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Res 175-82 10/5/1982RESOLUTION NO. /7 if RESOLUTION APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH NORTH CENTRAL TEXAS MEDICAL FOUNDATION FOR THE FAMILY PRACTICE RESIDENCY PROGRAM. BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF WICHITA FALLS , TEXAS , THAT: That certain contract, a copy of which is attached hereto, between the City of Wichita Falls and the North Central Texas Medical Foundation, for a Family Practice Residency Program, is hereby approved, and the City Manager is authorized to execute the same for the City of Wichita Falls. PASSED AND APPROVED this the 5th day of October, 1982. ayor ATTEST: City C erk Page 2 of /S' Pages Agenda Item No. 11 .h. Project Title: North Central Texas Medical Foundation Family Practice Residency Program) Effective Date: October 1, 1982 THE STATE OF TEXAS 9 KNOW ALL MEN BY THESE PRESENTS: COUNTY OF WICHITA 9 PART 1 AGREEMENT This AGREEMENT entered into as of the 1st day of October, 1982, by and between the City of Wichita Falls, Texas (hereinafter called the "CITY") and the North Central Texas Medical Foundation (hereinafter called the "CONTRACTOR"). WITNESSETH WHEREAS , the CITY desires to engage the CONTRACTOR to render certain services in connection therewith. NOW , THEREFORE , the parties hereto mutually agree as follows: 1. Scope of Services. The CONTRACTOR shall perform services in a sat- isfactory and proper manner as determined by the CITY and as outlined per Exhibit A. 2. Time of Performance. The services of the CONTRACTOR are to commence as soon as practicable after the execution of this contract and shall be undertaken in the light of the purposes of this contract; but, in any event, this contract shall terminate on September 30, 1983. 3. Compensation. The CITY agrees to pay to the CONTRACTOR a maximum amount of ONE HUNDRED FORTY THOUSAND DOLLARS ($140,000) which shall constitute full and complete compensation for CONTRACTOR'S services and ex- penses incurred under this Contract. Such sum shall be paid to CONTRACTOR as set out below. 4. Method of Payment. Payments shall be made in four equal payments of up to $35,000.00 per quarter from October, 1982 through September, 1983. Pay- ments shall be processed quarterly upon receipt of a request for payment. PAGE L OF /5 PAGES ITEM NO. it A 9 - 5. Budget. In performing the services called for under the provisions of the Contract, CONTRACTOR shall conform his expenditures to the budget attached hereto and incorporated herein by tins reference and marked as Exhibit B." Said budget, and any account set out therein, can be altered, amended or modified as mutually agreeable between the two parties hereto so that the full intent and purposes of this Contract can be carried out; upon request by the CONTRACTOR, line item changes may be made in the budget referred to herein without further City Council action if approved by the City Manager; provided, however, no such change may alter the intent or purposes of this Contract without further approval by the City Council of the CITY. In no event shall the CITY be required to pay more than ONE HUNDRED FORTY THOUSAND DOLLARS ($140,000) to CONTRACTOR under the terms of this Contract. 6. CONTRACTOR'S Contribution. In the event that the total sum to be paid by the CITY to the CONTRACTOR under the terms of this AGREEMENT is not sufficient for the CONTRACTOR to continue performance of his obligations hereunder until termination date hereof, CONTRACTOR shall provide sufficient funds, whether from its own or other non-City sources, for continued performance to fulfill the terms of this Contract. 7. Refurid. At the termination date hereof, CONTRACTOR shall pay to the CITY any sums paid to the CONTRACTOR by the CITY which have not been expended or committed as budgeted, or, upon approval of the City and as provided for under subsequent contracts or arrangements, may apply such budget balances to such future fundings as may be provided by the CITY. 8. Property. Upon termination of the Wichita Falls Family Practice Residency Program, however brought about, any and all non-expendable equipment, supplies or other items purchased by CONTRACTOR with funds paid by or to CONTRACTOR under the terms hereof shall become the property of the CITY. 9, Fidelity Bonding. All persons employed by CONTRACTOR who will handle funds received or disbursed under this Contract shall as a minimum be covered by a fidelity bond in the amount of ten percent (10%) of the funds provided or FIFTY THOUSAND DOLLARS ($50,000) , whichever is more. A certi- ficate,assuring all persons handling funds received or disbursed under this Contract are properly bonded, shall be forwarded to the CITY prior to the initial disbursement of funds to CONTRACTOR. If the bond or bonds provided herein are cancelled or reduced, the CONTRACTOR shall immediately notify the CITY. In that event, the CITY shall not make any further disbursements to CONTRACTOR Page 4 of /3" Pages until adequate bonding has been obtained. Agenda Item No. 11.h. 3 -- 10. Terms and Conditions and Labor Standard Provisions. This Contract or agreement is subject to and incorporates the provisions attached hereto as Part II - Terms and Conditions." 11. Financial Reports. A budget report, to contain such reasonable financial information and data as City deems necessary, shall be submitted to the CITY by the CONTRACTOR monthly. 12. Program Improvements. The CONTRACTOR agrees, whenever feasible and practicable, to consider such measures as may improve the economy and efficiency of the services, programs and activities provided hereunder. The CONTRACTOR agrees to cooperate with the CITY or its designated agent in such analyses, plans and studies as may be undertaken in pursuit of im- proved economy and efficiency of operation. 13. Future Funding. The funding of this project in no way commits the CITY to future funding of this program beyond the current contract period. Any future funding is solely the responsibility of the CONTRACTOR. IN WITNESS WHEREOF, the CITY and the NORTH CENTRAL TEXAS MEDICAL FOUNDATION have hereunto set our hands on -the- - day of 1982. CITY OF WICHITA FALLS, TEXAS BY: Stuart A. Bach, City Manager ATTEST: Wilma J. Thomas, City Clerk APPROVED AS TO FORM: H. P. Hodge, City Attorney NORTH CENTRAL TEXAS MEDICAL FOUNDATION BY: PAGE 42. OF j..0 PAGE.5 ITEM NO. l[h. EXHIBIT A 1. Contractor agrees to train twelve (12) family practitioners during the contract period. 2. Contractor agrees that the residents will provide direct patient care in the Clinic as follows: First year residents; 6 patients/week/resident Second year residents:24 patients/week/resident Third year residents: 60 patients/week/resident 3. Contractor agrees that the residents will provide in-patient care as follows: First year residents: 10 patients averaged over a year Second year residents:10 patients averaged over a year Third year residents: 6-8 patients averaged over a year 4. Contractor agrees to provide community education in health matters, including, but not limited to, assisting the City-County Health Department in conducting public health education programs. 5. Contractor agrees to provide service to the City-Counth Health Department by having residents and faculty see all patients at pediatric clinics. 6. Contractor agrees to provide physician care to all obstetric patients at the City-County Health Unit. 7. Contractor agrees to provide health education to city employees. 8. Contractor agrees to assist the City of Wichita Falls in its employee assistance programs including, but not limited to, the areas of mental health, alcoholism, drug abuse and physical fitness. 9. Contractor agrees to provide, upon request, inpatient care for City jail inmates. 10. Contractor agrees to provide outpatient care for City jail inmates at Contractor's Family Health Center and/or in the emergency rooms of Wichita General and Bethania Hospitals. Page 6 of /.57 Pages Agenda Item No. 11 .h. 164 • Z Z cr, Hi a•-• a.- a- c-- n HI 0 - I O 0 1- I-- I-- z 0 0 33 c 1- 1-- 1-- 0 0 = H 0 CD > g's r- I—. Z 1-3 rt i i >. n •-• iitri C T'l Z N i 4 Cl) 0 II H > r• cn '0 cn 0 cn ri 03 r4 CD H1—CD 11 Fftl0.3 ID 4 3 p...133 1-4 11 H CD 1—' fl ri PO 4 l'i " n -ri 1-3 n c .1 rr •-) H- )-1 r• H- '—i rr I--, H-H' H- 0 H. CI) fD r" "— 7' HI- GI L71 Z.rr it 0a) gl) 177 HI 4.0- "c 1 Cl)E Cl) 1-, Cl) g , i t-, rn 03 a 1-4 •-1 i 1 X r'' r 1r•• V tt "4 cn FI- I o--•1 0 0 03 Co co cc> i•-zi H p›. cp 0,0' C C) HI r-1 r*I i_. c., co= s... I J CD co 0 cn c-J c ...f >. O VI 0 H IT r. 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No money under this Contract shall be disbursed by the CONTRACTOR to any party except pursuant to a written contract which incorporates the applicable Supplemental General Conditions and unless the party receiving the disbursement is in compliance with requirements with regard to accounting and 'fiscal matters to the extent that are applicable. 2. Termination of Contract for Cause. If, through any cause , the CONTRACTOR shall fail to fulfill in timely and proper manner his obligations under this Contract , or if the CONTRACTOR shall violate any of the covenants, agreements or stipulations of this Contract , the CITY shall thereupon have the right to terminate this Contract by giving written notice to the CONTRACTOR of such termination and specifying theeffective date thereof, at least thirty (30) days before the effective date of termination. In such event, all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photo- graphs , and reports prepared by the CONTRACTOR under this Contract shall, at the option of the CITY, become its property and the CONTRACTOR shall be entitled to receive just and equitable compensation for any work satisfactorily completed hereunder. Notwithstanding the above, the CONTRACTOR shall not be relieved of liability to the CITY for damages sustained by the CITY by virtue of any breach of the Contract by the CONTRACTOR, and the CITY may withhold any payments to the CONTRACTOR as determined. 3. Termination for Convenience of CITY. The CITY may terminate the Contract at any time by giving at least thirty (30) days notice in writing to the CONTRACTOR. If the Contract is terminated by the CITY as provided herein the CONTRACTOR will be paid an amount which bears the same ratio to the total compensation as the services actually performed bears to the total services of the CONTRACTOR covered by this Contract, less payments of compensation previously made. 4. Changes. The CITY may, from time to time, request changes in the Scope of Services of the CONTRACTOR as may be mutually agreed to be per- formed hereunder. Such changes, including any increase or decrease in the amount of the CONTRACTOR'S compensation, which are mutually agreed upon by and between the CITY and the CONTRACTOR, shall be incorporated in written amendments to the Contract. Page 7 of 15- Pages Agenda Item No. 11 .h. I • 5. Personnel. a. The CONTRACTOR represents that he has , or will secure, all personnel required in performing the services under this Contract. Such personnel shall not be employees of or have any contractual relationship with the CITY. b. The CONTRACTOR shall submit to the CITY a written list of all employees employed under this Contract (including name , address and position) . Any changes in this list shall be forwarded to the City every three months. c. All of the services required hereunder will be performed by the CONTRACTOR or under his supervision and all personnel engaged in the work shall be fully qualified and shall be authorized or permitted under the State and local laws to perform such services. d. No person who is serving in a penal or correctional institution shall be employed or work under this Contract. e. No person or firm who has litigation pending against the City of Wichita Falls, Texas, shall be employed to work under this Contract unless specifically authorized by the City Manager. 6. Assignability. The CONTRACTOR shall not assign any interest in this Contract, and shall not transfer any interest in the same (whether by assignment or novation) without the prior written consent of the CITY thereto: PROVIDED, HOWEVER, that claims for money due or to become due to the CONTRACTOR from the CITY under this Contract may be assigned to a bank, trust company, or other financial institution without such approval. Notice of any such assignment or transfer shall be furnished promptly to the CITY. 7. Records. a. Establishment and Maintenance of Records. The CONTRACTOR shall establish and maintain records in accordance with requirements prescribed by the CITY , with respect to all matters covered by this Contract. Except as otherwise authorized by the CITY , the CONTRACTOR shall retain such records for a period of three years after receipt of the final payment under this Contract or termination of this Contract. b. Documentation of Costs. All costs shall be supported by properly executed payrolls, time records, invoices, contracts , vouchers, orders, and/or any other accounting documents pertaining in whole or in part to this Contract shall be clearly identified and readily accessible. c. Reports and Information . The CONTRACTOR at such time and in such forms as the CITY may require, shall furnish to the CITY such statements, records, reports , data, and information as the CITY may request pertaining to P.T.ge 2 of 15 Pages Agenda Item No. 11 .h. 3 - matters covered by this Contract. All of the reports, information , data and other related materials, prepared or assembled by the CONTRACTOR under this Contract are confidential and shall not be made available to anyone without the prior written approval of the CITY. Information restricted by law or CONTRACTOR policy and relating to personal, medical and financial data will be treated as confidential and will not be released to the CITY. d. Audits and Inspections. The CONTRACTOR shall at any time during normal business hours and as often as the CITY may deem necessary, make available to the CITY for examination all of its records and data with respect to all matters covered by this Contract and shall permit the CITY or its designated authorized representative to audit and inspect all invoices, materials, payrolls, records of personnel conditions of employment and other data relating to all matters covered by this Contract. e. Additional Requirements. Unearned payments under this Contract may be suspended or terminated upon refusal to accept any additional condition that may be imposed by the CITY at any time. f. Accounting. The CONTRACTOR shall establish and maintain on a current basis an adequate accounting system on an accrual or other accounting basis in accordance with generally accepted accounting principles and standards. g. Property Records. A record shall be maintained for each item of nonexpendable property acquired for the program. Nonexpendable property is property which will not be consumed or lose its identity by being incorporated into another item of property, which costs One Hundred Dollars ($100.00) or more per unit and is expected to have a useful life of one (1) year or more. Grouping of like items such as chairs, with an aggregate cost in excess of One Hundred Dollars ($100. 00) shall also be controlled and accounted for as nonexpendable property even though the cost of a single item is less than One Hundred Dollars ($100.00) . The record shall include: 1. Description of the item of property, including model and serial number, if applicable. 2. Date of acquisition. 3. The acquisition cost or assigned value to the program. It shall also include information as to whether the item or property was new or used at time of acquisition. The aggregate of the individual cost shown on the record cards shall equal the balance in the subsidiary cost account for nonexpendable property. A physical inventory shall be taken and reconciled with the record card annually. Page q of tr.Pages 4 - 8. Eligible and Ineligible Costs. a. Standards. All costs incurred must be reasonable and of a nature which clearly related to the specific purposes and end product of the Contract under which the services are being performed. Care must be exercised by all concerned in incurring costs to assure that expenditures conform to these general standards and the following criteria for eligibility of costs. b. Eligible Costs. To be eligible for inclusion of the program , costs must: 1. Be necessary and reasonable for proper and efficient execution of the contractual requirements and in accordance with an approved budget. 2. Be in conformance with any limitations or exclusions in these instruc- tions, federal laws, or other governing limitations. 3. Be accorded consistent treatment through application of accounting policy and procedures approved and/or prescribed herein. 4. Be net of all applicable credits such as purchase discounts, rebates or allowances , sales of publications or materials, or other income of refunds. 5. Be in accordance with budgetary or other restriction of expense established by CONTRACTOR. 6. Be fully documented. 7. Comply with policies governing administrative practices, including policies with respect to employment, salary and wage rates, working hours and holidays, fringe benefits (health and hospitalization, retirement, etc. ) , vacation and sick leave privileges, and travel. The policies shall be in writing and shall be approved by the governing body of the CONTRACTOR. c. Ineligible Costs. In addition to costs ineligible under the above criteria, the following costs are specifically ineligible: 1. Bad Debt. Any losses arising from uncollectable accounts and other claims and related costs. 2. Contingencies. Contributions to a contingency reserve or any similar provision for unforeseen event. 3. Fines and Penalties. Costs resulting from violations of or failure to comply with federal, state and local laws and regulations. 4. Contributions and Donations. Page /0 of t5Pages Agenda Item No. 11 .h. I • 5. Entertainment. Costs of amusemenis , social activities, and incidental costs , such as meals , beverages. lodgings , and gratuities, relating to entertainment. 6. Interest and Other Financial Costs. Interest on borrowing however represented) , bond discounts , cost of financing and refinancing opera- tions and legal and professional fees paid in connection therewith. 7. Membership Expenses. Cost of membership in an organization which devotes a substantial part of its activities to influencing legislation. 8. Travel. Costs in excess of those normally allowed by the CONTRACTOR. In any case, the difference in cost between first-class air accommodation and less-than-first class air accommodations is not allowed except when less-than- first class air accommodations are not available and is so documented. 9. Meeting Attendance. Costs of attending meetings which are not open for attendance on a non-segregated basis. 9. Limitation on Compensation for Personal Services. Compensation for personal services includes, but is not limited to, wages, salaries, and supple- mentary compensation and benefits. Compensation for employees of the CONTRACTOR shall not exceed that paid for similar work paid by the CITY. In cases where the kinds of personal services provided have no counterpart in local governmental agencies, compensation shall not exceed that paid for similar work in the labor market in which the CONTRACTOR competes for the kinds of personal services involved or the compensation level established by the CONTRACTOR'S primary funding source. 10. Interest of Members of CITY. No member of the governing body of the CITY , and no other office, employee, or agent of the CITY shall have any personal financial intereet , direct or indirect, in this Contract; and the CONTRACTOR shall take appropriate steps to assure compliance. 11. Interest of Other Local Public Officials. No member of the governing body of the locality and no other public official of such locality shall have any personal financial interest, direct or indirect, in this Contract; and the CONTRACTOR shall take appropriate steps to assure compliance. 12. Identification of Documents. All reports , maps, signs and other docu- ments completed as a part of this Contract, other than documents exclusively for internal use within the CITY , shall contain the following information on the front cover of title page (or in the case of maps or signs in an appropriate block): This material prepared in cooperation with the City of Wichita Falls , Texas, month and year of preparation. 13. Compliance with Local Laws. The CONTRACTOR shall comply with applicable laws, ordinances, and codes of the State and local governments, and Page 1/ of /5 Pages Agenda Item No. 11*.h. 6 - the CONTRACTOR shall save and hold harmless the CITY with respect to damages arising from any tort committed in performing any of the work embraced by this Contract. 14. Civil Rights Act of 1964. The CONTRACTOR will carry out its work under this Contract in a manner which will permit full compliance by the Program with Title VI of the Civil Rights Act of 1964, and the regulations adopted by the Department thereunder so that no person shall, on the ground of race, color or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance. 15. Political Activity Prohibited. None of the funds, materials , property or services provided directly or indirectly under this Contract shall be used in the performance of this Contract for any partisan political activity. 16. Lobbying Prohibited. None of the funds provided under this Contract shall be used for publicity or propaganda purposes designed to support or defeat legislation pending before the Congress. 17. Equal Employment Opportunity. During the performance of this Contract, the CONTRACTOR agrees as follows: a) the CONTRACTOR will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The CONTRACTOR will take affirmative action to insure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sec, or national origin. Such action shall include, but not be limited to, the following: Employment, upgrading, demotion or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other terms of compensation; and selection for training, including apprenticeship. The CONTRACTOR agrees to post in conspicuous places available to all employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. b) The CONTRACTOR will, in all solicitations or advertisements for employees placed by or on behalf of the CONTRACTOR, state that all qualified applications will receive consideration for employment without regard to race, color, religion , sex, or national origina. 18. Renegotiation. This Contract may be renegotiated at the request of either party in the event alternate sources of funding become available during the term of the contractual agreement. CONTRACTOR must notify CITY of all occurrences where alternate funding becomes available. Page /2.of/5 Pages Agenda Item No. 11 .h. 7- 19. Appendices. All attachments given reference to in this Contract and all attachments of mutually agreed upon modifications made by both parties are hereby incorporated as though fully set forth herein. Page /3 of 15 Pages Agenda Item No. 11 .h.