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Exhibit
10.1
PLANNING MANAGEMENT
SERVICES AGREEMENT
THIS CONSTRUCTION
MANAGEMENT SERVICES AGREEMENT (this “ Agreement
”) is made and entered into as of this 15 TH day of June, 2007 to be effective as of
June 15 th
, 2007 (the “
Effective Date ”) by and between Theriac Enterprises
of Rancho Mirage, 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 40055 Bob Hope Dr., 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 23.5% of the
cost of the Project which shall be payable in [Monthly]
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 Termination . This
Agreement shall remain in effect until the Project is completed or
abandoned and may be terminated by either party prior to such time
upon thirty (30) days written notice to the other party or
immediately upon mutual writte
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