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(c) Operating Partnership Agreement and
Purchase Agreement. RHS hereby
authorizes SCA Centers to execute on
behalf of the Partnership: (i) the
Operating Partnership's Partnership
Agreement; (ii) an agreement to acquire
the General Partner Interest (the
"Purchase Agreement"); and (iii) all
exhibits to the Purchase Agreement.
* * * * * * *
12. Management Agreement. The Operating
Partnership shall enter into a Management
Agreement with SCA Management Company, a
wholly-owned subsidiary of SCA ("Management")
whereby Management assumes full
responsibility for administering the day-to-
day operation of the ambulatory center in
accordance with the goals, policies and
objectives of the Operating Partnership. The
Agreement will be for a term of fifteen (15)
years with two (2) five (5) year extensions
at Management's sole discretion and will
provide Management with a fee equal to Six
Percent (6%) of the Operating Partnership's
gross revenues. Legal, accounting, travel,
lodging, meals and other such professional
services associated with the management and
administration of the ambulatory surgery
center shall be reimbursed to Management.
13. Quality Assurance Agreement. Management
shall enter into an [sic] Quality Assurance
Agreement with RHS whereby RHS will agree to
perform certain managerial and supervisory
quality assurance duties in connection with
the operation of the Center. The Quality
Assurance Agreement will continue from year
to year unless terminated by either of the
parties thereto. RHS will receive no fee
under the Quality Assurance Agreement during
the first year thereof and thereafter will be
paid a fee equal to one percent of gross
revenues as defined in such Agreement,
payable monthly.
* * * * * * *
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Last modified: May 25, 2011