Exhibit 10.84


 


PERSONNEL
AND SERVICES AGREEMENT


 


This Personnel and Services
Agreement (the “Agreement”) made effective as of December 1, 2004, by and
between Imaging Initiatives, Inc., a New York corporation with its
principal offices located at 2234 Colonial Boulevard, Ft. Myers, FL 33907 (“Imaging”)
and 21stCentury
Oncology, Inc. a Florida corporation with its principal office located at
2234 Colonial Boulevard, Fort Myers, Florida 33907 (“21st Century”).


 


WHEREAS, Imaging
operates various facilities (the “Imaging Facilities”) where it provides
medical imaging services.


 


WHEREAS, 21st Century
provides personnel and administrative services in connection with the provision
of medical services.


 


WHEREAS, Imaging
desires 21st Century to provide it with administrative services and personnel
required by Imaging in connection with the provision of imaging services and
21st Century desires to provide such personnel.


 


NOW, THEREFORE, for and in
consideration of the mutual covenants herein contained, the parties hereto
agree as follows:


 


1. Personnel.


 


(a) 21st Century shall
provide the services of (i) an administrative assistant (ii) accounting
clerk and (iii) development staff to Imaging on a full-time basis in the
case of (i) and (ii) and on an as-needed basis in the case of (iii) (the
“21st Century Personnel”). 21st Century shall be
responsible for recruiting, training, managing, supervising, compensating and
terminating such 21st Century Personnel. 21st Century shall be responsible for
all salaries, fringe benefits, taxes and insurance necessary with respect to
such 21st Century Personnel. The 21st Century Personnel shall remain 21st
Century employees, and not Imaging employees.


 


(b) It is expressly
acknowledged by the parties hereto that 21st Century and the 21st Century
Personnel are “independent contractors” of Imaging and nothing in this
Agreement is intended or shall be construed to create with Imaging an
employer/employee relationship or/a joint venture relationship or to permit
21st Century to incur any obligation or enter into any agreement on behalf of
Imaging, or to allow Imaging to exercise control or direction over the manner
or method by which 21st Century or 21st Century Personnel performs the services
which are the subject matter of this Agreement. 21st Century understands and
agrees that Imaging will not make any payment to 21st Century or the 21st
Century Personnel and will not withhold on behalf of 21st Century or the 21st
Century Personnel any sums for income tax, unemployment insurance, social security,
or any other withholding pursuant to any law or requirement of any governmental
body relating to 21st Century or the 21st Century Personnel, or make available
to 21st Century or the 21st Century Personnel any of the benefits afforded to
employees of Imaging and that all of such payments, withholdings, and benefits,
if any, are the sole responsibility of 21st Century.


 


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2. Services.


 


21st Century shall also provide services related to
the provision of accounting, management and development services.


 


3. Payments.


 


(a) Imaging shall pay
21st Century an amount equal to Three Thousand Two Hundred Dollars ($3,200.00)
per month (the “Development Fee”). The Development Fee shall be payable by
Imaging to 21st Century on a monthly basis.


 


(b) Imaging shall
reimburse 21st Century on a pass-through basis for 21st Century Personnel who provide services solely
for Imaging, which reimbursement shall equal the actual cost incurred by 21st
Century in connection with the employment and retention of the 21st Century Personnel (the “Pass Through Amount”).
Imaging shall advance 21st Century Eight Thousand Five Hundred and Fifty
Dollars ($8,550.00) per month and settle the advances to the pass-through
amount on an annual basis. The Development Fee and the Pass Through Amount
shall be collectively referred to herein as the Administrative Fee.


 


(c) The Administrative
Fee shall be payable to 21st Century not later than the fifth (5th) day of each
month for services rendered in the prior month.


 


4. Insurance.


 


21st Century shall maintain
in full force and effect, at its own cost and expense, at all times during the
term of this Agreement, commercial and professional liability insurance
covering all risks and exposures arising out of the performance of services
pursuant to this Agreement by 21st Century or the 21st Century
Personnel.


 


5. Term and Termination
of Agreement.


 


(a) Term. This
Agreement shall be deemed effective as of December 1, 2003 and shall
remain in effect until November 30, 2006.


 


(b) Termination.


 


(i) Termination
by Agreement. In the event 21st Century and Imaging shall mutually agree in
writing, this Agreement may be terminated on the terms and date stipulated
therein.


 


(ii) Termination
on Notice of Breach of the Agreement. Either party may terminate this
Agreement upon thirty (30) days’ prior written notice to the other upon a
breach hereof, which breach has not been cured to the reasonable satisfaction
of the notifying party within such thirty (30) day period.


 


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(iii) Immediate
Termination. Notwithstanding anything herein to the contrary, either party
may terminate this Agreement immediately upon written notice to the other party
in the event (i) the other party fails to maintain the insurance required
hereunder; or (ii) the other party loses or has suspended its license or
other authority to perform its obligations hereunder which loss or suspension
is not stayed within thirty (30) days’ notice thereof.


 


(iv) Effects
of Termination. Upon termination of (his Agreement as herein above
provided, neither party shall have any further obligation hereunder except for:
(i) obligations accruing prior to the date of termination; and (ii) obligations,
promises or covenants contained herein which are expressly made to extend
beyond the term of this Agreement.


 


6. Miscellaneous.


 


(a) Governing Law.
This Agreement has been executed and delivered in and shall be interpreted,
construed and enforced pursuant to and in accordance with the laws of the state
of Florida, without consideration of principles of conflicts of law.


 


(b) Assignment.
No assignment of this Agreement or the rights and obligations hereunder shall
be valid without the specific written consent of both parties hereto,


 


(c) Waiver of Breach.
The waiver by either party of a breach or violation of any provision of this
Agreement shall not operate as, or be construed to be, a waiver of any
subsequent breach of the same or other provision hereof.


 


(d) Severability.
In the event any provision of this Agreement is held to be unenforceable for
any reason, the unenforceability thereof shall not affect the remainder of this
Agreement, which shall remain in full force and effect and enforceable in
accordance with its terms.


 


(e) Amendments.
Any amendments to this Agreement shall be in writing and shall be executed by a
duly authorized representative of each party.


 


(f) Entire Agreement.
This Agreement constitutes the entire Agreement between the parties relating to
the subject matter of this Agreement.


 


(g) Counterparts.
This Agreement may be executed in counterparts, each of which shall be
considered an original and all of which taken together shall constitute a
single instrument.


 


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IN WITNESS WHEREOF, the
undersigned have executed this Agreement as of this      day
of November 2003.


 


	
   

  	
  21ST CENTURY ONCOLOGY, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David M. Koeninger

  
	
   

  	
  Name:

  	
  David M. Koeninger

  
	
   

  	
  Title:

  	
  Vice President and Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
  IMAGING
  INITIATIVES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Howard S. Sheridan,
  M.D.

  
	
   

  	
  Name:

  	
  Howard S. Sheridan, M.D.

  
	
   

  	
  Title:

  	
  President and CEO

  



 


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