CONSULTANT AGREEMENT
This Agreement is entered into, effective this day of August 9, 2002, by and
between MAXICARE HEALTH PLANS, INC. ("MHP") a Delaware corporation, and Xxxxxx
Xxxxx (hereinafter referred to as "CONSULTANT").
WHEREAS, MHP desires to contract for the services of a CONSULTANT to assist in
financial matters.
Now therefore, in consideration of the mutual agreements and premises contained
herein, the Parties agree as follows:
1. Relationship of the Parties
A. On an independent contractor basis, CONSULTANT agrees to assist
MHP in the review of financial accounting matters. CONSULTANT
agrees to maintain confidentiality of records in accordance with
all Federal and state laws including HIPAA.
B. During the term of this Agreement, MHP shall require CONSULTANT
to devote such productive time as is reasonably necessary to
fulfill the obligations of CONSULTANT hereunder. Notwithstanding
the aforementioned, CONSULTANT is free to devote any additional
time to other business.
2. Duties and Responsibilities of CONSULTANT
During the term of this Agreement, CONSULTANT shall perform under the
supervision of the Chief Executive Officer of MHP.
3. Termination of Agreement
This Agreement shall be terminated upon the occurrence of any of the
following events:
A. Upon the mutual consent of the Parties.
B. At MHP's option with or without cause.
4. Compensation
As compensation for services rendered by CONSULTANT, CONSULTANT shall
receive from MHP during the term of this Agreement, $500 per week plus
$125 per hour for all hours in excess of 4 hours per week within 10
business days of receiving an invoice from CONSULTANT.
5. Expenses
During the term of this Agreement, MHP shall reimburse CONSULTANT for
reasonable business expenses incurred by CONSULTANT in performing the
duties under this Consultant Agreement. Authorization for expenses must
be obtained in advance from the Chief Executive Officer of MHP.
6. Assignment
This Agreement is not assignable by either Party without the written
consent of the other.
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7. Business Dispute Resolution
Unless otherwise stated herein, if any claim, dispute, or controversy
shall arise between the Parties hereto with respect to the making,
construction, terms, or interpretation of this Agreement or any breach
thereof, or the rights or obligations of any Party hereto, the claim,
dispute or controversy shall, in lieu of court action, be submitted to
mandatory, binding arbitration upon written demand by either Party in
accordance with the procedures set forth in Exhibit 1, herein.
8. Governing Law
The laws of the State of California shall govern the construction,
validity, performance and enforcement of this Agreement.
9. Severability
If any provision of this Agreement is invalid or unenforceable, the
reminder of this Agreement shall nevertheless remain in full force and
effect. If any provision is held invalid or unenforceable with respect
to particular circumstances, it shall, nevertheless, remain in full
force and effect in all other circumstances.
10. Amendments
This Agreement may be amended only by a written instrument signed by
both Parties.
11. Headings
The section headings contained herein are for convenience of reference
only and are not to be construed as a part of this Agreement or as a
limitation of the scope of the respective sections to which they refer.
12. Notice
Any notice, request, demand or other communication required or permitted
hereunder shall be given in person or in writing by certified mail,
return receipt requested, to the Party to be notified. All
communications will be deemed given upon delivery or attempted delivery
to the address specified herein or such other address as specified by
the Party in a proper notice or by amendment to this Agreement. The
addresses for the Parties for the purposes of such communication are:
MAXICARE HEALTH PLANS, INC.:
Xxxx Xxxxx
Chief Executive Officer
Maxicare Health Plans, Inc.
00000 X. Xx Xxxxxxx Xxxx.
Xxx Xxxxxxx, XX 00000
CONSULTANT:
Xxxxxx Xxxxx
0000 Xxxx Xxxx Xxxxx
Xxxxxxxx, XX 00000
14. Nonwaiver
No covenant, condition, or undertaking contained in this Agreement may
be waived
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except by the written agreement of the Parties. Forbearance or
indulgence in any other form by either Party in regard to any covenant,
condition, or undertaking to be kept or performed by the other Party
shall not constitute a waiver thereof, and until complete satisfaction
or performance of all such covenants, conditions, and undertakings have
been satisfied, the other Party shall be entitled to invoke any remedy
available under this Agreement, despite any such forbearance or
indulgence.
15. Entire Agreement
This Agreement and any subsequent amendments represent the entire
agreement between the Parties hereto and supersede any and all prior
written or oral agreements or understandings.
IN WITNESS WHEREOF, the undersigned have executed this Consultant Agreement on
the date(s) specified below:
MAXICARE HEALTH PLANS, INC.
By: Date:
------------------------------- ----------------------------
Xxxx Xxxxx
Chief Executive Officer
CONSULTANT
By: Date:
------------------------------- ----------------------------
Xxxxxx Xxxxx
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EXHIBIT 1
ARBITRATION OF CONTRACT DISPUTES
If any claim, dispute, or controversy (any or all of which shall hereinafter be
referred to as "dispute") shall arise between the Parties hereto with respect to
the making, construction, terms, of interpretation of this Agreement or any
breach thereof, or the rights or obligations of any Party hereto, the dispute
shall, in lieu of court action, be submitted to mandatory, binding arbitration
upon written demand by either Party in accordance with the procedures set forth
below:
A. Pre-demand Requirements
No demand for arbitration of any such claim, dispute or controversy may
be made unless and until:
1. The Party alleging the dispute has first sent a written Notice
of Dispute to the Party against whom the dispute is alleged. The
notice shall: be sent within seven (7) months after the facts
giving rise to the claim become known or should have become
known to the claimant; be sent in accordance with the notice
provisions of the Agreement; and describe with specificity the
facts of the matter at issue, the amount involved, if any, and
the relief sought; and
2. The Party to whom the Notice of Dispute has been sent has been
given sixty (60) days to respond; and
3. If a response is made, the Party alleging the dispute shall
reply to the response with specificity within thirty (30) days
of receipt of the response; and
4. The Parties have made a good faith effort to resolve the dispute
informally before the Demand for Arbitration is made.
B. Time Limitations
Demand for arbitration shall be made with twelve (12) months after the
dispute has arisen, but in no event after the date when institution or
legal or equitable proceedings based upon such matter would be barred by
any applicable statue of limitations. If demand for arbitration is not
made within the twelve (12) month period specified herein, the Party
alleging the dispute shall be deemed to have waived the cause of action
and shall be barred from demanding arbitration or pursuing any other
remedy, at law or in equity, pertaining to the dispute or to the facts
and or issues giving rise to or relating to the dispute.
Form of Demand
Notice in writing of the Demand for Arbitration shall be served by mail
upon the Party against whom arbitration is sought. Service shall be made
in compliance with the rules for making service of process by mail
applicable in Federal District Court(s) for the State of California. The
demand shall set forth with specificity the issues to be submitted to
arbitration, the amount involved, if any, and the relief sought.
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Type of Arbitration
Except as otherwise provided in this Exhibit, the arbitration shall be
conducted in accordance with the Commercial Arbitration Rules of the
American Arbitration Association (hereinafter "AAA"), pursuant to the
Uniform Arbitration Act as adopted in the State of California, or the
State equivalent.
5. Selection of Arbitrators
Within Thirty (30) days after service of the Demand for Arbitration, the
Party seeking arbitration shall file the following items with the
nearest regional office of the AAA and shall copy the non-initiating
Party by certified mail: three copies of this Exhibit; a detailed
statement of the matter in dispute, the amount involved and the remedy
or remedies sought; and the appropriate administrative fee as provided
in the AAA Administrative Fee Schedule. The submission shall request
that the AAA submit to the Parties a list of at least three (3)
disinterested arbitrators who have experience in institutional and
professional health care delivery practices and procedures, if possible,
but with no prior dealings (other than prior service as an arbitrator)
with either of the Parties, and who would be willing to serve as
arbitrators. The Parities shall jointly select one (1) of the proposed
arbitrators. If no agreement is reached as to the selection of the
arbitrator, the Parties may request that the AAA recommend at least
three (3) additional arbitrators with the above stated qualifications.
If the Parties cannot agree on one (1) arbitrator from among the second
group proposed by the AAA, the AAA shall appoint one (1) of the three
(3) to serve as arbitrator.
6. Evidence
The arbitrator shall be the sole judge of the admissibility, relevance
and materiality of the evidence offered and conformity with the Legal
Rules of Evidence shall not be necessary. Discovery procedures shall not
apply.
7. Burden of Proof and Burden of Persuasion
The burden of proof and the burden of persuasion shall be on the Party
who institutes arbitration.
8. Location of Hearing
The arbitration hearing shall be held at a time and place designated by
the arbitrator in the County of Los Angeles, State of California.
9. Closed Hearings
The arbitration hearing shall be closed to all persons except the
arbitrator, the Parties and their attorneys and witnesses.
10. Arbitrator Compensation
The arbitrator shall fix his/her own compensation together with the time
and manner of payments. Such compensation shall be borne equally by the
Parties.
11. Limitation Relief Awardable
The sole forms of relief awardable by the arbitrator shall be to: compel
either Party to specifically perform the obligations under the
Agreement; issue a declaratory judgement on the interpretation of any
clause in the Agreement; and/or award actual money damages plus, if the
arbitrator deems appropriate, pre-award and post-award
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interest at rate of eight percent (8%) per year or at the prime rate of
interest in effect at the time and place of the award, whichever is
less. Each Party shall bear an equal share of the cost of arbitration,
except that the expense of witnesses shall be borne by the Party
producing such witnesses. Each Party shall pay their own attorneys fees.
12. Decision of the Arbitrator and Entry of Judgement
The decision of the arbitrator shall be final and binding upon, and
enforceable as to, the Parties. Judgement on the arbitration award may
be entered in a court having jurisdiction over the matter.
13. Payment of Award: Performance of Obligations
The Party against whom the award is rendered shall pay any monetary
award and/or comply with any other order of the arbitrator within sixty
days of the entry of judgement on the award or take an appeal, to the
extent that appeals of binding arbitration are permitted under the AAA
procedures and the Uniform Arbitration Act as adopted in the State of
Indiana, or the state equivalent.
14. Continuation of Performances
Both Parties shall continue performance of their contract obligations
while arbitration is pending.
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