8712h' .6m, V imm im W= r ice■
8,712
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE MAYOR TO ENTER INTO THE
CENTRAL HEALTH UNIT OF PULASKI COUNTY, ARKANSAS
INTERGOVERNMENTAL AGREEMENT BY AND AMONG THE COMMUNITY
HEALTH CLINIC FACILITY BOARD FOR PULASKI COUNTY,
ARKANSAS, THE CITY OF LITTLE ROCK, PULASKI COUNTY,
ARKANSAS, AND CERTAIN OTHER PARTIES TO SET FORTH THE
AGREEMENTS AND UNDERSTANDINGS AMONG THE PARTIES TO THE
AGREEMENT WITH RESPECT TO THE FINANCING OF THE COSTS OF
ACQUIRING, CONSTRUCTING AND EQUIPPING THE PULASKI
COUNTY, ARKANSAS CENTRAL HEALTH UNIT; TO APPORTION THE
PROGRAM, OPERATING AND ADMINISTRATIVE COSTS OF THE
PROJECT AND THE PROGRAM AMONG THE PARTIES; AND FOR
OTHER PURPOSES
WHEREAS, the Board of Directors adopted Little Rock,
Arkansas Resolution No. 8,483 (October 1, 1991) stating an intent
to enter into an agreement with Pulaski County, Arkansas to fund
the operation costs and the construction costs for a Central
Health Unit to house the combined Pulaski County Health
Department and Little Rock Health Department (the "Project "); and
WHEREAS, the Board of Directors adopted Little Rock,
Arkansas Resolution No. 8,600 (November 5, 1991) authorizing the
Mayor to enter into an agreement with Pulaski County, Arkansas
(the "County ") to provide health services, apportion the cost for
the combined Pulaski County /Little Rock Health Department, and
for other purposes; and
WHEREAS, the agreement approved by Resolution No. 8,600 was
executed by the Mayor on behalf of the City of Little Rock (the
"City ") and by the County Judge on behalf of the County and
became effective November 11, 1991; and
WHEREAS, the County created The Community Health Clinic
Facility Board for Pulaski County, Arkansas (the "Board ") and
authorized the Board to issue project revenue bonds to finance a
portion of the costs of acquiring, constructing and equipping the
Project; and
WHEREAS, in order to more fully and completely set forth the
respective undertakings and agreements by and among the Board,
the City, the County and other participants in the Project, a
proposed interlocal agreement has been prepared and presented to
321
S
3222
the City to supplement the provisions of the Agreement of
November 11, 1991; and
WHEREAS, the interlocal agreement has been reviewed by the
City Manager, the City Treasurer and the City Attorney for
compliance with Arkansas law and City fiscal procedures.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
THE CITY OF LITTLE ROCK, ARKANSAS:
SECTION 1. The Mayor is hereby authorized to enter into The
Central Health Clinic of Pulaski County, Arkansas
Intergovernmental Agreement (the "Agreement) substantially in the
form attached to this Resolution as Exhibit "A" for the purpose
of accomplishing the objectives set forth therein, subject only
to such modifications as the Mayor upon the advice of the City
Manager, the City Treasurer and the City Attorney, shall deem
reasonably necessary to fully and completely implement the
purposes and objectives of the Agreement, with the Mayor's
execution thereof to evidence the City's approval of such
modifications.
SECTION 2. That the City Clerk shall be authorized to
attest the Mayor's approval of the Agreement and to impress
thereon the seal of the City.
SECTION 3. That the Mayor and City Clerk, together with
City Manager, City Treasurer and City Attorney shall be
authorized to take any and all other action which shall be
necessary and appropriate to the implementation of the provisions
of the Agreement including the execution and delivery of such
other certificates as may reasonably be requested, verifying the
City's financial condition and other matters related to the
financing of the Project.
SECTION 4. This Resolution shall be in effect from and
after the date of its adoption.
ADOPTED: June 2, 1992
ATTEST:
ROBBIE HANCOCK
CITY CLERK
APPROVED:
'SHARON PRIEST Z4�;�
MAYOR
2
M �
Y
� 1M M = M
WLIMINARY DRAFT 323
May 29, 1992 2:12pm
For Discussion Purposes Only
BLACKLINE
THE CENTRAL HEALTH UNIT OF PULASKI COUNTY, ARKANSAS
INTERGOVERNMENTAL AGREEMENT
This Intergovernmental Agreement (the "Agreement ") is entered into as of the
day of 1992, by and among The Community Health Clinic Facility Board for
Pulaski County, Arkansas (the 'Board "), Pulaski County, Arkansas (the "County "), the City
of Little Rock, Arkansas (the "City "), the Arkansas Department of Health (the
"Department "), the State of Arkansas by Arkansas State Building Services ( "SBS ") and the
Metropolitan Emergency Medical Services System ( "MEMS ") (the Board, the County, the
City, the Department, SBS and MEMS are sometimes referred to hereinafter collectively as
the "Parties ").
ARTICLE I
Recital; Purposes; Duration.
Section 1.01 The Board. The Board is a body politic and corporate, duly created
and validly existing under the Constitution and laws of the State of Arkansas (the "State "),
including The Public Facilities Board Act, Ark. Code Ann. §§ 14- 137 -101, gt S�M.(., and
Ordinance No. 920R10 of the County, adopted February 26, 1992, as amended, which grant
to the Board, inter alia, the power to assist in the acquisition, construction, installation and
equipping of public facilities to protect and promote the physical health, safety and fiscal and
economic welfare of the people of the County. The Act further grants to the Board the
authority to issue revenue bonds for specified public facilities projects including public health
care facilities and apparatus as provided in Ark. Code Ann. § 14- 137 -106 (1987, Suppl.
1991). The Board is authorized pursuant to The Interlocal Cooperation Act, Ark. Code.
Ann. §§ 25 -20 -101, et seq., (the "Act ") to enter into interlocal cooperation agreements.
Section 1.02 The County. The County is a duly created and validly existing county
under the Constitution and laws of the State, and is authorized pursuant to the Act and Ark.
Code Ann. § 14 -14 -910 (1987) to enter into interlocal cooperation agreements.
Section 1.03 The City. The City is a duly created and existing city of the first class
under the Constitution and laws of the State, and is authorized pursuant to the Act to enter
into interlocal cooperation agreements.
Section 1.04 The Department. The Department is a State agency created pursuant
to Ark. Code Ann. § 25 -9 -101 (1987; Suppl. 1991) and is an agency within the Executive
Department of the State responsible by law for matters of public health affecting the residents
of the State and is authorized pursuant to the Act to enter into interlocal cooperation
agreements.
JL 5 5-
A -3
0
Section 1.05 SBS. SBS is a State agency created pursuant to the Arkansas State
Building Services Act, Ark. Code Ann. §§ 22-2-101,g s_N. (1987, Suppl. 1991) et .,
and is an agency within the Executive Department of the State responsible by law for the
leasing of office facilities suitable for housing the activities of various agencies of state
government, including the Department, and is authorized pursuant to the Act to enter into
interlocal cooperation agreements.
324
Section 1.06 MEMS. MEMS was established by the City of Little Rock, Arkansas,
pursuant to Ark. Code Ann. §§ gi 5,e4., and Ordinance No. 14,511, adopted _
, and Ordinance No. 14,574, adopted by the Board of Directors
of the City and was created by the City for the purpose of providing emergency life support
ambulance services to the residents of the City, and to the residents of the County pursuant
to the Metropolitan Emergency Medical Services Project Interlocal Agreement approved
, 1987, and is authorized pursuant to the Act to enter into interlocal cooperation
agreements.
Section 1.07 Purposes. The Parties desire to contract and cooperate with the Board
in the acquisition, construction and equipping of a community health clinic in which the
County's ^central /health ^unit ( the " Cental lTeal3h Urttt" and other health related agencies
will be housed for a purpose of providing medical and health related services to the
residents of the County (the "Program ") and to accomplish the financing of the costs of
acquiring, constructing and equipping the nCntrat Health Unit (the "Project "); and ^desire
to set forth certain understandings and agreements g the Parties with respect to
financing the costs of acquiring, constructing and eq ipping the Project and providing for the
financing, administration and operation of the Program.
Section 1.08 Term of Agreement. Subject to the provisions of Section
hereinafter to i'rOgram (xy ilia Fartte, the Parties expect that this
Section 1.09 Compliance with Act. This Agreement is entered into, to set forth the
matters required by the Act, to specify other matters relating to the Program and the Project
be undertaken by the Parties, and to set out the respective responsibilities and obligations of
the Parties with respect thereto.
Section 1.10 Authority. The purpose of this Agreement, as set forth in this Article
I, is declared by each of the Parties to be an appropriate exercise of governmental authority
granted to each Party by the Constitution and laws of the State, and the actions of the parties
hereunder shall be for the benefit of the residents of the County and the City in accordance
with the public purposes of the Act.
3
ii •- L�
• 325
ARTICLE 11
The Project; Description; Funding; Construction.
Section 2.01 The Project, Description. The Board agrees to undertake the
acquisition, construction and equipping of the Project which is more precisely described as a
building of three stories suitable for a public health clinic, medical offices and related
activities consisting of approximately 40,000 square feet together with a minimum of 110
parking spaces to be located on the real property described in Exhibit "A" attached hereto
and made a part hereof (the "Project Site "), and to equip such facilities in accordance with
the recommendations of the Department and County's Public Health Department.
Section 2.02 Funding, of Project Costs. The cost of acquiring, constructing and
equipping the Project shall be paid by certain of the Parties in the following manner:
(a) The County has appropriated the total sum of $934,500 (the "County's Capital
Contribution ") as its share of the cost of the Project to be contributed as follows:
(i) The County will acquire the Project Site and thereafter convey the
Project Site, free and clear of all liens and encumbrances, to the Board. The approximate
cost of acquiring the Project Site is $ ; and
(ii) The balance of the County's Capital Contribution, estimated to be
approximately $ shall be transferred,nt tes Coittettce7etit of ccsstrat ttcr o
tits Pxo�ett to an account of the Board administered by the County Comptroller pursuant to
the County's fiscal regulations, to be expended by the Board for qualified costs of the Project
including the payment of architectural and other preliminary expenses reasonably incurred in
connection with the preparation of plans, specifications and work at the Project Site.
(b) The City agrees to pay its pro -rated share of the costs of constructing and
equipping the Project on the`:Ptolect Stte which shall be computed as all amouno necessary
to pay the principal of, premium, if any, interest on and trustee's and paying agent's fees in
connection with an issue of tax- exempt project revenue bonds (the "Bonds ") to be issued by
the Board in a principal amount estimated to be approximately $1,515,000, inclusive of costs
of issuance and debt service reserve fund, which shall bear an interest rate not to exceed
seven and four - tenths percent (7.4 %) (the "City's Capital Contribution "), provided, however,
that the Board may sell the Bonds either at public sale or by negotiated sale. The City's
Capital Contribution shall be payable in approximately equal ^q* uarter,I installments over a
term of not more than twenty (20) years commencing on the st day of 1992,
and shall be in addition to the sums paid by the City for the City's pro -rated share of the
Program Costs as described in Article III of this Agreement. Purble rtritire the .t tty N i.-ehv
3
5 S"
(c) The County has applied to the Department for a grant in the amount of
$600,000, the proceeds of which shall be applied to pay a portion of the costs of the Project
construction (the "Department Grant ") all as set forth in the Grant Agreement by and
between the Department and the County dated 1992, and attached hereto and
made a part hereof as Exhibit "B" (the "Grant Agreement "). The Department and County
acknowledge that the Board will administer the Department Grant in conjunction with the
County's Capital Contribution, the City's Capital Contribution and other available funds to
complete the Project. The Board agrees to comply with the terms and conditions of the
Grant Agreement in all respects as the agent of the Department and the County.
W.
Section 2.03 Issuance of Bonds by Board. The Board agrees to issue, at the
request of the City, its project revenue Bonds for the purposes of financing a portion of the
costs of the Project. All matters concerning the authorization, issuance and terms of the
Bonds shall be determined solely in the judgment of the Board, but the Board shall consult
with the City with respect to the City's agreement to make the City's Capital Contribution as
provided in paragraph 2.02(b) hereinabove lire Pdrtts tiu'grttetttttwEedge
Section 2.04 Assurances; Cooperation. The ;te will enter into such additional
undertakings and provide such certificates and representations as shall be required, from time
to time, to enable the Board to issue the Bonds under the conditions that the interest received
by the owners of such Bonds shall be exempt from Federal Income Taxation and the Bonds
shall be issued for a valid public pursue under the Act.
Section 2.05 Equal Employment Opportunity. The Board agrees that it will insure
that any contractor and /or subcontractors on the Project with a contract of $10,000 or more,
shall abide by the provisions of Federal Executive Order 11246 concerning Equal
Employment Opportunity.
326
12 -S5-
� -!Q
ARTICLE III
The Program; Funding.
M = M M
Section 3.01 The Program. Upon completion of construction and equipping of the
Project, the County will relocate the County's Central Health Unit /fit( the Project pursuant
to a lease agreement between the Board and the County, a copy of which is attached hereto
.................................... ...............................
as Exhibit "D" and made a part hereof. The County ^Pu1�It C2�lth 172partment, in
conjunction with the Department ^ and other health agencies, shall be responsible for
providing public health services to the residents of Pulaski County, Arkansas including, but
not limited to, the services set forth in Exhibit "E" attached hereto and made a part hereof
(referred to hereinabove as the "Program "). Additional services may be added to the
as required by State law, and as mutually agreed by the City and the
Section 3.02 Program Funding. In consideration of the Board's undertakings with
respect to the acquisition, construction and equipping of the Project, the City and the County
agree that (z) the costs of operating the Program, (rl} the costs of operating and maintaining
the Project and. the atlm msirative tests of ik��d. (collectively the "Program Costs ")
shall be borne by the City and the County in the following proportions:
After collecting and applying all revenues received from leases of roject/� /�spai~
and any other revenues derived from the operations of the Project (not including the Gify's
Capital Contribution and the County's Capital Contribution pursuant to Section 2.02 of this
Agreement) the City shall contribute fifty eight percent (59 %) of the Net Program Costs and
the County shall contribute forty two percent (42 %) of the Net Program Costs of the Central
Health Unit and the Project. "Net Program Costs" as used herein shall mean the costs
remaining after application of all rentals, lease payments, and other Project revenues
whatever source? to pay Program Costs.
Section 3.03 Deposits: Annual Budget. The City and the County do hereby
mutually agree to deposit monthly to the credit of the "Central Health Unit Operating Fund"
(the "Operating Fund ") one fouttt (1/ p of their respective shares of the annual Program
Costs as based upon a budget of anticipated Program Costs approved by the Quorum Court.
In event the actual Program Costs exceed the approved annual budget, an appropriate pro
rata adjustment will be made with payments due from each of the, -City and the County during
the fourth month of the following budget year. The budget of anticipated Program Costs
shall be prepared annually by the County Public Health Department, with the assistance of
the Manager and tilde Iicaard (identified hereinbelow) and shall indicate by general category
the project uses of all funds available to pay Program Costs. The proposed budget shall be
presented for approval of the Quorum Court not later than December of the year preceding
the beginning of the calendar year for which the b#4- of Program Costs has been
prepared.
5
327
� -ss-
/I ` /
i• i• i• f• � iiii� f• illi� i• fi f• fi f• � �
328
Section 3.04 No Board Obligation. Notwithstanding any provision of the
Agreement to the contrary, the Board shall have no obligation to pay any of the Program
Costs at anv time-artd sl;ali r of be respatistble for the adtniMWAW ttf the PxaAratn or tl(e
Section 3.05 Records: Inspection. The Board shall maintain the records with
regard to receipt and expenditures of monies received by the Board pursuant to this
Agreement and which are required by the laws of the State and any applicable Federal tax
laws or regulations. The Board shall permit inspection by any of the Parties to this
Agreement at all reasonable times of the Board's records concerning the receipt and
expenditures of such money and shall provide the Parties with an audit of its affairs after
receipt of any audit performed pursuant to State law, County regulations or the Board's
bylaws.
ARTICLE IV
Administration.
Section 4.01. The Administrative ResDonsibililies of the Board. All matters
relating to the issuance of Bonds, selection of trustees and paying agents, engagement of
underwriters, bond counsel and other professional services in connection with the issuance of
such Bonds, and matters of a similar nature related to the issuance of the Bondsant! Clt
selection ofttotney, aCC+�untants and the 14iautdget t xents£ied: aeluw shall be solely within
the administrative control of the Board.
Section 4.02. Administrative Responsibilities of the County. The administrative
determinations of the County Public Health Department with respect to any individual
undertaking or activity relating to public health shall be determined solely by the Director of
the County Public Health Department (tli "I?rsctoi ", or such other person as may be
designated by the Director to exercise such responsibilities, or as may otherwise be
determined, if necessary by the Quorum Court of the County. Matters related to the
employment of personnel or the contracting for goods and services related to the Program
shall be determined by the Director or the Director's designee, with the consent of the
^County and subject only to other provisions of the Agreement.
Section 4.03. Administration and Management of the Project Facilities. The
Parties hereto agree that it is in the best interest of the Parties to this Agreement and the
residents of the County? that the Project be managed in a professional manner and do
therefore agree that the Board shall be authorized to engage the services of a independent
professional management company (the "Manager ") and that the cost of such services shall
be included as a Program Cost.
Section 4.04. Indemnity, Immunity. The Parties hereto do mutually agree to
indemnify, hold harmless and protect one another with respect to any matter relating to the
a
�g
Project or the Program which the respective Parties shall undertake. Each such Party shall
act, with respect to matters described in this Agreement solely in their respective
governmental capacities and each Party shall be fully entitled to all immunity from suit as is
accorded to agencies of the State under the laws and Constitution of the State applicable
thereto as the result of any governmental action taken pursuant to this Agreement.
Section 4.05 Covenant to SunDort Proiect and ProLwarn tsaee�rit fcxr axaetirrii
control aCtv�tfea; each of the City and the County do hereby covenant and agree that no
other funds shall b� appropriated for public health services in the City of Little Rock and
Pulaski County, Arkansas until the annual obligations set forth in this Agreement are
ARTICLE V
Miscellaneous.
Section 5.01. Effective Date. This Agreement shall be effective upon the execution
and delivery hereof by the representatives and officers of each of the respective Parties
7
32S
M M M M M M
0
0
M- . M
3 3 "C
hereto, provided, however, that such execution and delivery of this Agreement shall not be
deemed effective until the form of this Agreement has been submitted to the Attorney
General of the State, and advice is received that the Agreement is in proper form and
compatible with the laws of the State, or the Attorney General shall have failed, within thirty
days of such admission to disapprove this Agreement.
Section 5.02. Amendment. This Agreement may be amended, from time to time,
by mutual agreement of the Parties, provided, however, that ) any such amendment shall be
submitted to the Attorney General of the State as required by law prior to the execution and
delivery of any such amendment, and such amendment shall not be effective until approved
by the Attorney General or such time has expired as would constitute the approval by the
Attornev General under the Act, arid: {tt} titgt.tbe trutee.lor:e lortds:aitall.haue atmxese
Section 5.03 Termination. This Agreement may be terminated by any of the Parties
hereto upon WOMAUmel prior written ndft of the intention to terminate by the
governing body of the party electing to terminate served by such party upon the Chairman of
the Board, the Mayor of the City, the County Judge of the County, the Director of the
Department, the Director of SBS or the Director of MEMS, as applicable. By mutual
agreement of the parties, the foregoing notice requirement may be waived or the time
reduced.
Section 5.04. Disposition of Property Upon Termination. If this Agreement shall
be terminated, except as the Parties may otherwise agree, all property purchased by the
Board from income provided by the Parties shall be and remain the property of the Board
and be subject to its total dominion and control. To the extent that any monies are held by
the Board, or there remain any monies or investments subject to the resolution or indenture ^
securing any Bonds issued to provide funds to construct the Project, the right to receive any
monies and incomes therefrom shall be solely that of the Board, except to the extent the
Board or the trustee shall be entitled to compensation for administrative services under ^the
I'eSaitruvrt ar tnrl�ttare s�u�ng the ip�d�.
Section 5.05 Governing Law. The governing laws of this Agreement having been
entered into pursuant to the provisions of the Act, shall, except to the extent otherwise
required by a subsequent amendment to the Act of the laws of the State, be construed in
accordance with the provision of the Act and the laws of the State.
Section 5.06. Severability. In the event any provision of this Agreement shall be
held invalid or unenforceable by any court of competent jurisdiction such holding shall not
invalidate or render unenforceable any other provision hereof, if, as a result of such
determination, the remainder of this Agreement is in compliance with the Act.
0
r� /a
Section 5.07. Execution of Counterparts. This Agreement may be executed in
counterparts, each of which shall be an original and all of which shall but one in the same
instrument.
Section 5.08. Captions. The captions or headings of this Agreement and the
sections thereof are, for convenience only, and in no way define A, limit or describe the
scope or intent of any provision of this Agreement.
Section 5.09. Notices. All notices, certificates, requests or other communications
hereunder shall be sufficiently given and shall be deemed given when mailed by registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:
If intended for the Board:
The Community Health Clinic Facility Board
for Pulaski County, Arkansas
Pulaski County Courthouse
Little Rock, Arkansas 72201
ATTN: Chairman
If intended for the County:
Pulaski County, Arkansas
201 South Broadway
Little Rock, Arkansas 72201
ATTN: County Judge
If intended for the City:
City of Little Rock
City Hall
500 West Markham
Little Rock, Arkansas 72201
ATTN: City Manager
If intended for the Department:
State Department of Health
Little Rock, Arkansas 722_
ATTN: Director
E
331
iL -S5
AW
If intended for SBS:
State Building Services
1515 Building, Suite 700
1515 West Seventh Street
Little Rock, Arkansas 72201
ATTN: Director
If intended for MEMS:
Metropolitan Emergency Medical Services Systems
1101 West Eighth Street
Little Rock, Arkansas 72201
ATTN: Director
Either party may, by notice given hereunder to the other, designate any further or
different addresses to which subsequent notices, certificates, requests or other
communications shall be sent hereunder.
IN WITNESS WHEREOF, the Parties hereto have executed these presences as of the
day and year first above written.
THE COMMUNITY HEALTH CLINIC
FACILITY BOARD FOR PULASKI COUNTY,
ARKANSAS
E
PULASKI COUNTY, ARKANSAS
CITY OF LITTLE ROCK, ARKANSAS
In
OIC
332
5"-
Fl-ia
1:TS05382.033
ARKANSAS DEPARTMENT OF HEALTH
I
STATE OF ARKANSAS BY ARKANSAS
STATE BUILDING SERVICES
m
METROPOLITAN EMERGENCY MEDICAL
SERVICES SYSTEM
M
11
333
Q- Sg