of Seller arising following the Effective Time under the Assumed Contracts that are effectively assigned to and assumed by Purchaser hereunder (but specifically excluding all obligations or liabilities arising from any default, breach or violation of any such Assumed Contract occurring prior to the Effective Time, whether occurring as a result of the transactions contemplated by this Agreement or otherwise) (collectively, the Assumed Liabilities ), and no other liabilities or obligations. Except solely for the Assumed Liabilities, Purchaser shall not assume, or in any way be liable or responsible for, any liability of Seller, whether known or unknown, direct or indirect, now existing or hereafter accruing, all of which shall remain the sole responsibility of, and shall be solely retained, paid, performed and discharged by Seller (collectively, Retained Liabilities ), which includes, without limitation, the following:

No additional detail provided

Tagged Passions:contract

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(a) Any liability arising out of or relating to Services provided by, or on behalf of, Seller;

(b) Any liability arising out of the employment of or arising out of any employment, severance, retention or termination agreement with any employee, including, without limitation, wages or any other compensation accrued prior to the Effective Time or COBRA, or any parachute payment to a disqualified individual (as each term is defined in Section 280G of the Internal Revenue Code) as a result of the transaction; (c) Any liability arising out of or related to an employee grievance related to periods prior to the Effective Time; (d) Any liability arising out of any workers compensation claims made or related to periods prior to the Effective Time; (e) Any liability arising out of any proceeding relating to any act or omission of Seller; (f) Any claims, potential claims or liability arising out of any claims, causes of action or other litigation matters arising from events that occurred prior to the Effective Time; (g) Any liability arising out of or resulting from Seller s noncompliance with any law, rule or regulation; (h) Any liability arising out of or relating to any appeals, audits, adjustments, or recoupments made by a Governmental Program (defined below) or a third-party payor for Services rendered by or on behalf of Seller prior to the Effective Time; (i) Any liability of Seller under this Agreement or any other document executed in connection with the transactions contemplated hereby; or (j) Any liability relating to operations of the Business prior to the Effective Time. Further, notwithstanding any other provision of this Agreement to the contrary, Seller shall be solely responsible for the satisfaction of all liabilities with respect to the Retained Liabilities and all other liabilities of Seller, other than the Assumed Liabilities, whether known at the time of Closing or thereafter determined.
Tagged Passions:compensation, regulation, business, legal, union, services, events, program, employment, audit, and human resources

12.
Seller s Provider Numbers and Agreements. To the fullest extent permitted by law, Seller sells, assigns, and transfers to Purchaser, all right, title, benefit, privileges, and interest in, to, and under Seller s Provider Numbers and Agreements, each to the extent transferable. By virtue of the assignment and assumption of Seller s Provider Numbers and Agreements, following the Effective Time, Purchaser is entitled to full and exclusive use of Seller s Provider Numbers and Agreements. Notwithstanding the foregoing, Purchaser shall not assume or be deemed to have assumed and shall not be responsible for any liability or obligation of Seller under Seller s Provider Numbers and Agreements with respect to periods prior to the Closing Date. Purchaser shall be solely responsible for the operation by Purchaser of the

No additional detail provided


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