SUBMANAGEMENT AGREEMENT
THIS SUBMANAGEMENT AGREEMENT ("Agreement") is dated as of March 12,
1998, by and between SHADY GROVE FERTILITY CENTERS, INC., a Maryland corporation
with a principal place of business at 00000 Xxxxxxxxx Xxxx, Xxxxx 000,
Xxxxxxxxxxxx, Xxxxxxxx 00000 ("Manager") and INTEGRAMED AMERICA, INC., a
Delaware corporation with a principal place of business at Xxx Xxxxxxxxxxxxxx
Xxxx, Xxxxxxxx, Xxx Xxxx 00000 ("Submanager").
WITNESSETH THAT:
WHEREAS, Manager and Levy, Sagoskin & Xxxxxxxx, M.D., P.C., a Maryland
professional corporation ("PC") have entered into a certain Management Agreement
(the "Management Agreement") dated as of the date hereof and attached hereto as
Exhibit A, whereby PC has retained the services of Manager to perform management
and administrative functions, on its behalf, relating to its medical practice
and the provision of Infertility Services, as such term is defined in the
Management Agreement; and
WHEREAS, pursuant to the Management Agreement, the Manager will be
responsible for provision of all management obligations as set forth in the
Management Agreement, and
WHEREAS, Submanager is engaged in the business of furnishing management
services to medical practices specializing in the provision of Infertility
Services; and
WHEREAS, Manager desires to obtain the services of Submanager to
perform certain of its duties as contained in the Management Agreement (the
"Submanagement Services"); and
WHEREAS, Submanager has offered to provide the Submanagement Services
to Manager on the basis, terms and conditions set forth in this Agreement.
Capitalized terms used herein and not otherwise defined shall have the meaning
given to them in the Management Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the full and
faithful performance of all the terms, conditions, and obligations herein
contained, and intending to be legally bound hereby, Manager and Submanager
agree as follows:
1. TERM. Unless otherwise terminated as provided herein, the term of
this Agreement shall be for five (5) years (hereinafter called the "Term")
commencing on March __, 1998 (the "Commencement Date") and ending on March __,
2003.
2. MANAGEMENT FEES. Manager shall pay Submanager a monthly management
fee during the Term (hereinafter called the "Management Fee") equal to the
sum of (a) the Cost of Services (as defined in the Management Agreement)
thatSubmanager incurs on Manager's behalf, (b) the Base Management Fee (as
defined in the Management Agreement) paid by PC to Manager under the Management
Agreement, plus (c) ninety percent (90%) of the Additional Management Fee (as
defined in the Management Agreement) paid by PC to Manager under the Management
Agreement. Such Management Fee shall be paid without set-off or deduction within
three (3) business days after Manager receives its Compensation from PC under
the terms of the Management Agreement.
3. SERVICES TO BE PROVIDED. The Submanager shall provide such services
to be provided by the Manager under the Management Agreement as requested by the
Manager. In providing its services under this Agreement, Submanager shall be
subject to all the terms covenants and conditions in the Management Agreement.
The termination of the Management Agreement for any reason whatsoever shall
cause an automatic and contemporaneous termination of this Submanagement
Agreement. Manager represents and warrants that as of the Commencement Date it
is not in default of any provisions of the Management Agreement.
In case of any breach or default of this Submanagement Agreement by
Submanager, Manager shall have the same rights against Submanager as would be
available to PC against Manager under the Management Agreement if such breach
were by Manager thereunder. Submanager will duly and faithfully observe all the
terms and restrictions and perform all the obligations imposed upon Manager
under the Management Agreement.
Submanager shall not do or permit anything to be done which would cause
the Management Agreement to be terminated or forfeited by reason of any right of
termination or forfeiture reserved or vested in PC under the Management
Agreement.
Submanager shall keep and maintain all insurance required of Manager
pursuant to the Management Agreement, on the terms and as provided in the
Management Agreement, naming Manager and PC as additional insureds.
4. INDEMNIFICATION.
4.1. Manager does hereby indemnify and hold harmless
Submanager from and against any loss, cost, claim, damage, liability or expense,
including reasonable attorneys' fees which Submanager may suffer, incur, or
expend arising out of any failure on the part of Manager to perform fully any of
its obligations hereunder.
4.2. Submanager does hereby indemnify and hold harmless
Manager from and against any loss, cost, claim, damage, liability or expense,
including reasonable attorneys' fees, which Manager may suffer, incur, or expend
arising out of any failure on the part of Submanager to perform fully any of its
obligations hereunder.
5. NOTICES. In every instance in which notice is required or permitted
to be given hereunder, such notice shall be in writing and personally delivered
or sent by overnight courier service for next day delivery, or by certified
mail, return receipt requested, postage prepaid, addressed as follows:
If to Manager: Shady Grove Fertility Centers, Inc.
00000 Xxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxxxxx, Xxxxxxxx 00000
Attention: President
If to Submanager: INTEGRAMED AMERICA, INC.
Xxx Xxxxxxxxxxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxx, President
All notices sent by mail, as described above, shall be deemed given the
second regular business day after the same are posted. Notices personally
delivered or sent by overnight mail courier service shall be deemed given on the
day received. Either party may change the address to which notices to it are to
be sent by providing written notice of such new address to the other party, as
described above.
6. MISCELLANEOUS.
6.1. This Agreement may not amended except by a written
instrument signed and delivered by the parties hereto.
6.2. This Agreement constitutes the entire understanding
between the parties hereto with respect to the subject matter hereof, and all
other agreements relating to the subject matter hereof are hereby superseded.
6.3. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Maryland.
6.4. Nothing contained in this Agreement shall be construed to
create a joint venture, partnership, association, employer-employee or other
affiliation or like relationship between the parties.
IN WITNESS WHEREOF, the parties hereto have caused this Submanagement
Agreement to be properly executed, under seal, as of the day and year first
above written.
WITNESS: Manager:
SHADY GROVE FERTILITY CENTERS, INC.
_________________________ By:/s/Xxxxxxx Xxxxx (SEAL)
-------------------------------------------------
Name: Xxxxxxx Xxxxx
Title: President
WITNESS: SUBMANAGER:
INTEGRAMED AMERICA, INC.
_________________________ By:/s/Xxxxxxx Xxxxx (SEAL)
-------------------------------------------------
Name: Xxxxxxx Xxxxx
Title: President
CONSENT OF PC
PC, in its capacity as the provider of the Infertility Services and in
accordance with its interests in the Management Agreement, executes this
Submanagement Agreement to evidence its consent to the provisions herein set
forth.
WITNESS: PC:
LEVY, SAGOSKIN & XXXXXXXX, M.D., P.C.
_________________________ By:/s/Xxxxxxx X. Xxxx (SEAL)
----------------------------------------------
Name: Xxxxxxx X. Xxxx, M.D.
Title: President
CONSENT OF MINORITY STOCKHOLDER
Xxxxxx X. Xxxxxxxx, M.D., in his capacity as a minority stockholder of
Manager, executes this Submanagement Agreement to evidence his consent to the
provisions herein set forth and the engagement of the services of Submanager and
the payment of all fees to Submanager in connection herewith. By consenting to
this Submanagement Agreement, Xxxxxx X. Xxxxxxxx, M.D. does hereby waive any
right to object, under any applicable law, corporate or otherwise, to the
engagement of Submanager as provided herewith and the payment to Submanager of
the Management Fee.
WITNESS:
_________________________ /s/Xxxxxx X. Xxxxxxxx (SEAL)
-------------------------------------------
Xxxxxx X. Xxxxxxxx, M.D.
