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EXHIBIT 10.92
MARGATE, FLORIDA COMMUNITY MENTAL HEALTH CENTER FACILITY SITE
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STAFFING AGREEMENT
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THIS AGREEMENT is made this first day of February, 1997 ("Effective Date"), by
and between OPTIMUMCARE CORPORATION, whose address is 000 Xxxxxx Xxxxxxxxx,
Xxxxx Xxx Xxx, Xxxxxxxxxx 00000 and Treatment Resources, Inc. ("TR"), a wholly
owned subsidiary of Galaxy Health Care Inc. whose address is 000 X.X. 000
Xxxxxx, Xxxxx, Xxxxxxx 00000.
WITNESSETH
WHEREAS, OPTIMUMCARE CORPORATION is engaged in the business of providing
professional nursing, therapy and mental health staff to Partial Hospital
Programs at Community Mental Health Centers.
WHEREAS, TR is a Community Mental Health Center providing partial
hospitalization services ("Program"), which needs professional nursing, therapy
and mental health staffing services, and wishes to contract with OPTIMUMCARE
CORPORATION to provide such staffing services under the terms and conditions of
this Agreement;
NOW, THEREFORE, in consideration of the premises set forth above and the mutual
benefits, covenants, and agreements set forth below, the parties agree to the
terms and conditions set forth below.
1. SCOPE OF AGREEMENT
1.1 Staff OPTIMUMCARE CORPORATION shall provide professional nursing,
therapy and rehabilitation staff ("Staff") to TR at its Margate, Florida
facility located at 0000 Xxxxxxx Xxxxx Xxxxxxx, Xxxxxxx, Xxxxxxx 00000,
including but not limited to nurses, occupational therapists, clinical social
workers, mental health counselors, certified nurses aides and mental health
technicians. Services provided by such Staff shall include, but shall not
necessarily be limited to, initial and ongoing assessments and care planning,
direct patient care, teaching, supervision and consultations.
1.2 Terms and Conditions In performing its obligations under this
Agreement TR and OPTIMUMCARE CORPORATION agree as follows:
a) Plan of Care All services are to be furnished by OPTIMUMCARE
CORPORATION and Staff in accordance with the plan of care established by the
physician responsible for the patient's care and may not be altered in type,
scope, frequency, or duration by OPTIMUMCARE CORPORATION or Staff (except in
the case of an adverse reaction to a specific treatment), without the
permission of such treating physician and TR. The physician responsible for the
patient shall supervise all services by the Staff.
b) Geographical Area OPTIMUMCARE CORPORATION and TR agree that all
services provided by OPTIMUMCARE CORPORATION shall be provided in the State of
Florida.
c) Requirements OPTIMUMCARE CORPORATION agrees that all Staff and
services provided by it pursuant to the Agreement shall meet the same
requirements and possess the same
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credentials as those requirements and credentials which would be applicable if
the staff and services were being furnished directly by TR.
d) Conferences and Records OPTIMUMCARE CORPORATION agrees that, as
needed, the Staff shall participate in any conferences required to coordinate
the care of an individual patient, and shall provide for the preparation of
treatment records, with progress notes and observations, and for the prompt
incorporation of such into the clinical records of TR.
e) Billing OPTIMUMCARE CORPORATION agrees that it may not xxxx the
patient or any health insurance program for covered services performed by the
Staff pursuant to this Agreement, and that all services shall be billed through
TR exclusively. Receipt of payment by TR for all services on behalf of a
patient discharges the patient from any liability to pay for such services.
1.3 Standard of Performance In performing its obligations under this
Agreement, OPTIMUMCARE CORPORATION shall:
a) Act in good faith and with due diligence;
b) Perform professional and supervisory services in accordance with
recognized standards of the medical and mental health professions;
c) Act in a manner consistent with the Principles of Medical Ethics of
the American Medical Association;
d) Comply with all material and applicable federal, state and local
laws and regulations;
e) Provide the skill and intensity of services as provided for under
the Program's Policy Guidelines.
OPTIMUMCARE CORPORATION and TR agree that their mutual goal is to provide
quality health care to patients in an efficient and economical manner and that
TR has entered into this Agreement with OPTIMUMCARE CORPORATION for the purpose
of obtaining staff and services designed to assist its Programs in providing
such health care.
1.4 All Staff services will be provided pursuant to a written request
from TR, and the placement of Staff shall be confirmed in writing by TR. Staff
provided to TR by OPTIMUMCARE CORPORATION shall be employees of OPTIMUMCARE
CORPORATION and Staff, in performance of the services hereunder, are bona fide
independent contractors of TR. Accordingly, OPTIMUMCARE CORPORATION and Staff
are responsible to deduct from compensation paid by TR to OPTIMUMCARE
CORPORATION any sums for income tax, unemployment insurance, social security,
or any other withholding as is required by law or other requirement of any
governmental body. OPTIMUMCARE CORPORATION and Staff shall have no claim under
this Agreement or otherwise against TR for vacation pay, sick leave, retirement
benefits, social security benefits, workers compensation, disability or
unemployment insurance benefits of any kind.
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1.5 TR has the right, at its sole option, to request that OPTIMUMCARE
CORPORATION immediately replace any of the Staff provided pursuant to this
Agreement.
2. Compensation All Staff necessary to meet projected Program staffing levels
will be provided by OPTIMUMCARE CORPORATION a grouped rate of 25% over the
direct actual cost for such Staff services on a bi-weekly basis. Such rate is
based upon the average fair market value for the projected level of Staff
necessary to provide at least four (4) hours of direct patient services per
day, pursuant to the Program's Policy Guidelines. OPTIMUMCARE CORPORATION shall
xxxx TR on a bi-weekly basis for all Staff and services provided pursuant to
this Agreement. All invoices submitted by OPTIMUMCARE CORPORATION shall contain
acceptable documentation of all charges, and TR shall make no payment for
charges not reasonably documented by OPTIMUMCARE CORPORATION.
a) Repayment Schedule of Staffing Costs and Fees Treatment Resources
will pay to OptimumCare on or before June 1, 1997 1/2 of the total amount of
direct costs and fees owing to OptimumCare by that date. The balance shall be
paid by Treatment Resources to OptimumCare in twelve (12) equal consecutive
monthly installments commencing July 1, 1997. An additional 10% profit will be
computed and added to the amount owing to OptimumCare by Treatment Resources.
3. Term and Termination
3.1 Term This Agreement shall be for a term of ninety days from the
Effective Date of this Agreement, unless terminated earlier or extended by the
parties by the parties hereto pursuant to subsection 3.2 or 3.3 or below.
3.2 Termination for Cause This Agreement may be terminated by either
party for the following:
a) Upon the other party's materials default or breach of any of its
obligations hereunder, if such default or breach remains uncorrected for a
period of thirty (30) days after the receipt by the defaulting or breaching
party from the other party of written notice of such default or breach.
b) Immediately upon notice that either party has entered bankruptcy or
made an assignment for the benefit of creditors, or is otherwise unable to meet
its financial obligations or objectives under this Agreement, unless otherwise
agreed to in writing by both parties or unless said bankruptcy, assignment or
inability does not materially alter the affected party's ability to perform
under this Agreement.
c) Immediately upon the reasonable determination that the health and
safety of patients is being endangered by the other party hereto.
d) Immediately upon OPTIMUMCARE CORPORATION's failure to provide the
level of care and documentation as provided for in the Program's Policy
Guidelines.
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3.3 Effect of Termination In the event of any expiration or
termination of this Agreement, such expiration or termination shall not effect
any of the obligations of either party arising prior to the date of such
expiration or termination, nor shall such expiration or termination effect any
allegations, promises or covenants contained herein which are expressly made to
extend beyond the term of this Agreement.
4. Licenses, Permits and Certifications OPTIMUMCARE CORPORATION represents to
TR that it and all of its Staff, employees, agents and representatives possess
and will maintain in valid and current status during the term of this
Agreement, all required licenses, permits and certifications. OPTIMUMCARE
CORPORATION shall provide copies of all Staff licenses, permits and
certifications to TR prior to assigning such Staff to the Program.
5. Indemnification
5.1 By Staffing OPTIMUMCARE CORPORATION indemnities and holds
harmless TR, its directors, officers, employees and agents from any and all
claims, losses, liabilities, obligations, demands, actions, judgments, suits
and related costs and expenses of any nature whatsoever, including reasonable
attorney's fees, arising in any way out of the willful misconduct or negligence
of OPTIMUMCARE CORPORATION, its Staff employees, agents and representatives in
providing services pursuant to this Agreement.
5.2 By TR TR hereby indemnifies and holds harmless OPTIMUMCARE
CORPORATION, its directors, officers, employees and agents from any and all
claims, losses, liabilities, obligations, demands, actions, judgments, suits
and related costs and expenses of any nature whatsoever, including reasonable
attorney's fees, arising in any way out of the willful misconduct or negligence
of TR, its employees, agents and representatives pursuant to this Agreement.
6. Insurance Each party hereto shall maintain during the term of this
Agreement, at its sole cost and expense, the following insurance.
6.1 Liability and Worker's Compensation Insurance Each party hereto
shall, at its sole cost and expense, maintain comprehensive general and
professional liability insurance with one or more commercial insurers
satisfactory to the other party hereto, in the amount of at least Five Hundred
Thousand Dollars ($500,000.00) per occurrence and One Million Dollars
($1,000,000.00) in the aggregate; and maintain workers' compensation insurance
as may be required by law.
6.2 Proof of Insurance Upon request, each party shall deliver to the
other copies of certificates of insurance reflecting each type of insurance
under this Section. Each party agrees to notify the other party within ten (10)
calendar days of any material change or cancellation in any policy of insurance
required to be secured or maintained by such party hereunder.
7. Confidentiality
7.1 Patient Records
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a) OPTIMUMCARE CORPORATION shall comply with its policies and all
state and federal laws and regulations regarding the confidentiality,
disclosure and retention of patient records.
b) All medical records of its patients are and shall remain the
property of TR and shall not be copied or removed from its storage areas
without the express written consent of TR, unless otherwise directed by court
order.
7.2 Confidentiality Information Each party hereto agrees and
acknowledges that each party possesses books, manuals, documents, materials, or
other business or technical information in any from whatsoever, which relate to
their own proprietary business, and which were distributed or otherwise
disclosed to the other party or its employees, agents or representatives or
developed pursuant to the operation of their business to which the such party
or its employees, agents or representatives had access as a result of the
operation of such party's business and which are not in the public domain shall
Constitute confidential information under this Agreement ("Confidential
Information"). Such Confidential Information shall include technical and
business information, including but not limited to information related to
invention, brochures, forms, customer lists, research and development,
engineering, products, designs, manufacture, methods, systems, improvements,
trade secrets, formulas, process, protocols, records and financial information,
or strategy concerning its business plan or policies. Each party, and its
employees, agents and representatives shall not use any of the other party's
Confidential Information for any purpose other than under Agreement, and shall
not disclose, publicize or disseminate any such Confidential Information to any
third party without the express written consent of the party, except as may be
required under state or federal law. In the event applicable law requires a
party to disclose such Confidential Information of the other party, such party
shall immediately notify the party whose Confidential Information is in
question of the request for disclosure, and to the extent permissible by law,
such other party shall respond to said request.
Upon termination of this Agreement, each party shall use its best
efforts to retrieve from employees, agents and representatives and return to
the other party any and all materials containing Confidential Information of
the other party.
7.3 Use of Name Company shall use in any manner the name, logo,
trade-name or trademark of the other party hereto, other than pursuant to the
terms and conditions of this Agreement, without the express prior written
consent of the other party.
8. Medicare Reporting Requirements
8.1 Reporting Requirements The parties agree that this Agreement may
be subject to the Medicare/Medicaid statutes and regulations and upon request
made in accordance with applicable law and regulations, and upon request made
in accordance with applicable law and regulations, the Comptroller General or
Inspector General of the United States Department of Health and Human Services
and the duty authorized representative, of the foregoing shall be given access
to the following records from the date of this Agreement until the expiration
of four (4) years after the furnishing of the services under this Agreement:
a) This Agreement;
b) All books, records and other documents of TR or OPTIMUMCARE
CORPORATION any subcontractor of TR or OPTIMUMCARE CORPORATION that receives
more than Ten Thousand Dollars ($10,000.00) in a twelve (12) month period that
are necessary to verify the nature and extent of the
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costs of services rendered hereunder.
8.2 Subcontracts All subcontracts of OPTIMUMCARE CORPORATION pursuant
to this Agreement shall contain a clause imposing the same obligation on the
subcontractor regarding such subcontractor's contracts, books, records and
other documents.
9. Notices Any notice, demand, designation, or other communication given or
required to be given under this Agreement shall be in writing and shall be
deemed to have been given upon actual receipt, or personal delivery, or three
(3) days after deposit of such writing in the U.S. Mail registered or
certified, return receipt requested, postage and registration or certified fees
prepaid, to the following addresses or such other addresses as the parties
shall designate from time to time:
If to TR at GALAXY HEALTH CARE: if to OPTIMUMCARE CORPORATION:
000 X.X. 000xx Xxxxxx 000 Xxxxxx Xxxxxxxxx
Xxxxx, Xxxxxxx 00000 Xxxxx Xxx Xxx, Xxxxxxxxxx 00000
Tel. (000) 000-0000 Tel: (000) 000-0000
Fax: (000) 000-0000 Fax: (000) 000-0000
10. Arbitration of Disputes Any controversies or disagreements arising out
of, or relating to this Agreement or the breach thereof, shall be settled by
arbitration in Dade County, Florida, in accordance with the rules then existing
of the American Arbitration Association, and judgment upon the award rendered
may be entered in any court having jurisdiction thereof. Such arbitration shall
be binding and the expenses and costs thereof shall become by each party as
incurred. Any disputes between the parties and resulting arbitration and/or
mediation shall be kept confidential by the parties.
11. Compliance with Laws If any changes in state but not limited to laws
relating to reimbursement, in the opinion or counsel for TR or OPTIMUMCARE
CORPORATION, (a) does or could have a material adverse effect upon third-party
reimbursement to TR (b) causes or has significant probability or causing either
party to be in violation of state or federal laws or regulations, either party
may request renegotiation of the applicable terms of this Agreement by written
notice to the other party. In the event the parties do not execute an amended
agreement within thirty (30) days of such notice, either party may terminate
the agreement upon ten (10) days prior written notice to the other party. TR
and OPTIMUMCARE CORPORATION will comply with those provisions of law or
regulations that affect reimbursement to the TR.
12. Miscellaneous Provisions
12.1 Assignment Neither party may assign its rights or obligations
under this Agreement without the consent of the other, except that either party
may assign all or part of its rights or obligations under this Agreement to an
entity in which the principals of such party have a substantial ownership
interest, or to public corporation formed by the merger or consolidation of
such party and other corporations or entities in which the principals of such
party have a substantial ownership interest.
12.2 Modification There are no other agreements, promises, or
undertaking between the parties except as specifically set forth herein. No
alterations, changes, modifications or amendments shall be made to this
Agreement except in writing and signed or initiated by the parties hereto.
12.3 Severability If any provision or paragraph of this Agreement is
deemed to be unlawful or unenforceable by any court, administrative agency or
statute, law or ordinance, the said provision or
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paragraph shall be served from the Agreement without affecting the
enforceability of the remainder of the Agreement. The parties shall make a good
faith effort to redraft the severed provision or paragraph consistent with the
parties' original intention but in such a way as to be lawful and enforceable.
12.4 Binding Effect This Agreement shall be binding upon and insure
to the benefit of the respective successors and assigns of the parties hereto.
12.5 Survivability The covenants, representations and warranties of
the respective parties hereto shall survive the termination of this Agreement.
12.6 California Contract This Agreement shall be deemed a California
Contract and shall be construed in accordance with the laws of such state,
regardless of whether or not this Agreement is being executed by any of the
parties hereto in other states or otherwise.
12.7 Counterparts This Agreement may be executed in several
counterparts, each of which shall be deemed an original.
12.8 Compliance Dates In the event that any date specified in this
Agreement shall be on a Saturday, Sunday or nationally declared holiday, then
the date so specified shall be deemed to be the next business day following
such date, and compliance by such business day hereunder shall be deemed a
default by any of the parties under this Agreement.
12.9 Headings The headings of each section or subsection in this
Agreement are for convenience of reference only, and shall in no manner or way
whatsoever affect the interpretation or meaning of such section or subsection.
12.10 Negotiation of Partnership, Joint Venture and Equity Interest
Nothing contained in this Agreement shall constitute or be construed to be or
to create a partnership or joint venture between TR and OPTIMUMCARE CORPORATION
with respect to TR or its program or any equity interest in TR on the part of
OPTIMUMCARE CORPORATION. The relationship of TR and OPTIMUMCARE CORPORATION
under this Agreement is that of independent contractors.
12.11 Entire Agreement This constitutes the entire agreement between
the parties relating to the subject thereof, and prior agreements pertaining
thereto, whether oral or written, have been merged and integrated into this
Agreement.
12.12 Execution and Delivery, etc. Each party hereto represents and
warrants to the other that neither the execution and delivery, nor the
performance of the terms of this Agreement, violate or will violate the terms
of its article of incorporation, bylaws, any agreement, or any other instrument
by which such party is bound upon execution of this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement this first
day of February, 1997.
GALAXY HEALTH CARE INC. D/B/A
TREATMENT RESOURCES, INC.
/s/ XXXX X. XXXXXXX
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Xxxx X. Xxxxxxx
Chief Executive Officer
OPTIMUMCARE CORPORATION
/s/ XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx
President & CEO
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