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EXHIBIT 10.7
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is effective as
of the 19th day of September between the UNIVERSITY OF FLORIDA ("University"),
for and on behalf of the Board of Regents of the State of Florida, for the
benefit of THE COLLEGE OF PHARMACY ("COP") and INTELICUS, L.C. ("Intelicus"), a
partnership of University of Florida Health Services, Inc. ("UFHSI") and
Rehabilitation Training Institute, Inc., ("RTI"), to provide administrative
services to COP in connection with the non-traditional degree program of the
College of Pharmacy entitled THE WORKING PROFESSIONAL PHARM. D. PROGRAM
("Program").
1. EXECUTIVE SUMMARY
WHEREAS, Intelicus was created by UFHSI and RTI for the purpose of
administering and marketing educational programs; and
WHEREAS, the regulations of Intelicus provide that the company may
enter into agreements for professional services with units of the University;
and
WHEREAS, COP and Intelicus have developed the Program and seek to
expand this state-of-the-art distance education degree program in the Lifelong
Learning Model; and
WHEREAS, University would like to contract with Intelicus to provide
administrative and marketing services to University for the Program in
CLEVELAND; and
WHEREAS, University would benefit from utilizing the expertise of
Intelicus in administering educational programs in connection with the Program
in CLEVELAND;
NOW THEREFORE, based on the foregoing, the parties agree as follows:
2. SPIRIT OF AGREEMENT
COP and Intelicus recognize that the optimum performance of this
Agreement requires a cooperative working environment established upon good
communications and good faith working relationship between both COP and
Intelicus. It is with this spirit that the COP and Intelicus enter this
Agreement.
3. DUTIES OF INTELICUS
Intelicus shall provide the following services for University for its
Program in CLEVELAND pursuant to this Agreement:
3.1. ADMINISTRATION OF PROGRAMS - Intelicus will manage the daily
administration of certain aspects of the Program including the
following:
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3.1.1 STUDENT REGISTRATION PREPROCESSING (NEW
STUDENTS)-Activities related to initial contact,
description of program, telephone marketing, mailing
of brochures, and notification of schedule.
Assistance will be given for verification of receipt
of information necessary for registration to be
completed by the COP, receipt of documentation for
forwarding to University for verification of
immunization, verification that the student has
completed the residency affidavit and provided
information needed for a residency determination to
be made by the University's office of admissions,
follow-up of incompleteness, and processing. Dates
regarding deadlines for registration will also be
established.
3.1.2 STUDENT REGISTRATION PREPROCESSING (RETURNING
STUDENTS)-Activities related to notification of
deadlines (established by the University), e-mail
updating, mailing of registration packets,
verifications of receipt of information, telephone
support in reapplication, processing of information,
and receipt of documentation for forwarding to
University for verification of appropriate
immunizations of current students.
3.1.3 STUDENT SUPPORT-Activities relating to receipt and
response to student requests for information,
additional video, additional schedules, and handouts
throughout semester.
3.1.4 ASSISTANCE IN CURRICULUM DEVELOPMENT - Activities
related to scheduling, promoting, and coordinating
deadlines to achieve required COP outcomes.
3.1.5 ADMINISTRATION OF MULTIMEDIA-Activities related to
receipt of master copy, duplication, dissemination to
students, quality control of materials, and surveying
results.
3.1.6 ADMINISTRATION OF HARDCOPY-Activities related to
receipt, duplications, dissemination of handouts,
schedules, and hardcopy as stipulated by COP.
3.1.7 DAILY MANAGEMENT OF THE INTELICUS STUDENT
DATABASE-Activities related to entry, coordination,
tracing, and control of the Intelicus student
database.
3.1.8 DAILY FINANCIAL MANAGEMENT-Activities related to
recording, tracking and paying vendors and suppliers.
3.1.9 DAILY PERSONNEL MANAGEMENT-Activities related to
hiring, firing and performance review of staff of
Intelicus.
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3.1.10 QUALITY CONTROL-Activities related to specification,
review, and acceptance of all products received by
suppliers, vendors, consultants, and extra-company
personnel.
3.1.11 FACILITIES MANAGEMENT-Activities related to funding
and managing Intelicus-based computers, software,
office space, telephone, e-mail, etc. for support of
the Program.
3.2 MARKETING OF THE PROGRAM
3.2.1 CONDUCTING MARKET STUDIES-Activities related to
determination of the marketplace acceptance, size and
probability, with specific sites of market studies
chosen in consultation with the COP.
3.2.2 DEVELOPING OF MARKET STRATEGIES-Activities related to
execution and confirmation of market research via
direct mail, telephone survey, in conjunction with
review by the COP, and specific benchmarks
established annually.
3.2.3 EXECUTION OF MARKET STRATEGY-Purchase and
dissemination of print and electronic materials.
3.2.4 DEVELOPMENT OF PROMOTIONAL LITERATURE-Design,
development, printing, and purchase of promotional
literature, with the approval of content by the COP.
3.2.5 DEVELOPMENT OF COLLATERAL MATERIALS-Design,
development, printing, formatting of materials in
both hardcopy and electronic formats, with approval
by the COP before final printing or release in
electronic format.
3.2.6 DEVELOPMENT OF MAILING LISTS-Purchase, development
and testing of both national and international lists,
both electronic and hardcopy.
3.2.7 MANAGEMENT OF MAILING LISTS-Database management of
electronic and hardcopy mailing lists for secondary
mailings with approval of the COP.
3.2.8 MANAGEMENT OF TELEPHONE DATABASE-Activities related
to creation of script and management of telephonic
contact with potential students.
3.3 CONFIDENTIALITY. Intelicus shall maintain the confidentiality
of all student records as required by state and federal law
including the Federal Education Rights Act and Privacy Act of
1974, as amended.
3.4 IMPLEMENT AND MAINTAIN FINANCIAL CONTROLS. Intelicus shall
manage and maintain internal financial controls according to
Generally Accepted
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Accounting Principles (GAAP) and report monthly by the 10th of
each month to the University in accordance with the
regulations of Intelicus.
3.5 SUBMIT TO YEARLY FINANCIAL AUDIT. In accordance with the
regulations of Intelicus, Intelicus will submit to University
a yearly external audit by an external auditor approved by
University and deliver the audit by June 30 of each year in
accordance with the regulations of Intelicus.
4. DUTIES OF UNIVERSITY
University, through COP and other units, shall perform the following
activities pursuant to this Agreement:
4.1 COORDINATION OF ACADEMIC MATERIALS AND PROGRAMMING. The COP
shall designate a Director for the Lifelong Learning Model
degree program. The COP may appoint Associate and Assistant
Directors upon growth of the Program. The Director, under the
direction of COP, is responsible for representing the parties
in all coursework and technical matters relating to the core
information given in the Program. The Director's work in
connection with the COP WPPD Task Force under this Agreement,
includes, but is not limited to:
4.1.1 Review of credential, appointment and coordination of
faculty and activities.
4.1.2 Providing information to the Department Chair in
connection with the performance reviews of faculty by
the Department Chair.
4.1.3 All issues, meetings, consultations and modifications
of core body knowledge provided in the programs
including product specifications and delivery
specifications of the Program.
4.1.4 Course management and direction of individual
regional Program sites.
4.1.5 Appointment of regional site coordinators.
4.1.6 Management and scheduling of site facilitators.
4.1.7 Management and maintenance of Internet content.
4.1.8 Creation of video content as well as editing and
enhancement.
4.1.9 Management of scheduling of clerkship offerings.
4.1.10 Management and scheduling of faculty.
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4.1.11 Handling all disclosure, receipts and return of
confidential information.
4.1.12 Coordinating, communicating and physically housing,
as required, accreditation materials, CEU
Certificates, certification materials and related
academic documentation.
4.2 CONTROL OF ACADEMIC CURRICULA AND CONTENT
Academic programming and content shall remain in the absolute
control of COP faculty. COP seeks to utilize current program
materials and will implement an appropriate Lifelong Learning
Model. The Lifelong Learning Model shall be updated, modified
and amended at the discretion of the COP faculty.
4.3 STUDENT ADMINISTRATION PROCESSES
4.3.1. University shall be responsible for all decisions
regarding the admission and registration of students
except as specifically delegated to Intelicus herein.
4.4 OTHER RESPONSIBILITIES OF UNIVERSITY
4.4.1 All other responsibilities and activities in connection
with the program not specifically delegated to Intelicus
herein.
5. COLLECTIONS OF STUDENT FEES
All student fees will be made payable to the University of Florida and
directly deposited into University of Florida approved Division of Continuing
Education accounts as directed by COP. In the event that Intelicus is in receipt
of student fees, all fees will be forwarded to the University's Division of
Continuing Education (DOCE) for deposit by DOCE.
5.1 APPOINTMENT OF PROCESSING COORDINATORS
5.1.1 For Intelicus: Intelicus designates Xxxxx Xxxxxxx as
Processing Coordinator
5.1.2 For DOCE: DOCE designates Xxxxxxx Xxxxxxx or his
designee as Processing Coordinator.
5.2 DUTIES OF PROCESSING COORDINATORS
The Processing Coordinator is responsible for representing his
or her party in all technical matters relating to implementing
the Program. The Coordinator's work under this Agreement,
includes but are not limited to:
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5.2.1 Daily Management of Student Fees: Daily coordination
and management of collection and deposit of student
fees in both electronic and check forms.
Consultations and modifications of schedules in the
recording of fees, scheduling collections and
deposits, and communicating as required.
5.3 DUTIES OF INTELICUS
Intelicus will facilitate the collection of student fees for
deposit by DOCE. In the event that Intelicus is in receipt of
student fees, all fees will be forwarded to DOCE on a weekly
basis for deposit.
5.4 DUTIES OF DOCE
5.4.1 Receipt and Deposit of Student Fees: DOCE will
receive and deposit student fees on a daily basis
into appropriate University of Florida accounts.
5.4.2 Distribution of Intelicus Fees: University shall
forward to the State Comptroller a Payment
Authorization for the sums due to Intelicus under
this agreement within 5 days following receipt of a
proper invoice from Intelicus. University shall
provide written notification to Intelicus of the date
the Payment Authorization was forwarded to the
Comptroller. Payment to Intelicus shall be subject to
the provisions of section 215.422(3)(b), Florida
Statutes.
6. FEES TO BE PAID TO INTELICUS
As payment for its services provided herein, University shall
pay Intelicus pursuant to the attached three year budget,
which reflects the parties' best estimate of revenue and
expenses of the Program. The budgets shall be adjusted to
reflect actual payment to Intelicus of 38% of the total
revenue of the program calculated based on the actual number
of students enrolled. In the event a student withdraws from
the program, Intelicus shall refund to University 38% of the
sums refunded to the student.
7. CREATION OF MANAGEMENT COUNCIL
7.1 CREATION OF MANAGEMENT COUNCIL
COP and Intelicus shall establish a Management Council as
follows:
The Management Council shall be comprised of the following
individuals:
Xxxxxxx X. Xxxxxx, Ph.D., Xxxx, COP
Xxx Xxxxxx, Chief Operating Officer, Intelicus
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A person chosen by the COP
A person chosen by Intelicus
A person chosen jointly by both COP and Intelicus
7.2 DUTIES OF MANAGEMENT COUNCIL
7.2.1 DESIGNATE WPPD PROGRAM COORDINATORS: The Management
Council shall appoint Xxx Xxxxxxxx as Program
Coordinator representing COP and Xxx Xxxxxx
representing Intelicus. The Program Coordinators
will, subject to the terms of this Agreement,
coordinate the overall program management of the
Program.
7.2.2 REVIEW ADMINISTRATION PLAN. The Management Council
shall review the administration plan and instructions
for its implementation.
8. TERM AND TERMINATION
8.1 INITIAL TERM AND RENEWAL. The initial term of this Agreement
shall begin upon its execution and continue for a period of
three (3) years unless terminated in accordance with the terms
of this Agreement. The Agreement may be renewed for another
three (3) year term upon mutual agreement of the parties.
8.2 TERMINATION WITH CAUSE. Each party may terminate this
Agreement upon a material breach by the other if the matter is
not corrected within thirty (30) days of written notice of
intent to terminate.
8.3 EFFECT OF TERMINATIONS. Upon termination of the Agreement, all
fees to be paid to either party shall remain due in accordance
with the terms of this Agreement.
9. HOLD HARMLESS AGREEMENT
The University assumes any and all risks of personal injury and
property damage attributable to the negligent acts or omissions of the
University of Florida and the officers, employees, servants, and agents thereof
while acting within the scope of their employment by the University. Intelicus
assumes any and all risks of personal injury and property damage with respect to
the negligent acts or omissions of Intelicus' officers, employees, servants, and
agents, or other persons acting or engaged to act by Intelicus in furtherance of
the obligations of Intelicus under this agreement. University, as a state
agency, warrants and represents that it is self-funded for liability insurance,
both public and property, with said protection being applicable to officers,
employees, servants, and agents while acting within the scope of their
employment by the University. The University and Intelicus further agree that
nothing contained herein shall be construed or interpreted as (1) denying to
either party any remedy or defense available to such party under the laws of the
State of
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Florida: (2) the consent of the State of Florida or its agents and agencies to
be sued; or (3) a waiver of sovereign immunity of the State Florida beyond the
waiver provided in Section 768.28, Florida Statutes.
10. INTELLECTUAL PROPERTY
All intellectual property, including but not limited to course
materials, outlines, software, textbooks, and videotapes, developed by
University of Florida faculty in connection with the activities described in
this agreement shall be the sole property of the University of Florida subject
to its rules and policies related thereto.
11. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between COP and
Intelicus as it relates to the subject matter and supercedes all previous
writings and understandings. No term or provision of the Agreement shall be
varied or modified except that the COP and Intelicus agree in writing. The
Agreements and obligations made in this Agreement shall be binding upon and
shall inure to the benefit of the successor and assigns of COP and Intelicus
hereto.
12. NOTICES
All notices, requests, consents and other communications required or
permitted under this Agreement shall be in writing and shall be (as elected by
the person giving such notice) hand delivered by messenger or courier service,
or mailed (airmail if international) by registered or certified mail (postage
prepaid), return receipt requested, addressed to:
If to Intelicus: Intelicus, L.C.
Attn: Xxx Xxxxxx
0000 Xxx Xxxxxx, Xxxxx 000
Xxxxx, XX 00000
If to COP: College of Pharmacy
Attn: Xxxx Xxxxxx, Xxxx
0000 X.X. Xxxxxx Xx.
P.O. Box 100014
Xxxxxxxxxxx, XX 00000
13. GOVERNING LAW
This Agreement and all transactions contemplated by this Agreement
shall be governed by, and construed and enforced in accordance with, the
internal laws of the State of Florida without regard to principles of conflicts
of laws.
14. JOINT VENTURE
Nothing contained in this Agreement shall be construed to create a
joint venture, partnership, or other like relationship between the parties.
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15. PUBLIC RECORDS
University may terminate this Agreement at any time for refusal by
Intelicus to allow public access, mandated by law, to all documents, papers,
letters, or other non-exempt materials subject to the provisions of Chapter 119,
Florida Statutes, made or received by Intelicus or university in conjunction
with this Agreement.
16. SIGNATURES
The Agreement is not binding on the parties until the authorized
representatives of Intelicus and the University have signed it.
17. SEVERABILITY
This Agreement is severable such that should any provision of this
Agreement be or become invalid or unenforceable, the remaining provisions shall
continue to be fully enforceable.
18. AVAILABILITY OF FUNDS
The performance of University of any of its obligations under this
contract shall be subject to and contingent upon the availability of funds
appropriated by the legislature for the purposes of this Agreement for the
current and any future fiscal period.
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IN WITNESS WHEREOF, the University and Intelicus execute this Agreement
effective as of the day first above written:
UNIVERSITY OF FLORIDA, FOR
AND ON BEHALF OF THE BOARD OF REGENTS
OF THE STATE OF FLORIDA
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Xx. Xxxx X. Xxxxxxxx Witness
President
ACKNOWLEDGED:
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Xxxxxxx X. Xxxxxx, Ph.D. Witness
Xxxx, College of Pharmacy
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Xxxxx Xxxxxx, Ph.D. Witness
Xxxx, Division of Continuing Education
INTELICUS, L.C.
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Xxxxxx X. Xxxxxx Witness
Chief Operating Officer
Approved as to form and legality Approved
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Office of General Counsel Office of Administrative Affairs
University of Florida University of Florida
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