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EXHIBIT 3.85
MT. DIABLO EMERGENCY PHYSICIANS
A California General Partnership
The undersigned, Xxxxxxxx Xxxxxxx, Inc., a California corporation ("HFI"),
and Xxxx X. Xxxxxxx, Inc., a California corporation ("KMI"), hereby confirm the
following:
1. Xxxxxxxx Xxxxxxx, M.D., an individual ("Xxxxxxx"), and Xxxx X. Xxxxxxx,
M.D., an individual ("Xxxxxxx"), entered into a Partnership Agreement dated as
of September 1, 1984, among Xxxxxxx, Xxxxxxx and Xxxxxx Xxxxxxx, M.D.
("Shikora") for the purposes of staffing the emergency department of the Mt.
Diablo Hospital District in Concord, California (the "Partnership"). The
Partnership is known as "Mt. Diablo Emergency Physicians."
2. Xxxxxxx and Xxxxxxx purchased all of the right, title and interest of
Xxxxxxx in the Partnership and upon such purchase, were the only partners in the
Partnership.
3. Pursuant to the Assignment dated as of June 1, 1997, Xxxxxxx assigned
all of his interests in the Partnership to KMI with the intent that KMI be a
substituted general partner for Xxxxxxx, and pursuant to the Assignment dated as
of June 1, 1997, Xxxxxxx assigned all of his interest in the Partnership to HFI
with the intent that HFI be a substituted general partner for Xxxxxxx.
4. HFI and KMI (each a "Partner" and collectively, the "Partners") hereby
acknowledge their respective substitutions as partners of the Partnership and
agree that the Partnership was not dissolved by such substitutions and that the
Partnership shall continue until dissolved by two-thirds vote of the partners,
unless earlier terminated in accordance with the Act and this agreement.
5. The Partners' respective percentage interests in the profits, losses,
other taxable items and cash distributions of the Partnership are: fifty percent
(50%) for HFI and fifty percent (50%) for KMI.
6. The Partnership's purpose is to manage and staff the emergency
department of the Mt. Diablo Hospital District in Concord, California.
7. The Partnership's principal place of business shall be at the following
address: 00 Xxxxx Xxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxxx.
8. Each Partner shall be separately authorized to take any and all actions
on behalf of the Partnership, provided that any Partnership action which
obligates the Partnership to pay or incur an obligation of $100,000 or more
shall be approved by both Partners.
9. The Partnership shall not be dissolved by the withdrawal, admission or
substitution of a Partner.
10. This agreement shall be dated as of June 1, 1997 and amends and
restates the prior Partnership Agreement dated as of September 1, 1984.
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XXXXXXXX XXXXXXX, INC. XXXX X. XXXXXXX, INC.,
a California corporation a California corporation
By: /s/ Xxxxxxxx Xxxxxxx By: /s/ Xxxx X. Xxxxxxx
_________________________ ______________________________
Xxxxxxxx Xxxxxxx, Xxxx X. Xxxxxxx,
President President
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