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, ▇▇▇▇▇▇▇ and
Tepperman Medical Group, Inc., d.b.a. USCC Medical Group - CA, Inc.
("USCCMGCA"), for Services provided at the Stockton Center (St. ▇▇▇▇▇▇
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. ▇▇▇▇▇▇) 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.
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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
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇., #▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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 ▇▇▇▇▇▇, SANTA ▇▇▇▇,
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: ▇▇-▇▇▇▇▇▇▇."
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 ▇▇▇▇▇▇ and Santa
▇▇▇▇ 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
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under the Agreement, as related to the San ▇▇▇▇▇▇ and Santa ▇▇▇▇
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: ▇▇-▇▇▇▇▇▇▇. 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 ▇▇▇▇ and San ▇▇▇▇▇▇
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 ▇▇▇▇ and San ▇▇▇▇▇▇ 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 ▇▇▇▇ and San ▇▇▇▇▇▇
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 ▇▇▇▇ and San ▇▇▇▇▇▇ 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
▇▇▇▇▇▇, Santa ▇▇▇▇ 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
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇., #▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
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 ▇▇▇▇ and San ▇▇▇▇▇▇ 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.
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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. CONFIDENTIAL TERMS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
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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 ▇▇▇▇ 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 ▇▇▇▇▇▇) AND EXHIBIT 3D SANTA ▇▇▇▇):
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 ▇▇▇▇▇▇ and
Santa ▇▇▇▇ 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
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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.
By: /s/ ▇▇▇▇▇▇ Ing
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▇▇▇▇▇▇ Ing, M.D., Director of Services Planning
TPMG Medical Services Planning & Contracting
Date: 8/28/00
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Reviewed By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
-------------------------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Administrator
Med. Svcs. Planning & Contracting Support
Date: 8/30/00
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RADIATION ONCOLOGY MEDICAL GROUP, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇, M.D.
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Title: President
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Date: 8/30/00
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USCC MEDICAL GROUP - CA, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, M.D.
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Title: Medical Director
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Date: 8/31/00
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USCC HEALTHCARE MGT. CORP.
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Title: President
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Date: 9/1/00
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USCMC-USCC PARTNERSHIP
By: US Cancer Management Corp. Managing Partner
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Name: By W. ▇▇▇▇▇ ▇▇▇▇▇
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Title: President
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Date: 8/28/00
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