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Exhibit 10.104
AGREEMENT TO TERMINATE AGREEMENTS
This Agreement to Terminate Agreements ("Agreement") is entered into
this 10th day of March, 1998 by and between GALAXY HEALTH CARE, INC., a Florida
corporation and its wholly-owned subsidiaries TREATMENT RESOURCES, INC.,
TREATMENT RESOURCES II, INC., TREATMENT RESOURCES OF CALIFORNIA, INC. AND
TREATMENT RESOURCES OF OREGON, INC. (collectively, "Galaxy") and OPTIMUMCARE
CORPORATION, a Delaware corporation ("OptimumCare").
R E C I T A L S
A. The parties have previously entered into a Community Mental Health
Center Management Agreement dated August 27, 1997 ("Long Beach Agreement")
pursuant to which OptimumCare provided management services for the treatment of
patients with psychiatric disorders at a partial hospitalization program
located at 000 Xxxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxxxxxxx 00000 (the "Long Beach
Facility"). Treatment Resources of California, Inc. is the holder of the
provider number for the Long Beach Facility and is the responsible party for
treatment of patients at the Long Beach Facility. OptimumCare has the
obligation to provide management services for the Long Beach Facility as set
forth in the Long Beach Agreement.
B. The parties have previously entered into a Community Mental Health
Center Agreement dated February 1, 1997 ("Las Vegas Agreement") pursuant to
which OptimumCare agreed to provide management services for the treatment of
patients with psychiatric disorders at a partial hospitalization program
located in Las Vegas, Nevada.
C. The parties have previously entered into a Community Mental Health
Center Agreement dated August 1, 1997 ("Portland Agreement") pursuant to which
OptimumCare agreed to provide management services for the treatment of patients
with psychiatric disorders at a partial hospitalization program located in
Portland, Oregon.
D. The parties have agreed to terminate the Long Beach Agreement, Las
Vegas Agreement and Portland Agreement.
NOW, THEREFORE, it is mutually agreed as follows:
A G R E E M E N T
1. Termination of Long Beach Agreement. The Long Beach Agreement will
be terminated effective April 15, 1998 or such earlier date as OptimumCare is
able to arrange for licensing of the Long Beach Facility.
2. Galaxy's Billing Obligations for the Long Beach Facility Services.
Notwithstanding termination of the Long Beach Agreement, Galaxy agrees on or
before March 31, 1998 to complete the billing to Blue Cross (Medicare) and
Medi-Cal for services rendered through February 28, 1998 at the Long Beach
Facility and to complete the billing for services rendered from March 31, 1998
through termination of the program at the Long
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Beach Facility within thirty (30) days following termination of the program. In
the event Galaxy completes the billing to Blue Cross (Medicare) and Medi-Cal for
services rendered at the Long Beach Facility through February 28, 1998 on or
before March 31, 1998, Galaxy shall be entitled to receive a billing fee equal
to eight percent (8%) of the net reimbursement for such services which billing
fee shall be included on the cost reports filed by Galaxy for the program. In
the event OptimumCare receives the billing fee as part of its net reimbursement,
OptimumCare shall apply an amount equal to the billing fee to Galaxy's
obligations to OptimumCare and shall advise Galaxy how the billing fee has been
applied. In the event Galaxy does not complete such billing on or before March
31, 1998, Galaxy hereby confirms the appointment of OptimumCare as its
attorney-in-fact under the Security Agreement dated July, 1997 to take all steps
necessary to maintain the receivables pledged to OptimumCare thereunder
including without limitation to xxxx for the services rendered to patients at
the Long Beach Facility.
3. Galaxy's Obligations under the Long Beach Agreement. In connection
with the Long Beach Agreement, Galaxy will be obligated to pay OptimumCare the
following sums:
August 1997 $ 11,145.10
September 1997 $104,895.03
October 1997 $106,422.08
November 1997 $ 97,956.55
December 1997 $106,292.50
January 1998 $106,000.00 (estimated)
February 1998 $106,000.00 (estimated)
The Long Beach Agreement provides that Galaxy will pay OptimumCare for all funds
(including fees) advanced by OptimumCare including, without limitation staffing
costs and fees and facility location costs, prior to Galaxy receiving its
initial reimbursements check from Medicare on the following basis: (a) one-half
(1/2) of all funds advanced to be fully paid within fifteen (15) days after
Galaxy is in receipt of the first reimbursement check and (b) the balance
payable over the succeeding twelve (12) months in consecutive installments
including an additional ten percent (10%) profit on the unpaid balance. In light
of the delay in receipt of the first reimbursement check and the termination of
the Long Beach Agreement, Galaxy agrees that all reimbursement checks received
by it will be payable to OptimumCare immediately following their receipt up to
the total of the amounts owing by Galaxy to OptimumCare. The failure of Galaxy
to receive reimbursement checks for the services rendered at the Long Beach
Facility as a result of the offset of such amounts for obligations of Galaxy
resulting from the pending audit of Galaxy which are unrelated to performance of
services at the Long Beach Facility shall not relieve Galaxy from its obligation
to pay OptimumCare for funds (including fees) advanced by OptimumCare including,
without limitation staffing costs and fees and facility location costs.
4. Amendment to Security Agreement. Galaxy agrees to enter into an
amendment to the Security Agreement dated July, 1997 to provide that the
receivables for services rendered at the Long Beach Facility are pledged to
secure all obligations of Galaxy to OptimumCare
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5. Cooperation Of Galaxy And Optimumcare. Galaxy and OptimumCare agree
to cooperate fully with each other in the orderly transfer and changeover of
the Long Beach Facility program to the party designated by OptimumCare and the
discharge of patients from the existing program and readmission of patients to
the new program. Galaxy and OptimumCare agree to cooperate fully with each
other in the transfer of patient records and charts and in promptly the
preparation and filing an interim and/or final cost report as required in
connection with the change in ownership and operation of the Long Beach
Facility program.
6. No Release Of Claims. The termination of the Long Beach Agreement,
shall not constitute a release of any obligations of Galaxy or OptimumCare to
the other pursuant to the Long Beach Agreement.
7. Termination Of Las Vegas Agreement. The Las Vegas Agreement will be
terminated effective immediately and Galaxy and OptimumCare hereby release each
other for any financial obligations which the other may have to it pursuant to
the Las Vegas Agreement. Galaxy agrees to transfer the provider number for the
Las Vegas facility without charge to OptimumCare or to any party designated by
OptimumCare. Immediately following execution of this Agreement, OptimumCare
shall pay Galaxy a termination fee of $5,000 for the termination of the Las
Vegas Agreement.
8. Termination Of Portland Agreement. The Portland Agreement will be
terminated effective immediately and Galaxy and OptimumCare hereby release
each other for any financial obligations which the other may have to it
pursuant to the Portland Agreement.
9. Reimbursement Of Galaxy Travel Expenses. Immediately following
execution of this Agreement, OptimumCare shall pay Galaxy $13,309.49
representing the balance of Galaxy's travel expenses of $18,492.96, $5,183.47
of which has previously been paid.
10. No Termination Of Other Agreements Or Obligations. Except as provided
herein, this Agreement shall not constitute a termination of any other
agreement between Galaxy and OptimumCare or the release of any obligations of
Galaxy or OptimumCare to the other.
IN WITNESS WHEREOF, this Agreement has been executed as of the date first
above written.
GALAXY HEALTH CARE, INC.,
a Florida corporation
By:__________________________________________
Xxxx X. Xxxxxxx, Chief Executive Officer
[Signatures continue.]
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TREATMENT RESOURCES, INC.
By:_____________________________________________
Xxxx X. Xxxxxxx, Chief Executive Officer
TREATMENT RESOURCES II, INC.
By:_____________________________________________
Xxxx X. Xxxxxxx, Chief Executive Officer
TREATMENT RESOURCES OF CALIFORNIA, INC.
By:_____________________________________________
Xxxx X. Xxxxxxx, Chief Executive Officer
TREATMENT RESOURCES OF OREGON, INC.
By:_____________________________________________
Xxxx X. Xxxxxxx, Chief Executive Officer
OPTIMUMCARE CORPORATION,
a Delaware corporation
By:_____________________________________________
Xxxxxx X. Xxxxxxx, President
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