PSYCHIATRIC UNIT MANAGEMENT SERVICES AGREEMENT
THIS PSYCHIATRIC UNIT MANAGEMENT SERVICES AGREEMENT ("Agreement") is made and
entered into by and between CATHOLIC HEALTHCARE WEST SOUTHERN CALIFORNIA, a California
nonprofit public corporation doing business as St. Francis Medical Center ("Medical Center"), and
OPTIMUMCARE CORPORATION, a Delaware corporation ("Manager").
A. Medical Center operates a general acute care hospital in which is located a mental health unit which provides
adult inpatient psychiatric services ("Inpatient Program").
B. Manager is in the business of providing management and other services for the treatment of inpatient
psychiatric patients in compliance with industry, regulatory, and governmental standards and requirements through
its OPTIMUMCARE PSYCH UNIT PROGRAM.
C. Medical Center and Manager desire to enter into this Agreement in order to set forth the terms and conditions
upon which Manager will provide Inpatient Program management and other services to or for the benefit of
NOW, THEREFORE, in consideration of the mutual covenants, conditions, and promises set forth herein, and
for such other good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. Term and Termination.
1.1 Term: Unless sooner terminated in accordance with the provisions of Sections 10 hereof, this agreement shall
commence at 12:01 a.m. on September 01, 1999 and shall remain in full force and effect for a term of two
(2) years, expiring at 11:59 p.m. on August 31, 2001.
1.2 Termination: In addition to any other events causing termination under this Agreement, this Agreement may be
terminated on the first to occur of any of the following:
1.2.1 Either party shall have the right to terminate this Agreement on thirty (30) days' prior written notice to the
other party if the party to whom such notice is given is in breach of any material provision of this Agreement. The