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Min 02/15/1985 655 Wichita Falls, Texas Memorial Auditorium Building February 15, 1985 Items 1 & 2 Ij The City Council of the City of Wichita Falls, Texas, met in called joint session with the County Commissioners on the above date in the Council Room of the Memorial Auditorium Building, at 10:00 o'clock A.M. , with the following members present. Gary D. Cook Mayor Thomas E. Swift Charles Thomas Charles Harper Craig A. Wilson Bill Palmer James A. Welburn James Berzina City Manager H. P. Hodge, Jr. City Attorney Wilma J. Thomas City Clerk Fred L. Werner Chief Accounting Officer The invocation was given by Councilman Harper. County Judge Tom Bacus was present, along with Commissioners Gordon Griffith, Dod Wiley, Bud Greer, and Weldon Nix. Item 3 Mayor Cook announced that the meeting is being held to discuss a manage- ment contract and lease agreement pertaining to Wichita General Hospital . He recognized a delegation from the Hospital Board and hospital staff. The meeting today is a major step in the work with County Commissioners, Hospital Board, and City. The City has been somewhat passive in this work. Judge Bacus stated that they have given extensive consideration to this agreement. The have been concerned that this document would meet many of the needs which they can foresee for the future. Councilman Wilson stated that he wanted to be sure that he understood how the depreciation was calculated. Tom Elam, Hospital Board Chairman, stated that the net operating expenses included a provision for depreciation. Depreciation would be on the assets in place prior to this bond issue. The trust indenture requires them to maintain an equipment plan. Present or future boards would have the same requirements. Judge Bacus stated that the current board would be subject to any existing contractural obligations. They would be taking over an already existing operation. They are trying to tie this contract to the trust indenture. Mr. Elam stated that the new corporation would assume the liabilities of the present board. Judge Bacus stated that consideration for the lease would be that revenues generated would be used for the operation of the hospital . Councilman Thomas asked who determines if a breach of contract has occured? Judge Bacus stated that it would be with the hospital board. Councilman Harper asked what happens five years from now if one of the parties decides they do not want to go on? Judge Bacus stated that it would go back to the board as it exist now. Hopefully, that will not happen. Councilman Harper asked what would happen if the City does not want to do this any more, but the County wants to? Judge Bacus stated that he assumed that would generate some negotiation between City and County because the County has the primary responsibility. Commissioner Nix commented on the many hours of discussion they have had on this. Commissioner Griffith asked about them being unable to make bond payments? Mr. Elam stated that there are avenues to explore in the indigent care. The bond indenture requires them to bring in consultants to advise them what to do to put them back on the right road. Judge Bacus stated the County is not liable to pay any more than authorized by the contract. 656 Item 3, cont'd. Councilman Thomas asked what the citizens can do if they are not satis- fied with this later on? Judge Bacus stated that as long as it is operating the way it is supposed to, the first key control is that right, interested residents and businessmen serve on these boards. The second way is that we have a five-year threshold, and if it meets the agreement, but not the needs of the community, that in five years we have an opportunity to take a look at it. Mr. Elam stated that with the competitive environment we have now, you will see more customer/business relationship than we have in the past to provide satisfactory service. Judge Bacus stated that there is not any agreement that would make everyone completely satisfied. Councilman Welburn thanked Mr. Elam for all the information he provided to him, stating that it has been helpful to him in arriving at this decision. Mayor Cook also expressed his appreciation. Jim King, citizen, asked what advantage there will be in going into the new setup that we don't have now? Mr. Elam stated that there are a number of advantages over what we now have. They are not the only hospital being reorganized at this time. Many hospitals, on the advice fo consultants have recommended this all over the United States. The purpose is to be able to meet the competitive demands for the next several years. Revenues have de- creased in many areas. This organization will give us the ability to take a look at other medical services to see if it is feasible to enter into them. We would perhaps go into other medically related services not presently being served. Mr. King stated that he does not think the people as a whole know what is going on. He felt they should have had more notice. He also asked if there has been sufficient tie-down that indigent care will be taken care of 100 percent in this new setup? Judge Bacus stated that they believe so. The Hospital Board intends to take care of it. Tax revenues should be used to support this service, if needed. They are looking at a revenue base sup- ported by the Community. Mr. King asked who appoints the Board of Directors? Judge Bacus stated the City and County. Mayor Cook explained that the document sets out appointment of the board. The City and County will appoint 11 members. Mr. King requested that time be offered citizens to indicate their interest in serving on this board. Mayor Cook stated that the City and County would be particularly interested in experience, knowledge and skill to be able to deliberate and take action on the business of the hospital board. Applications will be taken through March 1 . The Council will again meet on Tuesday, March 5, jointly with the Commissioners, to make that decision. This will give time for evaluation. Mr. King asked about public notice of this consideration? Mayor Cook stated that both bodies posted notice of meeting. Judge Bacus stated that the media was also notified of the meeting. Judge Bacus also requested that Mr. Elam audit the application to make sure that it contains the inform- ation they need for this particular board. He also stated that they encouraged applications from those who are interested, and who feel they are qualified, to serve on this board. Mayor Cook explained that these will be considered along the lines of other board appointments. They will meet Tuesday, March 5, 1985, in the afternoon, to make the appointments. A list will also be received from the Wichita General Hospital Board of people they feel would be qualified. They will also fill out an application. RESOLUTION NO. 22-85 RESOLUTION AUTHORIZING THE MAYOR TO EXECUTE APPROVAL OF A LEASE AGREEMENT BY AND BETWEEN THE WICHITA COUNTY-CITY OF WICHITA FALLS, TEXAS HOSPITAL BOARD, D/B/A WICHITA GENERAL HOSPITAL, WICHITA GENERAL SERVICES CORPORA- TION, THE COMMISSIONERS COURT OF WICHITA COUNTY, TEXAS, AND THE CITY OF WICHITA FALLS, TEXAS. Moved by Councilman Harper that Resolution 22-85 be passed. Motion seconded by Councilman Thomas, and carried by the following vote. I 657 Ayes: Mayor Cook, Councilmen Swift, Thomas, Harper, Wilson, Palmer, and Welburn Nays: None Judge Bacus called for a motion to allow him to execute the lease. Moved by Commissioner Nix that Judge Bacus be authorized to execute the lease for the County. Motion seconded by Commissioner Greer. Commissioner Wiley stated that the General Hospital is one of the greatest assets the County has. The Board appointed fifteen years ago still has two of the original members. We will still have a hospital board similar to the one we now have. Commissioner Griffith stated that this is an important decision for the hospital board to have the ability to have income from different sources. This might relieve some of the debt from the citizens. The motion was carried unanimously. Mayor Cook expressed appreciation to the Wichita General Hospital Board for the many hours of work on this; to the County Commissioners and Judge Bacus. He stated that he would like to meet with Mr. Elam and Judge Bacus to discuss the application form, and also the advertising. The application process will be open through March 1. They will meet on March 5 to jointly make the appointments. Judge Bacus noted that they may have had some differences of opinion in the wording of the contract, but there has never been any doubt about their motives and concerns for the hospital , and they never questioned their work for the hospital . Their work is sincerely appreciated. The County pledged their cooperation in seeing this the best hospital in the state. The City Council and County Commissioners adjourned at 10:50 A.M. PASSED AND APPROVED this day of 1985 Gar D. ook, Mayor ATTEST: -��l a 2��!d ✓ C�JZ�t-�✓ Wilma J. Thomas, CMC, City Clerk