SERVICES AND BILLING AGREEMENT
This SERVICES AND BILLING AGREEMENT is effective as of this 1st day of
October, 1997, by and between MEDCATH OF TUCSON, L.L.C., a North Carolina
limited liability company ("Hospital"), and CCT, L.L.C., a North Carolina
limited liability company ("CCT") .
R E C I T A L S:
A. The Hospital owns certain real property located in Tucson, Arizona on
which it operates an acute care hospital (the "Hospital Building").
B. In property leased to CCT by the Hospital, CCT operates a cardiac
catheterization laboratory (the "Cath Lab"). The property in which the Cath Lab
is operated is leased from the Hospital pursuant to that certain Lease between
the Hospital and CCT dated as of the date hereof (the "Lease").
C. The Hospital and CCT wish to enter into this Agreement to govern certain
services and billing arrangements for such services provided by CCT.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Hospital and CCT hereby agree as follows:
1. Services and Billing.
A. From time to time during the term of this Agreement, CCT shall provide
to the Hospital and its patients all inpatient and outpatient cardiac
catheterization services which they may reasonably request from time to time
including without limitation those services identified on Schedule A attached
hereto (the "Services"). CCT shall be obligated to provide its Services in
accordance with reasonable rules, regulations and standards established from
time to time by the Hospital and in accordance with all applicable rules, laws
and regulations. It shall be the obligation of CCT to make its facilities and
equipment available from time to time in accordance with the scheduling
requirements of the Hospital. CCT shall require its employees to comply with the
rules, regulations and standards which the Hospital reasonably establishes from
time to time with respect to its own employees.
B. Hospital shall xxxx the technical fees for all patients of the Hospital
who receive Services at the Cath Lab. CCT hereby assigns to the Hospital the
right to xxxx the technical fees and collect payment for such services and CCT
shall not xxxx the patient directly. CCT agrees to promptly provide the Hospital
with all information and medical records necessary for Hospital to appropriately
xxxx for services provided at the Cath Lab.
2. Rates.
A. Included on Schedule A is a Flat Rate Fee Schedule for certain
procedures to be provided by CCT at the Cath Lab. CCT shall charge the Hospital
the Flat Rate as set forth on the attached Fee Schedule for those procedures
described therein for all Hospital patients who receive those procedures at the
Cath Lab. Any procedures provided to such patients which are not listed on the
attached Fee Schedule shall be charged by CCT on a fee-for-service basis at
CCT's reasonable, customary charges.
B. The Flat Rate Fee Schedule attached hereto as Schedule A shall be
effective through the termination of this Agreement subject to adjustment as
provided below. The Flat Rate Fee Schedule will be increased or decreased
annually based on the reasonable agreement of the parties hereto.
3. Payment. The Hospital shall pay to CCT for Services provided by CCT on
or before the fifteenth (15th) day of the month following the month that CCT
provided the Services to the patient.
4. Term. Subject to early termination as provided herein, the term of this
Agreement shall commence on October 1, 1997, and shall continue until October 1,
2003.
5. Termination; Default.
A. Termination of the Lease. This Agreement shall terminate upon
termination of the Lease for any reason.
B. Termination for Loss of Medicare Provider Status. This Agreement shall
terminate if CCT, the Hospital or the physicians who directly or indirectly own
or control CCT lose Medicare provider status or are excluded from Medicare so as
to prevent the Hospital from billing Medicare pursuant to this Agreement.
C. Termination on Alleged Substantial Violation. If a governmental agency
takes the written position that performance of this Agreement is in violation of
an applicable law, rule, regulation or ordinance which presents risk of loss of
JCAHO accreditation, governmental licenses required for operations,
qualification for payment by Medicare or payment by Medicare under this
Agreement, criminal penalties or substantial civil penalties or ongoing civil
penalties, and the alleged violation cannot be reasonably resolved by the
parties and the governmental agency after the parties' good faith attempts at
resolution, CCT or the Hospital may terminate this Agreement (without prior
arbitration), without liability, effective sixty (60) days after written notice
thereof. In that event, CCT's business and equipment may be purchased by the
Hospital based on their then current fair market value.
D. Post-Termination. Upon termination of this Agreement, each party shall
remain liable for any obligations or liabilities arising from activities carried
on by such party prior to the effective date of termination. Where immediate
termination of this Agreement is provided
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for, CCT shall, at the request of Hospital, continue to provide professional
services pursuant to all of the terms and conditions of this Agreement, until
such time as Hospital patients being treated by CCT no longer require its
services or have been transferred back to the Hospital.
E. Other Default. CCT and the Hospital shall have all other legal rights
and remedies for any default occurring under this Agreement.
6. Assignment.
This Agreement shall not be assigned separate and apart from the Lease and
shall be assigned by CCT or the Hospital with any assignment of the Lease and as
permitted under the Lease.
7. Utilization, Peer Review, and Records.
CCT shall participate in an integrated utilization review and peer review
procedure with the Hospital. CCT and the Hospital will modify the integrated
utilization review and peer review procedures, as necessary, to comply with
standards of the Joint Commission on Accreditation of Health Care Organizations
("JCAHO") and to permit the Hospital to xxxx for procedures as described in
Section 1. CCT will provide information reasonably requested by the Hospital so
the Hospital can maintain a complete clinical record of the services provided by
CCT.
8. Pharmacy. While such drugs are available, the Hospital will stock the
thrombolytic agents, TPA and Urokinase, for CCT's use. CCT will promptly provide
all information necessary for the Hospital to xxxx third party payors for these
agents. If the Hospital mixes these agents, any mixing shall be in accordance
with all Hospital protocols.
9. Indemnification.
A. Except to the extent any such loss is covered by Hospital's insurance
policies, CCT shall indemnify and hold the Hospital harmless from any and all
claims, demands, causes of action, losses, liabilities, judgments, damages,
obligations, costs or expenses (including attorneys' fees), arising out of or in
connection with any of the Services or other acts of CCT performed pursuant to
this Agreement, including, without limitation, any liability for the negligence
or malpractice of CCT or any of the employees, contractors or physicians
performing its obligations.
B. Except to the extent any such loss is covered by CCT's insurance
policies, the Hospital shall indemnify and hold CCT harmless from any and all
claims, demands, causes of action, losses, liabilities, judgments, damages,
obligations, costs or expenses (including attorneys' fees), arising out of or in
connection with any of the services or other acts of the Hospital performed
pursuant to this Agreement, including, without limitation, any liability for the
negligence or malpractice of the Hospital or any of the employees, contractors
or physicians performing its obligations.
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C. The indemnities contained in this Section 9 shall survive the
termination of this Agreement.
10. Notices. Any and all default notices required by this Agreement shall
be personally delivered or sent by regular first-class mail, postage prepaid,
addressed to a party at the address set forth herein, or at such other address
as it may designate to the other party in accordance with this paragraph. A
notice shall be deemed effective when mailed, or, if personally delivered, when
delivered. All notices to CCT shall be to CCT, L.L.C., at the addresses set
forth below or such other address or addresses as CCT may designate in writing
in accordance with this Section:
CCT, L.L.C.
c/o MedCath Incorporated
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Attn: President - Diagnostics Division
All notices to the Hospital shall be sent to the address set forth below or such
other address as the Hospital may designate in writing in accordance with this
Section:
MedCath of Tucson, L.L.C.
0000 X. Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: President of Tucson Heart Hospital
with a copy to: MedCath of Tucson, L.L.C.
c/o MedCath Incorporated
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Attention: President - Hospital Division
11. Access to Books and Records. Upon the written request of the Secretary
of Health and Human Services or the Comptroller General or any of their duly
authorized representatives, CCT will make available those contracts, books,
documents and records necessary to verify the nature and extent of the cost of
providing services under this Agreement. Such inspection will be available up to
four (4) years after the rendering of such services. If CCT carries out any of
the duties of this Agreement through a subcontract with a value of Ten Thousand
Dollars ($10,000.00) or more over a 12-month period with a related individual or
organization, CCT agrees to include this requirement in any such subcontract.
This Section is included pursuant to and governed by the requirement of 42
U.S.C. ss.1395x(v)(1) and the regulations promulgated thereunder. No
attorney-client, accountant-client, or other legal privilege will be deemed to
have been waived by either party or by virtue of this Agreement.
12. Compliance With Laws. The parties agree to comply with all applicable
laws, rules, regulations and ordinances relating to the performance of the
obligations required in this Agreement.
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13. No Contingencies. Nothing in this Agreement shall be deemed to require
CCT to use the Hospital or its related organizations, or to require CCT to use
any Hospital services, including inpatient, outpatient, or ancillary services,
or to prevent CCT or any of its owners from establishing staff privileges at,
providing services at, or referring patients to any other facility.
14. Arbitration; Mediation. Except where mediation is required in Section 2
above, any dispute, controversy or disagreement between the parties arising out
of or relating to this Agreement shall be submitted to and settled by
arbitration. Except as otherwise specifically provided herein, the arbitration
shall be concluded in accordance with the commercial arbitration rules then
existing of the American Arbitration Association whose decision shall be final
and binding on the parties hereto. Mediation pursuant to Section 2 above shall
be conducted by a single mediator, experienced in medical issues. If the parties
cannot agree upon a mediator, they shall each appoint an independent
representative within twenty (20) days of a request for mediation and the two
representatives shall select the mediator within twenty (20) days thereafter.
The mediation shall be conducted within twenty (20) days of the appointment of
the mediator.
15. Attorneys' Fees. The prevailing party in any litigation, arbitration or
other proceedings arising out of this Agreement shall be reimbursed by the other
party for all costs and expenses incurred in such proceedings, including
reasonable attorneys' fees.
16. Governing Law. This Agreement shall be governed by the laws of the
State of Arizona.
17. Entire Agreement. This Agreement and the Lease contain the entire
understanding of the parties and supersedes any prior understandings and
agreements, written or oral, respecting the subjects discussed herein.
18. Amendments. This Agreement may not be amended or modified except in
writing signed by the parties.
19. Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and
assigns.
20. Waiver of Provisions. The failure to enforce at any time any provision
of this Agreement or to insist on timely performance of any obligation contained
in this Agreement shall not be construed to be a waiver of such provision or of
any other provision or of the right to timely performance of all obligations
contained herein.
21. Severability. The invalidity of any portion of this Agreement shall not
affect the validity of the remaining portions which shall remain in full force
and effect.
23. Counterparts. This Agreement may be executed in counterparts, each of
which, when executed, shall be deemed an original.
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22. No Third-Party Beneficiary. Nothing in this Agreement shall be
construed as providing any rights to enforce this Agreement, or any rights to
otherwise enjoy the benefits of the terms of this Agreement, to any person or
entity not a party to this Agreement or expressly named as a third-party
beneficiary herein.
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IN WITNESS WHEREOF, the parties have entered into this Agreement on the
date and year first above written.
"HOSPITAL"
MEDCATH OF TUCSON, L.L.C.
By: /s/ Xxxxxx X. Xxxxxx
--------------------------
By: /s/ R. Xxxxxxx Xxxxx, Jr.
--------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
"CCT"
CCT, L.L.C.
By: Southern Arizona Heart, Inc.
By: /s/ R. Xxxxxxx Xxxxx, Jr.
--------------------------
Name: R. Xxxxxxx Xxxxx, Jr.
Title: Assistant Secretary
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Schedule A
CCT, L.L.C.
Fee Schedule
DRG Description CCT Billing Rate
--- ----------- ----------------
112 PTCA $4,241
112 Periph Angioplasty $4,241
112 EP $4,241
116 PTCA - Stent $5,341
115-118 Pacemakers $5,341
124 Cath w/complex diag $2,916
125 Cath w/o complex diag $2,066
Cath - outpatient $1,915
