EXHIBIT 10.19
ADMINISTRATIVE SERVICES AGREEMENT
DATED AUGUST 11, 1998 BY AND BETWEEN
DOCTOR'S CARE, P.A. AND
UCI MEDICAL AFFILIATES OF SOUTH CAROLINA, INC.
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement ("Agreement") is entered into
and effective as of the 11th day of August, 1998, by and between Doctor's Care,
P.A., a South Carolina professional corporation (hereinafter referred to as
"Doctor's Care"); and UCI Medical Affiliates of South Carolina, Inc, a South
Carolina corporation (hereinafter referred to as "Medical Management").
RECITALS
WHEREAS, Doctor's Care and Medical Management previously entered into
that certain Facilities Agreement dated May 8, 1984, as amended (the "Facilities
Agreement"), whereby Doctor's Care agreed to provide medical and medically
related services at certain primary care clinics in South Carolina owned and/or
leased by Medical Management;
WHEREAS, the parties hereto desire to enter into this Agreement and
forever terminate the Facilities Agreement all as set forth below;
WHEREAS, Doctor's Care is a medical practice that provides medical
services to patients. Doctor's Care's services are performed by employed
physicians, by physician employees of independent physician practices under
contract with Doctor's Care and pursuant to contracts with independent
physicians, as well as by nurse practitioners and other physician extenders
(collectively referred to as "Doctor's Care Personnel");
WHEREAS, Doctor's Care does not own or possess facilities for the
provision of its services nor does it own or possess medical equipment,
furnishings or supplies that are required for the delivery of medical services;
WHEREAS, except for the Doctor's Care Personnel, Doctor's Care does
not employ, and is not desirous of employing, other personnel who may be
necessary to the proper operation of a medical practice, including nurses,
technicians, administrative and management staff;
WHEREAS, Medical Management is in the business of providing
comprehensive management services to medical practices, including the provision
of office space and equipment, the hiring of non-medical personnel, the
recruitment of medical personnel, the provision of billing and collection
services, and the coordination of relationships between primary care physicians,
specialist physicians and hospitals under managed care and other arrangements;
WHEREAS, Medical Management has special expertise and experience in
the operation, management and marketing of the non-medical aspects of medical
clinics of the type operated or intended to be operated by Doctor's Care.
Medical Management has been and will continue to be primarily involved in the
non-medical development and management of medical facilities. Medical Management
has developed and will continue to develop the non-medical aspects of a number
of facilities where high quality health care has been and will be provided at
low cost because of efficiencies of scale and management expertise; and
WHEREAS, the parties desire that Medical Management provide the
above-described services to Doctor's Care, according to the terms and conditions
set forth below.
THEREFORE, the parties hereto, intending to be legally bound, do
hereby agree as follows:
1. Definitions.
1.1 "Ancillary Services" means services other than medical
and nursing services, including but not limited to radiology, health education,
pharmacy, pathology and laboratory, and therapy services provided to Doctor's
Care patients.
1.2 "Quality Assurance Program" (Program) is the ongoing
monitoring of the quality of medical services through qualitative and
quantitative analyses and the recommendation of quality improvements.
1.3 "Utilization Review" means the review of medical care
provided to patients for necessity and appropriateness conducted either
concurrently with the provision of the services or retrospectively after they
have been rendered, and which review may result in advice to a physician that a
reviewed service is not necessary or appropriate or not eligible for
reimbursement under a Payor Agreement.
1.4 "Patient" means a person who receives medical care
services from Doctor's Care.
1.5 "Payor" means an employer, insurance carrier, health
service plan, trust, nonprofit hospital service plan, governmental unit or any
other entity which is obligated to provide or reimburse health care providers
for providing health care services to a Patient.
1.6 "Payor Agreement" means an agreement between a Payor
and Doctor's Care (or its authorized representative) under which Doctor's Care
renders health care services to Patients.
2. Term of Agreement. Commencing on the effective date set forth
above, this Agreement shall continue in effect for a period of forty (40) years.
It shall automatically renew for an additional ten (10) year term unless Medical
Management shall provide Doctor's Care at least one hundred and twenty (120)
days' advance written notice of its intention to let the Agreement expire.
Thereafter, it shall renew for successive ten (10) year terms unless either
party shall provide the other at least one hundred and twenty (120) days'
advance written notice of its intention to let the Agreement expire at the end
of any such term prior to the end of such term.
3. Obligations of Medical Management.
3.1 Facilities. Medical Management shall provide to
Doctor's Care, for Doctor's Care's use, suitable facilities in which it can
provide health care services. Medical Management shall own, enter into a lease,
sublease or other occupancy agreement for each such facility if required by the
owner. The facilities which are subject to this Agreement shall be designated
from time to time exclusively by Medical Management. Each such facility and
hereafter acquired or leased facility so designated by Medical Management is
hereinafter referred to as an "Office" and all such facilities and hereafter
acquired or leased facility so designated by Medical Management are hereinafter
referred to as the "Offices."
3.2 Furniture, Fixtures and Equipment
3.2.1 During the term of this Agreement and all
renewals and extensions hereof, Medical Management shall provide
Doctor's Care at each Office at which Doctor's Care performs its
health care services, the medical equipment, office equipment,
furniture, fixtures, furnishings and leasehold improvements.
3.2.2 The use by Doctor's Care of such furniture,
fixtures, furnishings, and equipment shall be subject to the
following conditions:
3.2.2.1 Title to all such furniture,
fixtures, furnishings, and equipment shall remain in
Medical Management and upon termination of this Agreement,
Doctor's Care shall immediately return and surrender all
such furniture, fixtures, furnishings, and equipment to
Medical Management in as good condition as when received,
normal wear and tear excepted. Doctor's Care expressly
agrees to execute any appropriate UCC-1 Financing Statement
and UCC-1 Fixture Filings, and any amendments thereto, if
so requested in writing by Medical Management.
3.2.2.2 Medical Management shall be
fully and entirely responsible for all repairs and
maintenance of all such furniture, fixtures, furnishings,
and equipment, provided, however, that Doctor's Care agrees
that it will use its best efforts to prevent damage,
excessive wear, and breakdown of all such furniture,
fixtures, furnishings, and equipment, and shall advise
Medical Management of any and all needed repairs and
equipment failures.
3.3 Development, Management and Administrative Services.
During the term of this Agreement, and all renewals and extensions hereof,
Doctor's Care hereby engages Medical Management to serve as Doctor's Care's
exclusive manager and administrator of all non-medical functions and
non-physician services relating to the operation of the Offices; and Medical
Management agrees to furnish to Doctor's Care all of the non-medical
development, management and administrative services as may be needed by Doctor's
Care in connection with the operation of the Offices. Such non-medical
development, management and administrative services shall include the following:
3.3.1 Bookkeeping and Accounts. Medical
Management shall provide all bookkeeping and accounting services
necessary or appropriate to support the Offices, including, without
limitation, maintenance, custody and supervision of all business
records, papers, documents, ledgers, journals and reports, and the
preparation, distribution and recordation of all bills and statements
for professional services rendered by Doctor's Care, including the
billing and completion of reports and forms required by insurance
companies or governmental agencies, or other third-party payors (such
records, papers, documents, ledgers, journals and reports shall not
be deemed to include patient records and other records, reports and
documents which relate to patient treatment by Doctor's Care's
physicians); provided, however, it is understood that all such
business records, papers and documents are the sole property of
Doctor's Care, and shall be available for inspection by Doctor's Care
at all times, and shall be delivered to Doctor's Care upon
termination of this Agreement. Doctor's Care shall provide Medical
Management with a complete copy of all such documents, records, and
papers at Doctor's Care's expense upon termination of this Agreement.
3.3.2 General Administrative Services. Medical
Management shall provide Doctor's Care with overall supervision and
management, including the maintenance and repair, of the Offices, and
all furniture, fixtures, furnishings, equipment and leasehold
improvements located in or at the Offices.
3.3.3 Contract Administration. Medical Management
shall provide Doctor's Care with administrative services to enable
Doctor's Care to perform on a timely basis all non-medical aspects of
all Payor Agreements. Such services shall include the preparation and
analysis of reports to enable Doctor's Care to provide physician
staffing and supervision at the Offices for the rendering of
efficient, high quality medical care to patients.
3.4. Non-Physician Personnel. Medical Management shall
provide such support personnel and nursing personnel to Doctor's Care as may be
reasonably necessary to enable Doctor's Care to perform medical services at the
Offices subject to the following:
3.4.1 Medical Management shall provide all
support personnel necessary for Doctor's Care's practice, including,
but not limited to, all non-physician technical personnel, nurses,
receptionists, secretaries, clerks, purchasing and marketing
personnel, janitorial and maintenance personnel, and non-physician
supervisory personnel as may be deemed reasonably necessary by
Medical Management for the proper and efficient operation of the
Office. Notwithstanding the foregoing, if any billing rules (such as
Medicare/Medicaid "incident to" rules) require Doctor's Care to be
the employer of certain non-physician medical personnel in order for
their services to be reimbursed, then Doctor's Care shall be the
employer of such non-physician medical personnel (who shall be deemed
to be a portion of the "Doctor's Care Personnel"); and
3.4.2 Medical Management shall be responsible for
hiring and firing all such support personnel, and shall determine
compensation for all such personnel, including determination of
salaries, fringe benefits, bonuses, health and disability insurance,
workers' compensation insurance, and any other benefits that each
such employee shall receive; and
3.4.3 Medical Management shall manage and
supervise all such licensed support personnel employed on behalf of
Doctor's Care including, but not limited to all nurses, x-ray
technicians and laboratory technicians, regarding those aspects of
their employment that do not involve performance under the scope of
their licensure; provided, however, that Doctor's Care shall manage
and supervise all activities of such licensed support personnel
performed under the scope of their licensure;
3.5 Supplies. Medical Management shall acquire and supply
to Doctor's Care all medical and non-medical supplies of every kind, name or
nature, which may reasonably be required by Doctor's Care for the operations of
the Offices.
3.6 Security and Maintenance. Medical Management shall
provide Doctor's Care with all services and personnel necessary to provide
Doctor's Care with proper security, maintenance, and cleanliness of the Offices
and the furniture, fixtures, equipment, and leasehold improvements located
thereat. Additionally, Medical Management shall furnish to or obtain for group
all laundry, linens, uniforms, printing, stationery, forms, telephone service,
postage, duplication services, and any and all other supplies and services of a
similar nature which are necessary in connection with the day-to-day operation
of the Offices.
3.7 Physician Recruiting and Training. Medical Management
shall assist Doctor's Care in recruiting, screening and evaluating prospective
physician employees and physician contractors for Doctor's Care, and Medical
Management shall assist Doctor's Care in training Doctor's Care's physicians in
the delivery of medical services at the Offices in a manner consistent with
Medical Management's established standards, practices, procedures and policies
as may from time to time be in effect.
3.8 Insurance. Medical Management shall use all reasonable
efforts to obtain and maintain in full force and effect during the term of this
Agreement, and all extensions and renewals thereof, commercial general liability
and property insurance which Medical Management deems appropriate to protect
against loss in the nature of fire, other catastrophe, theft, business
interruption, public liability, and non-medical negligence, with minimum
coverage limits of $1,000,000 per occurrence. Medical Management shall use all
reasonable efforts to obtain medical malpractice insurance for Doctor's Care and
its physician employees in an amount not less than $1,000,000 per incident with
a $3,000,000 annual limit per physician either on an "occurrence" or on a
"claims made" basis in its judgment. If obtained on a "claims made" basis, such
insurance arrangements shall include provision for the purchase of "tail
coverage" if such coverage is available at reasonable rates. Medical Management
may arrange for such malpractice insurance or portion thereof, including "tail
coverage" to be underwritten or funded by an entity which is wholly or partially
owned by Medical Management.
3.9 Billing and Collection. In order to relieve Doctor's
Care of the administrative burden of handling the billing and collection of sums
due under prepaid health plans, fees for medical, x-ray, laboratory and all
services provided by or on behalf of Doctor's Care and for which Doctor's Care
may charge, Medical Management shall be responsible, on behalf of and for
Doctor's Care and any contract physicians or independent physician groups or
other organizations practicing medicine for or on behalf of Doctor's Care, on
their respective billheads as their agent, for billing and collecting the
charges made with respect to all medical, x-ray, laboratory and all other
services provided at the Offices. Doctor's Care agrees that it will keep and
provide to Medical Management all documents, opinions, diagnoses,
recommendations, and other evidence and records necessary for the purpose of
supporting the fees charged for all medical and other services from time to
time. It is expressly understood that the extent to which Medical Management
will endeavor to collect such charges, the methods of collecting, the settling
of disputes with respect to charges, and the writing off of charges that may be
or appear to be uncollectible shall at all times be within the sole discretion
of Medical Management (but subject to all applicable governmental regulations
and the terms and conditions of applicable provider agreements), and that
Medical Management does not guarantee the extent to which any charges billed
will be collected. Doctor's Care or its duly authorized agent shall have the
right at all reasonable times and upon the giving of reasonable notice to
examine, inspect and copy the records of Medical Management pertaining to such
fees, charges, billings and collections. At Doctor's Care's request, Medical
Management will re-assign to Doctor's Care for collection by Doctor's Care, any
accounts which Medical Management has determined to be uncollectible.
3.10 Bank Accounts and Disbursements. During the term of
this Agreement, Medical Management is hereby expressly authorized to, and shall
disburse from one or more bank accounts of Doctor's Care sums for the payment of
the Cost of Medical Services as that term is defined in Section 7 below, Medical
Management's compensation and all other costs, expenses and disbursements which
are required or authorized by this Agreement. For administrative convenience,
Medical Management shall maintain said bank accounts.
3.11 Market Research. Medical Management shall conduct
market research with respect to rates, charges, competitive conditions,
competition and business opportunities for Medical Management and Doctor's Care.
Medical Management shall compile such information and provide marketing reports
and analyses to Doctor's Care. All such marketing services shall be conducted in
accordance with the laws, rules, regulations and guidelines of all applicable
governmental and quasi-governmental agencies including, but not limited to, the
Medical Board of South Carolina.
3.12 Contract Negotiations. Medical Management shall
negotiate on Doctor's Care's behalf, contracts with prepaid health plans,
preferred provider organizations, other group plans, independent physician
associations, hospitals and other health care providers for Doctor's Care's
services at the Offices, for admission of Doctor's Care's patients for
hospitalization and for the provision of health care services for Doctor's
Care's patients by other physicians with specialties not available at Doctor's
Care. Upon request by Medical Management, Doctor's Care hereby agrees to take
any action convenient or necessary for Doctor's Care to approve and enter into
any such contracts.
3.13 Management and Planning Reports. Medical Management
shall supply Doctor's Care on a regular, periodic basis, such internal reports
as may be necessary or appropriate for the parties to assist each other in
evaluating the non-medical aspects of the performance and productivity of their
respective employees and contractors as well as in evaluating the efficiency and
effectiveness of the rendition of their respective management and other
non-professional services. Medical Management shall provide Doctor's Care with
data and reports for Doctor's Care's exclusive use in conducting Doctor's Care's
medical practice, evaluating the performance of Doctor's Care's physicians and
for other purposes related to maintaining a high level of patient care quality
and improving the efficiency of Doctor's Care's physicians. Medical Management
shall meet periodically with Doctor's Care's utilization review designees,
medical directors of Offices, Doctor's Care's peer review committees and other
representatives of Doctor's Care to review the data and reports provided by
Medical Management, to consult with each other with regard to the interpretation
of such data and reports, to evaluate the application of such data and reports
to the operation of the Offices and to detect and discuss trends in Doctor's
Care's medical practice at the Offices.
3.14 Utilization Review. Medical Management shall establish
and administer a program of Utilization Review of medical care rendered by
Doctor's Care that is consistent with the terms of the Payor Agreements, and
Doctor's Care agrees that it and its physicians shall adhere to the advice of
such program to the extent that it is consistent with the physician's
professional judgment.
3.15 Quality Assurance. It is understood that Doctor's Care
has an established Quality Assurance Program to assure a standard of care that
is consistent with the laws of the state and federal governments, with the
applicable contractual obligations of Doctor's Care, and with the prevailing
standards of medical practice and medical care in the community. Medical
Management shall assist in the implementation of this Quality Assurance Program.
3.16 Arrangements with Other Providers. The parties hereto
acknowledge and agree that Medical Management may enter into arrangements with
health care providers other than Doctor's Care, including specialty physicians
and hospitals, for the provision of services to patients.
3.17 Doctor's Care Operations. Medical Management shall
have exclusive authority over all decision-making for ongoing Doctor's Care
major or central operations except for the dispensing of medical services. This
authority includes, but is not limited to, the scope of services, patient
acceptance policies and procedures, pricing of services, negotiation and
execution of contracts, issuance of debt, and establishment and approval of
operating and capital budgets.
3.18 Compensation and Selection of Physicians. Medical
Management shall have exclusive decision-making authority over the total
compensation of Doctor's Care's Personnel. Medical Management shall have the
authority to establish and implement guidelines for the selection, hiring and
firing of Doctor's Care's Personnel; without limiting the generality of the
foregoing, Doctor's Care shall not employ or contract with any Doctor's Care
Personnel without the prior consent of Medical Management.
3.19 Notice of Certain Corporate Actions. During the term
of this Agreement and any extension or renewal thereof, (i) if Doctor's Care
shall desire to amend its bylaws or its Articles of Incorporation; or (ii) if
any capital reorganization of the Doctor's Care, reclassification of the capital
stock of Doctor's Care, consolidation or merger of Doctor's Care with or into
another corporation, sale lease, or transfer of all or substantially all of the
property and assets of Doctor's Care shall desire to be effected; or (iii) if
Doctor's Care shall desire to pay any dividend, in shares of stock or cash or
otherwise, or make any distribution upon the shares of its capital stock, then
in any such case, Doctor's Care shall cause to be delivered to Medical
Management, at least thirty (30) days prior to the record date fixed for the
purpose of determining shareholders entitled to vote on such action, or to
receive such dividend, distribution, or offer, or to receive shares or other
assets deliverable upon such reorganization, reclassification, consolidation,
merger, sale, lease, transfer, dissolution, liquidation, or winding up, as the
case may be, a notice containing a brief description of the proposed action and
stating such record date.
3.20 Proceeds of Sale of Doctor's Care and/or Offices.
During the term of this Agreement and any renewal or extension thereof, in the
event all or substantially all the assets of Doctor's Care or one or more of the
Offices are sold or otherwise transferred, such sale or transfer shall not be
effective except upon the prior written consent of Medical Management which may
be withheld for any or no reason, and Medical Management shall be entitled to
any and all the proceeds of such sale or transfer.
4. Compliance with Payor Agreements. Medical Management agrees to
perform its duties hereunder so as to comply with Doctor's Care's obligations
under the Payor Agreements.
5. Conduct of Medical Practice. Doctor's Care shall be solely and
exclusively in control of all aspects of the practice of medicine and the
delivery of medical services in its practice. The rendition of all medical
professional services, including, but not limited to, diagnosis, treatment,
surgery, therapy and the prescription of medicine and drugs, and the supervision
of preparation of medical reports shall be the responsibility of Doctor's Care.
Except as otherwise set forth herein, Doctor's Care shall have the sole right
and authority to hire, employ, train, supervise, terminate and compensate all of
the Doctor's Care Personnel. Medical Management shall have the authority to
establish fees or charges for the rendition of such services. Doctor's Care
agrees to assign a physician to act as its Medical Director and to assure that
its Offices are adequately staffed during operating hours with such medical
personnel as may be necessary to efficiently carry out the practice of medicine
at such Offices, all of whom shall be duly licensed by the state in which they
practice.
6. Exclusivity. During the term of this Agreement, Doctor's Care
agrees not to contract for or to obtain management or administrative services
with any organization other than Medical Management.
7. Medical Management's Compensation.
7.1 Definitions.
7.1.1 "Books and Records" means Doctor's Care's
books of account, accounting and financial records and all other
records relating to and used in the conduct of Medical Management's
duties hereunder and also used in the preparation of reports and
financial statements. The books and records at all times shall be
correct and complete and contain correct and timely entries made with
respect to transactions entered into pursuant hereto in accordance
with GAAP.
7.1.2 "Cost of Medical Services" means any and
all expenses of Doctor's Care with respect to providing services at
the Offices or related in any way to the business of Doctor's Care,
including without limitation the aggregate compensation of Doctor's
Care Personnel, plus the cost of such Doctor's Care Personnel's
benefits, including, but not limited to vacation pay, sick pay,
health care expenses, Doctor's Care's share of Doctor's Care
Personnel's, employment and payroll taxes, professional dues, and
other expenses and payments required to be made to or for said
Doctor's Care Personnel, pursuant to employment agreements or
otherwise, including expense reimbursements and all discretionary
bonuses, incentives, and/or payments based on profitability or
productivity paid or accrued for Doctor's Care Personnel at said
Offices; and also includes the cost of Ancillary Services ordered by
Doctor's Care Personnel on behalf of Doctor's Care's patients and the
cost of medical malpractice insurance for Doctor's Care and Doctor's
Care Personnel.
7.1.3 "GAAP" means at any particular time
generally accepted accounting principles as m effect at such time.
Any accounting term used in this Agreement shall have, unless
otherwise specifically provided herein, the meaning customarily given
in accordance with GAAP, and all financial computations hereunder
shall be computed unless otherwise specifically provided herein, in
accordance with GAAP as consistently applied and using the same
method of valuation as used in the preparation of Medical
Management's financial statements.
7.1.4 "Net Revenues" means all Revenues net of
allowances for uncollectible accounts.
7.1.5 "Revenues" means all amounts assigned and
paid hereunder by Doctor's Care to Medical Management pursuant to
Subsection 7.2.
7.2 Assignment to Medical Management. Doctor's Care hereby
assigns to Medical Management all of Doctor's Care's rights and interest in all
sums which Doctor's Care receives or becomes entitled to receive for the
performance of medical services by employees of Doctor's Care and from charges
by Doctor's Care for supplies and other items for which Doctor's Care is
entitled to charge as reflected in invoices issued by Doctor's Care with respect
to the Offices. Notwithstanding the foregoing, no assignment shall be made of
any sums or rights to payment, the assignment of which is prohibited by law
(e.g., amounts receivable from Medicare claims). In lieu of assignment of the
payments described above, Doctor's Care hereby agrees to pay to Medical
Management an amount equal to the amount of any such payments within two (2)
business days of receiving such payments.
7.3 Remittances on Behalf of Doctor's Care. Medical
Management shall pay on Doctor's Care's behalf from the Net Revenues the Cost of
Medical Services. Medical Management shall have access to the Books and Records
for the purpose of determining payments to be made under this Subsection 7.3.
7.4 Medical Management's Compensation. As compensation for
the provision of its services hereunder, Medical Management shall receive the
balance, if any, of the Net Revenues remaining after payments of the Costs of
Medical Services as set forth in Section 7.3.
8. Records.
8.1 Medical Management agrees to maintain documentation of
source data related to quality assurance, Utilization Review and cost and
utilization reports prepared for and/or submitted to Doctor's Care for a period
of at least five years from the close of the contract period specified in this
Agreement.
8.2 Medical Management agrees to make all of its books and
records pertaining to the services furnished under the terms of this Agreement
(subject to applicable ethical and legal confidentiality requirements) available
for inspection, examination or copying by duly authorized representatives of
Doctor's Care.
9. Insurance and Indemnification.
9.1 Medical Management shall confirm that any physician
provider used by Doctor's Care to serve the needs of Patients shall have
professional liability insurance or protection limits of coverage as follows: at
least $1,000,000 per occurrence and $3,000,000 annual aggregate for said
physician. Medical Management shall provide evidence of the above-described
coverage to Doctor's Care upon request.
9.2 Doctor's Care further agrees, during the term of this
Agreement, to indemnify and hold harmless Medical Management against any claims
or liabilities arising under this Agreement which are the sole responsibility of
Doctor's Care or its employees or agents.
10. Confidentiality.
10.1 Patient Records. All patients records, reports and
information obtained, generated, or encountered relating to Offices, which have
not and hereafter are not designated by Medical Management as being Medical
Management's property shall at all times be the property of Doctor's Care and so
long as in the possession, use or control of either party, shall be kept in the
strictest confidence by both parties. Medical Management shall instruct all of
its personnel to keep confidential any such information, as well as any
financial, statistical, personnel, and patient information obtained or
encountered relating to Doctor's Care or to Doctor's Care's operations. Both
parties agree to comply with all applicable laws, regulations and professional
standards concerning the confidentiality of patient records.
10.2 Proprietary Information. Doctor's Care recognizes that
due to the nature of this Agreement, Doctor's Care will have access to
information of a proprietary nature owned by Medical Management including, but
not limited to, any and all computer programs (whether or not completed or in
use) and any and all operating manuals or similar materials which constitute the
non-medical systems, policies and procedures, and methods of doing business
developed by Medical Management for the operation of facilities managed by
Medical Management. Consequently, Doctor's Care acknowledges and agrees that
Medical Management has a proprietary interest in all such information and that
all such information constitutes confidential and proprietary information and is
the trade secret property of Medical Management. Doctor's Care hereby waives any
and all right, title and interest in and to such trade secrets and confidential
information and agrees to return all copies of such trade secrets and
confidential information related thereto to Medical Management, at Doctor's
Care's expense, upon the termination of the Agreement.
Doctor's Care further acknowledges and agrees that Medical Management
is entitled to prevent its competitors from obtaining and utilizing its trade
secrets and confidential information. Therefore, Doctor's Care agrees to hold
Medical Management's trade secrets and confidential information in strictest
confidence and not to disclose them or allow them to be disclosed, directly or
indirectly, to any person or entity other than those persons or entities who are
employed by or affiliated with Medical Management or Doctor's Care, without the
prior written consent of Medical Management. Doctor's Care shall not, either
during the term of this Agreement, or at any time after the expiration or sooner
termination of this Agreement, disclose to anyone other than persons or entities
who are employed by or affiliated with Medical Management or Doctor's Care any
confidential or proprietary information or trade secret information obtained by
Doctor's Care from Medical Management, except as otherwise required by law.
Doctor's Care agrees to require each independent contractor and employee of
Doctor's Care, and any such persons or entities to whom such information is
disclosed for the purpose of performance of Medical Management's or Doctor's
Care's obligations under this Agreement, to execute a "Confidentiality
Agreement" in a form acceptable to Medical Management.
Doctor's Care acknowledges and agrees that a breach of this Section
10 will result in irreparable harm to Medical Management which cannot be
reasonably or adequately compensated in damages, and therefore Medical
Management shall be entitled to injunctive and equitable relief to prevent a
breach and to secure enforcement thereof, in addition to any other relief or
award to which Medical Management may be entitled.
11. Cooperation.
11.1 Doctor's Care and Medical Management agree that they
shall at all times maintain an effective liaison and close cooperation with each
other to facilitate provision of high quality and cost effective health care to
Patients.
11.2 Each of the parties agrees to cooperate fully with
each other in connection with the performance of their respective obligations
under this Agreement, and both parties agree to employ their best efforts to
resolve any dispute that may arise under or in connection with this Agreement.
Subject to Medical Management maintaining the confidentiality of patient records
and Doctor's Care's confidential information, Doctor's Care shall provide to
Medical Management full and complete access to Doctor's Care's premises, and to
Doctor's Care charts, books, and records, in order that Medical Management can
perform its functions hereunder.
11.3 During the term of this Agreement, Doctor's Care shall
not add facilities or clinics for the practice of medicine by Doctor's Care's
physicians without the prior approval of Medical Management.
11.4 Notwithstanding any other provisions contained herein,
Medical Management shall not be liable to Doctor's Care, and shall not be deemed
to be in default hereunder, for the failure to perform or provide any of the
supplies, services, personnel, or other obligations to be performed or provided
by Medical Management pursuant to this Agreement if such failure is a result of
a labor dispute, act of God, or any other event which is beyond the reasonable
control of Medical Management.
12. License of Intellectual Property. During the term of this
Agreement and any extension or renewals thereof, each of the party's hereto
hereby grants royalty free to the other party hereto the non-exclusive right and
license to use any and all trademarks, trade names, service marks, logos, and
other intellectual property rights owned by the granting party. The licensed
intellectual property and any goodwill associated therewith are and shall at all
times remain the property of the granting party.
13. Doctor's Care Patient Grievances. Medical Management agrees to
comply with the complaint, grievance and disenrollment policies of Payors in
resolving any Patient grievances related to the provision of medical services by
Doctor's Care. Doctor's Care shall bring to the attention of Medical Management
all applicable complaints or grievances involving Doctor's Care, and Medical
Management shall promptly, in accordance with any applicable Payor procedures,
investigate such complaints and use its best efforts to resolve them in a fair
and equitable manner. Medical Management agrees to notify Doctor's Care monthly
of any complaints from Patients and of actions taken or proposed with respect to
the disposition of such complaints.
14. Professional Training and Licensing Standards.
14.1 Medical Management warrants that any provider that it
engages to provide services to Patients is in compliance with applicable local,
state, and federal laws, regulations and/or licensing requirements relating to
the provision of services that they will provide.
14.2 Doctor's Care shall provide Medical Management with a
copy of credentials requirements and agrees to provide Medical Management with
documentation that each physician providing services to Doctor's Care Patients
is appropriately credentialed. This documentation will include proof of
licensure and specialty certification as applicable. This documentation shall be
maintained on file by Medical Management and reviewed by Doctor's Care and
Medical Management on an annual basis. Doctor's Care will maintain oversight
responsibility to assure that all licensed physicians are credentialed according
to its managed care Quality Assurance Program.
15. Non-Discrimination.
15.1 In the performance of this contract, Doctor's Care and
Medical Management shall not unlawfully discriminate against any employee or
applicant for employment because of race, religion, color, national origin,
ancestry, physical or psychological disability, medical condition, marital
status, age, sex or sexual orientation. Doctor's Care and Medical Management
shall insure that the evaluation and treatment of their employees and applicants
for employment are free of such discrimination and shall comply with all the
provisions of law applicable thereto.
15.2 The applicable regulations of law relating to the
treatment and evaluation of employees and applicants for employment are
incorporated into this Agreement by reference and made a part hereof as if set
forth in full. Doctor's Care and Medical Management shall give written notice of
their obligations under this clause to labor organizations with which they have
a collective bargaining or other agreement.
16. Arbitration. If a dispute or matter in controversy arises between
the parties hereto which they are unable to resolve to their mutual satisfaction
within ten (10) days of written notice from one to the other of the existence of
such dispute, then either party may notify the other party in writing (the
"Notice") that the dispute be submitted to binding arbitration as provided
herein. The arbitration panel shall consist of three (3) arbitrators, one of
whom shall be selected by Medical Management, one of which shall be selected by
Doctor's Care, each within 10 days of the Notice, and the third shall be
selected by the first two within ten (10) days of their selection. If either
party shall fail to make a selection within ten (10) days, the first arbitrator
shall select the remaining two (2). In the event that any arbitrator shall
resign or otherwise fail to perform his duties, his successor shall immediately
be selected by the party who selected such arbitrator in the first instance. The
arbitration panel shall have the authority to assess costs and shall award
attorneys' fees. Either party may have recourse to the courts for enforcement of
the award of the arbitration panel. Notwithstanding any provision of this
Section 16, the arbitration panel shall have no authority to override Medical
Management's exclusive authority over the ongoing major or central operations of
Doctor's Care, as specifically set forth in Subsection 3.17 and as otherwise set
forth in this Agreement. With respect to any dispute brought by Doctor's Care,
the arbitration panel and any court of competent jurisdiction may order
termination of this Agreement only upon a finding beyond a reasonable doubt that
Medical Management (a) was grossly negligent, (b) committed a fraudulent act, or
(c) committed illegal acts.
17. Waiver of Violation. The waiver by either party of a breach or
violation of any provision of this Agreement shall not operate as or be
construed as a waiver of any subsequent breach thereof.
18. Miscellaneous.
18.1 Enforceability. If any provision of this Agreement
shall be for any reason invalid or unenforceable, the remaining provisions shall
be nevertheless effective.
18.2 Amendments. This Agreement constitutes the entire
written understanding between the parties and may only be amended by Medical
Management providing notice to Doctor's Care of such amendment.
18.3 Independent Relationship. In the performance of this
Agreement, it is mutually understood and agreed that all physicians practicing
medicine at any of the Offices are at all times acting and performing as
employees of Doctor's Care or as independent contractors with Doctor's Care
("Doctor's Care's Physicians") and not employees or agents of Medical
Management. Medical Management shall neither have nor exercise any control or
direction over the methods by which Doctor's Care or Doctor's Care's Physicians
shall practice medicine. The function of Medical Management is to provide
Doctor's Care with all non-medical services in a competent, efficient, and
satisfactory manner. Doctor's Care and Doctor's Care's Physicians shall have no
claim under this Agreement or otherwise against Medical Management for workers'
compensation, unemployment compensation, sick leave, vacation pay, retirement
benefits, Social Security benefits, or any other employee benefits, all of which
shall be the sole responsibility of Doctor's Care. Since Doctor's Care's
Physicians are not employees of Medical Management, it shall not withhold on
behalf of Doctor's Care's Physicians pursuant to this Agreement any sums for
income tax, unemployment insurance, Social Security, or otherwise pursuant to
any law or requirement of any governmental agency, and all such withholding, if
any is required, shall be the sole responsibility of Doctor's Care. Doctor's
Care shall indemnify and hold harmless Medical Management from any and all loss
or liability arising with respect to any of the foregoing benefits or
withholding requirements.
18.4 Assignability. This Agreement and all rights and
obligations hereunder may not be assigned by Doctor's Care without the prior
written consent of Medical Management. Medical Management may assign this
Agreement or any or all rights and obligations hereunder at any time upon notice
to Doctor's Care.
18.5 Governing Law. This Agreement shall be construed in
accordance with the laws of the State of South Carolina.
19. Termination of Facilities Agreement. The parties hereto
acknowledge and agree that by mutual agreement of the parties thereto, that
certain Facilities Agreement is hereby and forever terminated and declared null
and void; provided however, this termination shall not be deemed to extinguish
any payments which are owed to one party thereto by the other party thereto
pursuant to the terms of such Facilities Agreement; provided further however, no
party thereto shall be entitled to any fee or penalty accruing as a result of
such termination.
[SIGNATURE PAGE ATTACHED]
IN WITNESS WHEREOF, the parties hereto have caused this
Administrative Services Agreement to be executed by their duly authorized
representatives as of the date first above written.
UCI MEDICAL AFFILIATES OF SOUTH CAROLINA, INC.
By: /S/ JERRY F. WELLS, JR.
--------------------------------
Jerry F. Wells, Jr.
Title: Executive Vice-President and
Chief Financial Officer
ADDRESS:
1901 Main Street
Suite 1200
Columbia, SC 29201
DOCTOR'S CARE, P.A.
By: /S/ M. F. MCFARLAND, III, M.D.
--------------------------------
M. F. McFarland, III, M.D. Title: President
ADDRESS:
1901 Main Street
Suite 1200
Columbia, SC 29201