AMENDMENT NO. 2 TO MANAGEMENT AGREEMENT
BETWEEN
INTEGRAMED AMERICA, INC.
AND
BAY AREA FERTILITY AND GYNECOLOGY MEDICAL GROUP, INC.
THIS AMENDMENT NO. 2 TO MANAGEMENT AGREEMENT ("Amendment No. 2"), dated
July 21, 1998 by and between IntegraMed America, Inc., a Delaware corporation,
with its principal place of business at One Manhattanville Road, Purchase, New
York 10577 ("INMD") and Bay Area Fertility and Gynecology Medical Group, Inc., a
California professional medical corporation, with its principal place of
business at 5601 Norris Canyon Road, Suite 300, San Ramon, California 94583
("PC").
RECITALS:
WHEREAS, INMD and PC entered into a Management Agreement dated January
7, 1997 (the "Management Agreement"), as amended by Amendment No. 1 to
theManagement Agreement dated April 5, 1998; and
WHEREAS, INMD and PC wish to amend the Management Agreement, in
pertinent part to clarify what the Base Management Fee, as defined in the
Management Agreement, includes; and
WHEREAS, INMD and PC wish to amend the Management Agreement to provide
for joint responsibilities and duties under the Management Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants
herein contained, and as contained in the Management Agreement, as amended, INMD
and PC agree as follows:
1. Section 3.3.1 of the Management Agreement is hereby deleted in its
entirety and the following hereby substituted therefor:
"3.3.1 Executive Director. Subject to the approval of the Joint
Practice Management Board, INMD shall hire and appoint an Executive
Director or other individual with similar responsibilities to manage
and administer all the day-to-day business functions of the Facilities
and shall determine the salary and fringe benefits paid to such person.
At the direction, supervision and control of INMD, such person, subject
to the terms of this Agreement, shall perform the administrative duties
assigned by INMD and implement the policies agreed to by the Joint
Practice Management Board."
2. Section 6.1.2 of the Managment Agreement is hereby deleted in its
entirety and the following hereby substituted therefor, effective January 7,
1997:
"6.1.2 during each year of this Agreement, a Base Management Fee, which
includes a licensing fee for use of the names REPRODUCTIVE SCIENCE CENTER and
BAY AREA FERTILITY, in an amount equal to six percent (6%) of the Revenues."
3. The Management Agreement is hereby amended to add the following
Article:
"Article 12
JOINT DUTIES AND RESPONSIBILITIES
12.1 FORMATION AND OPERATION OF JOINT PRACTICE MANAGEMENT BOARD. INMD
and PC will establish a Joint Practice Management Board which will be
responsible for developing management and administrative policies for the
overall operation of PC. The Joint Practice Management Board will consist of
designated management representative(s) from INMD, one or more PC owners, as
determined by PC, such other practice physicians, as appropriate and the
Executive Directors. In the case of any matter requiring a formal vote, PC shall
have one (1) vote and INMD shall likewise have one (1) vote..
12.2 DUTIES AND RESPONSIBILITIES OF THE JOINT PRACTICE MANAGEMENT
BOARD. The Joint Practice Management Board shall have the following duties and
responsibilities:
12.2.1 ANNUAL BUDGETS. All annual capital and operation
budgets prepared by INMD shall be subject to the review, amendment,
approval and disapproval of the Joint Practice Management Board.
12.2.2 CAPITAL IMPROVEMENTS AND EXPANSION. Except as otherwise
provided herein, any renovation and expansion plans, and capital
equipment expenditures with respect to PC shall be reviewed and
approved by the Joint Practice Management Board and shall be based upon
the best interests of PC, and shall take into account capital
priorities, economic feasibility, physician support, productivity and
then current market and regulatory conditions.
12.2.3 ADVERTISING BUDGET. All annual advertising and other
marketing budgets prepared by INMD shall be subject to the review,
amendment, approval and disapproval of the Joint Practice Management
Board.
12.2.4 PATIENT FEES. The Joint Practice Management Board shall
review and approve the fee schedule for all physician and ancillary
services rendered by PC.
12.2.5 ANCILLARY SERVICES. The Joint Practice Management Board
shall approve ancillary services rendered by PC.
12.2.6 PROVIDER AND PAYER RELATIONSHIPS. Decisions regarding
the establishment or maintenance of relationship with institutional
health care providers and payers shall be made by the Joint Practice
Management Board in consultation with PC; provided, however, that
unanimous consent of PC designated members of the Joint Practice
Management Board shall be necessary to discontinue any existing PC
institutional relationship.
12.2.7 STRATEGIC PLANNING. The Joint Practice Management Board
shall develop long-term strategic plans, from time to time.
12.2.8 PHYSICIAN HIRING. The Joint Practice Management Board
shall determine, except as otherwise provided for herein, the number
and type of physicians required for the efficient operation of PC. The
approval of the Joint Practice Management Board shall be required for
any modifications to the restrictive covenants contained in any
physician agreement.
12.2.9 PROVIDER CONTRACTS. The Joint Practice Management Board
shall approve, disapprove, or amend all managed care, PPO, HMO,
Medicare risk and other provider contracts negotiated by INMD.
4. All other provisions of the Management Agreement, as amended, not
in conflict with this Amendment No. 2 remain in full force and effect.
IN WITNESS WHEREOF, the parties have signed this Amendment No. 2 as the
date first written above.
INTEGRAMED AMERICA, INC.
By: /s/Gerardo Canet
----------------------------
Gerardo Canet, President
BAY AREA FERTILITY AND GYNECOLOGY MEDICAL GROUP, INC.
By: /s/Arnold Jacobson, M.D.
----------------------------------
Arnold Jacobson, M.D., President