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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