EXHIBIT NO. 10.1
FACILITIES AGREEMENT
46
FACILITIES AGREEMENT
between
UCI MEDICAL AFFILIATES, INC.
and
DOCTOR'S CARE, P.A.
47
FACILITIES AGREEMENT
(Originally executed May 8, 1984 and amended September 24, 1984, "Amendment No.
1", January 13, 1995, "Amendment No. 2" and September 17, 1996, "Amendment No.
3")
Parties: Doctor's Care, P.A. (PA) and UCI Medical Affiliates of South Carolina
(UCISC) for the use of UCISC's facilities and equipment by PA.
Term: The Agreement shall commence on the Closing Date of the Assets Purchase
Agreement and run for five years. (See Amendments No. 2 and No. 3)
Additional Clinics: Upon the mutual agreement of UCISC and PA, additional
clinics may be included in the Agreement.
Equitable Relief: Both UCISC and PA shall be entitled to injunctive and/or other
equitable relief to prevent breach of the Agreement.
Waiver: The failure to enforce provisions or require performance under the
Agreement by either UCISC or PA shall not be construed to be a waiver of that
provision or affect the validity of the Agreement.
Invalidity: The invalidity or unenforceability of any provisions of the
Agreement shall not affect the other provisions of the Agreement.
Governing Law: The Agreement shall be governed and interpreted in accordance
with the laws of the State of South Carolina.
Amendments: No modification, amendment or waiver of any provision of the
Agreement will be effective unless it is in writing and signed by both parties.
Entire Agreement: The Agreement shall constitute the entire agreement of the
parties.
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DUTIES AND RESPONSIBILITIES OF UCISC
1. UCISC shall make available the facilities, equipment and assets of the
Clinics to PA for PA's use.
2. UCISC shall provide (at its own expense) additional equipment,
secretarial, bookkeeping, accounting and other non-medical personnel as
required by PA to operate the Clinics.
3. UCISC may terminate the Agreement upon thirty (30) days written notice
only for "good cause", i.e., failure by PA to provide the agreed operation
of the Clinics and/or to perform other duties or to willfully violate any
terms of the Agreement. UCISC may also terminate within thirty (30) days
after the death of or loss of license of X.X. XxXxxxxxx. (See Amendment
No. 2)
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DUTIES AND RESPONSIBILITIES OF PA
1. PA shall provide all medical and medically related services at UCISC's
Clinics and shall:
a. approve, hire, supervise, evaluate and terminate all providers;
b. purchase, control, prescribe and dispense all drugs;
c. select and approve all medically related supplies and equipment;
d. monitor the quality of medical care provided at the Clinics, and
assure that such care meets currently accepted standards of medical
competence according to currently approved methods and practices
(including peer review) in the medical profession; and,
e. establish fees for all services at the Clinics consistent with
normal charges rendered for such services in the community; PA shall
also xxxx all fees in PA's name.
2. PA shall provide a physician to serve as Executive Medical Director of
the Clinics who shall have overall responsibility for the operation of
the Clinics by PA, who shall be acceptable to UCISC, and who shall
perform by devoting such time and effort to providing services to best
assure efficient operation and quality rendition of medical services to
the patients at the Clinics.
PA shall also provide a Professional to serve as Medical Director of
each individual Clinic, and Professionals to provide medical services
at the Clinics.
3. PA shall use best efforts to provide Professionals at the Clinics
during all regular hours of operation established by PA in consultation
with UCISC.
PA shall be solely responsible for the work schedules of all medically
related personnel.
PA shall have full control over all activities relating to the practice
of medicine by the Professionals; UCISC shall have no control over the
methods by which any medical or medically related services are to be
performed at the Clinics; UCISC shall not interfere with freedom to
prescribe rules or control the manner in which services are to be
performed at the Clinics.
PA shall indemnify and hold harmless UCISC for claims of medical
malpractice against PA's Professionals.
4. Fees:
PA shall retain from total fees an amount equal to the cost of all
narcotic drugs for the previous month, and an amount sufficient to pay
all payroll, and payroll costs.
The excess shall be paid over to UCISC by PA as payment for the use of
UCISC's facilities, equipment and assets, and other non-medical
services provided to PA by UCISC employees.
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5. Medications and Patient Records:
All narcotic drugs or medications requiring a prescription shall at all
times remain the PA's property.
All patient records shall at all times remain PA's property except that
upon termination of the Agreement, PA shall provide any successor
professional association at the Clinics copies of such medical records
within 90 days after the termination upon request by the successor.
6. Non-Competition:
PA agrees that for seven years after the date of the Agreement neither
PA nor its stockholders shall:
a. induce or attempt to influence any person rendering medical or
management services at any UCISC facility to cease rendering such
services; or
b. engage in, enter the employ of, or be financially interested in any
corporation, partnership or professional association owning or
operating any primary care facility or substantially similar practice
(excluding hospital emergency rooms) within ten miles of any UCISC
facility or any such facility which UCISC has taken definite action to
acquire, construct or operate. PA and its stockholders are not
restricted from owning up to one (1%) percent of the corporate
securities of any competitor of UCISC listed on any national securities
exchange or traded over-the-counter.
7. Non-Disclosure:
PA shall take reasonable precautions to assure confidentiality of all
books, records, documents, and materials relating to the Clinics, and
to reasonably maintain in confidence all information obtained from UCI
during the Agreement.
8. Termination:
After reasonable written notice, PA may terminate the Agreement upon
repeated failure by UCISC to provide facilities, equipment or services
necessary for PA to operate Clinics as primary care facilities, or for
UCISC's willful violation of any term of the Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first written above:
UCI MEDICAL AFFILIATES OF SC, INC. DOCTOR'S CARE, P.A.
/s/ X.X. XxXxxxxxx, III, M.D. /s/ X.X. XxXxxxxxx, III, M.D.
M.F. XxXxxxxxx, III, M.D. M.F. XxXxxxxxx, III, M.D.
President President
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FACILITIES AGREEMENT
Amendment No. 1
Amendment of 24 September 1984: Should total fees collected by PA at any time
not be sufficient for PA to pay wages, salaries and other compensation of
Professionals and other medically related personnel employed by or under
contract with PA, UCI shall, within five days written notice by PA of the amount
of such insufficiency and documentation reasonably required by UCI, pay over to
PA an amount sufficient to pay such wages, salaries and compensation.
All terms and conditions of the Agreement, except as modified hereby shall
remain in full force and effect.
UCI MEDICAL AFFILIATES OF SC, INC. DOCTOR'S CARE, P.A.
/s/ X.X. XxXxxxxxx, III, M.D. /s/ X.X. XxXxxxxxx, III, M.D.
M.F. XxXxxxxxx, III, M.D. M.F. XxXxxxxxx, III, M.D.
President President
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FACILITIES AGREEMENT
Amendment No. 2
This Amendment to Facilities Agreement (this "Agreement") entered into to be
effective as of this 13th day of January, 1995, by and between UCI Medical
Affiliates of South Carolina, Inc., a South Carolina corporation and
wholly-owned subsidiary of UCI Medical Affiliates, Inc. ("UCISC") and Doctor's
Care, P.A. ("Doctor's Care").
Introduction. UCISC and Doctor's Care previously entered into that certain
Facilities Agreement dated May 8, 1984 (the "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 UCISC. The parties hereto
desire to amend the terms of the Agreement to provide UCISC with a termination
right pursuant to the terms and conditions set forth in this Amendment. All
capitalized terms not otherwise defined herein shall have the respective
meanings set forth in the Agreement.
Agreement. NOW, THEREFORE, for and in consideration of the mutual promises set
forth herein and other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties do hereby agree as follows:
1. Upon the occurrence of a Terminating Event (hereinafter defined), UCISC
shall have the right to terminate this Agreement upon 60 days prior written
notice (the "Termination Notice") so long as the Termination Notice and a
termination fee of $100,000.00 are forwarded to Doctor's Care within 120
days of the occurrence of the act constituting the Terminating Event. For
purposes of this Amendment, "Terminating Event" shall mean any of the
following:
(a) The death of X.X. XxXxxxxxx, III, M.D. ("XxXxxxxxx");
(b) XxXxxxxxx ceasing to own, either directly or indirectly, a
controlling interest in Doctor's Care; or
(c) XxXxxxxxx becoming a "disqualified person," as that term is defined
by the South Carolina Professional Corporation Supplement to the
South Carolina Business Corporation Act of 1988, as amended.
2. All notices or demands to be given hereunder shall be in writing and
hand-delivered or forwarded by registered or certified mail, return receipt
requested, postage prepaid, at the address of the party set forth below.
Any notice or demand given hereunder shall be deemed given when
hand-delivered or two (2) days after mailed in accordance with the terms
hereof. In the event any date on which any notice or demand is required to
be made hereunder falls on a Saturday, Sunday or federal holiday, then the
date on which such notice is required to be given or made hereunder, for
all purposes, shall be deemed to be the next following business day.
Any notice to Doctor's Care shall be addressed as follows:
Doctor's Care, P.A.
0000 Xxxx Xxxxxx, Xxxxx 0000
Mail Code 1105
Columbia, South Carolina 29211
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Any notice to UCISC shall be addressed as follows:
UCI Medical Affiliates, Inc.
0000 Xxxx Xxxxxx, Xxxxx 0000
Mail Code 1105
Xxxxxxxx, Xxxxx Xxxxxxxx 00000
With copy to:
Companion HealthCare Corporation
X-00 xx Xxxxxx Xxxx
Xxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Attention: Mr. Xxxxx Xxxxxx
or to such other address as the respective party may from time to time
designate by written notice to the other parties hereto.
3. All terms and conditions of the Agreement, except as modified hereby shall
remain in full force and effect.
UCI MEDICAL AFFILIATES OF SC, INC. DOCTOR'S CARE, P.A.
/s/ X.X. XxXxxxxxx, III, M.D. /s/ X.X. XxXxxxxxx, III, M.D.
M.F. XxXxxxxxx, III, M.D. M.F. XxXxxxxxx, III, M.D.
President President
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FACILITIES AGREEMENT
Amendment No. 3
The undersigned, being all the directors of UCI Medical Affiliates,
Inc., a corporation incorporated under the laws of the State of Delaware (the
"Corporation"), do hereby consent to, ratify and adopt and certify for the
minute records of the Corporation the foregoing resolutions as actions of the
directors of this Corporation without meeting pursuant to the applicable
provisions of the General Corporation Law of the State of Delaware.
Expansion of Term of Facilities Agreement
WHEREAS, Doctor's Care, P.A., a South Carolina corporation ("Doctor's
Care"), and UCI Medical Affiliates of South Carolina, Inc., a South Carolina
corporation and wholly-owned subsidiary of the Corporation ("UCI-SC"), entered
into that certain Facilities Agreement dated may 8, 1984, as amended (the
"Agreement");
WHEREAS, in accordance with Section 33-8-310 of the South Carolina
Business Corporation Act of 1989, X.X. XxXxxxxxx, III, M.D. ("XxXxxxxxx") has
disclosed that he is the sole shareholder of Doctor's Care and the sole director
of UCI-SC;
WHEREAS, in connection with the execution of that certain employment
agreement between UCI-SC and XxXxxxxxx on or about October 1, 1995 and the
termination of that certain Facilities Fee Refund Agreement by and among the
Corporation, UCI-SC and Doctor's Care dated may 8, 1984, UCI-SC and the
Corporation agreed to extend the term of the Agreement until September 30, 2010;
and
WHEREAS, UCI-SC and the Corporation desire to ratify and document for
the records of each corporation the extension of the term of the Agreement until
September 30, 2010.
RESOLVED, that effective October 1, 1995, the Corporation hereby
approves, ratifies and adopts that the term of the Agreement be extended to
terminate on September 30, 2010.
Miscellaneous
RESOLVED, that the officers of the Corporation, or any one of them, are
authorized and empowered to execute and deliver on behalf of the Corporation any
and all instruments, documents, notices, certificates or other writing and to
incur and pay such costs deemed by them to be required, necessary or convenient
in order to effectuate the transactions described in the foregoing resolutions,
and that such execution shall be solely effective to bind the Corporation under
the terms hereof.
FURTHER RESOLVED, that all such actions described in the preceding
resolutions taken by such officers and directors of the Corporation and any
person authorized to act by such officers and directors of the Corporation which
acts would have been authorized by the foregoing resolutions except that such
acts were taken prior to the adoption of such resolutions are hereby severally
ratified, confirmed, approved and adopted as acts on behalf of the Corporation.
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I, Xxxxxxx X. Xxxxxxx, as Secretary of UCI Medical Affiliates, Inc., do
hereby certify that the above resolution was duly approved and adopted at a
meeting of the Board of Directors of UCI Medical Affiliates, Inc. on September
17, 1996.
/s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
Secretary
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