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EXHIBIT 10.6
SUB-SUBLEASE
THIS SUB-SUBLEASE, made as of this 14th day of May, 1996, by and
between CTI OF NEW YORK, INC., a New York Corporation ("CTI"), and YONKERS
RADIATION MEDICAL PRACTICE, P.C. ("YRMP"), a New York corporation, having its
principal place of business at, 000 Xxxxx Xxxxxxxx, Xxxxxxx, Xxx Xxxx.
W I T N E S S E T H:
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WHEREAS, CTI hereby represents and warrants that it has sublet the
ground floor of the building located at 000 Xxxxx Xxxxxxxx, Xxxxxxx, Xxx Xxxx
(the "Premises") pursuant to that certain Sublease (the "Sublease") dated May
17, 1995, by and between St. Xxxxxxx Hospital, Yonkers (the "Sublessor"), as
Sublessor and CTI of New York, Inc., as Sublessee, a copy of which Sublease is
attached hereto as Exhibit "A"; and
WHEREAS, CTI represents and warrants that said Sublease is in full
force and effect and that no defaults thereunder have occurred or, to the best
of its knowledge, are threatened; and
WHEREAS, YRMP desires to sub-sublet the Premises and CTI is willing to
sub-sublet the Premises to YRMP on the terms and conditions hereinafter set
forth; and
WHEREAS, CTI has deposited with Sublessor the sum of $10,000 as
security for performance of its obligations under the Sublease.
NOW, THEREFORE, CTI, for and in consideration of the rents, covenants
and agreements hereinafter contained on the part of
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YRMP to be paid, kept and performed, does hereby sub-sublet and demise unto
YRMP, and YRMP hereby takes and hires from CTI, the Premises together with all
personal property and fixtures now installed or to be installed at the Premises,
TO HAVE AND TO HOLD the same unto YRMP, its successors and assigns for
a term to commence on May __, 1996 (the "Commencement Date") and to expire on
April 30, 2003, subject to the Sublease and upon the rentals, terms, covenants
and conditions hereinafter set forth,
AND CTI and YRMP hereby further agree as follows:
RENTAL PAYMENTS
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1. The recitals set forth above are true and correct and are hereby
incorporated into this Sub-sublease by reference.
2. YRMP covenants and agrees to pay CTI an annual base rental of
$139,677.50 for the first year of the term hereof payable in equal monthly
installments of $11,639.79, plus sales tax, if any, which installments shall be
payable to CTH monthly, in advance on or before the 1st day of each month for
which the rent is otherwise due. YRMP's obligations to commence shall begin on
the Commencement Date with CTI remaining responsible for its obligations to pay
rent under the Sublease attached hereto as Exhibit "A". The annual base rent due
and payable hereunder in the second through seventh years is set forth on
Schedule "A" attached hereto and made a part hereof.
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3. YRMP shall not be responsible for the payment of any real estate
taxes or assessments, or any portion of any such real estate taxes or
assessments during the term of this Sub-sublease. YRMP will, however, be solely
responsible for the payment of all utilities, including metered water charges,
to that portion of the Premises occupied by YRMP.
TERMS AND CONDITIONS
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4. This Sub-sublease is subject to the terms, provisions and covenants
of that certain Sublease (see Exhibit "A") dated May 17, 1995, by and between
St. Xxxxxxx Hospital, Yonkers as Sublessor and CTI of New York, Inc., as
Sublessee, and YRMP shall hereby enjoy all of the benefits and assume all of the
obligations of CTI set forth therein.
5. Notwithstanding the provisions of paragraph 4, above, CTI hereby
reserves the right for itself and for 138/Fourth Avenue Corp., as Landlord (the
"Landlord"), under that certain Lease dated December 1994 (the "Lease"), a copy
of which is attached hereto as Exhibit "B", to enter the Premises, said right
inuring to the benefit of the Landlord as well as to CTI.
6. With respect to any work, services, repairs, repaintings and
restoration or the performance of other obligations required of the Landlord
under the Lease, CTI's sole obligations with respect thereto shall be to request
the same upon the request of YRMP and to use its best efforts to obtain the same
from the Landlord.
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7. Each party hereto agrees to perform and comply with the terms and
provisions, covenants and conditions of the Lease and the Sublease, and not to
do, suffer or permit anything to be done that would result in a default or cause
the Sublease and/or the Lease to be terminated or forfeited.
8. In connection with any alterations desired to be made by YRMP, the
terms of the Lease shall apply. In addition, YRMP shall also obtain CTI's
written consent prior to making any such alterations, which consent CTI agrees
to not unreasonably withhold.
9. Absent the prior written approval of CTI, YRMP shall have no right
to assign or transfer its interest under this Sub-sublease to any third party
or entity not affiliated, controlled, managed, owned by, or under common control
with, YRMP.
10. If YRMP shall fail to pay the rent as provided herein, then CTI
may, unless YRMP shall have cured such default within 10 days after written
notice thereof from CTI, exercise any of the remedies of the Landlord set forth
in Paragraphs 17, 18 and 19 of the Lease, and YRMP shall remain liable to the
extent provided therein.
11. YRMP may use the Premises solely for the purposes identified in
Paragraph 45 of the Lease.
12. CTI's rights under the Sublease and the Lease (excepting rights as
are personal to CTI) may be enforceable against the Sublessor and the Landlord
by YRMP on behalf of CTI; provided, however, that YRMP shall advise CTI, in
writing, before taking any action to enforce such rights.
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13. YRMP agrees and covenants to protect, indemnify and hold CTI, its
agents, officers, employees and affiliates harmless from any and all claims,
suits liability and damages or expenses, including legal fees and costs, at the
pre-trial, trial and appellate levels, by reason of any injury or injuries
sustained by anyone or to the Premises, including injuries caused by leakage of
radiation arising during the term of this Sub-sublease or occurring during
YRMP's use and occupancy of the Premises.
14. During the term of this Sub-sublease or any extension thereof, YRMP
shall maintain, at its sole cost and expense, property damage and personal
liability insurance, which policies name CTI, Sublessor and Landlord as an
additional insured. Said policies shall provide personal injury coverage of at
lease $3,000,000 in the aggregate and $1,000,000 per individual, and $500,000
for property damage. Said insurance limits have been agreed to by CTI based upon
YRMP's representation that it will require all physicians working at the
Premises to carry their own individual insurance with personal injury and
property damage coverage of no less than those amounts provided under YRMP's
insurance policies. Each of said policies shall also provide that CTI, Sublessor
and Landlord be notified in writing by the insurer 30 days prior to any
cancellation or termination of said policies. In the event YRMP fails to
maintain such coverage during the term of this Sub-sublease, CTI may, but is not
required to, obtain such insurance coverage, the cost of which shall be paid for
by YRMP as additional rent. A certificate(s) of insurance confirming the
placement of the insurance required
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by this Sub-sublease shall be delivered to CTI, Sublessor and Landlord prior to
the Commencement Date hereof. YRMP hereby releases CTI, to the extent of its
insurance coverage, from any and all liability for any loss or damage caused by
fire or any of the extended coverage casualties or any other casualty insured
against, even if such fire or other casualty shall be brought about by the fault
or negligence of CTI, or any persons claiming under CTI, provided, however, this
release shall be in force and effect only with respect to loss or damage
occurring during such time as the YRMP's policies of fire and extended coverage
insurance shall contain a clause to the effect that this release shall not
affect such policies or the right of the YRMP to recover thereunder. YRMP agrees
that its fire and extended coverage insurance policies shall include such a
clause so long as the same is obtainable. Except as provided in this paragraph,
nothing in the Sub-sublease contained shall be deemed to release either party
thereto from liability for damages resulting from the fault or negligence of
said party or its agents or from responsibility for repairs necessitated thereby
or by any default thereof hereunder.
15. Any notices or demands to be given pursuant to the Lease, the
Sublease or this Sub-sublease, shall be sent to CTI and/or YRMP at the addresses
above set forth, or at such other addresses as either party shall designate by
written notice given to the other party in conformity herewith.
16. YRMP shall deposit with CTI the sum of $10,000 as security for the
full and faithful performance by YRMP of all of
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the terms, covenants and conditions of this Sub-sublease. CTI will assign to
YRMP its right to recover from the Sublessor the security deposit that CTI
deposited with the Sublessor, if the Sublease is assigned to YRMP. If the
Sublease is not assigned to YRMP, YRMP's security deposit under this
Sub-sublease shall be applied in accordance with the provisions of the Sublease
and to the extent Sublessor withholds CTI's deposit, CTI will withhold YRMP's
deposit. To the extent Sublessor returns the whole or any portion of CTI's
deposit to CTI, CTI will return such amounts to YRMP at the expiration of the
term of the Sub-sublease; PROVIDED that YRMP has fully and faithfully performed
all of the terms covenants and conditions of this Sub-sublease.
17. This Sub-sublease shall be construed and enforced in accordance
with the laws of the State of New York. This Sub-sublease may only be modified
or changed by a written agreement signed by both CTI and YRMP.
IN WITNESS WHEREOF, the parties hereto have caused this Sub- sublease
to be executed as of the day and year first above written.
WITNESSES: SUB-SUBLESSOR:
CTI OF NEW YORK, INC.
/s/ /s/ X. Xxxxx
By:
--------------------------------- ----------------------------------
/s/
Its:President
--------------------------------- ----------------------------------
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SUB-SUBLESSEE:
YONKERS RADIATION MEDICAL
PRACTICE, P.C.
/s/ /s/ Xxxxxx Xxxxxxxx
By:
--------------------------------- ----------------------------------
/s/
Its:President
--------------------------------- ----------------------------------
STATE OF FLORIDA )
) SS:
COUNTY OF XXX )
BEFORE ME, the undersigned authority, personally appeared
__/s/______________ as _President_________________ of YONKERS RADIATION MEDICAL
PRACTICE, P.C., who is personally known to me or who has produced XXXXXX
XXXXXXXX as identification, and he/she stated that he/she executed the within
instrument on behalf of said corporation voluntarily for the purposes set forth
therein.
WITNESS my hand and official seal, this 14TH day of May, 1996.
/s/
--------------------------------- ----------------------------------
Notary Public, State of Florida (Print, type or stamp
At Large commissioned name of
Notary Public) 2/26/00
SEAL
STATE OF )
) SS:
COUNTY OF )
BEFORE ME, the undersigned authority, personally appeared XXXXXXX XXXXX
as PRESIDENT of CTI OF NEW YORK, INC., who is personally known to me or who has
produced _______________________________ as identification, and he/she stated
that he/she executed the within instrument on behalf of said corporation
voluntarily for the purposes set forth therein.
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WITNESS my hand and official seal, this 14TH day of May, 1996.
/s/
--------------------------------- ----------------------------------
Notary Public, State of Florida (Print, type or stamp
At Large commissioned name of
Notary Public) 2/26/00
SEAL
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SCHEDULE A TO SUB-SUBLEASE DATED MAY 14th, 1996
SUBLESSEE'S RENT - YEARS 2 THROUGH 7
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YEAR PER YEAR RENT PER MONTH RENT
2 $143,171.25 $11,930.94
3 $146,840.31 $12,236.69
4 $150,692.12 $12,557.68
5 $154,737.02 $12,894.75
6 $158,983.72 $13,248.64
7 $163,442.38 $13,620.20
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ASSIGNMENT AND ASSUMPTION AGREEMENT
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CTI OF NEW YORK, INC., a New York corporation ("Assignor") in
consideration of the sum of Ten and No/100 Dollars ($10.00) in hand paid and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, hereby assigns, transfers, sets over and conveys to YONKERS
RADIATION MEDICAL PRACTICE, P.C., a New York corporation ("Assignee"), having
its principal place of business at, 000 Xxxxx Xxxxxxxx, Xxxxxxx, Xxx Xxxx, all
of Assignor's right, title and interest in and to that certain Sublease (the
"Sublease") dated May 17, 1995, by and between St. Xxxxxxx Hospital, Yonkers
(the "Sublessor"), as sublessor and CTI of New York, Inc., as sublessee, a true
and complete copy of which Sublease, together with all amendments thereto, if
any, are attached hereto as Exhibit "A", and in any and all security deposits
thereunder in the possession of the Sublessor.
Assignor represents and warrants that:
(a) Assignor is the sole owner of all of the sublessee's
right, title and interest in and to the Sublease; and
(b) The Sublease is valid and enforceable and has not
been altered, modified or amended, except as
disclosed to Assignee in Exhibit "A."
Assignee hereby accepts the foregoing Assignment and agrees to
assume, fulfill, perform and discharge all the various commitments, obligations
and liabilities of Assignor under and by virtue of the Sublease hereby assigned,
and does hereby agree to defend, indemnify and hold harmless Assignor from any
liability, damages, causes of actions, expenses and attorneys' fees incurred by
Assignor by reason of the failure of Assignee from and after the effective date
hereof to fulfill, perform and discharge all of the various commitments,
obligations and liabilities of Assignor under and by virtue of the Sublease
assigned hereunder.
IN WITNESS WHEREOF, Assignor has executed this Assignment this
14TH day of MAY, 1996, which Assignment is effective this date.
ASSIGNOR:
WITNESSES:
CTI OF NEW YORK, INC.
/s/ /s/ X. Xxxxx
By:
--------------------------------- ----------------------------------
/s/
Its:President
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