Exhibit 10.97


 


 


ASSIGNMENT AND
DELEGATION OF

PROVIDER SERVICES AGREEMENT

AND CONSENT TO ASSIGNMENT


 


This
Assignment and Delegation of Provider Services Agreement and Consent to
Assignment (hereinafter “Assignment”) is entered into effective as of October 1,
2003 between Professional Care Medical Group, IPA (hereinafter “ASSIGNOR”),
Prospect Medical Group (hereinafter “ASSIGNEE”), and Health Net, Inc.
Affiliates (hereinafter “HNI”)


 


RECITALS


 


WHEREAS, ASSIGNOR is a
signatory to that certain HNI Provider Services Agreement dated effective March
1, 1999 (hereinafter “the Agreement”) and subsequent amendments effective July
1, 2000, October 1, 2002 and April 14, 2003;


 


WHEREAS,
ASSIGNOR will merge with ASSIGNEE effective October 1, 2003 and ASSIGNEE will
be the surviving entity;


 


WHEREAS,
ASSIGNOR desires to assign its rights and delegate its duties under the
Agreement to ASSIGNEE;


 


WHEREAS,
ASSIGNEE desires to accept the rights and assume the obligations of ASSIGNOR
under the Agreement;


 


WHEREAS,
the Agreement requires the consent of HNI to the assignment of the Agreement;


 


WHEREAS,
HNI desires to agree to the assignment of the Agreement subject to the
conditions precedent stated herein;


 


NOW
THEREFORE, IT IS AGREED AS FOLLOWS:


 


I. ASSIGNMENT OF RIGHTS


 


1.01                    ASSIGNOR hereby assigns to ASSIGNEE all right, title, and interest in
and to the Agreement between ASSIGNOR and HNI, a copy of which is attached
hereto, said assignment to be effective as of October 1, 2003.


 


1.02                    ASSIGNEE hereby accepts assignment of the Agreement, effective as of
October 1, 2003 subject to all of the terms and conditions thereof.


 


1.03                    It is specifically understood and agreed that ASSIGNOR’S assignment to
ASSIGNEE of its rights under the Agreement includes the right to receive any
and all payments or consideration due thereunder from HNI notwithstanding the
fact that the right to payments or consideration may have accrued prior to the
effective date of this assignment.


 

















 


II. DELEGATION OF DUTIES


 


2.01                    ASSIGNOR hereby delegates to ASSIGNEE all of its duties and obligations
of performance under the Agreement between ASSIGNOR and HNI.


 


2.02                    ASSIGNEE hereby accepts delegation of and agrees to assume full
responsibility for performance of all duties and obligations under the
Agreement to the same extent as if it had been an original party thereto.


 


2.03                    It is specifically understood and agreed that ASSIGNOR’s delegation to
and ASSIGNEE’s acceptance of its duties and obligations under the Agreement
includes all duties and obligations of ASSIGNOR, notwithstanding the fact that
said duties and obligations may have accrued prior to the effective date of
this assignment and delegation.


 


III. CONSENT TO ASSIGNMENT & DELEGATION


 


3.01                    HNI hereby consents to the assignment and delegation of the Agreement from
ASSIGNOR to ASSIGNEE to be effective as of October 1, 2003.


 


IV. MISCELLANEOUS


 


4.01                    Further assignment of rights and duties under the Agreement shall occur
only upon the mutual written agreement of ASSIGNEE and HNI.


 


4.02                    It is understood and agreed that endorsements or amendments of the
Agreement, or both, may be necessary as a result of this Assignment and the
parties hereto agree to meet and confer in good faith and to execute any and
all endorsements or amendments of the Agreement, or both, which may be
necessary to effectuate the intentions of the parties hereto.


 

















 


IN WITNESS WHEREOF, the
parties hereto have executed this Assignment by their officers thereunto duly
authorized on the date and year first written above.


 


	
   

  	
  Health Net, Inc. Affiliates
  

  
	
   

  	
   

  
	
  DATE:

  	
   

  	
   

  	
  BY:

  	
  /s/ Jenni
  Vargas

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Jenni Vargas 9/22/03

  
	
   

  	
   

  	
   

  
	
   

  	
  TITLE:

  	
  Provider Network Management
  and

  Development Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Professional
  Care Medical Group, IPA

  Assignor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DATE:

  	
  9-3-03

  	
   

  	
  BY:

  	
  /s/ Shinto

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SHINTO

  
	
   

  	
   

  	
  (print name)

  
	
   

  	
   

  	
   

  
	
   

  	
  TITLE: 

  	
  Medical
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Prospect
  Medical Group

  Assignee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DATE:

  	
  9-3-03

  	
   

  	
  BY:

  	
  /s/ Peter G. Goll

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Peter G. Goll

  
	
   

  	
   

  	
  (print name)

  
	
   

  	
   

  
	
   

  	
  TITLE: 

  	
  Senior Vice
  President