Exhibit 10.47


 


Management Services Agreement


 


This Management Services
Agreement (“Agreement”) is made effective as of September 1, 2005 (the “Effective
Date”), by and between Coastal Radiation Oncology Medical Group, Inc., a
California corporation (“CROMG”) and Neuroscience Gamma Knife Center of
Southern California LLC, a California limited liability company (the “Company”)
and together with CROMG, the “Parties”.


 


WHEREAS, the Company is
engaged in the development, ownership and operation of medical facilities for
the provision of stereotactic radiosurgery treatments utilizing the Leksell
Gamma Knife (the “Treatments”);


 


WHEREAS, the Company
plans to operate a Gamma Knife medical facility in Thousand Oaks, California
(the “Center”);


 


WHEREAS, the Company desires
that the Treatments to be provided at the Center are supervised by Physicians
associated with CROMG who: (i) have a reputation for excellence in the
provision of radiation therapy services; (ii) have been trained in the
provision of the Services, (iii) will provide coverage of the Center on a
continuous and reliable basis, and (iv) will work with the Company to
ensure its compliance with and performance of its obligations as set forth in
the Service Agreement between Company and Los Robles Regional Medical Center (“Los
Robles”);


 


WHEREAS, CROMG is
engaged in the business of providing administrative, accounting, management and
human resource services for medical facilities throughout California;


 


WHEREAS; the Parties
intend that CROMG shall operate independently of the Company and its medical
facilities, subject only to the provisions imposed upon CROMG herein;


 


WHEREAS, the Parties
intend that CROMG shall provide medical supervision, management, accounting,
technical personnel, human resource management and administrative services to
Company subject to the provisions herein;


 


NOW,
THEREFORE, in consideration of the foregoing and the-mutual
undertakings set forth in this Agreement, the Parties agree as follows:


 


1.     Provision of Services and Technical Personnel


 


CROMG,
for and in consideration of the Fees hereinafter required to be paid and of the
covenants and agreements hereinafter mentioned, hereby agrees to provide
medical supervision, management, accounting, technical personnel and human
resource management to Company (in the aggregate, the “Services”).


 


2.     Term and Termination


 


The
initial term of this Agreement is two (2) years (the “Initial Term”),
commencing on the Effective Date and ending on the day prior to the second (2nd) anniversary of the Effective
Date. The Parties hereto shall have the option to extend the initial term of
this Agreement for an additional term of two (2) years, upon the terms and
conditions


 


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set
forth herein, not later than the date which is 30 days prior to the expiration
date of the Initial Term. This Agreement may be terminated by either party,
with or without cause, upon ninety (90) days prior written notice. This
Agreement will immediately terminate upon the filing of bankruptcy or entering
into receivership by Company.


 


3.     Exclusive


 


The
Parties agree that the Services will be provided to Company by CROMG on an
exclusive basis.


 


4.     Compensation


 


For
the Services rendered, Company shall pay to CROMG, within ten (10) days of
receipt of invoice, a monthly fee of Three Thousand Dollars ($3,000.00), plus
the direct payroll cost of any leased employees and the direct cost of any
outside services invoiced to CROMG during the preceding month. The cost of
leased employees shall include all taxes and fees paid by CROMG for employees.
In addition, for all employees receiving benefits from CROMG (i.e. health
insurance, dental insurance, life insurance, etc.) a factor of 30% of
direct payroll cost will be charged to the Company to estimate CROMG’s cost for
these benefits. For leased employees who are eligible for CROMG’s 401k benefit,
the actual amount of CROMG’s contributions and costs shall be charged to
Company as an additional fee.


 


5.     CROMG’s Responsibilties


 


(a)          Medical
Director Services - CROMG shall provide one or more Medical Directors
to Company. Each Medical Director shall be a Radiation Oncologist who is Board
Certified or Board Eligible by the American College of Radiology. The Medical
Directors shall provide supervision of clinical services delivered at the
Center, proctoring of other Radiation Oncologists, liaison with Neurosurgeons practicing
at the Center, supervision of clinical staff and the development of policies, procedures
and plans in coordination with Los Robles and its Medical Staff to ensure the
provision of consistent and high quality patient care and to assure that the
Company is meeting the patient care obligations defined in the Services Agreement
with Los Robles.


 


CROMG’s
compensation for Medical Director Services are included in its base
compensation. CROMG physicians (including Medical Directors) shall provide
direct care to patients at Center, and CROMG shall bill and collect separately
for these professional services.


 


(b)         Management
Services – CROMG shall provide to Company management
services to include contract, cash, human resources and financial management.


 


(c)          Accounting and
Financial Reporting – CROMG shall provide accounting and financial
reporting services to Company. This will include accounting for all revenue and
expenses, the development of monthly, quarterly and annual financial statements
and working with outside accountants to prepare annual tax returns and other
external reporting.


 


(d)         Purchasing and
Accounts Payable – CROMG shall provide materials management services
for Company and shall pay and account for all expenditures.


 


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(e)          Human Resource
Management – CROMG shall provide all human resource services
for Company to include recruiting, hiring, benefits management and leasing
employees to Company. All employees leased to Company shall be employees or
independent contractors of CROMG and as such shall be subject to CROMG’s
Personnel Policies and Procedures. Company shall be consulted on all hiring,
disciplining and salary decisions for leased employees but the final decision
rests with CROMG.


 


(f)            Other Services – CROMG shall
provide other services as reasonably requested in writing by Company. CROMG
shall determine the cost of the new service and will provide the proposed cost
to Company in writing. Once the Company has approved the new service and its
cost in writing, CROMG shall provide and charge for it.


 


6.     Company’s Responsibilities


 


(a)          Change in
Service Agreement – Company shall promptly notify CROMG of any
changes in the Service Agreement between Company and Los Robles (including
termination) that may impact the performance of CROMG under this Agreement.


 


(b)         Leased
Employees – Company shall promptly notify CROMG of any
performance problems with leased employees. CROMG will immediately investigate
any issues and take appropriate action to correct the problem.


 


(c)          Change in
Ownership – Company shall promptly notify CROMG of any change
of ownership effecting 10% or greater of the ownership interest of Company.


 


(d)         Insurance – Company
shall maintain at its sole expense, during the term of this Agreement, general
and professional liability coverage in amounts not less than $1,000,000 per
occurrence and $3,000,000 annual aggregate. Company shall name CROMG as an
additional insured under all such policies and provide CROMG Written evidence
of coverage.


 


7.     General Provisions


 


(a)          Change In Law – The Parties
recognize that this Agreement is at all times to be subject to applicable
local, state and federal statutory and common law, regulations of state and
federal agencies, and state and federal judicial and administrative decisions,
including without limitation, the Social Security Act and Rules and
Regulations of the Department of Health and Human Services, and Public health
and safety provisions of California law. The Parties further recognize that
this Agreement shall be subject to changes and amendments in the laws and
regulations and to the provisions of any new legislation, regulations and case
law affecting this Agreement. Any provisions of law or judicial or
administrative decisions that invalidate, or are otherwise inconsistent with,
the terms of this Agreement, or which would cause one of the Parties to be in
violation of law, shall automatically supersede the terms of this Agreement;
provided, however, the Parties shall exercise their best efforts to negotiate
an appropriate modification to the terms and conditions of this Agreement to
accommodate such provisions of law or judicial or administrative decisions and
to effectuate the existing terms and intent of this Agreement to the greatest
possible extent consistent with the


 


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requirements
of such law or decision. In the event that there shall be a change in the
Medicare or Medicaid Acts (or the general instructions relating thereto), or in
other federal, state or local laws or regulations (or the application thereof),
or the adoption of new legislation, or a change in any third-party payer
reimbursement system applicable to the provision of the Services, any of which
materially and adversely affects the compensation permitted to be paid to CROMG
for the provision of the Services, or if there is any other material change in
the facts, circumstances or assumptions of the Parties that substantially
alters the allocation of risks and rewards intended to be accomplished herein,
the Party so affected may by notice is given and if the Company and CROMG are
unable within 120 days to agree upon such amendment, the Parties shall submit
such matter to binding arbitration in accordance with this Agreement.


 


(b)         Independent
Contractors – The relationship between the Company and CROMG is
that of independent contractors, and none of the provisions of this Agreement
is intended to create, nor shall be construed to create, an agency,
Partnership, joint venture or employment relationship between the Parties.
Neither Party, nor any of its respective officers, member, employees or
independent contractors, shall, except as otherwise expressly permitted in this
Agreement, be deemed to be the agent, employee or representative of the other
Party by virtue of this Agreement.


 


(c)          Force Majeure – Neither
Party shall be deemed to be in default of this Agreement if prevented from
performing any obligation hereunder for any reason beyond its control,
including but not limited to, Acts of God, war, civil commotion, fire, flood or
casualty, labor difficulties, shortages of or inability to obtain labor,
materials or equipment, governmental regulations or restrictions, or unusually
severe weather. In any such case, the Parties agree to negotiate in good faith
with the goal of preserving this Agreement and the respective rights and
obligations of the Parties hereunder, to the extent reasonably practicable. It
is agreed that financial inability shall not be deemed a matter beyond a Party’s
reasonable control.


 


(d)         Notices – Any and all
notices, designations, consents, offers, acceptances, or other communications
required to be provided hereunder shall be in writing and delivered, either
personally or by overnight courier, or sent by certified mail, or by first
class mail, to the Parties at the addresses set forth below or such other
address as either Party may request by notice hereafter, and shall be deemed
given upon such delivery, or in the case of first class mail, on the third day
after posting of said mail.


 


	
  To Company:

  	
   

  	
  Neuroscience Gamma Knife
  Center of Southern California, LLC

  
	
   

  	
   

  	
  316 S. Stratford Ave.,
  Suite C

  
	
   

  	
   

  	
  Santa
  Maria, CA 93454

  
	
   

  	
   

  	
  Attn: CEO

  
	
   

  	
   

  	
   

  
	
  To CROMG:

  	
   

  	
  Coastal Radiation Oncology
  Medical Group, Inc.

  
	
   

  	
   

  	
  316 S. Stratford Ave.,
  Suite C

  
	
   

  	
   

  	
  Santa
  Maria, CA 93454

  
	
   

  	
   

  	
  Attn: CEO

  



 


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(e)          Entire
Agreement - This Agreement, together with the schedules
attached hereto and hereby incorporated into this Agreement by reference,
supersedes any and all other agreements, representations and understandings,
either oral or in writing, between the Parties with respect to the subject matter
of this Agreement. This Agreement may not be changed orally, and may only be
amended by an agreement in writing signed by both Parties.


 


(f)            Governing Law - This
Agreement shall be governed by, and construed and enforced in accordance with,
the laws of the State of California.


 


(g)         Severability - If any
provision of this Agreement shall be held by a court of competent jurisdiction
to be contrary to law, that provision shall be enforced to the maximum extent
permissible, and the remaining provisions of this Agreement shall remain in
full force and effect, except as otherwise provided in this Agreement.


 


(h)         Waiver - The failure
of a Party to insist upon strict adherence to any Agreement shall not be
considered a waiver of, or deprive that Party of the right thereafter to
enforce, that term or any other Term.


 


(i)             Rights
Unaffected - No amendment, supplement or termination of this
Agreement shall affect or impair any rights or obligations that shall have
therefore matured hereunder.


 


(j)             Successors - Subject to Section (j),
this Agreement shall be binding upon, and shall inure to the benefit of, the
Parties and their respective successors and assigns.


 


(k)          Further Actions - Each of the
Parties agrees to execute and deliver such further instruments, and do such
further acts and things, as may be reasonably required or useful to carry out
the intent and purpose of this Agreement and as are not inconsistent with the
terms hereof. In addition, the Parties agree to cooperate with one another in
the fulfillment of their respective obligations under this Agreement.


 


(l)             Captions - The captions
at the beginning of the several articles and sections of this Agreement are not
part of the terms and conditions of this Agreement but are only guides or
labels to assist in locating and reading such articles and sections. They shall
be given no effect in construing this Agreement.


 


(m)       Mediation and
Arbitration of Disputes - The Parties agree to meet in person, and
make a good faith attempt to resolve any disputes, or claims, or whatever
nature, arising out of, in connection with, or in relation to the
interpretation, performance or breach of this Agreement, or any resulting
transaction, before resorting mediation as provided herein (the “Initial
Resolution Meeting”). The Initial Resolution Meeting may be called by any Party
upon seven (7) calendar days’ written notice to the other parties. Such
notice shall be sent to all Parties by facsimile transmission and U.S. Mail.


 


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1.  In the event that the Parties are unable to
resolve the disputes at the Initial Resolution Meeting, the Parties agree to
mediate the unresolved Issue(s) before resorting to arbitration as
provided herein (the “Mediation”). The Mediation shall be administered by and
in accordance with the then existing rules and procedures of Judicial Arbitration & Mediation Services, Inc. (J.A.M.S.).
Mediation fees, if any, shall be divided equally among the parties involved.
The Mediation may not be initiated or conducted until after the Initial
Resolution Meeting has been conducted.


 


2.  Any action to enforce or interpret this
Agreement, or to resolve disputes with respect to this Agreement, shall be
determined by arbitration in accordance with California Code of Civil Procedure §§ 1280 through
1294.2 and any successor provisions thereto. Arbitration shall be the exclusive
dispute resolution process. Any party may commence arbitration by sending a
written demand for arbitration to the other parties, but only after the Initial
Resolution Meeting and the Mediation have been held, or the other Party has
breached its obligation to hold the Initial Resolution Meeting or Mediation.
Such demand shall set forth the nature of the matter to be resolved by
arbitration. The place of arbitration shall be in the County of Los Angeles,
California. The substantive law of the State of California shall be applied by
the arbitrator to the resolution of the dispute. The parties shall share
equally all initial cost of arbitration. The prevailing party shall be entitled
to reimbursement of attorneys’ fees, cost and expenses incurred in connection
with the arbitration. All decisions of the arbitrator shall be final, binding
and conclusive on all parties. Judgment may be entered upon any such decision in
accordance with applicable law in any court having jurisdiction thereof. The
arbitrator (if permitted under applicable law) or such court may issue a writ
of execution to enforce the arbitrator’s decision.


 


WE
HAVE READ AND UNDERSTAND THE FOREGOING, AND AGREE TO SUBMIT DISPUTES ARISING
FROM THE MATTERS INCLUDED IN THE “MEDIATION” ARBITRATION OF DISPUTES” PROVISION
TO AS SET FORTH ABOVE.


 


	
   

  	
    Initial (Company)

  	
   

  	
  

  	
  Initial (CROMG)

  



 


(n)         Attorneys’ Fees - In the event
that it is necessary for either Party to this Agreement to institute an action
(including any arbitration proceeding) to enforce any right granting hereunder,
or to redress the breach of any provision of this Agreement, then the
prevailing Party in such action, in addition to any other award made by the
Court, shall be entitled to an award of reasonable attorneys’ fees and costs
incurred in prosecuting such action and the enforcement of any judgment entered
in such action, all in an amount to be determined by the Court.


 


(o)         Interpretation - This
Agreement shall be interpreted fairly to carry out the intent of the parties
and any ambiguity shall not be construed against any Party.


 


(p)         Counterparts - This
Agreement may be executed in any number of counterparts which together shall
constitute the agreement of the parties.


 


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(q)         Authority - Each
individual executing this Agreement on behalf of a party hereto, by his or her
signature, represents that he or she maintains full authority on behalf of the
applicable party to execute this Agreement, and thereby bind the applicable
party to all covenants, duties and obligations contained herein.


 


(r)            Time - Time is
agreed to be of the essence with respect to this Agreement.


 


IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.


 


 


	
  “Company”

  	
   

  	
  “CROMG”

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEUROSCIENCE GAMMA KNIFE

  CENTER OF SOUTHERN
  CALIFORNIA,

  A California limited
  liability company

  	
   

  	
  COASTAL RADIATION ONCOLOGY

  MEDICAL GROUP, INC.,
  a California

  professional corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Robert
  D. Hesselgesser, MD

  	
   

  	
  By:

  	
  /s/ Jonathan R. Stella, MD

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Robert D. Hesselgesser, MD

  	
   

  	
  Name:

  	
  Jonathan R. Stella

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  President NGKCSC

  	
   

  	
  Title:

  	
  President CROMG

  



 


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