Exhibit 10.47
PURCHASING
AGREEMENT
THIS PURCHASING
AGREEMENT (this “
Agreement ”) is made and entered into as of this
10 th day of February, 2005 to be
effective as of December 16, 2004 (the “ Effective
Date ”) by and between Palm Springs Radiation
Enterprises, LLC , a California limited liability company
(“ Owner ”) and Devoto Construction of
Southwest Florida, Inc. (“ Devoto
”).
RECITALS:
A. Owner is the owner of all that
certain real property located in the City of Palm Desert, Riverside
County (“ County ”), State of California, having
a street address of 77-840 Flora Road, Palm Desert, California, and
more particularly described on Exhibit “A” attached
hereto and made a part hereof (the “ Property
”).
B. Devoto is a wholly owned
subsidiary of Radiation Therapy Services, Inc., a Florida
corporation (“ RTSI ”), a developer and operator
of radiation therapy centers. Devoto has well-established
relationships with vendors of various equipment and other goods
necessary and used in the operation of radiation therapy
centers.
C. Owner is developing the Property
as a radiation therapy center meeting the standards and
requirements of RTSI for a radiation therapy center under its
21 st Century Oncology flagship brand (the
“ Project ”).
D. Owner wishes to appoint Devoto as
its purchasing agent for the purposes of arranging the purchase of
any and all equipment necessary for the operation of the Project as
herein provided.
NOW THEREFORE, in consideration of
the foregoing and for other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows:
SECTION 1
PURCHASING AGENT
1.1 Purchasing . Owner does
hereby employ Devoto as its sole and exclusive purchasing agent for
the specialty items necessary to equip a radiation therapy center,
which specialty items anticipated to be purchased in connection
with the Project is more particularly described in the schedule
attached as Exhibit “A” attached hereto and made a part
hereof. Such specialty items shall be purchased for Owner by Devoto
upon a schedule to be determined by Owner and Devoto. Owner shall
pay the actual cost of such specialty items as negotiated by Devoto
and shall further pay to Devoto a transaction fee on each item of
specialty items so purchased by Devoto of 20% of the actual cost of
same. Additionally, Owner shall pay all sales and use taxes imposed
on any such specialty
items in connection with the original purchase
thereof, as well as all shipping and handling charges for such
specialty items. Such specialty items shall be deemed to be sold
directly to Owner, and Devoto shall not be deemed an owner thereof.
Devoto’s compensation is for consulting services rendered in
connection with the selection of such specialty items, arranging
the purchase of same from vendors with whom Devoto has established
relationships, delivery of such specialty items and overseeing the
installation of same. Devoto’s fees for such services shall
be invoiced to Owner upon the ordering of any such specialty items
on Owner’s behalf pursuant to the terms hereof and shall be
payable by Owner to Devoto within thirty (30) days of the date of
each such invoice. Invoices not paid within such thirty (30) day
time period shall bear interest at the lesser of 18% or the maximum
contract rate of interest allowed by law.
1.2 No Representation or Warranty
by Devoto . DEVOTO MAKES NO WARRANTY OR REPRESENTATION
RELATIVE TO SUCH SPECIALTY ITEMS PURCHASED BY OWNER PURSUANT TO THE
TERMS HEREOF AND DEVOTO DOES HEREBY DISCLAIM ALL REPRESENTATIONS
AND WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY
IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE . Owner shall look solely to the manufacturer or vendor
of such specialty items as to any warranties associated therewith
and Devoto shall have no liability for the condition or fitness for
any of the specialty items purchased by Owner pursuant to the terms
hereof. Devoto shall not b
