AMENDMENT TO BUSINESS OPERATIONS AND SUPPORT SERVICES AGREEMENT
EXHIBIT 10.5
AMENDMENT TO
BUSINESS OPERATIONS AND SUPPORT SERVICES AGREEMENT
THIS AMENDMENT TO BUSINESS OPERATIONS AND SUPPORT SERVICES AGREEMENT (“Amendment”) dated as of November 15, 2006 by and between Phoenix Management Company, LLC, a Michigan limited liability company (“Manager”) and X-ray Treatment Center, P.C., a Michigan professional services corporation (“Medical Practice”).
RECITALS
WHEREAS, Manager and Medical Group are parties to that certain Business Operations and Support Services Agreement dated July 20, 1999 (the “Agreement”).
WHEREAS, pursuant to the Agreement, the Manager is responsible for general management and administration operations of the medical practices (the “Practices”) operated by Medical Group located at 23333-23337 Gratiot Avenue, Eastpointe, Michigan and 17435 Hall Road, Macomb, Michigan (the “Offices”).
WHEREAS, Manager’s obligations include owning, maintaining and/or providing Medical Group with equipment, fixtures and furnishings (collectively, the “Equipment”) at the Offices necessary for the operation of the Practices.
WHEREAS, the Michigan Department of Community Health (“MDCH”) issued two Certificates of Need (“CONs”) to Medical Group in connection with owning and operating the Equipment at the Offices.
WHEREAS, Medical Group desires to transfer to Manager, and Manager desires to accept from Medical Group, all of Manager’s right, title and interest in and to the CONs.
WHEREAS, the parties desire to amend the Agreement in accordance with the terms and conditions set forth below.
NOW THEREFORE, intending to be legally bound and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:
1. Defined Terms. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Agreement.
2. Section 5.1 of the Agreement is hereby amended to add the following at the end of Section 5.1:
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| Medical Group hereby agrees to transfer to Manager all of its right, title and interest in and to the Certificates of Need (“CONs”) issued by the Michigan Department of Community Health (the “MDCH”) originally issued to Medical Group relating to the Equipment at no additional cost to Manager (the “Transfer”). The parties acknowledge and agree that the Transfer of the CONs are intended to assist Manager in performing its obligations set forth in this Agreement and that the absence of consideration therefore has been determined by the parties through good faith to be fair and reasonable. Medical Group shall fully cooperate with Manager in all respects to effectuate the Transfer, including but not limited to execution of any documents deemed necessary by Manager or MDCH. |
3. Section 5.14 of the Agreement is hereby deleted in its entirety and replaced with the following:
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| 5.14 Recruitment of Physicians. Practice Manager shall coordinate recruiting of physicians including advertising for recruitment of Physicians to become shareholders, employees or independent contractors of the Medical Practice. It shall be a joint responsibility of Medical Practice and Practice Manager to interview, select, contract with, supervise, control, and terminate all Physicians performing Medical Services. Costs of recruiting not identified in the yearly budget on a continual basis shall be borne as an additional expense to the Medical Practice. |
4. Section 8.3 of the Agreement is amended to delete the second paragraph in its entirety.
5. Section 9.4 of the Agreement is hereby deleted in its entirety and replaced with the following:
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| 9.4 Notices. Any notice, demand, or communication required, permitted, or desired to be given under this Agreement shall be in writing and shall be deemed given if delivered in person or deposited in United States Mail, postage prepaid, registered or certified mail, return receipt requested, addressed to the parties as set forth opposite their respective names below: |
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| Medical Practice: | X-Ray Treatment Center, P.C. |
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| Attention: Michael J. Katin, M.D. |
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| 23333-23337 Gratiot Avenue |
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| Eastpointe, MI 48021 |
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| Manager: | Phoenix Management Company, LLC |
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| Attention: Daniel E. Dosoretz, M.D. |
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| 2234 Colonial Boulevard |
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| Fort Myers, FL 33907 |
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6. Ratification. Except as expressly modified by this Amendment, all of the terms and conditions of the Agreement shall remain in full force and effect.
7. Counterparts. This Amendment may be executed by the parties hereto in separate counterparts and both counterparts taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of November 15, 2006.
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| PHOENIX MANAGEMENT COMPANY, LLC | |
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| By: | /s/ David M. Koeninger |
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| Name: | David M. Koeninger |
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| Title: | Vice President |
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| X-RAY TREATMENT CENTER, P.C. | |
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| By: | /s/ Daniel E. Dosoretz |
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| Name: | Daniel E. Dosoretz, M.D. |
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| Title: | Vice President |
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