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EXHIBIT 10.15
MANAGEMENT SERVICES AGREEMENT
THIS MANAGEMENT SERVICES AGREEMENT (the "Agreement") is made by and
between Modern Dental Professionals - Colorado, P.C., a professional
corporation organized and existing under the laws of the State of Colorado
("P.C."), and Three Peaks Dental Management, Inc., a corporation organized and
existing under the laws of the State of Colorado (the "Service Company").
RECITALS
A. P.C. is engaged in the practice of dentistry through dentists
licensed by the Colorado State Board of Dental Examiners and who are employed
by P.C. or who have entered into independent contractor agreements with P.C. to
provide services to patients of P.C. and conducts such practice at dental
centers located in the State of Colorado (the "Dental Centers").
B. Service Company has been organized for the purpose of providing
comprehensive management and related administrative services to dental
practices and has developed extensive expertise and experience in the
operation, management and marketing of the non-dental aspects of dental centers
of the type operated by P.C.
C. P.C., in order to enable its dental employees and independent
contractors to focus their efforts and time on the practice of dentistry and
the delivery of dental services to the public, has requested, and Service
Company has agreed to provide comprehensive management and related
administrative services.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
agreements set forth herein, the parties agree as follows:
1. Definitions.
(a) "Act" means the Colorado Dental Practice Act and the
Regulations of the Colorado State Board of Dental Examiners adopted pursuant
thereto.
(b) "Cost of Dental Services" means: the aggregate
compensation of dentists who are employed by or who are independent contractors
with P.C. at the Dental Centers and other personnel who must be employed by the
P.C. under applicable law including dental hygienists ("Support Personnel")
together with the cost of expenses, taxes and benefits of such dentists and
Support Personnel including, but not limited to, vacation pay, sick pay, health
care expenses, professional dues, expense reimbursement, discretionary bonuses
or incentive payments, if any, based on profitability or productivity and other
expenses and payments required to be made to or for the benefit of the dentists
or the Support Personnel pursuant to their employment agreements or independent
contractor agreements or otherwise plus P.C.'s portion of all employment and
payroll taxes; other expenses incurred by P.C. in carrying out its obligations
under this Agreement; and the costs of malpractice insurance, in each case on
an accrual basis.
(c) "Dental Board" means the Colorado State Board of Dental
Examiners established under the Act.
(d) "Dental Center" means the facility or facilities operated
by P.C. and at which Dental Services are, or in the future may be, rendered by
P.C. identified on Exhibit A hereto, as amended, supplemented or modified from
time to time.
(e) "Dental Services" means all services rendered by P.C.
which constitute the practice of dentistry as defined by the Act.
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(f) "Net Pre-Tax Income" means Net Revenues less the total of
Service Company Costs and the Cost of Dental Services, but without regard for
the provision for income taxes.
(g) "Net Revenues" means all Revenues net of refunds or
billing adjustments.
(h) "Non-Dental Personnel" means all personnel including, but
not limited to, accountants, bookkeepers and receptionists who perform services
which do not constitute the practice of dentistry or who are not required by
applicable law to be employees of P.C.
(i) "Revenues" means all amounts on an accrual basis which
P.C. receives or becomes entitled to receive for any services or sales of
products or otherwise, including, without limitation, for the performance of
Dental Services for its patients by dentists or Support Personnel who are
employees or independent contractors of P.C. or for the sale of products
including pharmaceuticals.
(j) "Service Company Costs" means all costs incurred by
Service Company, including indirect overhead and other expenses attributable to
the carrying out of its obligations under this Agreement, in each case on an
accrual basis, but excludes costs which are reimbursed to Service Company under
leases for premises or personal property or licenses.
(k) "Support Personnel" shall have the meaning specified in
the definition of Cost of Dental Services.
2. Engagement to Provide Services. During the term of this
Agreement and all renewals and extensions thereof, P.C. engages Service Company
to provide sole and exclusive development, management and administrative
services with respect to all non-dental functions relating to the operation of
the Dental Centers, and Service Company agrees to furnish to P.C. all of the
non-dental development, management and administrative services needed by P.C.
in connection with the operation of the Dental Centers. Pursuant to its
engagement hereunder, Service Company shall control all aspects of P.C.'s
business other than those aspects which relate to the provision of dental
services, as contemplated by Section 4.
3. Services. The non-dental development, management and
administrative services to be provided by Service Company shall include the
following:
(a) Bookkeeping and Accounts. Service Company shall provide
all bookkeeping and accounting services necessary or appropriate to the
functioning of the Dental Centers including, but not limited to, maintenance,
custody and supervision of all business records, ledgers, journals and reports,
and the preparation, distribution and recordation of all bills and statements
for professional services rendered by P.C. including the billing and completion
of reports and forms required by insurance companies, dental maintenance
organizations, governmental agencies or other third-party payors (collectively,
the "Business Records"); provided, however, that such Business Records shall
not be deemed to include patient records and other records or documents which
relate to patient treatment by dentists.
(b) Billing; Collections. Service Company shall be
responsible, for and on behalf of P.C., as its agent, for billing and
collecting the charges made with respect to all Dental Services provided by
P.C. at the Dental Centers. The extent to which Service Company attempts to
collect such charges, the methods of collection and the amount of settlements
with respect to disputed charges, and the determination of which charges are
not collectible, shall be within the sole discretion of the Service Company;
provided that Service Company will comply with all applicable law, including
without limitation, the Federal Fair Debt Collection Practice Act.
(c) Non-Dental Personnel. Service Company shall, in its sole
discretion but following consultation with P.C., select for employment and
terminate the employment of all Non-Dental Personnel as Service Company shall
deem necessary or advisable, and shall be responsible for the supervision,
direction, training and assigning of duties of all Non-Dental Personnel, with
the exception of activities carried on by Non-Dental Personnel which must be
under the direction or supervision of licensed dentists in accordance with
applicable law and regulations. Unless otherwise specifically agreed in
writing, all Non-Dental Personnel shall be employees or independent contractors
employed or engaged by Service Company, and the selection and terms of
employment or engagement, including the
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rates of compensation, supervision, direction, training and assignment of
duties of all Non-Dental Personnel shall be determined and controlled
exclusively by Service Company.
(d) Dental Personnel. Service Company shall (in consultation
with P.C.) establish guidelines for the selection, hiring and firing of
dentists and Support Personnel by P.C. and shall recruit and evaluate
prospective dentists and Support Personnel as employees or independent
contractors of P.C., provided that all dentists and Support Personnel shall be
employees of or independent contractors to P.C.
(e) Marketing and Advertising Programs. Service Company
shall: develop marketing and advertising programs for P.C.; provide advice and
assistance to P.C. on overall marketing programs, and determine and analyze the
effect of such programs; plan, create, write and prepare advertising materials;
negotiate contracts with advertising media for space and time; and obtain
services necessary in connection with the production and presentation of
advertisements.
(f) Insurance. Service Company shall, in its sole discretion
but following consultation with P.C., make reasonable efforts to obtain and
maintain in full force and effect during the term of this Agreement, and all
extensions and renewals thereof, public liability and property insurance which
Service Company deems appropriate to protect against loss, claims, and other
risks, or which is necessary to comply with the terms of lease agreements for
the Dental Centers, and Service Company shall assist P.C. and the dentists in
obtaining professional liability insurance.
(g) Supplies. Service Company shall acquire and supply to
P.C. all dental and non-dental supplies which may be reasonably required in
connection with the operation of the Dental Centers.
(h) Negotiation; Plans. Service Company shall carry on and be
responsible for all negotiations (in consultation with P.C.) with managed care
plans, preferred provider plans, insurers and other third party payors relating
to the provision of services by P.C. Service Company shall develop, negotiate,
market and administer prepaid managed and other health plans for the providing
of dental care and shall obtain licensure as a third-party administrator, and
any other appropriate licenses, registrations or certificates, if and to the
extent required by applicable law.
(i) Bank Accounts, Cash Management. Service Company is
authorized to establish and maintain for and on behalf of P.C. bank accounts
for the collection and disbursement of P.C.'s funds. Service Company is
authorized to disburse funds from such accounts for the payment of costs
incurred by or on behalf of P.C. in accordance with this Agreement, for Service
Company's compensation, and for all other costs, expenses, and disbursements
which are incurred in connection with this Agreement. Service Company shall
manage all cash and cash equivalents of P.C.
(j) Tax Returns, Reports. Service Company shall be
responsible for preparing and filing all tax returns and reports required or
necessary in connection with the operation of the Dental Centers.
(k) Overall Supervision. Service Company shall provide P.C.
with overall supervision and management, including maintenance and repair, of
the Dental Centers and all furniture, fixtures, furnishings, equipment, and
leasehold improvements located in or used at the Dental Centers.
(l) Equipment and Furnishings. Service Company shall provide
and maintain, either directly or through appropriate lease agreements, all
necessary equipment and furnishings for the Dental Centers.
(m) New Dental Centers. Service Company shall provide
planning and studies to determine the location of new Dental Centers (including
acquired Dental Centers), provide designs for such new Dental Centers, obtain
leases for the space for Dental Centers, and do all things necessary in
connection with equipping of such new Dental Centers for operation, and shall
make such space available to P.C. pursuant to appropriate subleases, or other
documents or agreements, all in such forms as may be required by Service
Company and/or its lessor. Service Company shall amend, modify or supplement
Exhibit A to this Agreement in connection with the establishment of new Dental
Centers, as appropriate.
(n) Financial Statements and Budgets. Service Company shall
prepare monthly and annual financial statements containing a balance sheet and
statement of income for P.C. Annual financial statements shall be
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delivered to P.C. within 90 days after the end of each fiscal year and monthly
financial statements shall be delivered to P.C. within 30 days after the end of
each calendar month. Service Company shall prepare, in reasonable detail, an
annual operating and capital budgets for P.C. which shall be delivered to P.C.
within 30 days after the end of each fiscal year, with Service Company
retaining final authority with respect to budgeting including, without
limitation, as to compensation and payments to independent contractors.
(o) Litigation Management. Service Company will (i) manage
and direct the defense of all claims, actions, proceedings, or investigations
against P.C. or any of its officers, directors or employees in their capacity
as such, and (ii) manage and direct the initiation and prosecution of all
claims, actions, proceedings or investigations brought by P.C. against any
person other than the Service Company.
(p) Access. Service Company shall grant access to its
facilities to all employees and independent contractors of P.C. for the purpose
of performing Dental Services in connection with the business of the Dental
Centers.
(q) Business Operations. Service Company shall generally
control and manage all aspects of business of the Dental Centers other than
those aspects relating to the provision of Dental Services which under
applicable law are required to be subject to the control of P.C., as
contemplated by Section 4.
4. Conduct of Dental Practice and Other Matters.
(a) Practice of Dentistry. P.C. shall be solely and
exclusively in control of all clinical aspects of the practice of dentistry and
the delivery of Dental Services at the Dental Centers, including the exercise
of independent professional judgment regarding the diagnosis or treatment of
any dental disease, disorder or physical condition (which Service Company shall
not control, attempt to control, influence, attempt to influence or otherwise
interfere with), and P.C. shall be responsible for providing all Dental
Services and for the payment of all Costs of Dental Services. All persons to
whom such Dental Services are provided shall be patients of P.C. and not of
Service Company, and Service Company shall not have or exercise any control or
direction over the manner or methods with which Dental Services and related
duties are performed or interfere in any way with the exercise by the dentists
who are employees or independent contractors of P.C. of their professional
judgment. P.C. shall be solely responsible for assuring that all dentists who
are employed or who are independent contractors of P.C. hold all necessary
licenses from the State of Colorado and that such licenses are current and in
good standing, and that such professional services are performed in accordance
with the applicable ethical standards, laws and regulations relating to
professional practice in the State of Colorado. P.C. shall take all actions
necessary to maintain its status as a professional corporation including
provision for succession so that the outstanding shares of P.C. are owned at
all times by a person licensed to practice dentistry in the State of Colorado.
(b) Patient Referrals. It is not a purpose of this Agreement
to induce or encourage the referral of patients. The parties agree that the
benefits to P.C. and Service Company do not require, are not payment or
inducement for, and are not in any way contingent upon the admission, referral
or any other arrangement for the provisions of any item or service offered by
Service Company to any of P.C.'s patients or for the referral of any patient.
(c) Noncompetition. P.C. hereby irrevocably appoints Service
Company as its agent and attorney-in-fact during the term of this Agreement
with full power and authority to enforce the terms of any employment or
independent contractor agreements to which it is a party and any
noncompetition, confidentiality and similar covenants or restrictions
(collectively, "Non-competition Agreements") of which it is the beneficiary.
During the term of this Agreement, P.C. shall not establish, operate or provide
dental services at any dental office, clinic or other health care facility
providing services substantially similar to those provided by P.C. pursuant to
this Agreement anywhere within 100 miles of any facility operated by Service
Company. The provisions of this Section 4(c) shall not in any way limit or
otherwise affect the terms and provisions of the Non-Competition Agreement
dated as of October 31, 1997 by and among Three Peaks Dental Management, Inc.,
Xxxxxxx X. Xxxxxxxxx, D.D.S. and the other parties identified on the signature
pages thereto (the "Xxxxxxxxx Non-Competition Agreement"). To the extent of
any conflict between the provisions of this Section 4(c) and the provisions of
the Xxxxxxxxx Non-Competition Agreement, the provisions of the Xxxxxxxxx Non-
Competition Agreement shall control.
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(d) Attorney-in-Fact. P.C. hereby appoints Service Company
for the term of this Agreement to be its true and lawful attorney-in-fact for
all purposes relating to or arising in connection with the provisions by
Service Company of the comprehensive management and related administrative
services as provided in this Agreement including, without limitation, the
provisions of Section 3(b) and Section 3(i). This power of attorney and the
power of attorney granted under Section 4(c) are coupled with an interest and
shall be irrevocable and remain in effect for the term of this Agreement.
5. Compensation of Service Company.
(a) Assignment to Service Company. P.C. assigns to Service
Company all of P.C.'s right and interests in all Revenues such that all
Revenues shall be paid to and collected by Service Company and all Revenues of
P.C. (and all accounts receivable relating thereto) shall be reported on the
income stated and balance sheet of Service Company during the term of this
Agreement; provided, however, that no assignment shall be made of any such
rights or interests, the assignment of which is prohibited by law (for example,
amounts receivable from Medicare or Medicaid accounts). P.C. hereby issues a
standing instruction, which it shall confirm upon request from time to time,
that all payments due to P.C. shall be remitted directly to Service Company as
its agent and attorney-in-fact hereunder. To the extent that the foregoing
assignment of Revenues shall be ineffective for any reason, P.C. hereby grants
a security interest in all accounts receivable, contract rights, Revenues and
general intangibles of P.C. to Service Company to secure all indebtedness and
obligations of P.C. to Service Company arising under or in connection with this
Agreement. At the request of Service Company, P.C. shall execute all documents
and instruments necessary to evidence and perfect the foregoing security
interest.
(b) Compensation of Service Company. As consideration for the
services provided by Service Company under this Agreement, Service Company
shall receive a service fee (the "Service Fee") in an amount equal to: (i)
Service Company Costs, plus (ii) an amount equal to the lesser of Net Pre-Tax
Income or 30% of Net Revenues.
(c) Application of Net Revenues. Service Company shall apply
Net Revenues as follows:
(i) First, Service Company shall remit to P.C., or
cause to be paid on behalf of P.C., from Net
Revenues an amount equal to the Costs of Dental
Services and such other payments or disbursements
as P.C. shall direct Service Company to make in
accordance with this Agreement;
(ii) Second, Service Company shall retain out of Net
Revenues an amount equal to the Service Fee; and
(iii) Third, Service Company shall remit all remaining
Net Revenues to P.C.
(d) Adjustment. The Service Fee shall be payable monthly in
arrears based upon Service Company Costs and P.C.'s Net Revenues in the prior
month. Adjustments to the estimated payments shall be made to reconcile actual
amounts due under Section 5(b) by the end of the following month. The Service
Fee shall be reviewed annually and at such other times as may be deemed
appropriate and adjusted in such manner as the parties may agree; in the
absence of such agreement, the Service Fee then in effect shall continue in
effect.
6. General Obligations of P.C. and Service Company. P.C. and
Service Company each agrees to cooperate fully with the other in connection
with the carrying out of their respective obligations under this Agreement and
to employ their best efforts to resolve any dispute which may arise under or in
connection with the carrying out of this Agreement.
7. Term. The term of this Agreement shall be for a period of 40
years from October 31, 1997 and, unless either party shall give notice to the
contrary at least 180 days prior to the thirty-first (31st) anniversary of this
Agreement or any anniversary thereafter, the term shall be extended for an
additional year on the thirty-first (31st) anniversary and on each anniversary
thereafter so that at each anniversary of this Agreement, the remaining term
shall always be, unless such notice is given, ten (10) years.
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8. Subleases.
(a) Service Company hereby subleases (collectively, the
"Subleases") to P.C., for the purpose of conducting and operating a Dental
Center, the "Demised Premises," as described in each of the Leases listed on
Exhibit B attached hereto and incorporated herein by reference (collectively,
the "Leases"). Each such Sublease shall be subject to and upon the terms,
provisions and conditions of the Lease to which it applies. Service Company
and P.C. hereby agree, from time to time upon request of Service Company, to
enter into separate confirmatory Sublease Agreements confirming each of the
Subleases.
(b) The initial term of such Subleases shall begin (unless
otherwise indicated) on the date hereof and continue until the earlier to occur
of (a) the expiration or earlier termination of the Lease to which it applies,
or (b) the expiration or earlier termination of this Agreement. If Service
Company extends the term of the Leases, P.C. shall, at the request of Service
Company, extend the Subleases for such additional period.
(c) P.C. shall pay to Service Company as rent an amount equal
to the rent being paid by Service Company to landlord under the Leases.
(d) P.C. covenants that it will be bound by and will perform
and comply with all the obligations of tenant under the Leases, all of which
are incorporated herein by reference, and agrees that whenever appropriate, the
term "tenant" shall be deemed to refer to P.C. to the same extent as if P.C.
were a party to the Leases; provided, however, that P.C. shall have no rights
against landlord under the Leases and shall have only such rights against
Service Company as are set forth in this Agreement.
(e) Without limiting the foregoing provisions, P.C. shall not
have any right or obligation to enter into agreements directly with landlord;
shall not have any right to extend, without the consent of Service Company, the
term of any of the Subleases; and shall not have any right to sublet, without
the consent of Service Company, any of the Demised Premises under any Lease.
P.C. further agrees that in the event of any amendment of any of the Leases, it
will, upon the request of Service Company, promptly execute such amendment of
Sublease as is necessary to conform the Sublease to the amended Leases.
(f) The rights of P.C. under the Subleases shall remain at all
times subject to the rights of Service Company under the Leases and in the
event any of the Leases is terminated for any reason, the respective Sublease
shall also terminate and Service Company shall not incur any liability or
obligation to P.C. as a result of such termination.
9. Termination. This Agreement may be terminated as follows:
(a) By mutual agreement of the parties.
(b) If either party fails to perform any of its obligations
under this Agreement and, after written notice from the other party demanding
that such failure be cured, the party on whom such notice is served shall fail
to cure such breach within 30 days after such notice or, if such breach will
reasonably require more than 30 days to cure, such party is not diligently
pursuing efforts to cure such breach; provided, however, that if the party on
whom such demand is made elects to submit such dispute to arbitration, no
action to terminate this Agreement can be taken until such arbitration has been
finally adjudicated and then only if the party guilty of such failure shall
fail to comply with the arbitration award within 60 days after its issuance.
(c) If any bankruptcy, insolvency or receivership proceedings
are instituted by or against the P.C. and not dismissed within sixty (60) days
after the commencement of such proceedings or if the P.C. shall voluntarily
dissolve.
(d) As of any anniversary date of this Agreement, by Service
Company delivering written notice to P.C. of such termination at least 90 days
prior to such anniversary date.
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If this Agreement is terminated for any reason, P.C. shall have the
right, exercisable within 60 days after the date of termination, to purchase
equipment and furnishings provided by Service Company at the Dental Centers for
a purchase price equal to the appraised fair market value thereof.
10. Relationship of Parties. This Agreement is not intended to and
shall not be construed as creating the relationship of employer and employee,
partnership, joint venture or association between Service Company and P.C.
Since the dentists who perform services for the P.C. are not employees or
independent contractors of Service Company, Service Company shall not withhold
on their behalf any amounts for income tax, social security, unemployment
compensation, workers compensation or other similar withholding provisions and
all such withholding shall be the obligation of P.C.
11. Confidential Information. Each of P.C. and Service Company
acknowledges that it will have access to information of proprietary nature
owned by the other including (i) information on the systems, policies and
procedures developed by Service Company in connection with the providing of
management services for dental centers and dental practices and (ii) patient
information. P.C. acknowledges that Service Company has a proprietary interest
in such information, that such information constitutes trade secrets and that
P.C. does not, by reason of this Agreement, acquire any continuing right or
interest in such proprietary information or trade secrets. P.C. will hold such
proprietary information and trade secrets in confidence and will not disclose
them, either during the term of this Agreement or thereafter, to any person or
entity other than employees or independent contractors of P.C. or Service
Company without the prior written consent of Service Company or as may be
required by law. Service Company will preserve the confidentiality of all
files and records of P.C. including patient records and comply with all
federal, state and local laws, rules and regulations relating to the
confidentiality of P.C.'s files and records (including patient records).
Service Company will use the information in such records only for the limited
purposes necessary to perform the services of Service Company set forth herein
(including billing and collections) and shall not use patient names, addresses
or any other patient information for marketing or any other purpose except as
expressly permitted by this Agreement without the prior written consent of P.C.
Each of P.C. and Service Company acknowledges that it does not have an adequate
remedy at law for a breach of this Section 11, will suffer irreparable harm in
the event of such breach and that, therefore, the other party shall be entitled
to injunctive and other equitable relief for the enforcement of this Section
11. The provisions of this Section 11 shall survive termination of this
Agreement.
12. Miscellaneous.
(a) Assignment. This Agreement shall not be assignable by
either party hereto without the express prior written consent of the other;
provided, however, that this Agreement shall be assignable by Service Company
to any of its affiliates or successors without the consent of P.C.
(b) Waiver. Waiver of any agreement or obligation set forth
in this Agreement by either party shall not prevent that party from later
insisting upon full performance of such agreement or obligation and no course
of dealing, partial exercise or any delay or failure on the part of any party
hereto in exercising any right, power, privilege, or remedy under this
Agreement or any related agreement or instrument shall impair or restrict any
such right, power, privilege or remedy or be construed as a waiver therefor.
No waiver shall be valid against any party unless made in writing and signed by
the party against whom enforcement of such waiver is sought.
(c) Amendment. No amendment or change in the provisions of
this Agreement shall be effective unless made in writing and signed by and on
behalf of the parties to this Agreement or their successors and assigns.
(d) Entire Agreement. This Agreement constitutes the entire
agreement between the parties in connection with the subject matter of this
Agreement and supersedes all prior agreements entered into before the effective
date of this Agreement.
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(e) Notices. The mailing addresses of Service Company and
P.C. for the purposes of any notices to be given under this Agreement are as
follows:
If to Service Company: Three Peaks Dental Management, Inc.
000 Xxxxxxx Xxxxx Xxxx
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000
Attn: President
With a copy to: Monarch Dental Corporation
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attn: President
If to P.C.: Modern Dental Professionals Colorado, P.C.
000 Xxxxxxx Xxxxx Xxxx
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000
Attn: President
(f) Binding Effect. Subject to the provisions set forth in
this Agreement, this Agreement shall be binding upon and inure to the benefit
of the parties hereto and upon their respective successors and assigns.
(g) Arbitration. Any disputes arising under this Agreement
shall be resolved by arbitration; provided, however, that arbitration shall not
apply to the enforcement of the Service Company's rights under Section 11. Any
party electing to submit an action to arbitration shall give written notice to
the other party of such election. The dispute shall be submitted to
arbitration in accordance with the Rules of the American Arbitration
Association. Such arbitration shall be conducted, unless otherwise agreed by
the parties, by a single arbitrator in Denver, Colorado. The award of the
arbitrator can be confirmed or enforced in any court of competent jurisdiction.
The prevailing party in any arbitration shall be entitled to recover all costs
incurred by such party in connection with such proceedings, including
reasonable attorney fees.
(h) Severability. If any one or more of the provisions of
this Agreement is adjudged to any extent invalid, unenforceable, or contrary to
law by a court of competent jurisdiction, each and all of the remaining
provisions of this Agreement will not be affected thereby and shall be valid
and forcible to the fullest extent permitted by law.
(i) Governing Law. This Agreement shall be governed by and
enforced in accordance with the laws of the State of Colorado.
(j) Change in Law. If after the effective date of this
Agreement, any new law, rule or regulation becomes effective which renders
illegal the structure of the relationship between P.C. and the Service Company
set forth in this Agreement, or otherwise substantially impairs the economics
of the parties hereunder, this Agreement shall not terminate, but the parties
hereto agree to exclusively negotiate with each other in good faith for a
period of six months following such change of law or circumstance with respect
to the subject matter hereof. To the maximum extent possible, any amendment
hereto shall preserve the underlying economic and financial arrangements
between P.C. and the Service Company.
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IN WITNESS WHEREOF, the parties have signed this Agreement and agreed
that it shall be deemed effective as of the 31st day of October, 1997.
SERVICE COMPANY:
THREE PEAKS DENTAL MANAGEMENT, INC.
By: /s/ XXXX X. XXXX
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Xxxx X. Xxxx, Vice President
P.C.:
MODERN DENTAL PROFESSIONALS - COLORADO,
P.C.
By: /s/ XXXXXXX X. XXXXXXXXX, D.D.S.
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Xxxxxxx X. Xxxxxxxxx, D.D.S., President
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EXHIBIT A
DENTAL CENTERS
1. 000 Xxxxxxx Xxxxx Xxxx, Xxxxxxxx Xxxxxxx, Xxxxxxxx
2. 0000 Xxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx
3. 1001-1025 South Xxxxxxx, Xxxxxx 000X xxx 000X, Xxxxxx Xxxx, Xxxxxxxx
0. 0000 Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx
5. 0000 Xxxxxx Xxxxx Xxxxx Xxxxx, Xxxxxx, Xxxxxxxx
6. 0000 Xxxxxx Xxxx., Xxxxxxxx Xxxxxxx, Xxxxxxxx
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EXHIBIT B
LEASES
1. Lease dated June 1, 1994, by and between Xxxxxx Xxxxxxx and Xxxxxxx
Xxxxxxx, as Tenants in Common, as Landlord, and Xxxxxxx X. Xxxxxxxxx,
d/b/a/ Citadel Dental Center, as Tenant, for the premises located at 000
Xxxxxxx Xxxxx Xxxx, Xxxxxxxx Springs, Colorado
2. Lease dated June 12, 1995, by and between Xxxxx Medical Center Joint
Venture (assigned to Xxxxxx Xxxxxxx Properties LLC), as Landlord, and
Citadel Dental of Colorado, as Tenant, for the premises located at 0000
X. Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx
3. Lease dated January 6, 1995, and First Amendment thereto dated September
2, 1997, by and between Swedish Medical Center (assigned to Columbia
health/One, LLC) and Xxxxxxx X. Xxxxxxxxx, DDS, for the premises located
at 1001-1025 X. Xxxxxxx Street, Castle Rock, Colorado
4. Lease dated October 15, 1995, and Addendum thereto dated September 16,
1996, by and between WEJ Limited Liability Company, as Landlord, and
Xxxxxxx X. Xxxxxxxxx, dba Citadel Dental Center, as Tenant, for the
premises located at 1840 Folsom, Suite 100, Boulder Colorado
5. Lease dated February 20, 1997, by and between Cherry Terrace, Ltd., as
Landlord, and Three Peaks Dental Health, P.C., as Tenant, for the
premises located at 0000 Xxxxxx Xxxxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxx,
Xxxxxxxx
6. Lease dated May 1, 1997, by and between Xxxx X. Xxxxxx, as Landlord, and
Three Peaks Dental Health, P.C., as Tenant, for the premises located at
0000 Xxxxxx Xxxx., Xxxxxxxx Xxxxxxx, Xxxxxxxx
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