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EXHIBIT 10.2
XXXX, XXXXXXXX & XXXXX ASSOCIATES
LEASE AGREEMENT WITH RADIATION THERAPY ASSOCIATES
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This Lease is made effective July 1, 1987, by and between XXXX,
SHERIDAN & THORN ASSOCIATES, a Florida general partnership, hereinafter called
"Lessor", and XXXXX, XXXXXXXX RADIATION THERAPY ASSOCIATES, P.A., a Florida
professional association, hereinafter called "Lessee".
W I T N E S S E T H:
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1. PREMISES. Lessor hereby leases to Lessee, and Lessee hereby leases
from Lessor, certain office space and professional medical facilities within the
building located at 0000 Xxxxxxxx, Xx. Xxxxx, Xxx Xxxxxx, Xxxxxxx consisting the
portion of the building described in Exhibit "A" which is attached hereto and
made a part hereof. The space, or allocation of shared general space, leased by
Lessee is herein referred to as the "Leased Premises".
2. TERM. To have and to hold the Leased Premises for a term of years,
beginning on the 1st day of July, 1987 (the "Effective Date") and ending on the
31st day of August, 1992, unless the term be sooner terminated as hereinafter
provided.
3. BASE RENT. Lessee shall pay as base rent for the Leased Premises the
sum of $250,001.52 per annum, payable in equal monthly installments of
$20,833.46 each, in advance, plus applicable sales tax, on the first day of each
month during the term hereof, commencing July 1, 1987, but subject to adjustment
as provided elsewhere herein.
4. INSURANCE AND REAL ESTATE TAXES PARTICIPATION. In addition to the
base rental specified above, Lessee shall pay to Lessor, as additional rental,
65.58% of all insurance costs for the building and all real estate taxes and
assessments which may be levied, assessed, imposed or charged upon the land or
improvements thereon of which the Leased Premises are a part for any Lease Year.
The 65.58% represents the percentage of total original cost for the space
occupied by Lessee. Such percentage of the real estate taxes and insurance
premium shall be paid to Lessor by Lessee upon receipt of written notice of the
amount due. As used herein, the term "Lease Year" shall mean the 12 month period
during the term of this Lease commencing on the Effective Date, or any
anniversary thereof, and terminating at the end of the day immediately preceding
the next successive anniversary of the Effective Date.
5. COST OF LIVING PROVISO. Effective on each August 1st during the
lease term and any renewals, including August 1, 1987, the annual base rent set
forth in paragraph 3 above shall
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be adjusted so that the then annual base rent is such sum of money as is
equivalent in purchasing power on such anniversary to the purchasing power of
the basic rate set forth in paragraph 3 above on August 1, 1986. The adjusted
annual basic rent shall be paid in twelve (12) equal monthly installments, each
monthly installment to be paid in advance on the first day of each month during
the term of this Lease or any extension thereof. Purchasing power shall be
measured by the Consumer Price Index, All Urban Consumers, United States City
Average, All Items (1967 = 100), as prepared and published by the Bureau of
Labor Statistics of the United States Department of Labor for the month of June,
1986 and for each June preceding each August 1st during the lease term. In the
event said consumer Price Index is discontinued or not available, the parties
shall accept comparable statistics on the purchasing power of the consumer's
dollar as published by a responsible periodical of recognized authority to be
chosen by Lessor. In the event of the use of comparable statistics in place of
the Consumer Price Index as above provided, or publication of said Index figures
at other than quarterly intervals, such appropriate revisions shall be made in
the method of computation herein provided as are necessary to carry out the
intent of this provision.
6. LESSEE'S USE. Lessee covenants and agrees to use the Leased Premises
solely for the purpose of a professional medical office, medical laboratory, or
radiation therapy unit. Lessee shall not use or permit upon the Leased Premises
anything that would invalidate any policy of insurance now or hereafter carried
on the building or property containing the Leased Premises (the "Property") or
that will increase the rate of said insurance, should Lessee violate this
covenant, Lessee shall pay as additional rent any increase in premiums for
insurance which may be charged during the term of this Lease on the amount of
insurance carried by Lessor on the Property as a result of such activities
carried on or occupancy of the Property by Lessee, whether or not Lessor has
consented to the same. Lessee shall not use or permit upon the said Leased
Premises any explosive or anything that may be damaging to life and limb. Lessee
shall not in any manner deface or injure the property or any part thereof, or
overload the floors of the Leased premises, and Lessee shall not permit any
objectionable noise or odors to escape or be emitted from the Leased premises or
do anything or permit anything to be done in any way tending to disturb any
other lessee or occupant of the Property or the occupants of neighboring
buildings. Lessee shall conform to and obey all laws, ordinances, rules,
regulations, requirements and orders of all governmental bodies or authorities
respecting its use of the Leased Premises.
7. BUILDING SERVICES. Lessee shall pay 65.58% of the charges for the
following services and expenses of the Property, unless separately and directly
billed by the service provider to Lessee:
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(a) Heating and air conditioning, gas, oil, and electricity used in
or on the Property.
(b) Janitorial services provided weekly, including such window and
floor washing and wall cleaning as may be reasonably required, and including
supplying and installing of paper towels, toilet tissue soap.
(c) All normal repairs, maintenance and upkeep of the Property,
including repairs of any special treatment of walls, partitions, floors or
ceilings.
Lessee shall pay 50% of the charges for water used in or about the
Property and 50% of the charges for lawn maintenance for the Property, and
Lessee shall pay 50% of the charges for reasonable maintenance of the grounds,
walks, driveways and parking lot which are a part of the Property, including the
removal of trash and rubbish and maintaining the parking lot and walks.
8. REPAIRS AND EXTRAORDINARY MAINTENANCE. Lessee shall pay the entire
cost to promptly make reasonably necessary and desirable structural and other
repairs to the Leased Premises (Lessee's portion) as advised from time to time
by notice from Lessor. Lessee shall pay all the costs of repairs or maintenance
to any fixtures or other improvements installed or made by or at the request of
Lessee. Replacement of the entire roof or similar extraordinary repair or
reconstruction of the Property shall be paid for by Lessee on the 65.58% basis.
9. PARKING. Lessor agrees to provide Lessee, together with other
tenants of the Property, parking privileges in the parking area adjacent to the
Leased Premises together with adequate ingress and egress thereto for use of
Lessee, its agents, employees, patients, customers and invitees.
10. NONLIABILITY. Lessor shall not be liable to Lessee, its officers,
agents or employees, for any theft, damage or injury occasioned by failure to
keep the Leased Premises heated or cooled, nor for any injury or damage arising
from the supplying or non-delivery of any utilities or services supplied to the
premises, or from acts of negligence or willfulness of co-tenants or other
occupants of the property, or their invitees or patients.
Without limiting any of the above, Lessee covenants and agrees that all
personal property of every kind and description that may at any time be at or in
the Leased premises shall be kept at or in the Leased Premises at the sole risk
of Lessee, or at the risk of those claiming under Lessee, and that Lessor shall
not be liable for any damage to said property or for any loss suffered by the
business or occupation of Lessee arising from the bursting, overflowing, or
leaking of water, sewer or steam pipes,
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or from the heating, air-conditioning or plumbing-fixtures, or from electricity,
or from gas or odors, or from other accident, fire or other casualty or theft,
or caused in any manner whatsoever.
11. CASUALTY LOSS. In the event of partial destruction of the Leased
premises by reason of fire, windstorm or other casualty, or by any cause not
within the reasonable control of Lessor, Lessee shall forthwith repair the
portion of the property leased by it at Lessee's expense but such partial
destruction shall not annul or void this Lease. Lessee shall provide sufficient
insurance protection to replace and repair its portion or the property. Any
excess insurance proceeds over the amount necessary to repair or restore the
Property shall be retained by Lessee.
12. ALTERATIONS. Lessee shall not make any alterations, decorations, or
improvements in or to the Leased premises or in or to the property or erect
signs upon the exterior or interior of the property without the prior written
consent of Lessor. All additions to or alterations of the Leased premises,
except movable furniture and trade fixtures, shall at once become a part of the
realty and belong to Lessor. Upon the termination or expiration of this Lease,
Lessee may, or upon demand of Lessor, Lessee shall remove all trade fixtures
and/or other personalty in the Leased premises and Lessee, at Lessee's cost
shall repair all damage caused by such removal. If removed equipment includes
lighting fixtures, Lessee shall restore and leave in operating order and with
operating bulbs or tubes the equivalent of the lighting equipment in the Leased
premises at the beginning of the term.
13. ABANDONMENT. Lessee shall not vacate or abandon the Leased premises
at any time during the term hereof. If Lessee shall abandon, vacate or surrender
the Leased premises or be dispossessed by process of law, or otherwise, any
personal property belonging to Lessee and left on or in the Leased premises
shall, at the option of Lessor, be deemed to be abandoned. Lessee shall quit and
surrender the Leased premises at the expiration or earlier termination of the
term in as good condition as existed on the date hereof, or in such better
condition as may exist at any period during the term hereof, ordinary wear and
tear and damage by fire and the elements excepted.
14. RE-ENTRY. Lessee shall permit Lessor and its agents to enter the
Leased Premises at all reasonable times for the purpose of inspecting,
maintaining and repairing the Leased premises or the property, without any
rebate of rent to Lessee for any loss of use or quiet enjoyment thereby
occasioned.
15. LIABILITY. Lessee shall hold Lessor harmless, and Lessor shall not
be held responsible for and is hereby expressly
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relieved, from any and all liability by reason of any injury, loss or damage to
any person or property in or about the Leased Premises, or such other places as
Lessee conducts its business or profession, however caused. Lessee shall carry
public liability and property damage insurance for this purpose in minimum
amounts of $500,000 for injury to one person and $500,000 for damage to
property. Lessee shall also provide and maintain a commercial excess liability
insurance policy of $2,000,000. Such insurance shall also include contractual
liability coverage. Lessee shall furnish to Lessor Certificates evidencing that
such insurance is in effect continuously during the term of this Lease and such
policies shall provide they may not be cancelled on less than thirty (30) days
notice to Lessor. Should Lessee fail to carry such insurance and promptly to
furnish Lessor with a copy of any such policy after notification from Lessor to
do so, Lessor shall have the right to obtain such insurance and collect the cost
thereof from Lessee as additional rent.
16. CONDEMNATION. If the whole or a part of the Leased Premises shall
be taken under the power of eminent domain, or shall be conveyed to a
governmental agency to avoid such taking, and such taking shall cause the
remaining part of the Leased Premises, if any, to be unsuitable and inadequate
for use by Lessee for the purposes for which the Leased premises were leased,
Lessee shall have the option to terminate this Lease on the date Lessee is
required to yield possession thereof. If a part of the Leased premises shall be
taken but the remaining portion of the Leased Premises is adequate for Lessee's
use, then this Lease shall terminate as to the part taken or conveyed on the
date Lessee shall yield possession and Lessor shall make such repairs and
alterations as may be necessary to make the part not taken usable, and the
rental payment hereunder shall be reduced in proportion to the part of the
Leased premises taken. All compensation awarded for such taking of the property
and Lessee's leasehold interest therein shall belong to and be the property of
Lessor without any deduction therefrom for any present or future estate of
Lessee and Lessee hereby assigns to Lessor all its rights, title and interest to
any such award. However, Lessee shall have the right to recover from the
condemning authority, but not from Lessor, such compensation, as may be awarded
to Lessee for moving and relocation expenses, and for depreciation to and
removal of Lessee's goods and trade fixtures.
17. LIENS. If, because of any act or omission of Lessee or anyone
claiming by, through, or under Lessees, any mechanic's or other lien shall be
filed against the Leased premises or the property or against Lessor (whether or
not such lien or order is valid or enforceable as such), Lessee shall, at its
own cost and expense, cause the same to be cancelled and discharged of record
within thirty (30) days after the date of filing thereof and shall also
indemnify and save harmless Lessor from and against any and all costs, expenses,
claims, losses or
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damages, including reasonable counsel fees, resulting therefrom or by reason
thereof.
18. DEFAULT. In the event of the failure of Lessee to pay rent promptly
or the failure of Lessee to comply with any of the other terms, covenants or
conditions of this Lease within thirty (30) days after written notice from
Lessor, or if Lessee shall abandon the Leased premises before the end of said
term, or if Lessee shall be adjudicated a bankrupt or insolvent according to
law, or if a creditor shall obtain an assignment of or attachment of or levy on
Lessee's interest herein, then and in any of said cases, Lessor may, in addition
to the exercise of any and all other rights and remedies available at law or in
equity, terminate without notice to Lessee and lawfully enter into the Leased
premises and repossess the same as of the former estate of Lessor, expel Lessee
and those claiming under and through Lessee, remove Lessee's effects, without
being guilty of any manner of trespass and without prejudice to any remedies
which might otherwise be used for arrears of rent or breach of covenants and
Lessee covenants that in case of such termination. Lessee will indemnify Lessor
against all loss of rent or other charges which Lessor may suffer during the
remainder of the then current term of this Lease.
19. ASSIGNMENT, SUBLETTING & SUBORDINATION. The Lessee shall not assign
this Lease or any interest hereunder, and shall not permit any assignment by
law, nor sublet the Leased premises or any part thereof, and shall not permit
the use of the Leased Premises by any party other than Lessee, its agents and
servants without first obtaining the written consent of Lessor. If assignment or
subletting is permitted by Lessor, Lessee shall remain liable for the payment of
all rent and the performance of all covenants of this Lease. However, Lessor
agrees that, if it approves the assignment of this Lease, Lessor will advise the
assignor (Lessee) within sixty (60) days after assignment whether Lessor will
forever release and discharge assignor from all future liability on said Lease.
Although Lessor shall retain the absolute right to reject or accept a proposed
new Lessee, sublessee or Assignee, any new Lessee, sublessee or Assignee shall
also meet the approval of a majority of all tenants of the property and each
Lessee agrees to abide by said approval procedure.
20. LESSEE'S COMPLIANCE WITH LAWS AND RULES. Lessee shall promptly
execute and comply with all statutes, ordinances, rules, orders, regulations and
requirements of the federal, state and city government and of any and all their
Departments and Bureaus applicable to the Leased Premises, for the correction,
prevention, and abatement of nuisances or other grievances, in, upon, or
connected with said premises during the lease term; and shall also promptly
comply with and execute all rules, orders and regulations of the Southeastern
Underwriters Association for the prevention of fires, at its own cost and
expense.
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21. BINDING EFFECT. Subject to paragraph 17 above, this Lease shall be
binding upon the heirs, administrators, executors or successors, corporate or
otherwise, of both Lessor and Lessee and shall inure to their benefit.
22. SHORT FORM. Should either Lessor or Lessee desire to record this
Lease, it is agreed they shall execute and deliver a Memorandum of Lease for the
purpose of recording and both parties agree that only such memorandum of Lease
shall be recorded.
23. GENERAL. This Lease and the Exhibits attached hereto set forth all
the covenants, promises, agreements conditions and understanding between Lessor
and Lessee concerning the Leased Premises. Wherever the singular number is used
herein, the same shall include the plural, and the masculine gender shall
include the feminine and neuter genders. One or more waivers of any covenant or
condition by Lessor shall not be construed as a waiver of a subsequent breach of
the same covenant or condition, and the consent or approval by Lessor to or of
any act by Lessee requiring Lessor's consent or approval shall not be deemed to
waive or render unnecessary Lessor's consent or approval by Lessor to or of any
similar act by Lessee. In the event any provisions of this Lease are rendered
invalid by the action of any governmental agency, such provision of this Lease
shall be deemed never to have been included herein and the balance of this Lease
shall continue in effect in accordance with its terms. The topical headings of
the several paragraphs are for the convenience only and do not define, limit or
construe the contents of such paragraphs or clauses. The remedies to which
Lessor may resort under this Lease are cumulative and are not intended to be
exclusive of one another or of any other remedy to which Lessor may be entitled
by law or in equity.
23.A. This lease cancels and supersedes any and all prior or existing
leases between Lessor and Lessee.
IN WITNESS WHEREOF the parties hereto have executed this Lease in
duplicate originals the day and year first above written.
Signed and acknowledged
the presence of: LESSOR:
/s/ Xxxxxx X. Xxx XXXX, XXXXXXXX & XXXXX ASSOCIATES
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as to all
/s/ Xxxxxxx Xxxxxxx By: /s/ Xxxxxxx X. Xxxx, M.D.
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as to all Xxxxxxx X. Xxxx, M.D., Partner
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/s/ Xxxxxxx X. Xxxx, M.D.
By:
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Xxxxxxx X. Xxxx, M.D., Partner
/s/ Xxxxxx X. Xxxxxxxx, M.D.
By:
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Xxxxxx X. Xxxxxxxx, M.D.
Partner
/s/ Xxxx X. Xxxxx, M.D.
By:
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Xxxx X. Xxxxx, M.D., Partner
/s/ Xxxxxx X. Xxxxxxxx, M.D.
By:
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Xxxxxx X. Xxxxxxxx, M.D.
/s/ Xxxxxxx X. Xxxxx, M.D.
By:
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Xxxxxxx X. Xxxxx, M.D.,
Partner
/s/ Xxxxxx X. Xxxxxx, M.D.
By:
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Xxxxxx X. Xxxxxx, M.D.,
Partner
/s/ Xxxxxxx X. Xxxxx, M.D.
By:
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Xxxxxxx X. Xxxxx, M.D.,
President
/s/ Xxxxxx X. Xxxxxxxx, M.D.
By:
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Xxxxxx X. Xxxxxxxx, M.D.,
Secretary
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EXTENSION OF LEASE DATED JULY 1, 1987
LESSOR: 0000 XXXXXXXX BUILDING ASSOCIATES
LESSEE: 21ST CENTURY ONCOLOGY, INC., formerly known as
XXXXX, XXXXXXXX RADIATION THERAPY ASSOCIATES, P.A.
Lessor and Lessee agree as follows:
1. That there is an existing Lease between 0000 Xxxxxxxx Building
Associates, as Lessor and Xxxxx, Dosoretz Radiation Therapy
Associates, P.A., as Lessee and an Extension of that Lease
which expires on the 31st day of
August, 1997.
2. The Lessor and Lessee agree that the lease will be extended
from August 31, 1997 through and including August 31, 2002.
3. The parties agree that Lessee has changed its name from Xxxxx,
Dosoretz Radiation Therapy Associates, P.A. to 21st Century
Oncology, Inc., who will hereafter be called the Lessee and
will be the Lessee under the Extension of
Lease.
4. Effective September 1, 1997, the rent will be $30,454.05 per
month plus Florida sales tax. Any increase in the rent will be
in accordance with the original lease, which is incorporated
herein and made a part of this Extension of Lease.
5. Except for the above changes in the lease, the lease is in
full force and effect and the terms and conditions of the
lease will be effective and binding on the parties hereto, as
well as the extension period of the lease.
IN WITNESS WHEREOF, the parties hereto have executed this Extension of
Lease, this 31st day of August, 1997, in Fort Xxxxx, Florida.
Witnesses: 0000 XXXXXXXX XXXXXXXX ASSOCIATES
/s/ /s/ Xxxxxx X. Xxxxxxxx, M.D.
by:
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/s/ Xxxxxx X. Xxxxxxxx, M.D.
General Partner of Partnership
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21st CENTURY ONCOLOGY, INC.
/s/ /s/ Xxxxxx X. Xxxxxxxx, M.D.
by:
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/s/ Xxxxxx X. Xxxxxxxx, M.D.
President
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