TO LEASE AGREEMENT FOR A GAMMA KNIFE UNIT
Exhibit
10.58
ADDENDUM
THREE
This
ADDENDUM THREE TO LEASE AGREEMENT FOR A GAMMA KNIFE UNIT (this “Addendum”) is
dated effective as of June 20, 2007, and is entered into between (i) GK
FINANCING, LLC, a California limited liability company (“GKF”), and (ii) SUNRISE
HOSPITAL AND MEDICAL CENTER, LLC, a Delaware limited liability company that is
qualified to do business in the State of Nevada, d/b/a/ Sunrise Hospital and
Medical Center (“Medical Center”), with reference to the following
recitals:
Recitals:
A. Medical
Center owns and operates an acute care hospital facility located at 0000 Xxxxx
Xxxxxxxx Xxxxxxx, Xxx Xxxxx, XX 00000.
B. On
June 3, 1999, GKF and Medical Center executed a Lease Agreement for a Gamma
Knife Unit, which Lease Agreement was amended by a certain Addendum dated
effective December 1, 1998, and a certain Addendum Two (“Addendum Two”) dated
effective January 17, 2007 (as amended, the “Lease”).
C. The
parties desire to further amend the terms and provisions of the Lease as set
forth herein.
NOW
THEREFORE, in consideration of the mutual covenants and agreements set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows:
Agreement:
1. Defined
Terms. Unless otherwise
defined herein, the capitalized terms used herein shall have the same meanings
set forth in the Lease.
2. Cobalt
Reload of the Equipment.
a. Cobalt
Reload. Pursuant to Section 14 of the Lease, and subject to
the terms and conditions set forth below, (i) GKF, at GKF’s cost and expense,
shall reload the Equipment with new cobalt-60 (the “Reload”), which Reload shall
be performed at the Site and shall include any required installation and
rigging; and (ii) GKF shall use its commercially reasonable efforts to perform
the Reload prior to December 31, 2007. It is anticipated that the
Equipment will be unavailable to perform procedures for approximately three to
four weeks due to the Reload process.
b. Medical Center
Support. In connection with the Reload, Medical Center, at
Medical Center’s cost and expense, shall provide GKF with Medical Center
personnel (including Medical Center physicists) and services upon request and as
required by GKF, among other things, to oversee, supervise and assist with
construction and compliance with local, state and federal regulatory
requirements and with nuclear regulatory compliance issues.
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c. Permits. Notwithstanding
the foregoing, the Reload shall be performed by GKF only after all necessary and
appropriate licenses, permits, approvals, consents and authorizations,
including, without limitation, the proper handling of the cobalt-60
(collectively, the “Permits”), have been obtained by Medical Center at Medical
Center’s sole cost and expense. The timing and procedure for the
Reload shall be as mutually agreed upon between the
parties. Notwithstanding anything to the contrary contained in the
Lease and/or this Addendum, GKF makes no representation or warranty to Medical
Center concerning the Reload, and GKF shall have no obligation or liability to
pay any damages to Medical Center resulting therefrom, including, without
limitation, any lost revenues or profits during the period of time that the
Equipment is unavailable to perform procedures due to the Reload
process
3. Per
Procedure Payment.
Notwithstanding
anything to the contrary contained in the Lease, for each of the “Increased Rent
Procedures” (as defined below), the per procedure payment set forth in Section 6
of the Lease shall be increased to * from * per
procedure. Immediately following the completion of the last Increased
Rent Procedure, the per procedure payment shall return to * per
procedure. As used herein, (i) the term, “Increased Rent Procedures”
shall mean the * procedures performed from and after the completion of the
Reload; and (ii) the term “procedure” shall mean each individual treatment
session (fraction) that involves stereotactic, external, single fraction,
conformal radiation, commonly called radiosurgery, that may include one or more
isocenters during the patient treatment session, delivered to any site(s)
superior to the foramen magnum, whether performed on an inpatient or outpatient
basis, using the Equipment and/or any other equipment or devices that are used
in lieu of, or as an alternative to, the Equipment. It is
acknowledged by the parties that the Increased Rent Procedures are intended to
allow GKF to recover its costs to perform the Reload. Nothing set
forth herein shall affect the per case reimbursement rates for medical radiation
physicist services payable to GKF pursuant to Addendum Two.
4. No
Responsibility for Additional Reloading. It is understood
by the parties that GKF is not responsible for any additional cobalt reloading,
except as expressly agreed upon in writing by Medical Center and
GKF. However, if Medical Center and GKF mutually agree in writing to
another cobalt reloading of the Equipment, then, the costs for such reloading
shall be shared equally between Medical Center and XXX.
0. Captions. The captions and
paragraph headings used herein are for convenience only and shall not be used in
construing or interpreting this Addendum.
6. Full
Force and Effect. Except as amended
by this Addendum, all of the terms and provisions of the Lease shall remain in
full force and effect.
7. Assignment. Pursuant to Section 24 of the Lease, GKF shall be
permitted at any time to assign any and all of its rights and obligations
under the Lease to its wholly-owned
subsidiary, provided that such all of such assigned obligations shall be
guaranteed by GKF.
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IN
WITNESS WHEREOF, the parties have executed this Addendum effective as of the
date first written above.
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GK
FINANCING, LLC
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SUNRISE
HOSPITAL AND MEDICAL CENTER, LLC
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By:
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/s/ Xxxxxx X. Xxxxx, M.D.
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By:
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/s/ Xxxxx Xxxx
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Xxxxxx
X. Xxxxx, M.D.
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Name:
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Xxxxx
Xxxx
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Policy
Committee Member
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Title:
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COO
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