ASSIGNMENT OF AND AMENDMENT TO
THE PROFESSIONAL SERVICES AGREEMENT
FOR RADIATION THERAPY SERVICES
BETWEEN
USCC HEALTHCARE MANAGEMENT CORPORATION,
RADIATION ONCOLOGY MEDICAL GROUP, INC.
AND
THE PERMANENTE MEDICAL GROUP, INC.
THIS ASSIGNMENT OF AND AMENDMENT TO AGREEMENT ("Assignment and Amendment") is
made and entered into as of August 1, 2000, by and between The Permanente
Medical Group, Inc., a California professional medical corporation ("TPMG"),
Radiation Oncology Medical Group ("ROMG"), a California professional medical
corporation, USCC Health Care Management Corporation, a California corporation
("USCC"), USCC Medical Group-CA, Inc., a California professional corporation
("USCCMGCA"), and The USCMC-USCC Partnership, a partnership between US Cancer
Management Corporation and USCC ("PARTNERSHIP").
WITNESSETH:
A. Contractor and TPMG have heretofore entered into an agreement effective
August 1, 1999, for Contractor to provide Radiation Therapy Services for Members
(the "Agreement").
B. The parties hereto desire to amend the Agreement in the manner hereinafter
set forth.
NOW THEREFORE, the parties agree as follows:
A. Effective August 1, 2000, the Agreement is amended as set forth below.
B. All other terms and conditions of the Agreement are to remain the same.
I. ASSIGNMENT AND AMENDMENT #1 - STOCKTON CENTER
A. RECITALS ARE AMENDED AS FOLLOWS:
1. SECTION H is added as follows: "H. It is the parties' understanding
that Contractor has developed a new medical group, Xxxxxxx and Xxxxxxxxx
Medical Group, Inc., d.b.a. USCC Medical Group - CA, Inc. ("USCCMGCA"),
for Services provided at the Stockton Center (St. Xxxxxx Comprehensive
Cancer Center). At this time, ROMG ("Assignor-1") desires to assign its
interest and obligations under this Assignment and Amendment, as related
to the Stockton (St. Xxxxxx) Center, to USCCMGCA ("Assignee-1")."
B. TERMS OF THE AGREEMENT ARE AMENDED AS FOLLOWS:
NOW, THEREFORE, in consideration of the mutual promises set forth herein and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1. ASSIGNMENT. Assignor-1 hereby assigns and transfers all right, title
and interest in and to the Agreement, for the Stockton Center, to
Assignee-1, effective as of February 22, 2000.
2. ACCEPTANCE OF ASSIGNMENT. Assignee-1 hereby accepts assignment and
transfer of all right, title and interest in and to the Agreement, and
expressly assumes and agrees to perform and be bound by all terms,
conditions and obligations of Assignor-1 under the Agreement for Services
provided at the Stockton Center.
3. ASSIGNEE-1 REPRESENTATIONS AND WARRANTIES. Assignee-1 represents and
warrants that Assignee-1 (a) has the authority to execute this Assignment
and Amendment, and (b) has assumed all obligations and liabilities of
Assignor-1 relating to the Stockton Center arising under or related to the
Agreement arising on or after February 22, 2000.
4. ASSIGNOR-1 REPRESENTATIONS AND WARRANTIES. Assignor-1 represents and
warrants that no services were provided under the Agreement as part of the
Stockton Center before February 22, 2000 and, thus, no tail insurance for
prior periods is required.
5. TPMG CONSENT. TPMG hereby consents to the assignment and assumption
described in this Assignment and Amendment.
6. NOTICES. The parties hereby agree that all notices regarding the
Stockton Center required under the Agreement to be directed to Assignor-1
shall henceforth be directed to Assignee-1 at the following address:
USCC Medical Group - CA, Inc.
c/o US Cancer Care
000 Xxxxxxx Xxxxxx Xx., #000
Xxxxxx Xxxxx, XX 00000
7. PAYMENT BY KP. The parties acknowledge and agree that all payments
due and owing from KP to Assignor-1 pursuant to the Agreement for the
Stockton Center shall hereinafter be made to Assignee-1, provided,
however, that KP's payment (a) to Assignor-1 of amounts owing to
Assignee-1, or (b) to Assignee-1 of amounts owing to Assignor-1, shall be
resolved between Assignor-1 and Assignee-1 without liability on the part
of KP.
8. BINDING ON SUCCESSORS. The terms of this Assignment and Amendment
shall be binding on the parties' successors and assigns.
9. COUNTERPARTS. This Assignment and Amendment may be executed in two
or more counterparts, each constituting an original and all taken together
constituting one and the same document.
10. DESIGNATION. The parties agree that each reference in the Agreement
to ROMG shall now also refer to USCCMGCA. The term "Contractor" shall
jointly and separately refer to USCC, ROMG and USCCMGCA.
II. ASSIGNMENT AND AMENDMENT #2 - SAN XXXXXX, SANTA XXXX,
AND FUTURE CENTERS
A. RECITALS ARE AMENDED AS FOLLOWS:
1. SECTION I is added as follows: "I. USCCMGCA is a California
professional medical corporation that provides certain outpatient
radiation oncology services in facilities and with equipment owned or
leased by USCC. USCCMGCA's T1N number is: 00-0000000."
2. SECTION J is added as follows: "J. It is the parties' understanding
that USCC has developed a new partnership ("PARTNERSHIP") with US Cancer
Management Corporation. ("USCMC") for the future development of Services
for TPMG, including the currently planned San Xxxxxx and Santa Xxxx
Centers. A copy of the PARTNERSHIP's agreement is attached as Addendum A.
At this time, USCC ("Assignor-2") desires to assign its interest and
obligations
under the Agreement, as related to the San Xxxxxx and Santa Xxxx Centers,
and such future Centers that the parties desire to develop, to PARTNERSHIP
("Assignee-2").
3. SECTION K is added as follows: "K. USCMC is a Delaware corporation.
USCMC's T1N number is: 00-0000000. PARTNERSHIP owns and leases outpatient
radiation oncology facilities and equipment and, provides certain
administrative services to ROMG USCCMG-CA and TPMG. PARTNERSHIP's T1N has
been applied for and will be provided to TPMG after receipt."
B. TERMS OF THE AGREEMENT ARE AMENDED AS FOLLOWS:
NOW, THEREFORE, in consideration of the mutual promises set forth herein and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties further agree as follows:
1. ASSIGNMENT. Assignor-2 hereby assigns and transfers all right, title
and interest in and to the Agreement, for the Santa Xxxx and San Xxxxxx
Centers and such future Centers that the parties develop, to Assignee-2,
effective as of August 1, 2000.
2. ACCEPTANCE OF ASSIGNMENT. Assignee-2 hereby accepts assignment and
transfer of all right, title and interest in and to the Agreement, and
expressly assumes and agrees to perform and be bound by all terms,
conditions and obligations of Assignor-2 under the Agreement for Services
provided at the Santa Xxxx and San Xxxxxx Centers and such future Centers
that the parties develop.
3. ASSIGNEE-2 REPRESENTATIONS AND WARRANTIES. Assignee-2 represents and
warrants that Assignee-2 (a) has the authority to execute this Assignment
and Amendment, and (b) has assumed all obligations and liabilities of
Assignor-2 arising for the Santa Xxxx and San Xxxxxx Centers and such
future Centers that the parties develop under or related to the Agreement
arising on or after February 22, 2000.
4. ASSIGNOR-2 REPRESENTATIONS AND WARRANTIES. Assignor-2 represents and
warrants that no services were provided under the Agreement as part of the
Santa Xxxx and San Xxxxxx Centers before August 1, 2000, and, thus, no
tail insurance for prior periods is required.
5. TPMG CONSENT. TPMG hereby consents to the assignment and assumption
described in this Assignment and Amendment.
6. NOTICES. The parties hereby agree that all notices regarding the San
Xxxxxx, Santa Xxxx or future sites required under the Agreement to be
directed to Assignor-2 shall henceforth be directed to Assignee-2 at the
following address:
USCC - USCMC PARTNERSHIP
000 Xxxxxxx Xxxxxx Xx., #000
Xxxxxx Xxxxx XX 00000
7. PAYMENT BY KP. The parties acknowledge and agree that all payments
due and owing from KP to Assignor-2 pursuant to the Agreement for the
Santa Xxxx and San Xxxxxx Centers and such future Centers that the parties
develop shall hereinafter be made to Assignee-2, provided, however, that
KP's payment (a) to Assignor-2 of amounts owing to Assignee-2, or (b) to
Assignee-2 of amounts owing to Assignor-2, shall be resolved between
Assignor-2 and Assignee-2 without liability on the part of KP.
8. BINDING ON SUCCESSORS. The terms of this Assignment and Amendment
shall be binding on the parties' successors and assigns.
9. COUNTERPARTS. This Assignment and Amendment may be executed in two
or more counterparts, each constituting an original and all taken together
constituting one and the same document.
10. DESIGNATION. The parties agree that, hereinafter, all references to
USCC shall also refer to PARTNERSHIP as it pertains to obligations and
privileges of the parties for their respective centers. The term
"Contractor" shall jointly and separately refer to USCC, PARTNERSHIP,
USCMC, ROMG and USCCMGCA.
III. ADDITIONAL AMENDMENTS
NOW, THEREFORE, in consideration of the mutual promises set forth herein and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties lastly agree as follows:
A. SECTION 2.7. THE FOLLOWING IS HEREBY ADDED AT THE END OF SECTION 2.7:
"The requirements of this Section apply individually and collectively to
USCC, USCMC, ROMG, USCCMGCA and PARTNERSHIP. Further, PARTNERSHIP agrees
to provide advance notice to TPMG of any intended material changes in the
its partnership agreement including but not limited to the roles and
responsibilities of the partners and financial status of the partnership.
PARTNERSHIP also agrees to provide upon request by TPMG copies of
financial statements of the partnership and copies of the current
partnership agreement."
B. SECTIONS 3.1(B) AND (C) ARE HEREBY DELETED AND REPLACED WITH THE
FOLLOWING, EFFECTIVE AUGUST 1, 1999:
(b) Each year during the term of this Agreement, Contractor shall
determine the projected annual budget ("Projected Budget") for facilities
where Services are provided to Members pursuant to this Agreement. The
Projected Budget for each such facility for the first year of this
Agreement is set forth in Exhibit 3. Thereafter, Contractor shall submit
the Projected Budget for each facility to TPMG for approval no later than
three (3) month(s) prior to the anniversary date of the opening of each
such facility. The parties shall agree in writing to the opening date of
each facility covered under this Agreement for purposes of establishing
the annual Projected Budget for each such facility location for the
following budget period ("Budget Year"). The Projected Budget for each
facility shall set forth CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION The Projected
Budget for each such facility shall also set forth CONFIDENTIAL TERMS HAVE
BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION at the relevant facility for the Budget Year. CONFIDENTIAL
TERMS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION shall be agreed upon no later than one (1) month prior
to the beginning of the applicable Budget Year. If for any Budget Year the
parties are unable to agree upon the Projected Budget for any facility,
the matter shall be resolved pursuant to Article 8. Until such time as the
matter is so resolved, the Projected Budget for such facility shall be the
Projected Budget for such facility for the immediately preceding Budget
Year.
(c) KP will pay an amount equal to the CONFIDENTIAL TERMS HAVE BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
provided to a Member in accord herewith. CONFIDENTIAL TERMS HAVE BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
as identified in the Projected Budget. Quarterly, the parties agree to
review CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION during the previous three-month period
to determine CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION for the remainder of the
Budget Year. Such adjustments shall take into account in the favor of KP
any volume of patients which were not able to be provided access to
services by Contractor due to staffing unavailability or other causes
reasonably within Contractor's control. To the extent necessary to cover
CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION that are attributable to the patients
contained in the Budgeted Cost (outlined in 3.1(b), above), maybe added to
the Budgeted Cost. Discussion of the proportion and amount of CONFIDENTIAL
TERMS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.
C. SECTION 3.4(B)(V) IS HEREBY DELETED AND REPLACED BY THE FOLLOWING,
EFFECTIVE AUGUST 1, 1999:
(v) Regular Medicare. If Contractor provides Services to a Regular
Medicare Member, then Contractor shall submit the xxxx directly to HCFA.
Upon receipt of a copy of the Explanation of Medicare Benefits and an
invoice, TPMG shall pay Contractor any applicable Medicare coinsurance and
deductible amounts, and any amounts due for Services that are Covered
Benefits but are not covered by Medicare. Contractor shall not assert any
claim for compensation against Regular Medicare Members for
Medicare-covered Services, and shall not assert any claim for
compensation, other than for the applicable Medicare coinsurance and
deductible amounts, against TPMG for Medicare-covered Services provided to
such Members. Contractor agrees to accept, as payment in full for Services
provided to Regular Medicare Members, (a) the applicable Medicare payment,
(b) the amounts paid by TPMG for the applicable Medicare coinsurance and
deductible, and (c) the amount paid by TPMG, if any, for Services that are
Covered Benefits but are not Covered by Medicare.
D. EXHIBIT 3; EXHIBIT 3A (HAYWARD) AND EXHIBIT 3B (STOCKTON) ARE HEREBY
DELETED AND REPLACED BY THE ATTACHED EXHIBIT 3A (HAYWARD) AND EXHIBIT 3B
(STOCKTON) EXHIBIT 3C (SAN XXXXXX) AND EXHIBIT 3D SANTA XXXX):
E. SECTION 4.1 IS HEREBY DELETED AND REPLACED WITH THE FOLLOWING:
"4.1 TERM. This Agreement will begin on the Effective Date (specific to
each Center), and will continue in effect for three (3) years for the
Hayward and Stockton Centers and five (5) years for the San Xxxxxx and
Santa Xxxx Centers, and such future Centers that the parties develop. This
Agreement will thereafter automatically renew for each Center for
successive five (5) year terms based upon each Center's initial effective
date, unless terminated in accord with Sections 4.2, 4.3, or 4.4, below.
Further, if either party desires to allow the Agreement to expire at the
end of the initial or any subsequent term, the party shall give written
notice of such intent to the other party at least One Hundred Eighty (180)
days prior to the end of that term."
F. SECTION 9.5 IS HEREBY DELETED AND REPLACED WITH THE FOLLOWING:
"9.5 ASSIGNMENT. Subject to the provisions related to successors set forth
below, neither this Agreement nor any duties or obligations under this
Agreement may be assigned or subcontracted by USCC, USCMC, PARTNERSHIP,
ROMG and/or USCCMGCA without the prior written consent of TPMG. TPMG
agrees that such consent shall not be unreasonably withheld. CONFIDENTIAL
TERMS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION Any material change of ownership or control of USCC,
USCMC, PARTNERSHIP, ROMG and/or USCCMGCA shall be deemed an assignment of
this Agreement requiring the prior written consent of TPMG. If DHS or a
Medi-Cal Plan's approval is required by law or Health Plan Medi-Cal
Contracts, assignment or delegation of this Agreement shall be void unless
prior written approval is obtained from DHS and/or such Medi-Cal Plan."
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
IN WITNESS WHEREOF, the parties have caused this Assignment and Amendment to be
executed by their respective duly authorized representatives as of the date set
forth below.
THE PERMANENTE MEDICAL GROUP INC. RADIATION ONCOLOGY MEDICAL GROUP, INC.
By: /s/ Xxxxxx Ing By: /s/ Xxxxx Xxxxxx
---------------------------------------- -------------------------------
Xxxxxx Ing, M.D., Director of Services Planning Name: Xxxxx Xxxxxx, M.D.
TPMG Medical Services Planning & Contracting -----------------------------
Date: 8/28/00 Title: President
------------------------------------- ----------------------------
Date: 8/30/00
-----------------------------
Reviewed By: /s/ Xxxxxxxx Xxxxxxxxxx
-------------------------------- USCC MEDICAL GROUP - CA, INC.
Xxxxxxxx Xxxxxxxxxx, Administrator
Med. Svcs. Planning & Contracting Support By: /s/ Xxxxx Xxxxxxxxx
Date: 8/30/00 -------------------------------
------------- Name: Xxxxx X. Xxxxxxxxx, M.D.
-----------------------------
Title: Medical Director
----------------------------
Date: 8/31/00
-----------------------------
USCC HEALTHCARE MGT. CORP.
By: /s/ X. X. Xxxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
-----------------------------
Title: President
----------------------------
Date: 9/1/00
-----------------------------
USCMC-USCC PARTNERSHIP
By:/s/ US Cancer Management Corp. Managing Partner
-----------------------------------------------
Name: W. Xxxxx Xxxxx
------------------------------
Title: President
----------------------------
Date: 8/28/00
-----------------------------
