CONTRACT
SCHOLARSHIP AGREEMENT
This Scholarship Agreement (this “Agreement”) is made as of __________________ (the “Effective Date”) by and between San Joaquin Valley Medical Scholarship Foundation, a California nonprofit public benefit
corporation (“SJVMSF”), and _______________________________________________ (the “Recipient”), SJVMSF and Recipient being each a “Party” and collectively the “Parties.”
RECITALS
A. SJVMSF is a private foundation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “IRC”). SJVMSF’s charitable purpose is to benefit the health of, and expand access to healthcare for, residents of the following California Central Valley Counties: Stanislaus, Merced, Mariposa, Fresno, Madera, Kings, Tulare, and Kern (the “Counties”).
B. The Counties have long suffered from a shortage of medical professionals, which has been increasing in severity and which affects the health of, and access to healthcare by, their residents.
C. To help address this shortage, SJVMSF provides individuals who are interns or residents in Primary Care medical specialties with funds to help defray their costs of medical school, in return for their commitments to work in Underserved Areas of the Counties as licensed physicians on a substantially full-time basis.
D. Recipient has applied to SJVMSF to receive a scholarship under the program described above, and SJVMSF has approved Recipient’s participation therein upon the terms and subject to the conditions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the exchange of mutual and valuable consideration, the receipt and sufficiency of which are acknowledged by each Party, the Parties agree as follows:
1. Scholarship.
Recipient shall receive a scholarship from SJVMSF in the total amount of up to $55,000 per year for 4 years for a total of up to $220,000 (but not more than the amount of the medical school tuition that Recipient is or was obligated to pay), such funds being “Scholarship Funds,” for as long as SJVMSF has the funds to do so. As used in this Agreement, “tuition” does not include interest on any loan obtained by Recipient. If SJVMSF is unable to fulfill its commitment to pay all Scholarship Funds, then Recipient shall be free of his/her commitments hereunder, including without limitation any obligation under Paragraphs 2, 3 or 6 hereof.
2. Covenants of Recipient.
In addition to all other obligations of Recipient set forth in this Agreement, Recipient shall:
(a) Remain continuously enrolled in, and diligently and promptly complete a Primary Care residency on a full-time basis except for a Permitted Interruption (defined below), provided that if Recipient leaves the residency program prior to completion, and is sufficiently educated to start medical practice, this clause will be deemed satisfied
(b) Obtain all necessary licenses to practice medicine in the State of California
(c) Receive a degree in Family Medicine, Primary Care Pediatrics, Primary Care Obstetrics and Gynecology, or Internal Medicine.
(d) Promptly upon graduation from residency and receipt of license as a physician, work in an Underserved Area of the Counties (in a healthcare facility, in an established Primary Care medical group and/or in a solo Primary Care office) as a Primary Care physician, serving patients at least 30% of whom are enrolled in Medi-Cal, continuously for a period of 48 months, working at least 36 hours a week, except for any Permitted Interruption.
(e) Allow SJVMSF to use Recipient’s name, biographical details, and scholarship amount as SJVMSF deems reasonably appropriate for public relations and fundraising, appear and give presentations as SJVMSF reasonably requests at public events and on radio and TV outlets.
The covenant set forth in (d) above is referred to herein as Recipient’s “Work Pledge”. For purposes of this Agreement, an “Underserved Area” is a geographic area designated by the Health Resources & Services Administration as a Medically Underserved Area. A “Permitted Interruption” means the period of any interruption of Recipient’s progress, from the Effective Date through completed performance of the Work Pledge (such period being the “Commitment Period”), that results from (i) a closure of Recipient’s residency program, the facility where Recipient is performing a residency, or Recipient’s place of employment as a physician, (provided that if such closure lasts longer than one calendar year, Recipient shall be obligated to obtain alternative residency or employment arrangements to SJVMSF’s reasonable satisfaction); (ii) a federal, state, or local emergency declaration that by its nature requires Recipient to suspend Recipient’s studies, residency, or employment; or (iii) any other situation that SJVMSF agrees in writing to be a Permitted Interruption.
3. Recipient’s Reporting Requirements.
Recipient agrees promptly to deliver the following notices and reports to SJVMSF in writing, without prior demand from SJVMSF:
(a) Notice of any change in Recipient’s contact information (including physical address and telephone number) during the Commitment Period.
(b) Notice of any change in Recipient’s status as a full-time resident in an accredited residency program.
(c) Notice of any change in Recipient’s license as a physician or place of employment during the Commitment Period.
(d) Information satisfactory to SJVMSF as to amounts and payees of tuition, which is a condition to SJVMSF disbursing any installment of Scholarship Funds; and
(e) Not later than the January 30 next following any calendar year in which Recipient is obligated to perform the Work Pledge, a signed Work Pledge Certification report in the form attached and marked Exhibit A.
In addition to the foregoing, Recipient shall promptly and diligently respond to requests from SJVMSF for information relevant to the purposes of this Agreement, including without limitation copies of any documentation that SJVMSF may request pursuant to Paragraph 5 below.
4. Expenditure of Scholarship.
SJVMSF will pay Scholarship Funds directly to Recipient’s medical school or to an institutional lender from which Recipient obtained the funds to pay tuition.
5. Record-keeping.
From the Effective Date until the end of four years following the end of the Commitment Period, Recipient shall retain the following records, and shall promptly give SJVMSF and its agents access to all such records upon request:
(a) Written work evaluations delivered during the Commitment Period to Recipient by places of employment.
(b)Recipient’s applications to permanent places of employment during the Commitment Period.
(c) Any other records that SJVMSF may reasonably require Recipient to keep, as SJVMSF may notify Recipient in writing from time to time.
6. Events of Default.
Each of the following events shall be deemed an “Event of Default” for purposes of this Agreement:
(a) Recipient materially breaches any provision of this Agreement, including without limitation the Work Pledge, and any such breach capable of being cured is not so cured to SJVMSF’s satisfaction within 30 calendar days SJVMSF giving notice of such breach or such longer period as SJVMSF may allow in writing in its sole discretion.
(b) Recipient quits or is fired from an internship or residency. In any such case, Scholarship Funds disbursed on behalf of Recipient shall be repaid by Recipient within the same time frame such funds were disbursed. For example, if Scholarship Funds were disbursed over a 2-year period, then Recipient has 2 years from the date of the Event of Default to repay such funds.
7. SJVMSF’s Remedies.
Upon any Event of Default, Recipient shall pay to SJVMSF in the time required by Paragraph 6 (i) all Scholarship Funds disbursed by SJVMSF for the benefit of Recipient, plus (ii) interest on such amounts calculated at the Applicable Federal Rate for long-term loans with interest payable annually, in effect as of the start of the month in which the Event of Default occurred. If any Event of Default shall have occurred, or if SJVMSF in its reasonable discretion determines that Recipient has substantially violated or failed to carry out any provision of this Agreement, SJVMSF may, in addition to any other legal remedies it may have, refuse to disburse further Scholarship Funds for the benefit of Recipient. The remedies of SJVMSF described above are not intended to be an exclusive list, and SJVMSF may also avail itself of any other remedies available at law or equity. This Agreement may be enforced by SJVMSF by an action for specific performance, injunctive relief, or any other appropriate remedy.
8. Recipient’s Representations and Warranties.
Recipient hereby represents and warrants to SJVMSF as follows:
(a) Recipient has been given sufficient opportunity to review this Agreement with Recipient’s own legal counsel and has signed this Agreement after having done so or having elected to not do so.
(b) Recipient understands, acknowledges, and agrees that SJVMSF is disbursing the Scholarship Funds for the general, charitable purpose of increasing access to healthcare for residents of the Counties. Accordingly, Recipient understands that the ultimate purpose of SJVMSF’s commitments hereunder is to induce Recipient to serve as a physician in and for the benefit Underserved Areas of the Counties, and not to fund Recipient’s academic studies or benefit Recipient personally.
(c) Recipient understands, acknowledges, and agrees that SJVMSF’s disbursement of Scholarship Funds is not intended to be a loan, but that Recipient will become obligated to repay Scholarship Funds to SJVMSF if Recipient fails to comply with the terms of this Agreement.
(d) Recipient’s application to SJVMSF for Scholarship Funds is true and correct in all respects. Recipient has made written disclosure to SJVMSF of any and all circumstances known to Recipient that could reasonably be expected to interfere Recipient’s ability to perform Recipient’s obligations under this Agreement, including without limitation pre-existing medical conditions or family commitments.
9. Recipient’s Tax Liability.
SJVMSF urges Recipient to seek the advice of Recipient’s own tax and/or legal advisors to determine Recipient’s own tax liabilities, if any, resulting from Recipient’s receipt of the Scholarship or any part thereof. Recipient understands, acknowledges, and agrees that (i) SJVMSF is not withholding any amounts from the Scholarship Funds in respect of Recipient’s federal or state income taxes, Social Security taxes, or any other taxes or fees, (ii) Recipient alone shall be responsible for reporting and complying with all of Recipient’s obligations in respect of any and all such taxes, and (iii) SJVMSF has not provided any tax or legal advice to Recipient.
10. Indemnification of SJVMSF.
Recipient hereby irrevocably and unconditionally agrees, to the fullest extent permitted by law, to defend, indemnify and hold harmless SJVMSF, its officers, directors, trustees, employees, and agents, from and against any and all claims, liabilities, losses, and expenses (including reasonable attorneys' fees), directly or indirectly, wholly or partially, arising from or connected with SJVMSF’s disbursement of the Scholarship Funds, except to the extent that such claims, liabilities, losses, or expenses were caused by any grossly negligent or fraudulent act or omission of SJVMSF, its officers, directors, trustees, employees, or agents.
11. Miscellaneous.
(a) No Agency. Notwithstanding any provision of this Agreement or any action of SJVMSF hereunder, Recipient and not SJVMSF is solely responsible for all activities supported by Scholarship Funds. This Agreement shall not create any agency relationship, partnership, or joint venture between the Parties, and neither Party shall make any such representation to anyone.
(b) No Waivers. The failure of SJVMSF to exercise any of its rights under this Agreement shall not be deemed to be a waiver of such rights.
(c) Captions. All captions and headings in this Agreement are for the purposes of reference and convenience only. They shall not limit or expand the provisions of this Agreement.
(d) Entire Agreement. This Agreement supersedes any prior or contemporaneous oral or written understandings or communications between the Parties and constitutes the entire agreement of the Parties with respect to its subject matter. The Parties intend that neither this Agreement nor any of its provisions may be changed, amended, discharged, waived, or otherwise modified orally except only by an instrument in writing duly executed by the Party to be bound. The Parties fully understand and acknowledge the importance of the foregoing sentence and are aware that the law may permit subsequent oral modification of a contract notwithstanding contract language with requires that any such modification be in writing; but the Parties fully and expressly intend that the foregoing requirements as to a writing be strictly adhered to and strictly interpreted and enforced by any court or arbitrator which may be asked to decide the question.
(e) Invalidity; Severability. If any part of this Agreement is held unenforceable, void, or illegal, the rest of the Agreement will remain in effect.
(f) Governing Law; Venue. This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of California applicable to contracts to be performed entirely within that State. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement may be brought against either of the Parties only in the courts of the State of California, County of Fresno or, if it has or can acquire jurisdiction, in the United States District Court for the Eastern District of California, and the Parties consent to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waive any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on either Party anywhere in the world.
(g) Counterparts. This Agreement and any amendment(s) hereof may be executed in counterparts, by facsimile, PDF, or other electronic means, each of which shall constitute an original, but all of which, when taken together, shall constitute only one agreement. Facsimile and electronic signatures will be binding for all purposes.
(h) No Pledge. Neither this Agreement nor any other statement, oral or written, nor the disbursement by SJVMSF of Scholarship Funds to or the benefit of Recipient, shall be interpreted to create any pledge or any commitment by SJVMSF or by any related person or entity to make any other disbursement of Scholarship Funds to any person. Without limiting the foregoing, Recipient understands and acknowledges that SJVMSF, as a tax-exempt private foundation under IRC Sections 501(c)(3) and 509(a), is subject to strict requirements under applicable law; accordingly, if any court or regulatory agency exercising oversight over SJVMSF, including without limitation the Internal Revenue Service or the California Attorney General, objects to any part of this Agreement, SJVMSF may not be able to continue disbursing the Scholarship Funds, and Recipient agrees not to make any legal or equitable claim against SJVMSF for such funding, including without limitation a claim of promissory estoppel. Recipient acknowledges that any prior communication regarding the Scholarship Funds with SJVMSF representative(s), including but not limited to SJVMSF directors, officers, employees, and agents, constituted communications made or received in such individual’s capacity as a representative of SJVMSF and not in his or her personal capacity.
(i) Notices. Any communication, notice or demand of any kind whatsoever which either Party may be required or may desire to give to the other shall be in writing and given by personal service (including express or courier service) or by United States registered or certified mail, postage prepaid, return receipt requested, addressed to the other Party at the address set forth below. A Party may change its address for notice by written notice given to the other in the manner provided in this Paragraph. Any such communication, notice or demand shall be deemed to have been duly given or served on the date personally served (if by personal service) or three days after being sent by prepaid United States certified or registered mail, return receipt requested (if mailed). Failure to conform to the requirements of this Paragraph shall not defeat the effectiveness of any notice actually received by the addressee.
IN WITNESS WHEREOF, the Parties have executed or caused to be executed this Agreement as of the date first above written.
RECIPIENT:
_________________________________ ____________________________
Address: ____________________________________________________
Telephone number: __________________
SJVMSF
By:
_________________________________
Title:
_____________________________
Address: 7081 N. Marks Avenue #104, PMB 255
Fresno CA 93711
Exhibit A
Work Pledge Certification
Date: ________________________
I, _______________________________________________________ (print name), hereby certify to San Joaquin Valley Medical Scholarship Foundation (“SJVMSF”), pursuant to the requirements of the Scholarship Agreement dated __________________ between SJVMSF and me (the “Agreement”), that I have worked as a physician serving primarily residents of the County of _______________________ at
Name of Facility/Practice:
Physical Address:
continuously, on a full-time basis working at least 36 hours a week, during the period beginning ________________________, 20_____ and ending June 30, 20_____, except with respect to a Permitted Interruption from _________________________ to __________________________ [insert dates, if applicable], caused by _________________________________________________________________________________________________________ [describe reason].
My practice is located in an Underserved Area and as shown in the attachment to this certification, at least 30% of the patients I accepted and treated were enrolled in Medi-Cal.
I hereby declare, under penalties of perjury, that my statements above are true, correct, and complete as of the date set forth above.
Signed: _____________________________