IOLA, KANSAS
OFFICE OF THE ALLEN COUNTY CLERK
August 28, 2007
The Allen County Board of Commissioners met in regular
session at 8:30 a.m. with Chairperson Kent Thompson, Commissioner Dick
Works, Commissioner Walt Regehr Jr., and Sherrie L. Riebel, County Clerk.
Bob Johnson, Iola Register, was present to observe the
meeting.
Commissioners set a hearing date of September 25, 2007
at 6:00 p.m. for the Monarch Cement’s proposed road vacation and
construction of a new road.
Commissioners discussed property, liability and health
insurances for Allen County. They stated they would be going out for bids
this next year.
Commissioners discussed Allen County Hospital Advisory
Board. Discussion followed on terms and service. Commissioners asked Alan
Weber, Allen County Counselor, to review the Allen County Hospital
Advisory Board By-Laws.
Bill King, Public Works Director, discussed a moving
permit from Clay Center, Kansas to Linn County, Kansas. The permit was
denied due to a bridge out, exceeding two bridge weight limits and current
roadwork. Discussion followed on how to handle future requests for moving
permits.
Bill discussed the cost of roads and requests from the
cities within Allen County.
Bill discussed the 2007 Pollution Prevention Awards
from Kansas Department of Health and Environment Bureau of Environmental
Field Services. Discussion followed. The Allen County landfill produces
methane gas, which is collected and conveyed to a gas flare to be safely
discharged to the atmosphere. With the assistance of Burns &
McDonnell, the county was able to utilize the methane gas generated onsite
to power infrared heaters installed in the maintenance building. The
onsite fuel source was otherwise considered a waste byproduct of standard
landfill operations.
Bill reported Olivia Williams, Burns & McDonnell,
is leaving the company. Discussion followed.
Bill discussed current roadwork.
Mary Tucker, JJA Administrative Assistant, requested
signatures for line items adjustments for Truancy. Discussion followed on
the Truancy Program and service provided. Commissioner Works moved to
authorize Chairman Thompson’s signature on the adjustment line items for
Truancy. Commissioner Regehr seconded, motion passed 3-0-0.
Mary reported adjustment to the JISP as well.
Discussion followed on the program changes. Commissioner Works moved to
authorize Chairman Thompson’s signature on the adjustment for JISP.
Commissioner Regehr seconded, motion passed 3-0-0.
Alan Weber, Allen County Counselor, discussed a
contract with HCA for confidential financial information. BKD is also
signing a contract to do their feasibility study. Discussion followed.
Alan explained what would be disclosed and what would not be disclosed.
Alan presented the contact for the Allen County Commission to sign.
Commissioners reviewed the following contract:
THIS AGREEMENT (the "Agreement") is made effective as of this 8th
day August, 2007 by and between County of Allen County, Kansas,
Midwest Division-ACH, LLC d/b/a Allen County Hospital, and BKD,
LLP to assure the protection and preservation of the confidential
and/or proprietary nature of information to be disclosed or made available
by each party to the other party in connection with a proposed feasibility
study commissioned by the County of Allen County for constructing a new
county hospital in Allen County, Hospital Kansas.
WHEREAS, the parties desire to assure the proprietary and confidential
status of the information which may be disclosed to each other;
NOW, THEREFORE, in reliance upon and in consideration of the following
undertakings, the parties hereto agree as follows:
1. Proprietary Information. Except as provided in Section 8, all
information disclosed to one party by the other party, and identified by
the disclosing party as "Proprietary" or
"Confidential", shall be deemed to be "Proprietary
Information".
2. Permissible Use. Each Party that receives Proprietary
Information (referred to as the "Receiving Party") shall use the
Proprietary Information received from the other party (referred to as the
"Disclosing Party") solely to evaluate the feasibility of
constructing a new county hospital in Allen County, Kansas. No
other rights are implied or granted under this Agreement.
3. Reproduction. Proprietary Information received shall not be
reproduced in any form except for internal use of the Receiving Party and
its representatives and agents engaged in the evaluation of a possible
business arrangement between the parties ("Representatives").
Each such reproduction shall include any ownership and confidentiality
legends of the Disclosing Party which may be included in the original.
4. Nondisclosure. The Receiving Party shall use all reasonable
efforts to protect the Proprietary Information received with the same
degree of care used to protect its own Proprietary Information from
unauthorized use or disclosure by its employees and Representatives,
except that such Proprietary Information may be used or disclosed to its
employees and Representatives as may be reasonably required to evaluate a
possible business arrangement. The Receiving Party shall cooperate with
the Disclosing Party in contesting any such disclosure, at the expense of
the Disclosing Party.
5. Ownership of Information. All Proprietary Information, unless
otherwise specified in writing, shall remain the property of the
Disclosing Party and promptly upon termination of this Agreement shall be
returned to the Disclosing Party (including all whole or partial copies
thereof and any written notes made regarding the Propriety Information);
provided in lieu of returning such information, the Receiving Party may
affirm in writing that it has destroyed all such information.
6. No Warranty. Each party agrees that it has endeavored to
include in the Proprietary Information those materials that it believes to
be reliable and relevant for the purpose of evaluation of the proposed
business arrangement, but each party acknowledges that, except as
otherwise agreed in writing, a party and its respective agents,
affiliates, representatives, directors or employees make no express or
implied representation or warranty as to the accuracy or completeness of
the Proprietary Information and the parties agree that, except as
otherwise agreed in writing pursuant to the terms of a definitive written
agreement between the parties, such persons shall have no liability
resulting from any use of the Proprietary Information.
7. No License or Interest. No rights or obligations other than
those expressly recited herein are to be implied. No license is hereby
granted to Receiving Party or otherwise implied. No license is hereby
granted to Receiving Party or otherwise implied, by estoppel or otherwise,
with respect to any property or right of Disclosing Party, presently
existing or acquired in the future, or for any use of or interest in the
Proprietary Information except such use expressly contemplated by this
Agreement.
8. Exclusions. It is understood that the term "Proprietary
Information" does not include information which:
(a) is now or hereafter in the public domain through no fault of the
Receiving Party;
(b) prior to disclosure hereunder, is properly within the rightful
possession of the Receiving Party;
(c) is lawfully received from a third party with no restrictions on
further disclosure; or
(d) is obligated to be produced under applicable law or order of a
court of competent jurisdiction, unless made the subject of a
confidentiality agreement or protective order.
(e) constitutes a financial forecast derived from but not containing
any proprietary financial data.
(f) consists of statistical historical patient data of a non
confidential nature.
9. Remedies. Material and irreparable harm shall be presumed if
Receiving Party breaches any provision of this Agreement. The Receiving
Party agrees that any court of competent jurisdiction shall immediately
enjoin any breach of this Agreement, upon the request of Disclosing Party,
which also shall be entitled to all other rights and remedies which
Disclosing Party may have at law or in equity.
10. Compelled Disclosure. In the event a party, any of its
Representatives, or anyone to whom it transmits the Proprietary
Information becomes legally compelled to disclose any of the Proprietary
Information, prior to such disclosure it will provide the other party with
advance written notice and a copy of the documents and information
relevant to such legal action, so the other party may seek a protective
order or other appropriate remedy to protect its interests in the
Proprietary Information, and it shall furnish only that portion of the
Proprietary Information that it is advised by a written opinion of counsel
is legally required.
11. Governing Law. This Agreement and any dispute or claim
arising under this Agreement shall be governed by laws of the state of
Kansas.
12. Notice. For purposes of all communications and transmittals
of Proprietary Information under this Agreement, the authorized
representatives and addresses to the parties, subject to change upon
written notice, are:
Midwest Division-ACH, LLC
c/o HCA Midwest Division
903 E. 104th Street
Kansas City, MO 64139
With copy to: Legal Department
P.O. Box 550
Nashville, TN 37203
County of Allen County, Kansas
1 N. Washington
Iola, KS 66749
Attn: County Clerk
BKD, LLP
Certified Public Accountants
Twelve Wyandotte Plaza
120 W. 12th St.
Kansas City, MO 64105-9702
13. Entire Agreement. There are no understandings, agreements,
or representation, express or implied, not specified herein. This
agreement may not be amended except in a writing executed by both parties.
14. Termination. This Agreement shall continue in full force and
effect until terminated. This agreement may be terminated at any time by
either of the parties upon ten days written notice to the other party.
Termination of this Agreement shall not relieve either party of its
obligations imposed by Sections 4 and 5 above, with respect to Proprietary
Information exchanged prior to the effective date of termination.
WHEREFORE, the parties through their authorized representatives have
executed this Agreement as of the date first written above.
Commissioner Regehr moved to sign the contract with HCA
council. Commissioner Works seconded, motion passed 3-0-0.
Alan updated the commission on flood information.
Discussion followed.
Kendall Ashford, Allen County Cartographer, discussed
the new road proposed by Monarch Cement. Discussion followed.
Commissioners stated they want to publish from the proposed map.
Through an e-mail, Barbara Chalker, Executive Director
Iola Area Chamber of Commerce, asked permission to use the downtown
courthouse lawn and/or bandstand for these 2007 fall and holiday events:
With no further business to come before the board, the
meeting was adjourned until September 4, 2007 at 8:30 a.m. in the
Commission room of the courthouse.
