Exhibit 10.86
CONSTRUCTION MANAGEMENT SERVICES
AGREEMENT
THIS CONSTRUCTION
MANAGEMENT SERVICES AGREEMENT (this “ Agreement
”) is made and entered into as of this 1
st
day of
February, 2007 to be effective as of October 1
st
, 2006
(the “ Effective Date ”) by and between Theriac
of Littlestown, LLC, a limited liability company (“
Owner ”) and Devoto Construction of Southwest
Florida, Inc. , a Florida corporation (“ Devoto
”).
RECITALS:
A. Owner is the owner of that
certain real property located at 41 S. Columbus Ave., Littletown,
PA (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.
C. Owner desires to
develop 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 ”) and
requires construction management services to ensure completion of
the Project.
D. Devoto has expertise in providing
construction management services.
E. Owner desires to retain Devoto to
oversee construction of the Project, act as a liaison between Owner
and all architects, engineers, contractors, suppliers and
government agencies and provide Owner with construction management
services regarding 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
CONSTRUCTION
MANAGEMENT
1.1 Construction Manager .
Owner does hereby employ Devoto as its sole and exclusive
construction manager for the Project. Devoto shall oversee
construction of the Project, act as a liaison between Owner and all
architects, engineers, contractors, suppliers and government
agencies regarding the Project and provide construction management
services including ensuring qualified engineers, architects,
contractors and suppliers are used, monitoring construction
schedules, on-site construction inspection, monitor compliance with
plans and specifications, review change orders, contract
administration, providing Owner with status updates and such other
management services related to the Project as is reasonably
necessary to ensure completion of the Project (the
“Services”).
1.2 Management Fee . Owner
shall pay to Devoto a management fee equal to 15% of the cost of
the Project which shall be payable in [quarterly]
installments during the process of the Project. Devoto’s fees
for its Services shall be invoiced to Owner and shall be payable by
Owner to Devoto within thirty (30) days of the date of the
invoice. Invoices not paid within such thirty (30) day time
period shall bear interest at the lesser of eighteen percent
(18%) or the maximum contract rate of interest allowable by
law.
1.3 Indemnity . Owner
recognizes and agrees that it is solely responsible for the design,
development and construction costs of the Project including without
limitation the costs of architectural, engineering, construction
and supplier goods and services rendered by third parties in
connection with the Project and Owner shall, at Owner’s sole
expense, indemnify, defend and hold Devoto harmless of, from and
against any and all such costs. This Section 1.3 shall survive
the termination or expiration of this Agreement.
1.4 Termin
