Exhibit 10.7
LEASE AGREEMENT
THIS INDENTURE OF LEASE, made as of May 21, 2001, by and between FORT
XXXXXX RADIATION ASSOCIATES, LLP, a Florida limited liability partnership
hereinafter called "Lessor", end 21ST CENTURY ONCOLOGY, INC., a Florida
corporation, hereinafter designated as "Lessee".
WITNESSETH:
The parties hereto, for themselves, their successors or assigns, hereby
covenant and agree as follows:
1. CONSIDERATION:
That for and in consideration of rents and deposits
hereinafter stipulated, and in consideration of the performance by Lessee of the
covenants hereinafter contained by the Lessee to be kept and performed, Lessor
agrees to let and demise unto the Lessee, those certain premises (the
"Premises") located in Okaloosa County, Florida, more particularly described in
Exhibit "A" attached hereto and incorporated herein by reference.
2. USE:
The Premises shall be used solely for a medical office and for
no other use or purpose.
3. TERM:
The term of this Lease is for a period of fifteen (15) years
commencing on May 21, 2001 and ending on May 31, 2016.
4. RENT:
Lessee agrees to pay the Lessor without demand or notice at
Lessor's office designated as 0000 Xxxxxxxx Xxxxxxxxx. Xxxx Xxxxx, XX 00000, or
such other places as Lessor shall from time to time designate, in writing, the
following rents for the aforesaid Premises for the term of this Lease, to wit:
a. RENT FOR THE LEASE TERM: The total rental for the
fifteen (15) year term of this Lease shall be the sum of $2,880,000.00, payable
by the Lessee in equal monthly installments of $16,000.00 each, on or before the
first day of each month, in advance, without any deduction or setoff whatsoever.
The foregoing notwithstanding, the monthly rental amount shall be adjusted for
each Lease Year (a Lease year shall be the period beginning on June 1st of each
year beginning June 1, 2002 and ending on May 31 of the ensuing year) by the
percentage increase in the Consumer Price Index ("CPl") for the period beginning
with the Consumer Price Index for the month of March preceding the commencement
of each Lease Year and ending with the Consumer Price index for the month of
March during the Lease Year in which the adjustment is to be made. Lessee shall
also be responsible for the payment to Lessor of any sales tax or use tax due in
connection with this Lease Agreement including any sales tax deemed to be due in
connection with any payments for property taxes and insurance paid directly by
Lessee. For purposes of this Lease, the Consumer Price Index to be utilized
shall be the Consumer Price Index published by the Bureau of Labor Statistics of
the U.S. Department of Labor, using the U.S. City Average, All Urban Consumers
(1967 = 100). In the event that the foregoing Consumer Price Index is no longer
published, then a comparable index which measures inflationary factors and the
corresponding decrease in the purchasing power of the U.S. Dollar, shall be
selected by Lessor and all future Consumer Price Index adjustments called for in
the Lease shall be based upon such index. In no event shall the rental amount be
decreased due to a decrease in CPl. Lessor shall notify Lessee in writing of the
amount of the increased Minimum Rent for any Lease Year. If Lessor fails to
notify Lessee of the amount of increase prior to the commencement of a new Lease
Year, Lessee shall continue paying the previously applicable monthly rental
installments until such time as Lessee is notified in writing of the appropriate
CPI increase in the monthly rent. Within thirty (30) days after receipt of
notification from Lessor of any CPI adjustment, Lessee
shall pay Lessor any deficiency in the monthly rental installments paid by
Lessee prior to such notification. In the event that this Lease shall commence
on a day other than the first day of the month, prorated rental shall be due on
the commencement date of the Lease for the period beginning on the commencement
date and ending on the last day of the month in which the Lease commences. In
the event that the term of this Lease shall end on a date other than the last
day of a month, the final rental payment shall be a prorated amount for the
period from the first day of the month to the Lease expiration date.
b. LESSEE'S OBLIGATION TO PAY RENT AFTER EXPIRATION OF
LEASE: If Lessee shall occupy the Premises with the express written consent of
Lessor after the expiration of this Lease or any extension thereof, and rent is
accepted from Lessee, such occupancy and payment shall be construed as a one
month extension in the term of this Lease and all other terms and provisions of
this Lease Agreement shall apply. If Lessee shall occupy the Premises without
the written consent of Lessor after the expiration of this Lease or any
extension thereof, Lessee shall be considered a tenant at sufferance subject to
immediate eviction and Lessee shall pay to Lessor twice the monthly rental
amount as specified in this Lease for any month or any portion of a month during
which Lessee continues to retain possession of the Premises. Lessee shall also
be responsible to Lessor for any damages suffered by Lessor as a consequence of
any holdover by Lessee.
c. DELINQUENT RENTAL PAYMENTS: Interest shall accrue on
any rental amounts (including any additional rental due hereunder) which are not
paid within ten (10) days of the due date at the rate of ten (10%) percent per
annum accrued from the due date until the date of payment.
5. OPTION.
Provided Lessee shall have faithfully performed and complied
with each and every term, condition and covenant herein contained during the
fifteen (15) year term of this Lease, Lessee shall have the option (upon one
hundred eighty (180) days prior written notice to Lessor, at its place of
business in Fort Xxxxx, Florida, sent via U.S. certified mail with return
receipt requested) to extend the primary term of this lease for one (1)
additional five (5) year period from the expiration date of the Initial fifteen
(15) year term at a rental rate adjusted and computed as set forth below. All
other terms and conditions of the Lease shall remain in full force and effect
during the five (5) year renewal period, except that the Lessee shall have no
further options to extend this Lease. The rent for the renewal period shall be
calculated as follows:
Adjusted Rent: During the first year of the five (5) year
renewal term, the monthly rental amount shall be the amount of
the monthly rental for the last lease year of the primary
lease term increased by the CPI in the manner described in
Paragraph 4(a) above. Monthly rental amounts for each
succeeding year of the renewal term shall be increased by the
CPI in keeping with the method set forth in Paragraph 4(a)
above. All such rental payments during the renewal term shall
be made, without any deduction or offset whatsoever, on or
before the first day of each month, together with any and all
sales or use taxes due thereon.
6. SECURITY DEPOSIT:
It is mutually agreed between the parties that no security
deposit is being required in connection with this Lease.
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7. CONDUCT OF BUSINESS:
a. PROPERTY RULES: At all times, Lessee shall conduct
its business in accordance with the reasonable rules, regulations and policies,
if any, as established by Lessor from time to time, and provided to Lessee in
writing.
b. COMPLIANCE WITH LAWS: Lessee shall use the Premises
solely for the aforestated purposes and shall occupy the Premises for no other
purpose or purposes and such use and occupancy shall be in compliance with all
applicable federal, state, and local governmental statutes, laws, rules,
regulations, and ordinances, including, but not limited to, the Americans With
Disabilities Act. Lessee shall indemnity, defend and hold Lessor harmless from
any and all claims or costs related to Lessee's violation of any federal, state
or local governmental statutes, laws, rules, regulations, and ordinances,
including, but not limited to, the Americans With Disabilities Act.
B. SUBLETTING:
Lessee shall not sublet or assign this Lease to any person,
partnership, company, corporation, association, agency or governmental entity
without Lessor's prior written approval in each instance, which approval shall
not be unreasonably withheld. Any transfer, assignment, subletting or subleasing
approved by Lessor shall not relieve the Lessee from the Lessee's obligations,
liabilities and duties created under this Lease
9. INSPECTIONS AND ALTERATIONS BY LESSOR:
Lessor reserves the right from time to time, and without any
duty to do so, to make inspections of the Premises and to make any repairs,
modifications or alterations to the Premises which Lessor may deem advisable.
Except in the event of emergency or abandonment of the Premises by Lessee,
Lessor agrees to give Tenant advance telephonic notice of inspections or other
entry upon the Premises.
10. ALTERATIONS BY LESSEE:
Lessee accepts the Premises in "as is" condition upon tender
of the Premises by Lessor and Lessee shall not make or cause to be made any
structural alteration, addition or improvement without first obtaining the
written approval and consent of Lessor. If Lessee wishes to make structural
alterations, Lessee shall make any and all alterations or changes at Lessee's
cost and expense after first obtaining Lessor's written approval of plans and
specifications. The interest of Lessor under this Lease shall not be subject to
liens for improvements made by Lessee. Lessee hereby agrees to indemnify, defend
and hold Lessor harmless from and against any and all liens, costs, damages,
expenses and losses which may be suffered by Lessor resulting from any actions
taken by Lessee for the alteration, improvement, repair or maintenance of the
Premises. Lessee shall be responsible for obtaining any and all permits for
approved alterations, improvements, repairs and maintenance to the Premises.
11. LESSOR'S CONSENT TO ADVERTISING:
Lessee will not place or maintain on any exterior door, wall
or window of the Premises, or the building housing the Premises, any sign,
awning or canopy, or advertising matter of any kind or nature without first
obtaining the written approval of Lessor.
12. OWNERSHIP OF IMPROVEMENTS:
All additions, alterations and improvements made in or to the
Premises shall become the property of the Lessor and shall be surrendered with
the Premises at the termination of this Lease. Lessee shall not be required to
remove or restore any improvement or alteration to the Premises which Lessor
shall authorize and approve in writing. Lessee shall have the right to remove or
replace its
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movable trade fixtures, provided Lessee is not in default under the provisions
of this Lease and Lessee repairs any damage caused by such removal or
replacement.
13. MAINTENANCE OF INTERIOR OF BUILDING ON PREMISES:
Lessee shall keep the interior of the building on the Premises
in good, sound, clean, tenantable condition and repair during the term of this
Lease or any extension thereof. Lessee's maintenance obligation shall include,
but shall not be limited to, responsibility for maintaining the walls, windows,
window glass, screens, appliances, light fixtures, elevators, plumbing fixtures,
doors, floors, electrical system, plumbing system, air conditioning and heating
equipment (including any exterior compressors) and all other components of the
interior of the Premises in good repair at all times. Lessee shall arrange for
pest control service for the Premises on a regular basis during the term of this
Lease.
14. MAINTENANCE OF EXTERIOR OF PREMISES:
Lessee shall be fully responsible for all repairs and
maintenance of the exterior of the building on the Premises and all other
exterior areas of the Premises. Lessee shall keep the walkway in front of the
building on the Premises together with the parking areas on the Premises clean
and free of all debris. No equipment, merchandise or other materials shall be
stored or kept anywhere outside of the building on the Premises. Lessee
acknowledges that the maintenance and repair of the foundation, structural walls
(including all exterior surfaces) and the roof of the building on the Premises
is the responsibility of Lessee and that Lessor has no responsibility for the
maintenance and repair of the building, the parking lots or any other areas of
the Premises. It is clearly understood between Lessor and Lessee that Lessor has
no obligation for repairs of any kind, nature or description (whether interior
or exterior) unless otherwise set forth within this Lease. Lessee shall repaint
the building on a regular basis and shall reseal and restripe the parking lot on
a regular basis, all in keeping with good building maintenance practices. Lessee
shall maintain all landscaping and grassy areas surrounding the building in a
neat and businesslike manner.
15. LIABILITY INSURANCE:
Lessee, prior to occupancy, agrees to provide public liability
insurance, insuring the interests of both Lessee and Lessor against all claims
and demands made by any person or persons whatever for injuries to persons or
property in connection with the operation and maintenance of the Premises and
the business operated therein by Lessee. Said policies shall provide insurance
coverage to the extent of not less than $3,000,000.00 property damage for each
accident or occurrence, and coverage to the extent of not less than
$3,000,000.00 to cover any single or specific injury to any one person and to
the extent of not less than $5,000,000.00 to cover a claim of injury or damage
from any particular accident or occurrence and the total aggregate of claims
that may arise or be claimed to have arisen against Lessor or Lessee from such
occurrence. Lessee shall also carry a $5,000,000.00 umbrella public liability
policy which shall provide coverage for both Lessor and Lessee. Prior to
occupancy, Lessee shall deliver to Lessor copies of any policies, receipts for
payment of premiums and certificates of insurance Issued by the insurance
company or the insuring agent, clearly showing Lessor and, if requested,
Lessor's mortgagee(s) as an additional insured under said policies. Lessee shall
be responsible for providing Lessor with evidence of renewal of said liability
policy or policies at least fifteen (15) days prior to the expiration of any
existing policy term.
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16. INDEMNITY:
In addition to the liability insurance requirements set forth
in the paragraph above, Lessee shall indemnify and hold Lessor harmless from and
against any and all claims, suits, actions, damages and/or causes of action
arising during the term of this Lease for any personal injury, loss of life
and/or damage to property sustained in or about the Premises by reason of, or as
a result of, Lessee's occupancy thereof or arising or resulting from the acts or
omissions of Lessee. This indemnification and hold harmless shall include, but
shall not be limited to all orders, judgments and/or decrees which may be
entered against Lessor, and shall apply to all costs, counsel fees, expenses and
liabilities incurred in connection with the defense of any claim against Lessor
and the investigation thereof. This provision shall survive the expiration or
earlier termination of this Lease.
17. FIRE AND CASUALTY INSURANCE:
Lessee shall, at Lessee's expense, be responsible for
obtaining Insurance coverage for the Premises and for Lessee's contents in the
Premises together with coverage for any improvements within or without the
Premises which were constructed for Lessee or are the responsibility of Lessee.
Lessor and any mortgagee of Lessor shall be named an additional insured on such
policies to the extent Lessor's interest appears, and Lessee shall provide
Lessor with a copy of the insurance policy showing Lessor and Lessor's
mortgagees to be an additional insured under the policy together with a copy of
the paid receipt for the insurance and an original certificate of insurance
issued by the insurance company or the insuring agent. Lessee shall be
responsible for providing Lessor with proof of renewal of said insurance at
least fifteen (15) days prior to the expiration of any existing policy term. It
is clearly understood by Lessee that Lessor shall have all rights and interest
in, or claim to, all fire or casualty insurance policy proceeds attributable to
the Premises, including all buildings and leasehold improvements. Lessee's
interest in casualty insurance proceeds shall be limited to Lessee's personal
property and business equipment which Lessee would be entitled to remove upon
the expiration of this Lease.
18. DAMAGE OR DESTRUCTION OF THE PREMISES:
a. PARTIAL DESTRUCTION OF THE PREMISES: In the event of
a partial destruction or damage of the Premises in which all or a portion of the
Premises remain tenantable and none of the conditions in Paragraph 18(b) are
applicable, this Lease shall not terminate and the rental for the Premises shall
not xxxxx during the pendency of repairs to the Premises.
b. TOTAL DESTRUCTION OF THE PREMISES: In the event of a
destruction or damage of the Premises to the extent such that Lessee is not able
to conduct its business on the Premises, or in the event of a partial
destruction for which the then current zoning ordinances of Okaloosa County,
Florida prohibit the issuance of the necessary permits to effect the repairs to
the Premises, this Lease may be terminated at the option of either the Lessor or
Lessee. The option to terminate shall be effective upon written notice by either
party to the other within twenty (20} days after destruction (if total
destruction) or, in the event of partial destruction, twenty (20) days after it
becomes apparent that necessary permits for the repairs cannot be obtained.
Lessee shall surrender possession within twenty (20) days after such notice is
issued, and each party shall be released from all future obligations hereunder,
and Lessee shall pay pro rata rental only to the date of such destruction. This
provision shall not serve to relieve Lessee of any financial responsibilities of
Lessee existing or arising prior to the date of destruction and shall not
relieve Lessee from its obligations pursuant to Paragraph 16 hereof.
c. RESPONSIBILITY FOR REPAIRS: It is clearly understood
and agreed that the responsibility for repair of the Premises rests with Lessee.
Lessor shall not be responsible for any repairs to the Premises, provided,
however, if the Premises are to be reconstructed, Lessor shall make available
insurance proceeds paid to Lessor on account of the destruction for purposes of
reconstruction of the Premises. It is clearly understood that Lessee shall carry
adequate insurance to rebuild and reconstruct Lessee's interior improvements and
any other improvements serving the Premises. Any agreement of
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Lessor to permit Lessee to rebuild the Premises shall be expressly contingent
upon the approval of any mortgagee(s) of Lessor and the release of insurance
proceeds by such mortgagee(s).
19. DAMAGE BY WATER:
Lessee assumes all risk of damage to Lessee's property that
may occur by reason of water or the bursting or leaking of any pipes within or
without the Premises, or from any act of negligence of any other person or
persons. Lessee further assumes any and all risk of damage to Lessee's property
occurring from any acts of God, including fire, hurricane or other natural
calamity or disaster.
20. SUBORDINATION:
This Lease shall at all times be subject and subordinate to
any mortgage (which term shall include any financing statement) which now
encumbers the Premises or which may hereafter be made on account of any bona
fide loan placed on the Premises by the Lessor. Said subordination shall be to
the full extent of all debts and charges secured thereby and shall extend to any
renewals and extensions of all or any part thereof. Lessor shall have the right,
at any time, to subject the property to the encumbrance of mortgage indebtedness
and the Lessee agrees, upon request, to execute any certificate, estoppel or
subordination documents which Lessor's lender may deem necessary in connection
with obtaining and closing any mortgage indebtedness which Lessor desires to
place upon the Premises.
21. DELIVERY OF PREMISES TO LESSOR:
At the expiration of the term hereof, Lessee shall quietly and
peaceably deliver the Premises to the Lessor in the same repair and condition in
which it was originally received, ordinary wear and tear excepted. The Premises
shall be broom clean and shall be free of defects, with all mechanical systems
of the Premises being fully operational and in good working order.
22. DEFAULT BY LESSEE:
If Lessee shall default in the payment of any rents reserved
hereunder for more than ten (10) days following the due date, or in the payment
of any additional rental amounts or sums which Lessee agrees to pay pursuant to
the terms and provisions of this Lease for more than ten (10) days following the
due date (or if no due date is stated, for more than ten (10) days following
written demand); or if any execution, attachment or other process shall be
issued against Lessee or any of Lessee's property by which the Premises could be
taken, occupied or attempted to be taken and occupied by someone other than
Lessee; or if Lessee shall default under any of the terms and conditions of this
Lease; Lessor, in addition to any other remedies available at law or in equity,
shall be entitled, at Lessor's election, to the following remedies:
a. Lessor may, in accordance with Florida law, re-enter
the Premises and dispossess Lessee or its legal representatives, successors or
assigns, and remove the personal property of the Lessee, at Lessee's expense, in
which event Lessor shall have the right to immediately collect from Lessee the
full amount of all rent and other charges which are due or are to become due to
Lessor for the remaining unexpired term of the Lease; or,
x. Xxxxxx may take possession of the Premises and
sublease the same for the benefit of Lessee and collect from the Lessee all
expenses of Lessor in retaking, repairing, modifying, advertising and re-letting
the Premises, together with any shortfall in the amounts due and owing to Lessor
pursuant to this Lease. In the event that Lessor shall release the Premises for
the benefit of Lessee. Lessor shall apply any rents received from any sublessee
in the following order: (i) the costs, including court costs and reasonable
attorneys' fees of expelling Lessee from the Premises; (ii) the costs of
advertising the Premises for rent; (iii) the costs of any repairs or
modifications necessary to place a
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sublessee within the Premises; (iv) the repair of any damage to the Premises
caused by Lessee; and (v) the payment of the rental amounts due under this
Lease.
23. NON-MONETARY DEFAULTS:
If Lessee defaults in fulfilling any of the covenants of this
Lease, other than the payment of rent and other monies due under this Lease,
Lessor shall give Lessee written notice of such default, and if Lessee shall not
have cured, or undertaken to cure, the default within ten (10) days after
delivery or attempted delivery of said notice, this Lease and the term hereunder
shall, at the option of Lessor, expire as completely and fully as if this Lease
had run its full term and Lessee shall quit and surrender the Premises,
provided, however, Lessor shall have all remedies as provided under Paragraph 22
above for the collection of all present or future amounts due and owing to
Lessor under the terms of this Lease. The foregoing provisions of this Paragraph
23 notwithstanding, in the event of a non-monetary default involving a threat to
the health, safety and welfare of the building occupants or in the event of a
cited code violation, Lessor shall be entitled to undertake correction of the
default, at Lessee's expense, at any time, whether before or after the
expiration of the ten (10) day period. Any amounts expended by Lessor to correct
the default shall be considered additional rent which shall be immediately due
and payable to Lessor upon demand.
24. LESSOR'S DEFAULT:
In the event any performance is required of Lessor under this
Lease, the Lessor shall not be deemed in default with respect to the performance
of any of the terms, covenants and conditions of this Lease to be performed by
Lessor if the same shall be performed within forty-five (45) days after written
notice from Lessee to Lessor. In the event Lessor's performance cannot
reasonably be completed within forty-five (45) days, the time period shall be
automatically extended by a period of time which is reasonable under the
circumstances. The foregoing notwithstanding, the Lessor shall not be deemed in
default with respect to the performance of any of the terms, covenants and
conditions of this Lease to be performed by Lessor if the same shall be due to
any strike, lockout, civil commotion, warlike operation, invasion, rebellious
hostilities, sabotage, governmental action, regulations or controls, inability
to obtain any material, service or financing, acts of God or other cause beyond
the control of Lessor.
25. SEVERABILITY:
The invalidity or unenforceability of any provisions of this
Lease Agreement shall not affect the other provisions hereof and this Agreement
shall be construed in all respects as if such invalid or unenforceable
provisions were omitted.
26. NOTICE:
Whenever notice is required to be given hereunder, it is
agreed that written notice sent by certified mail, return receipt requested, or
delivered by hand or by overnight courier service to 0000 Xxxxxxxx Xxxxxxxxx,
Xxxx Xxxxx, Xxxxxxx 00000, shall constitute sufficient notice to the Lessee.
Written notice sent by certified mail, return receipt requested, or delivered by
hand or by overnight courier service to the Lessor at the place last designated
as the place at which rental payments are to be made, shall constitute
sufficient notice to the Lessor. Where the Lessee shall consist of more than one
party, notice to one shall constitute notice to all. Notice hand delivered to
Lessor or Lessee shall be deemed received upon delivery. Notice delivered by
overnight courier service shall be deemed received on the day following posting.
Notice sent by certified mail shall be deemed received three (3) days following
posting.
27. ATTORNEYS' FEES AND EXPENSES:
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In the event Lessor is joined as a party in any law suit or
other legal proceedings or legislative or administrative hearing arising out of
or resulting from this Lease, or arising from Lessee's occupation of the
Premises, or in the event Lessee defaults under any of the terms or conditions
of this Lease and Lessor engages an attorney to enforce performance thereof, or
to evict the Lessee, or to collect monies due from the Lessee or to perform any
service as a result of said default, then, in any of said events, whether suit
be brought or not, the Lessee agrees to pay reasonable attorneys' fees and all
expenses and costs incurred by the Lessor pertaining or relating to any one or
more of said occurrences.
28. CONDEMNATION:
If the whole or any substantial part of the Premises (making
the Premises substantially untenantable for Tenant's purposes) shall be acquired
or condemned by eminent domain for any public or quasi-public use or purpose, or
in the event Lessor shall convey or otherwise alienate all or part of the
Premises to a public or quasi-public body In anticipation of condemnation or the
exercise of eminent domain, then, and in that event, the term of this Lease
shall cease and terminate upon the date that title vests in the public or
quasi-public body and Lessee shall have no claim against Lessor or, to the
extent such claim would reduce Lessor's award, against the condemning authority
for the value of any unexpired term of said Lease or for the value of any
improvements made to the Premises at the expense of Lessee.
29. UTILITIES:
All utilities serving the Premises shall be obtained xxx
Lessee at Lessee's sole cost and expense.
30. HAZARDOUS WASTE INDEMNIFICATION:
Lessee agrees that it will not, in its use of the Premises,
dispose of or release or allow to be disposed of or released any gasoline, oil
or petroleum derivatives, paint products, toxic substance, hazardous substance,
solid waste, wastes, or contaminant on the Premises (the terms "hazardous
substance" and "release" shall have the meanings specified in the Federal
Comprehensive Environmental Response, Compensation and Liability Act of 1980
("CERCLA"), as amended from time to time, also known as "Superfund", the terms
"solid waste" and "disposal", "dispose" or "disposed" shall have the meanings
specified in the Federal Resource Conservation and Recovery Act of 1976
("RCRA"), as amended from time to time, and the terms "wastes" and "contaminant"
shall have the meanings specified in the State of Florida's 1974 Resource
Recovery and Management Act ("RRMA"), as amended from time to time, except that
if such acts are amended or other rules, regulations or statutes are enacted to
broaden the meanings thereof, the broader meaning shall apply herein).
Lessee hereby agrees to defend, indemnify and hold Lessor
harmless of and from any and all losses, damages, claims, costs, fees,
penalties, charges, assessments, taxes, fines or expenses including reasonable
attorneys' fees and legal assistants' fees, arising out of any claim asserted by
any person, entity, agency, organization or body against Lessor, as a result of
breach of the foregoing covenant, or asserted by any person, entity, agency,
organization or body against Lessor, in connection with liability associated
with cleaning up, removing, disposal of or otherwise eliminating any oil or
petroleum derivatives, toxic substance, hazardous substance, solid waste,
wastes, or contaminant, from the Premises or any adjacent properties affected by
the contamination. This indemnity includes, but is not limited to, any losses,
damages, claims, costs, fees, penalties, charges, assessments, taxes, fines or
expenses, including reasonable attorneys fees and legal assistants' fees
incurred by Lessor under CERCLA, under RCRA or under RRMA.
31. REAL PROPERTY TAXES
During the term of this Lease, Lessee agrees to pay all ad
valorem real property taxes and all other taxes and assessments due upon the
Premises prior to delinquency. Said taxes shall be
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prorated for any partial year during the Lease term. Lessee acknowledges that
Lessor has previously paid to Lessee prorated taxes for the period January 1,
2001 through May 21, 2001 and, therefore, Lessee shall be responsible for
payment of all 2001 real property taxes.
32. PERSONAL PROPERTY TAXES
It shall be Lessee's responsibility under this Lease to pay
all personal properly taxes upon inventory, trade fixtures or other personal
property contained within the Premises.
33. RADON DISCLOSURE:
Lessee acknowledges the fallowing Radon Gas disclosure set
forth in Florida Statute 404.056(8):
RADON GAS: Radon is a naturally occurring radioactive gas
that, when it has accumulated in a building in sufficient
quantities, may present health risks to persons who are
exposed to it over time. Levels of radon that exceed federal
and state guidelines have been found in buildings in Florida.
Additional information regarding radon and radon testing may
be obtained from your county public health unit.
34. RECORDING:
This Lease may not be recorded within the State of Florida.
35. SALE OR TRANSFER OF SUBJECT PROPERTY:
Lessee acknowledges that in the event the Premises shall be
sold by Lessor, Lessee shall look solely to Lessor's successor in interest for
all performance required of Lessor under this Lease.
36. QUIET ENJOYMENT:
Provided Lessee fully and faithfully performs its obligations
under the terms and provisions of this Lease, Lessee shall have quiet and
peaceful enjoyment of the rights and privileges granted to Lessee hereunder,
subject, however, to the terms, provisions and conditions set forth in this
Lease.
37. HEADINGS:
Headings of paragraphs within this Lease are for convenience
only and shall not be given any meaning or be considered a modification of the
substantive content of any paragraph.
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38. RELATIONSHIP BETWEEN THE PARTIES:
Lessor and Lessee agree that this Lease does not constitute
nor shall it be construed to create a partnership, joint venture or any other
business relationship between the parties, it being the intent of the parties
that the relationship shall be only that of Lessor and Lessee.
39. ENTIRE AGREEMENT:
This Agreement constitutes the entire agreement between the
parties and any prior oral or written agreements are hereby merged into this
Lease as if said prior agreements never existed. This Agreement may not be
modified or altered except with the prior written approval of both Lessor and
Lessee. This Lease shall be binding on the successors and assigns of the parties
hereto.
WHEREUNTO, the parties have sat their hands and seals on the date and
day first referenced above.
SIGNED, SEALED AND DELIVERED
IN THE PRESENCE OF:
FORT XXXXXX RADIATION ASSOCIATES,
LLP, A FLORIDA LIMITED LIABILITY
PARTNERSHIP (Lessee)
/s/ XXXXXX XXXXXXXX BY: /s/ XXXXXXX X. XXXXX, MD
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WITNESS PARTNER
XXXXXX XXXXXXXX
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TYPE/PRINT NAME OF WITNESS DATE: 5/23/01
/s/ XXXXX X. XXXXXX
----------------------------------
WITNESS
XXXXX X. XXXXXX
----------------------------------
TYPE/PRINT NAME OF WITNESS
21ST CENTURY ONCOLOGY, INC., A
FLORIDA CORPORATION (LESSOR)
/s/ XXXXXX XXXXXXXX BY: /s/ XXXXX X. XXXXXXXXX
---------------------------------- -----------------------------------
WITNESS XXXXX X. XXXXXXXXX, EXECUTIVE VICE
PRESIDENT
XXXXXX XXXXXXXX
----------------------------------
TYPE/PRINT NAME OF WITNESS DATE: 5/23/01
/s/ XXXXX X. XXXXXX
----------------------------------
WITNESS
XXXXX X. XXXXXX
----------------------------------
TYPE/PRINT NAME OF WITNESS
-10-
EXHIBIT "A"
Lot A: Commence at a G.L.O. corner marking the NE corner of the SE 1/4 of
Section 00, Xxxxxxxx 0 Xxxxx, Xxxxx 00 Xxxx, Xxxxxxxx Xxxxxx, Xxxxxxx; thence S
00(degree) 47' W along the East line of Section 34 a distance of 300.0 feet to a
concrete monument marking the NE corner of Donlabrook Gardyns, Plat Book 5, Page
137; thence N 89(degree) 21' W along the North line of Donlabrook Gardyns a
distance of 427.0 feet to a concrete monument marking the NW corner of
Donlabrook Gardyns; thence S 00(degree) 47' W along the West line OF Donlabrook
Gardyns a distance of 100 feet to a concrete monument and the POB; thence
continue S 00(degree) 47' W a distance of 99.12 Feet to an iron rod; thence N
89(degree) 13' W a distance of 200.00 feet to an iron rod and the East R/W of
Mar Xxxx Drive (65' R/W); thence N 00(degree) 47' E along said East R/W a
distance of 97.22 feet to a concrete monument; thence S 89(degree) 45' 44" E
distance of 200.0 feet to the POB. Said tract contains 0.45 more or less.
-11-