EXHIBIT 10
CORF MANAGEMENT AGREEMENT
THIS CORF MANAGEMENT AGREEMENT is made this 24th day of
January, 1997 by and between Specialty Therapy Services, Inc., a Florida
corporation (the "Company"), and Consul-Med of South Florida Inc., a Florida
corporation ("CMSF").
RECITALS
A. The Company owns a certified outpatient rehabilitation
facility (the "CORF").
X. XXXX is a Medicare certified facility in the State of Florida.
C. CMSF desires to provide management services for the CORF.
D. It is CMSF'S desire to perform management services consistent
with the terms and conditions of this Agreement and the Company's desire to have
CMSF perform such services.
Therefore, in consideration of the premises and the mutual
covenants and agreements contained herein, the parties agree as follows:
AGREEMENT
1. TERM. This Agreement shall be effective on the date first set forth
above (the "Effective Date") and shall continue for a two year period, subject,
however, to termination for cause as provided in this Section 1. This Agreement
maybe terminated for cause at any time by either party after written notice and
a 30 day opportunity to cure. If the cause for termination has not been cured by
the party receiving the termination notice within 30 days of its receipt this
Agreement shall automatically terminate.
2. SERVICES.
(i) CMSF shall be responsible for the administrative and
management responsibilities for the billing and collection services of the CORF.
These services include, but are not limited to, collection and verification of
CORP demographic information, preparing UB92 claim forms for third payers,
providing monthly detailed reports of changes, collections, write-offs and
allowances and aged accounts receivable listings, and maintaining and processing
accounting records.
(ii) CMSF shall follow up on ADR denials and reconsiderations.
(iii) CMSF shall file all Medicare appeals for the Company and
provide to the Company monthly detailed reports by PT service codes, including
identification of all co-insurance and deductibles outstanding, and shall
additionally file copies of all remittance advises.
(iv) CMSF shall assist in the preparation and compilation of the
year-end cost report for the CORF. Such assistance shall include, without
limitation, review of the financial and accounting procedures for the collection
of statistical and expense data; review of departmental cost allocations;
compiling a review of interim reimbursement reports; and compiling a review of
projected quarterly cost reimbursement settlements.
(v) CMSF shall be responsible for the management of in-service
training for all specialized programs; coordination of patient admissions and
treatment programs; coordination of administration and management of medical
record documentation; coordination of quality assurance procedures; and quality
control for required meetings.
(vi) At the request of the Company, CMSF shall provide training in
special programs, participate in joint marketing and community liaison program
support and follow up on Medicare meeting and conference requirements.
(viii) CMSF shall provide the Company with use of its proprietary
pulmonary program (the "Pulmonary Program"). The Pulmonary Program may be used
only at the CORF and at no other facility owned or operated by the Company.
3. ACCESS.
(i) The Company shall provide CMSF access to the CORF, during
reasonable business hours, to copies of the CORF's medical records, patient
demographic and insurance information, patient release and assignment forms,
copies of progress notes and any other pertinent financial information, subject
to all federal and state laws and regulations governing the confidentiality of
such records.
(ii) The Company shall provide work space sufficient for billing and
collection services personnel which is accessible to the CORF's medical records
and financial records.
4. FEE.
(i) The Company shall pay CMSF a management fee of 15% of the CORF's
gross receipts, subject to Section 4(ii), below. CMSF shall be paid within 48
hours of the CORF's receipt of Medicare reimbursements with respect to bills
submitted by CMSF.
-2-
(ii) To the extent that the Company's expenses attributable to its
employees are not reimbursable under CORF regulations, then the 15% management
fee provided in paragraph 4(i) shall be proportionately reduced, but in no
event shall be below 10%.
5. INDEPENDENT CONTRACTOR. CMSF shall, at all times, act as an
independent contractor with respect to the Company and not as an agent of the
CORF or the Company, and nothing contained in this Agreement shall be construed
to create a joint relationship between CMSF and the Company or the CORF. The
relationship shall be that of independent parties to a contractual relationship.
In no event shall either party to this Agreement be liable for the debts or
obligations of the other nor CMSF or the CORF be liable for the debts or
obligations of the other.
6. INDEMNITY BY CMSF. CMSF shall indemnify and hold harmless the
Company and the CORF from any and all liability, losses, claims, damages, costs,
causes of action, judgments or settlements, including, without limitation,
reasonable attorneys' fees, arising out of CMSF's breach of the terms of this
Agreement or any negligent or willful act by CMSF in the performance of its
duties hereunder.
7. INDEMNITY BY THE COMPANY. The Company shall indemnify and hold
harmless CMSF from any and all liability, losses, claims, damages, costs, causes
of action, judgments or settlements, including, without limitation, reasonable
attorneys' fees, arising out of the Company's breach of the terms of this
Agreement or any negligent or willful act by the Company or the CORF in the
performance of their duties hereunder.
8. MEDICAL RECORDS. All medical records, case histories, test results,
or personal and regular files concerning the CORF's clients and patients shall
be the sole and permanent property of the CORF. Unless required by law, no
medical records shall be displayed or delivered to, or any information therefrom
disclosed to, any person not connected with the CORF or CMSF except on a
need-to-know basis.
9. CONFIDENTIALITY. CMSF acknowledges that as a result of the
engagement hereunder, it will be making use of confidential information of a
special and unique and value relating to such matters as the CORF's arrangements
with facilities and other service providers, confidential reports, lists of
patients and the fees paid by such patients or third party payers. As a material
inducement to the Company to enter into this Agreement and to pay to CMSF the
compensation referred to in Section 4 hereof, CMSF covenants and agrees that it
shall not at any time during or for three years following the term of its
engagement hereunder divulge or disclose for any purpose whatsoever any
proprietary or confidential information of the CORF except information (i)
already in CMSF's possession, (ii) already known to the public, (iii) disclosed
to a third party by the CORF not under any condition of confidentiality, or (iv)
required by law to be disclosed by CMSF.
The Company acknowledges that as a result of the engagement
hereunder,
-3-
it and the CORF will be making use of confidential information of a special and
unique and value relating to such matters as CMSF's arrangements with facilities
and other service providers, and other confidential reports and protocols. The
Company covenants and agrees that it and the CORF shall not at any time during
or for three years following the term of its engagement hereunder divulge or
disclose for any purpose whatsoever any proprietary or confidential information
of CMSF except information (I) already in the Company's or the CORF's
possession, (ii) already known to the public, (iii) disclosed to a third party
by CMSF not under any condition of confidentiality, or (iv) required by law to
be disclosed by the Company or the CORF.
The Company shall for a period of ten years from the date
hereof shall treat all procedures, protocols, and written materials of the
Pulmonary Program confidentially and protect such information as would the
Company treat its own proprietary information disclosing it only as a need-to-
know basis to its or the CORF's employees.
10. FORCE MAJEURE. If either party is prevented from performing any
task hereunder in whole as in part as a result of an Act of God, war, civil
disturbance or other cause beyond such party's reasonable control, such
non-performance by that party shall not be grounds for default, and that party
shall not be held liable for any non-performance of this Agreement as a result
of any of the above.
11. NOTICES. All notices or communications required or permitted
pursuant to the terms of this Agreement shall be in writing and delivered in
person or by means of certified or registered mail, postage prepaid, return
receipt requested, to such party at its address as set forth below, or such
other person or address as such party may specify by similar notice to the other
party hereto. All such notices will be deemed given upon delivery if delivered
by hand or on the third business day after deposit postage paid with the U.S.
Postal Service.
If to CMSF: 0000 X. Xxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxx Xxxxx, XX 00000
Attn: Xxxx X. Xxxxxx, M.D., President
If to Company: Specialty Therapy Services, Inc.
0000 X. Xxxxxxx Xxxx., Xxxxx 000
Xxxxxxxxxx, XX 00000
12. GOVERNING LAW. This Agreement shall be construed in accordance with
the laws of the State of Florida. If any provision hereof shall be held legally
unenforceable, the remaining provisions shall remain effective.
-4-
13. PREVAILING PARTY. If any litigation or arbitration arises as a
result of enforcement or interpretation of the terms, conditions, or provisions
of this Agreement, or any of the transactions contemplated hereunder, the
prevailing party shall be entitled to recover reasonable attorneys' fees as well
as all costs and expenses incurred thereby.
14. WAIVER. Any waiver of any term or condition, or any amendment or
supplementation, of this Agreement shall be effective only if in writing signed
by all of the parties hereto. A waiver of any breach of any terms or conditions
of this Agreement shall not, in any way, be construed as a waiver of any
subsequent breach.
15. ASSIGNMENT. No party voluntarily may assign any of its rights and
duties under this Agreement without the prior written consent of the other party
and this Agreement shall be binding on the permitted successors and assigns of
the parties.
16. CHANGE IN LAW. In the event of changes in federal or state law,
statute, regulation or interpretation of same by any regulatory authority having
jurisdiction over the CORF, the parties agree to renegotiate the affected terms
or provisions of this Agreement in order to conform to such change. In the event
the parties are unable to agree either party may terminate in accordance with
Section 1, above.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the date and year first set forth above.
SPECIALTY THERAPY SERVICES, INC.
By: /s/ XXXXXXXX XXXXXXXX
------------------------------------------
Xxxxxxxx Xxxxxxxx, Chief Executive Officer
CONSUL-MED OF SOUTH FLORIDA, INC.
By: /s/ XXXX X. XXXXXX, M.D.
------------------------------------------
Xxxx X. Xxxxxx, M.D., President
-5-
