Exhibit 10.34


 


TERMINATION OF LEASE AGREEMENT


 


This Termination of Lease
Agreement is made as of February 9, 2006, by and between Fort Walton
Radiation Associates, LLP, a Florida limited liability partnership (the “Lessor”)
and 21st Century Oncology, Inc., a Florida
corporation (the “Lessee”).


 


R E C I
T A L S:


 


WHEREAS, Lessor and Lessee
entered into that certain Lease Agreement dated May 21, 2001, concerning
certain premises located in Okaloosa County, Florida, and


 


WHEREAS, Lessor and Lessee
have mutually agreed to terminate the Lease Agreement, and desire, by execution
hereof, to evidence their understanding and agreement,


 


NOW, THEREFORE, in
consideration of the premises and of the mutual benefits to be derived by the
parties hereto, the adequacy of which is hereby acknowledged, they agree as
follows:


 


1. That that certain Lease
Agreement between Lessor and Lessee dated May 21, 2001, is terminated
effective February 9, 2006.


 


2. That Lessee has paid
Lessor and Lessor acknowledges receipt of all rental and other monetary amounts
due pursuant to the terms of the Lease Agreement through February 9, 2006.


 


3. That Lessor and Lessee
each acknowledge that the other party was not in default under the terms and
provisions of the Lease Agreement as of the effective date of its termination.


 


4. Neither the Lessor nor
the Lessee shall have further rights or obligations with respect to the Lease
Agreement except as specifically set forth in paragraphs 15 (Liability
Insurance) and 16 (Indemnity) and any other provision thereof that was intended
to survive the termination of the Lease Agreement.


 


 


	
  LESSOR:

  	
   

  	
  LESSEE:

  
	
   

  	
   

  	
   

  
	
  Fort Walton Radiation
  Associates, LLP, a Florida limited liability partnership

  	
   

  	
  21ST Century Oncology, Inc., a Florida
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Daniel E. Dosoretz

  	
   

  	
  By:

  	
  /s/ David M. Koeninger

  
	
   

  	
  Daniel E. Dosoretz

  Managing Member

  	
   

  	
   

  	
  David M. Koeninger

  Executive Vice President and CFO

  



 
















	
  

  	
  FORT WALTON
  RADIATION ASSOCIATES 2234 COLONIAL BLVD PH 941-931-7330 FT MYERS, FL 33907
  COLONIAL BANK MC GREGOR BRANCH FT. MYERS, FLORIDA 1641 63-1113-670 2/10/2006
  PAY TO THE ORDER OF 21st Century Oncology Thirteen Thousand Eight Hundred
  Twenty and 73/100 $**13,820.73 21st Century Oncology DOLLARS MEMO rent
  overpayment, bldg sold 2-9-06 “001641” 067011139 “8031073334” Security
  Features Included Details on back 080003.3 90

  






 










 


LEASE
AGREEMENT


 


THIS INDENTURE OF LEASE,
made as of May 21, 2001, by and between FORT WALTON. RADIATION ASSOCIATES,
LLP, a Florida limited liability partnership hereinafter called “Lessor”, and
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 2234 Colonial
Boulevard, Fort Myers, FL 33907, 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 (“CPI”) 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 CPI. 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 often (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 Myers. 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.


 


8.        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 abate 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,


 


b.      Lessor 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 re-lease 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.      SEVERABIL1TY:


 


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 2234 Colonial Boulevard, Fort Myers, Florida 33907, 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.


 


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27.      ATTORNEYS’ FEES AND EXPENSES:


 


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 by 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 tol
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 property taxes upon
inventory, trade fixtures or other personal property contained within the
Premises.


 


33.      RADON DISCLOSURE:


 


Lessee acknowledges the
following 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 set their hands and seals on the date and day first referenced above.


 


	
  Signed,
  Sealed and Delivered In the Presence of:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  FORT WALTON
  RADIATION ASSOCIATES, LLP,  a Florida limited liability partnership (Lessee)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Authorized Signatory

  	
   

  	
  By:

  	
  /s/ Authorized Signatory

  
	
  Witness

  	
   

  	
   

  	
  Partner

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Authorized Signatory

  	
   

  	
   

  	
   

  
	
  Type/Print Name of Witness

  	
   

  	
   

  	
  Date:

  	
  5/23/01

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Authorized Signatory

  	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Authorized Signatory

  	
   

  	
   

  	
   

  
	
  Type/Print Name of Witness

  	
   

  	
   

  	
   

  



 


 


	
   

  	
   

  	
   

  	
  21st CENTURY ONCOLOGY, INC., a
  Florida corporation (Lessor)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Authorized Signatory

  	
   

  	
  By:

  	
  /s/ David M. Koeninger

  
	
  Witness

  	
   

  	
   

  	
  David M. Koeninger,
  Executive Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Authorized Signatory

  	
   

  	
   

  	
   

  
	
  Type/Print Name of Witness

  	
   

  	
   

  	
  Date:

  	
  5/23/01

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Authorized Signatory

  	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Authorized Signatory

  	
   

  	
   

  	
   

  
	
  Type/Print Name of Witness

  	
   

  	
   

  	
   

  



 


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EXHIBIT “A”


 


Lot A: Commence at a G.L.O.
comer marking the NE corner of the SE 1/4 of Section 34, Township 1 South,
Range 24 West, Okaloosa County, Florida; thence S 00° 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° 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°.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° 47’ W a distance of 99.12
feet to an iron rod; thence N 89° 13’ W a distance of 200.00 feet to an iron
rod and the East R/W of Mar Walt Drive (65’ R/W); thence N 00° 47’ E along said
East R/W a distance of 97.22 feet to a concrete monument; thence S 89° 45’ 44”
E distance of 200.0 feet to the POB. Said tract contains 0.45 acres, more or
less.


 


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