LEASE AGREEMENT
HRT OF ROANOKE, INC.
a Virginia corporation
(Landlord)
AND
LEWIS-GALE CLINIC, L.L.C.
a Virginia limited liability company
(Tenant)
Property:
Lewis-Gale Clinic
1802 Braeburn Drive
Salem, Virginia
November 14, 1996
TABLE OF CONTENTS
SEC. 1. DEFINITIONS...................................................1
SEC. 2. BASE RENT AND CPI INCREASE....................................2
SEC. 3. ADDITIONAL RENT...............................................2
SEC. 4. RENT PAYMENT..................................................4
SEC. 5. PAYMENT FOR OTHER SERVICES....................................4
SEC. 6. TENANT'S OCCUPANCY AND USE....................................4
SEC. 7. LANDLORD'S RIGHT OF ACCESS....................................4
SEC. 8. QUIET POSSESSION..............................................4
SEC. 9. SERVICES AND UTILITIES........................................5
SEC. 10. REPAIRS AND MAINTENANCE.......................................5
SEC. 11. TENANT'S ALTERATIONS, FIXTURES AND PERSONAL PROPERTY..........5
SEC. 12. CONDITION OF THE PREMISES.....................................6
SEC. 13. LIENS BY TENANT...............................................6
SEC. 14. SUBLETTING AND ASSIGNING......................................6
SEC. 15. FIRE AND CASUALTY.............................................7
SEC. 16. WAIVER OF SUBROGATION.........................................7
SEC. 17. DEFAULT BY TENANT.............................................7
SEC. 18. DEFAULT BY LANDLORD...........................................7
SEC. 19. INSURANCE.....................................................8
SEC. 20. ATTORNEY'S FEES...............................................9
SEC. 21. CONDEMNATION..................................................9
SEC. 22. PAYMENT OF IMPOSITIONS.......................................10
SEC. 23. TAXES ON TENANT'S PROPERTY...................................10
SEC. 24. SIGNS........................................................10
SEC. 25. RULES AND REGULATIONS........................................10
SEC. 26. HOLDING OVER.................................................10
SEC. 27. NON-WAIVER...................................................10
SEC. 28. SUBORDINATION AND ATTORNMENT ................................10
SEC. 29. TRANSFER OF LICENSES.........................................11
SEC. 30. SUCCESSORS AND ASSIGNS.......................................11
SEC. 31. TIME.........................................................11
SEC. 32. APPLICABLE LAW...............................................11
SEC. 33. SEVERABILITY.................................................11
SEC. 34. AUTHORITY OF TENANT..........................................11
SEC. 35. BROKERS......................................................11
SEC. 36. NOTICES......................................................12
SEC. 37. RELATIONSHIP OF LEASE TO LEASE ADMINISTRATION AGREEMENT......12
SEC. 38. ENTIRE AGREEMENT.............................................12
SEC. 39. COUNTERPARTS.................................................13
EXHIBIT A\............................................................14
LEASE AGREEMENT
Medical Office Facility
This Lease Agreement (the Lease) made and entered into as of the 14th day
of November, 1996, between HRT OF ROANOKE, INC., a Virginia corporation (the
Landlord), and LEWIS-GALE CLINIC, L.L.C., a Virginia limited liability company
(the Tenant).
W I T N E S S E T H :
In consideration of the rents, mutual covenants and agreements set forth
herein, the Landlord hereby leases to Tenant, and Tenant hereby leases from
Landlord those certain premises located in Salem, Virginia and being known as
the Lewis-Gale Clinic (herein called the Building), located at 1802 Braeburn
Drive which premises consist of approximately 225,227 rentable square feet
(herein called the Premises) and being all of the improvements located on the
real property more particularly described in Exhibit A attached hereto and
incorporated herein. The total rentable area of the Building is 237,244 square
feet and the Premises (Tenant's pro rata share for Additional Rent purposes) is
agreed to be 95% thereof. The rentable square footage area shall be used in the
calculation of rent and other sums as appropriate under this Lease.
SEC. 1. DEFINITIONS: For purposes of this Lease, the following terms
shall have the meanings hereinafter ascribed thereto:
a. ANNUAL BASE RENT (BASE RENT): Initial Lease Year: $164,865.00 per year
($15.00/Rentable SF) for the 10,991 rentable square feet located in the Phase I
basement; $3,856,248.00 per year ($18.00/Rentable SF) for the remaining 214,236
rentable square feet for a total annual rental of $4,021,113.00 payable monthly.
Base Rent for each Lease Year after Initial Lease Year (the Initial Lease Year
begins on November 1, 1996 and ends on October 31, 1997) to be determined in
accordance with Section 2(b).
b. COMMERCIALLY REASONABLE: The term Commercially Reasonable shall mean
that which is the fair market cost for comparable goods and services provided in
a first class manner in the area of the Property (as defined hereinafter) as
evidenced by objective third party criteria, including without limitation that
certain Market Value Appraisal Update, dated as of July 1, 1995, prepared by
Linwood M. Aron, MAI, SREA, and provided to Landlord by Lewis-Gale Building
Corporation in connection with the Property, as adjusted by increases in the CPI
(as defined hereinafter).
c. IMPOSITIONS: Collectively, all taxes (including, without limitation, all
capital stock and franchise taxes of Landlord, all ad valorem, sales and use,
single business, gross receipts, transaction privilege, rent or similar taxes),
assessments (including, without limitation, all assessments for public
improvements or benefits, whether or not commenced or completed prior to the
date hereof and whether or not to be completed within the Lease Term), ground
rents, water, sewer or other rents and charges, excises, tax levies, fees
(including, without limitation, license, permit, inspection, authorization and
similar fees), and all governmental charges, in each case whether general or
special, ordinary or extraordinary, or foreseen or unforeseen, of every
character in respect of the Property (as defined hereinafter) and/or the rent
(including all interest and penalties thereon due to any failure in payment by
Tenant), which at any time prior to, during or in respect of the Lease Term may
be assessed or imposed on or in respect of or be a lien upon (a) Landlord or
Landlord's interest in the Property, (b) the Property or any part thereof or any
rent therefrom or any estate, right, title or interest therein, or (c) any
occupancy, operation, use or possession of, sales from, or activity conducted
on, or in connection with, the Property or the leasing or use of the Property or
any part thereof; provided, however, nothing contained in this Agreement shall
be construed to require Tenant to pay (1) any interest and penalties relating to
failure of the Landlord to timely pay any such Imposition; provided that Tenant
shall have timely paid its rents, (2) any tax based on net income (whether
denominated as a franchise or capital stock, financial institutions or other
tax) imposed on Landlord, (3) any transfer or net revenue tax of Landlord, (4)
any tax imposed with respect to inheritance, estate, succession, transfer or
gift taxes or the sale, exchange or other disposition by Landlord of any portion
of the Property or the proceeds thereof, or (5) except as expressly provided
elsewhere in this Lease, any principal or interest on any encumbrance on the
Property, except to the extent that any tax, assessment, tax levy or charge
which Tenant is obligated to pay pursuant to the first sentence of this
definition and which is in effect at any time during the Lease Term is totally
or partially repealed, and a tax, assessment, tax levy or charge set forth in
clause (2) or (3) is levied, assessed or imposed expressly in lieu thereof, in
which case Tenant shall pay.
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d. LEASE ADMINISTRATION AGREEMENT: That certain Lease Administration
Agreement, executed of even date herewith, by and between Landlord and Tenant,
pursuant to which Landlord (i) granted to Tenant certain rights to use and
control certain aspects of the Building and (ii) Tenant agreed to pay the
Property Rents (as defined in the Lease Administration Agreement) and to ensure
the performance of the obligations of the tenants under the Property Leases (as
defined in the Lease Administration Agreement).
e. LEASE TERM: 15 years from the Lease Term Commencement Date, with five
(5) five-year renewal options to be exercised in accordance with the provisions
of Section 13.5 of the Lease Administration Agreement.
f. LEASE TERM COMMENCEMENT DATE: November 14, 1996.
g. LEASE YEAR: The twelve (12) month period from November 1 to October 31.
h. PERMITTED USE OF PREMISES: Use only as a medical facility or for
general commercial purposes ancillary to the care and treatment of human beings
or the practice of medicine.
i. TENANT'S PROPORTIONATE SHARE OF OPERATING COSTS: 95% of the amount by
which the Operating Costs (as defined in Section 3(a)) exceed $6.00 per
rentable square foot.
SEC. 2. BASE RENT AND CPI INCREASE:
a. As part of the consideration for the execution of this Lease, Tenant
agrees to pay the Base Rent, payable at the office of Landlord in monthly
installments of $335,092.75 each in legal tender of the United States of
America, in advance, without demand and without deduction, on the first day of
each calendar month during the term hereof; provided, however, that if the Lease
Term Commencement Date is on a date other than the first day of a calendar
month, the first rental payment to be made on execution of this Lease shall be
the rental pro rated for the remainder of the calendar month in which the Lease
Term commences. Such Base Rent shall be subject to adjustments as hereinafter
provided.
b. After the Initial Lease Year,
the amount of Base Rent due for such Lease Year and each Lease Year thereafter
shall be increased by the percentage increase in the CPI (as defined
hereinafter) last published prior to the first day of the then applicable Lease
Year and the CPI last published prior to the first day of the prior Lease Year;
provided, however, in no event will the Base Rent increase at a rate greater
than four percent (4%) each Lease Year. The percentage increase in the CPI shall
be calculated and due from the first day of each Lease Year. For purposes of
this Lease, the term CPI shall mean the Consumer Price Index published by the
Bureau of Labor Statistics of the United States Department of Labor, U.S. City
Average, All Items and Major Group Figures for Urban Wage Earners and Clerical
Workers (1982-84 = 100), or if such index is not available, a comparable index
selected by Landlord which is published by a governmental institution or a
nationally recognized publisher of statistical information.
SEC. 3. ADDITIONAL RENT:
In addition to the Base Rent as specified in this Lease, Tenant agrees to
pay to Landlord as additional rent (Additional Rent) Tenant's Proportionate
Share of Operating Costs.
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a. OPERATING COSTS: For the purposes of determining Additional Rent,
Operating Costs shall include, without limitation, all costs, expenses and
disbursements of every kind, nature and description paid or incurred by Landlord
relating to (i) the management, operation, maintenance and repair of the
Building and the land upon which the Building is located (the Building and land
being collectively referred to hereinafter as the Property) and any personal
property used in connection therewith, fixtures, machinery, equipment, systems
and apparatus located therein or used in connection therewith, that are
reasonably allocated by Landlord and which in accordance with generally accepted
accounting principles, are considered as an expense of the Property, (ii)
charges for electricity, power, gas, oil, water and other utilities used during
the Lease Term which are paid by Landlord to the utility service provider, (iii)
premiums for insurance coverage, (iv) all Impositions, (v) ordinary and
necessary repairs and maintenance of the Property and (vi) reasonable legal and
accounting expenses, all for a particular calendar year or portion thereof as
determined by Landlord and including all additional costs and expenses of
operation and maintenance of the Property which Landlord determines that it
would have paid or incurred during such year if the Building had been one
hundred percent (100%) occupied. For purposes of determining Tenant's
Proportionate Share, the denominator shall be the Operating Costs for the
Property which shall be calculated in the aggregate and shall include all of the
parcels comprising the Property. For purposes of this Section, the following
shall not be included as Operating Costs: (i) payments made by tenants of the
Building, either to third parties or to Landlord, under agreements for direct
reimbursement for services (e.g., separately metered utilities, separate
contracted janitorial services, property taxes directly reimbursed to Landlord,
etc.); (ii) costs of improvements to or alterations of space leased to tenants
other than Tenant or PhyCor, Inc. or their affiliates and the cost or expense of
any insurance covering such improvements or alterations in excess of the All
Risk casualty insurance carried by Landlord pursuant to Section 19 hereof; (iii)
depreciation or amortization of any improvements to the Property (provided,
however, that Landlord shall be permitted to create as an Operating Cost
reasonable reserves for major capital repairs so as to maintain the Property in
a first class manner); (iv) costs of repairing or restoring any portion of the
Building damaged by fire or other casualty for which Landlord recovers insurance
proceeds sufficient to effect such repairs and restoration; (v) costs of
repairs, alterations or replacements required as a result of the exercise of any
right of eminent domain to the extent Landlord actually recovers from the
condemning authority condemnation proceeds as a result of such condemnation;
(vi) the cost of any special services rendered to other tenants of the Property
which are not rendered to Tenant; (vii) costs of selling, syndicating,
financing, mortgaging or hypothecating any part of or interest in the Property;
(viii) Landlord's overhead costs, including salaries, equipment, supplies, rent
and other occupancy costs or any other costs associated with the operation and
internal organization and function of Landlord as a business entity; (ix) costs
incurred as a result of Landlord's violation of any lease, contract, law or
ordinance, including fines and fees unless such violations are caused by a
default of Tenant hereunder; (x) costs related to any building or land other
than the Property, including any allocation of costs incurred on a shared basis,
such as centralized accounting costs, unless the allocation is made on a
reasonable and consistent basis that fairly reflects the share of such costs
actually attributable to the Property and unless such sharing of costs actually
reduces Operating Costs; and (xi) the part of any cost or other sum paid to any
affiliate of HR or to any other party that exceeds a Commercially Reasonable
price or cost.
b. MONTHLY PAYMENT OF ESTIMATED ADDITIONAL RENT: Tenant's Proportionate
Share of Operating Costs for the remainder of the calendar year after the Lease
Term Commencement Date and for each subsequent calendar year shall be estimated
by Landlord based on the preceding year and any anticipated increases in the
services and expenses deemed a part of Operating Costs, and written notice
thereof shall be given to Tenant. Upon receipt of said written notice from
Landlord, the estimated Additional Rent shall be due and payable as herein
provided. For any such remainder of the calendar year after the Lease Term
Commencement Date, Tenant agrees to pay Landlord each month, at the same time
the Base Rent is due, an amount equal to the amount of such estimated monthly
Additional Rent for the remainder of such calendar year; and during each
calendar year thereafter Tenant agrees to pay Landlord each month, at the same
time the Base Rent is due, an amount equal to one-twelfth (1/12) of the
estimated annual Additional Rent due.
c. ANNUAL ADJUSTMENT TO ADDITIONAL RENT: After the end of each calendar
year, Landlord shall prepare and deliver to Tenant a statement showing Tenant's
total amount of Additional Rent together with a statement showing Tenant's
Proportionate Share of Operating Costs for such year. Within thirty (30) days
after receipt of the aforementioned statement, Tenant agrees to pay Landlord, or
if Tenant has overpaid, Landlord shall, at Tenant's election either refund the
overpayment to Tenant or credit against the next Additional Rent payment or
payments due from Tenant, as the case may be, the difference between Tenant's
actual Additional Rent due for the preceding calendar year and the estimated
Additional Rent paid by Tenant during such year; provided, however, that at the
end of the Lease Term or any renewal period, any overpayment by Tenant will be
refunded to Tenant within thirty (30) days of Landlord's determination of such
overpayment.
Anything herein to the contrary notwithstanding, in no event will the Base
Rent provided for in this Lease ever be reduced.
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SEC. 4. RENT PAYMENT: The Base Rent, Additional Rent, and all other sums
required to be paid by Tenant hereunder, are sometimes collectively referred to
as, and shall constitute, Rent.
Rent shall be paid by Tenant when due, without prior demand therefor and
without deduction or set off unless otherwise specifically provided herein, at
Landlord's address in Article XIII of the Lease Administration Agreement or at
such other place as Landlord may designated from time to time.
In the event any installment of Base Rent, Additional Rent or other amount
due from Tenant to Landlord under this Lease shall not be paid when due, a late
charge computed at the Overdue Rate (as defined in the Lease Administration
Agreement) or the maximum rate permitted by law, whichever is less, may be
charged by Landlord, as Additional Rent, for the purpose of defraying Landlord's
administrative expenses incident to the handling of such overdue payments, and
Tenant agrees to pay such Rent to Landlord upon demand.
SEC. 5. PAYMENT FOR OTHER SERVICES: Tenant agrees to pay to Landlord as
Rent all charges for any services, goods, or materials furnished by Landlord at
Tenant's request which are not required to be furnished by Landlord under this
Lease, immediately upon receipt of Landlord's request for payment.
SEC. 6. TENANT'S OCCUPANCY AND USE: The Premises shall be used solely for
the purpose of the Permitted Use in accordance with all applicable local, state
and federal laws, rules and regulations. Tenant shall not permit any activity in
the Premises or take any action which would materially diminish the value of the
Property. Tenant covenants that it will obtain and maintain all approvals needed
to use and operate the Premises for the Permitted Use under applicable local,
state and federal law. Tenant shall not commit or suffer to be committed any
waste on the Premises or the Property.
SEC. 7. LANDLORD'S RIGHT OF ACCESS: Landlord or its authorized agents shall
at any and all reasonable times have the right to enter the Premises to inspect
the same, to supply janitorial service or any other service Landlord deems
necessary to provide hereunder, to show the Premises to prospective purchasers
or tenants, to alter, improve or repair the Premises or any other portion of the
Property all without being deemed guilty of an eviction of Tenant and without
abatement of Rent, and may for that purpose erect scaffolding and other
necessary structures where reasonably required by the character of the work to
be performed, provided such activities of Landlord do not materially interfere
with Tenant's business in the Premises. Subject to the foregoing, Tenant hereby
waives any claim for damages for any injury or inconveniences to or interference
with Tenant's business, any loss of occupancy or quiet enjoyment of the
Premises, and any other loss occasioned thereby. For each of the aforesaid
purposes, Landlord shall at all times have and retain a key with which to unlock
all of the doors in, upon and about the Premises, excluding Tenant's secured
medical storage areas, vaults and safes. Landlord shall have the right to use
any and all means which Landlord may deem proper to open any door(s) in an
emergency without liability therefor.
SEC. 8. QUIET POSSESSION: So long as Tenant pays the Rent reserved
hereunder and observes and performs all of the covenants, conditions and
provisions on Tenant's part to be observed and performed hereunder, Tenant shall
have the quiet possession of the Premises for the entire Lease Term hereof,
subject to all of the provisions of this Lease.
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SEC. 9. SERVICES AND UTILITIES: Provided Tenant is not in default of any
term, condition or covenant of the Lease, Landlord will cause to be available in
the Premises gas (to the extent such is accessible to the Property from an
adjacent public right-of-way), water (for drinking, cleaning and lavatory
purposes only), and electricity during the Lease Term. Tenant will contract for,
in its own name, and will pay or cause to be paid all charges for electricity,
power, oil, water, telephone and other utilities used in the Premises during the
Lease Term. Landlord shall furnish janitorial service in a first class manner
during the periods and hours as may be agreed upon between Landlord and Tenant;
provided, however, that Tenant recognizes that there will be a transition
period, not to exceed forty-five (45) days, after the Lease Term Commencement
Date during which Landlord and Tenant will mutually work toward the assumption
of these services by Landlord. Landlord shall furnish, as an Operating Cost,
routine maintenance, painting and lighting service for all public areas and
special service areas of the Building in a first class manner; provided,
however, that Tenant recognizes that there will be a transition period, not to
exceed forty-five (45) days, after the Lease Term Commencement Date during which
Landlord and Tenant will mutually work toward the assumption of these services
by Landlord. Landlord shall not be liable in damages, direct or consequential,
or otherwise for failure, stoppage or interruption of any such service, so long
as such failure, stoppage or interruption is not caused by the gross negligence
or willful misconduct of Landlord, its agents or employees; provided, however,
that any such failure, stoppage or interruption shall not be construed as an
eviction of Tenant, work an abatement of rent, or relieve Tenant from the
operation of any covenant or agreement. In the event of any such failure,
stoppage or interruption thereof, Landlord shall use reasonable diligence to
resume service promptly.
SEC. 10. REPAIRS AND MAINTENANCE: Landlord shall provide or cause to be
provided cleaning and maintenance of the public portions of the Building,
including painting and landscaping surrounding the Building in a first class
manner; provided, however, that Tenant recognizes that there will be a
transition period, not to exceed forty-five (45) days, after the Lease Term
Commencement Date during which Landlord and Tenant will mutually work toward the
assumption of these services by Landlord. Unless otherwise expressly stated
herein, Landlord shall not be required to make any improvements or repairs of
any kind or character in the Premises during the Lease Term, except such repairs
as may be required by normal maintenance operations, which shall include
structural repairs to the outside exterior walls, corridors, windows, roof and
other structural elements and equipment of the Building, and such additional
maintenance as may be necessary because of damages by persons other than Tenant,
its agents, employees, invitees or visitors.
Landlord may at its option and at the sole cost and expense of Tenant,
repair or replace any damage or injury done to the Building or any part thereof,
solely caused by Tenant, Tenant's agents, employees, licensees, invitees or
visitors, reasonable wear and tear excepted. Tenant shall pay the cost of such
repairs plus a fifteen percent (15%) administrative fee to Landlord on demand.
Tenant further agrees to maintain and keep the interior of the Premises in good
repair and condition at Tenant's expense. Tenant agrees not to commit or allow
any waste or damage to be committed on any portion of the Premises, and at the
termination of this Lease, by lapse of time or otherwise, to deliver up the
Premises to Landlord in as good condition as they existed on the date of
possession by Tenant, ordinary wear and tear alone excepted, and Landlord shall
have the right to re-enter and resume possession of the Premises whether or not
the Premises are vacated by Tenant.
All requests for repairs and maintenance that are the responsibility of
Landlord pursuant to any provision of this Lease must be made in writing to
Landlord at the address set forth herein, or as subsequently changed from time
to time by Landlord in writing. Landlord shall provide sufficient staff so as to
be responsive to Tenant's requests for normal and routine repairs and
maintenance. All normal and routine repairs requested by Tenant shall be made by
Landlord promptly and in any event within twenty-four (24) hours after receiving
such request; provided, however, that Tenant recognizes that there will be a
transition period, not to exceed forty-five (45) days, after the Lease Term
Commencement Date during which Landlord and Tenant will mutually work toward the
assumption of these services by Landlord.
SEC. 11. TENANT'S ALTERATIONS, FIXTURES AND PERSONAL PROPERTY: Tenant
covenants and agrees that it will make no structural change, interior
alterations or additions that will in the reasonable determination of Tenant
materially change the general design or structural integrity of the Building
without Landlord's written consent in advance, which consent shall not be
unreasonably withheld, and without first furnishing the Landlord fifteen (15)
days advance notice outlining in detail the proposed changes or alterations.
Landlord shall grant or withhold its consent within seven (7) business days of
receipt of such a request from Tenant.
Any such changes, interior alterations or additions (including but not
limited to wall-to-wall carpeting, paneling and other wall coverings) approved
in writing by Landlord shall be surrendered to Landlord upon termination of this
Lease, Tenant hereby waiving all rights to any payment or compensation therefor.
All costs and expenses of any approved changes, interior alterations or
additions shall be borne solely by Tenant which payment shall be made in cash,
unless Landlord and Tenant mutually agree, that such changes, alterations or
additions shall be treated as a Capital Addition (as defined in the Lease
Administration Agreement) and treated in accordance with the Article V of the
Lease Administration Agreement. Any contractor or person making such
improvements for Tenant must first be approved in writing by Landlord.
Tenant may remove its trade fixtures, office supplies, movable office
furniture or equipment and other personal property not attached to the Building
during the Lease Term or within thirty (30) days following the expiration or
earlier termination of the Lease provided that Tenant is not in default of any
obligation or covenant under this Lease at the time of such removal and that
Tenant promptly repairs all damage caused by such removal.
5
SEC. 12. CONDITION OF THE PREMISES: Tenant acknowledges receipt and
delivery of possession of the Premises and that Tenant has examined and
otherwise has a acquired knowledge of the condition of the Premises prior to
execution and delivery of this Lease and has found the same to be in good order
and repair and satisfactory for its purpose hereunder. Tenant is leasing the
Premises as is in its present condition. Tenant waives any claim or action
against Landlord in respect of the condition of the Premises. LANDLORD MAKES NO
WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN RESPECT OF THE PROPERTY, THE
PREMISES OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, SUITABILITY,
DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, AS TO
QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING
AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY TENANT. TENANT ACKNOWLEDGES THAT
THE PREMISES HAS BEEN INSPECTED BY TENANT AND IS SATISFACTORY TO IT.
SEC. 13. LIENS BY TENANT: Tenant shall keep the Premises free from any
liens arising out of any work performed, materials furnished, or obligations
incurred by or for Tenant. In the event that Tenant shall not, within fifteen
(15) days following the imposition of any such lien, cause the same to be
released of record by payment or posting of a proper bond, Landlord shall have,
in addition to all other remedies provided herein and by law, the right but not
the obligation, to cause the same to be released by such means as it shall deem
proper, including payment of or defense against the claim giving rise to such
lien. All sums paid by Landlord and all expenses incurred by it in connection
therewith shall create automatically an obligation of Tenant to pay, on demand,
an equivalent amount together with interest at a rate of the Prime Rate (as
defined in the Lease Administration Agreement) plus two percent (2%) per annum
as Rent. No work which Landlord permits Tenant to perform in the Premises shall
be deemed to be for the immediate use and benefit of Landlord so that no
mechanics or other lien shall be allowed against the estate of Landlord by
reason of its consent to such work.
SEC. 14. SUBLETTING AND ASSIGNING: Tenant shall not sublet the Premises or
any part thereof. Tenant shall not assign this Lease in whole or in part, by
operation of law or otherwise, or mortgage or pledge the same without the prior
written consent of Landlord and in no event shall any such assignment ever
release Tenant from any obligation or liability hereunder. No assignee of the
Premises or any portion thereof may assign the Premises or any portion thereof.
Landlord shall not be required to collect any rents or other payments from any
party on behalf of Tenant's account; provided, however, that Landlord's
collection and acceptance of such payments shall not be construed to constitute
a novation or a release of Tenant from further performance of its obligations
under this Lease. Notwithstanding the foregoing, Landlord shall not unreasonably
withhold or delay its consent to Tenant's merger or consolidation with
affiliates of Tenant or affiliates of PhyCor, Inc. or other entities provided
that the use of the Premises remains in conformity with the Permitted Use and
the creditworthiness of the proposed assignee is equal to or better than that of
Tenant, in Landlord's sole reasonable discretion. In the event Tenant desires to
assign the Lease to PhyCor, Inc. or an affiliate of PhyCor, Inc., Landlord
agrees to execute a direct lease with PhyCor, Inc. or its affiliate upon the
same terms and conditions of this Lease; provided, however, that any space
leased to PhyCor, Inc. or its affiliates shall at all times be deemed Clinic
Space (as defined in the Lease Administration Agreement).
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SEC. 15. FIRE AND CASUALTY: In the event the Premises or the Building is
partially or totally destroyed or damaged by fire or other casualty, the terms
and provisions of Article VII of the Lease Administration Agreement shall govern
this Lease. Notwithstanding anything herein to the contrary, Landlord shall not
be obligated in any way or manner to insure any personal property (including,
but not limited to, any fixtures, furniture, machinery, goods, supplies or
improvements) of Tenant or which Tenant may have upon or within the Premises or
any fixtures installed by or paid for by Tenant upon or within the Premises.
SEC. 16. WAIVER OF SUBROGATION: Provided their respective insurance
carriers will consent and agree, Landlord and Tenant hereby waive any rights
each may have against the other, on account of any loss or damage occasioned to
Landlord or Tenant, as the case may be, their respective property, the Premises,
its contents or to the other portion of the Property arising from any risk
covered by valid and enforceable fire and extended coverage insurance, to the
extent of such coverage. Landlord and Tenant each agree to cause an endorsement
to be furnished to their respective insurance policies recognizing this waiver
of subrogation.
SEC. 17. DEFAULT BY TENANT:
a. The occurrence of any of the following shall constitute a material
default and breach of this Lease by Tenant (hereinafter referred to as an Event
of Default):
i. Any failure by Tenant to pay Rent or to make any other payment
required to be made by Tenant hereunder when due;
ii. Any failure by Tenant to observe and perform any other provision
of this Lease to be observed or performed by Tenant, where such
failure continues for thirty (30) days after written notice to
Tenant (unless such failure cannot be cured within thirty (30)
days and Tenant shall have commenced to cure said failure within
said thirty (30) days and continues diligently to pursue the curing
of the same);
iii. An event of default shall occur under the Lease Administration
Agreement or any of the Property Leases (as defined in the Lease
Administration Agreement).
b. If an Event of Default shall have occurred, Landlord shall have at its
election, then or at any time thereafter, the right to pursue any one or more of
the remedies available to Landlord under Article IX of the Lease Administration
Agreement.
c. Landlord shall give Tenant and PhyCor, Inc. written notice of any Event
of Default within fifteen (15) business days of the occurrence of the same, at
the addresses set forth in Section 36.
SEC. 18. DEFAULT BY LANDLORD: Except as otherwise provided in this Lease,
Landlord shall be in default under this Lease if Landlord fails to perform any
of its obligations hereunder and said failure continues for a period of thirty
(30) days after written notice thereof from Tenant to Landlord (unless such
failure cannot reasonably be cured within thirty (30) days and Landlord shall
have commenced to cure said failure within said thirty (30) days and continues
diligently to pursue the curing of the same). In no event shall Tenant have the
right to levy execution against any property of Landlord other than its interest
in the Building.
7
SEC. 19. INSURANCE:
a. GENERAL INSURANCE REQUIREMENTS. During the Lease Term, Landlord, as an
Operating Cost, shall at all times keep the Property and the Premises, insured
with the kinds and amounts of insurance described below. All such policies shall
be issued by insurance companies licensed to do business in the state in which
the Property is located, with a rating of A-IX or better as established by
Best's Rating Guide (or an equivalent rating approved by Landlord). The policies
on the Property and the Premises shall insure against the following risks:
i. Loss or damage by fire, vandalism and malicious mischief, extended
coverage perils commonly known as All Risk and all physical loss perils,
including but not limited to sprinkler leakage, windstorm, hail, flood,
earthquake (when the Property is located in whole or in part within a zone
designated at risk for earthquakes), tornado, hurricane and similar damage,
in an amount not less than one hundred percent (100%) of the then Full
Replacement Cost thereof (as defined below) with a replacement cost
endorsement sufficient to prevent Landlord from becoming a co-insurer
together with an agreed value endorsement;
ii. Loss or damage by explosion of steam boilers, pressure vessels or
similar apparatus,now or hereafter installed in the Property,in such limits
with respect to any one accident as may be reasonably desired by Landlord
from time to time;
iii. Business interruption or loss of rental under a rental value
insurance policy covering risk of loss during the first twenty-four (24)
months of reconstruction necessitated by the occurrence of any of the
hazards described in Sections 19(a)(i)or 19(a)(ii), in an amount sufficient
to prevent Landlord from becoming a co-insurer;
iv. Claims for personal injury or property damage under a policy of
comprehensive general public liability insurance, including but not limited
to, insurance against assumed or contractual liability including any
indemnities under this Lease with an amount not less than Five Million
Dollars ($5,000,000) per occurrence for injury to or death of persons
and/or property damage; and
v. Flood (when the Property is located in whole or in part within a zone
designated at risk for floods) and such other hazards and in such amounts
as may be customary for comparable properties in the area and if available
from insurance companies authorized to do business in the state in which
the Property is located at rates which are economically practicable in
relation to the risks covered.
b. REPLACEMENT COST. The term Full Replacement Cost as used herein, shall
mean the greater of (i) actual replacement cost thereof from time to time,
including increased cost of construction endorsement, or (ii) the purchase price
paid by Landlord for the Property at the time of such acquisition (together with
all capitalized costs related to such acquisition) plus capital addition costs,
less exclusions provided in the normal fire insurance policy. In the event
either Landlord or Tenant believes that the Full Replacement Cost has increased
or decreased at any time during the Lease Term, it shall have the right to have
such Full Replacement Cost redetermined by the fire insurance company which is
then providing the largest amount of fire insurance carried on the Property,
hereinafter referred to as the impartial appraiser. The party desiring to have
the Full Replacement Cost so redetermined shall forthwith, on receipt of such
determination by such impartial appraiser, give written notice thereof to the
other party hereto. The determination of such impartial appraiser shall be final
and binding on the parties hereto, and Landlord shall forthwith, as an Operating
Cost, increase, or may decrease, the amount of the insurance carried pursuant to
this Section, as the case may be, to the amount so determined by the impartial
appraiser. Landlord, as an Operating Cost, shall pay the fee, if any, of the
impartial appraiser.
8
c. WORKMANS COMPENSATION INSURANCE. In addition to the insurance described
above, Landlord, as an Operating Cost, shall maintain adequate worker's
compensation insurance coverage for all persons employed by Landlord on the
Property, if any, in accordance with the requirements of applicable local, state
and federal law.
d. INCREASE IN LIMITS. In the event that Landlord shall at any time
reasonably deem the limits of the personal injury, property damage or general
public liability insurance then carried to be insufficient based on commercial
insurance standards for similar properties or the advice of independent
insurance advisers, such insurance shall thereafter be increased and carried
with the new limits until further changed pursuant to the provisions of this
Section.
e. BLANKET POLICY. Notwithstanding anything to the contrary contained in
this Section, obligations of the Landlord and Tenant to carry the insurance
provided for herein may be brought within the coverage of a so-called blanket
policy or policies of insurance carried and maintained by Landlord or Tenant, as
the case may be, provided, that any such blanket policy or policies shall
otherwise satisfy the insurance requirements of this Section.
f. LIABILITIES. Notwithstanding the foregoing, and without regard to the
policy limits of any such insurance or self insurance, all liabilities,
obligations, claims, damages, penalties, causes of action, costs and expenses
(including, without limitation, reasonable attorneys' fees and expenses),
imposed upon or incurred by or asserted against Landlord by reason of any
accident, injury to or death of persons occurring on or about the Property or
adjoining sidewalks but excluding any claims arising from the gross negligence
or willful misconduct of Landlord, its employees or agents, shall be deemed to
be an Operating Cost.
g. TENANT'S INSURANCE OBLIGATIONS. During the Lease Term, Tenant shall
maintain (i) adequate worker's compensation insurance coverage for all persons
employed by Tenant on the Property, in accordance with the requirements of
applicable local, state and federal law; (ii) insurance against claims arising
out of malpractice in an amount not less than Five Million Dollars ($5,000,000)
for each person and Ten Million Dollars ($10,000,000) for each occurrence; and
(iii) claims for personal injury or property damage under a policy of
comprehensive general public liability insurance, including but not limited to,
insurance against assumed or contractual liability including any indemnities
under this Lease with an amount not less than Five Million Dollars ($5,000,000)
per occurrence for injury to or death of persons and/or property damage. If
Tenant shall engage or cause to be engaged any contractor to perform work on the
Premises, Tenant shall require such contractor to carry and maintain, at no
expense to Landlord, non-deductible comprehensive general liability insurance,
including but not limited to contractor's liability coverage, completed
operations coverage, broad form property damage endorsement and contractor's
protection liability coverage in such amounts and with such companies as
Landlord shall approve. Tenant shall, upon request by Landlord, furnish to
Landlord policies or certificates evidencing such coverage, which certificates
shall state that such insurance coverage may not be changed or cancelled without
at least thirty (30) days prior written notice to Landlord and Tenant. All of
the policies of insurance referred to in this Section 19(g) shall be written in
form satisfactory to Landlord and by insurance companies authorized to do
insurance business in the state in which the Property is located and by
insurance companies satisfactory to Landlord. The insurance policies must name
Landlord as an additional insured. In the event Tenant shall fail to procure
such insurance, Landlord may at its option procure the same for the account of
Tenant, and the cost thereof shall be paid to Landlord as Additional Rent upon
receipt by Tenant of bills therefor.
SEC. 20. ATTORNEY'S FEES: In the event of any legal action or proceeding
brought by either party against the other arising out of this Lease, the
prevailing party shall be entitled to recover reasonable attorney's fees and
costs incurred in such action and such amount shall be included in any judgment
rendered in such proceeding.
SEC. 21. CONDEMNATION: In the event the Property or the Building or any
portion thereof shall be taken or condemned in whole or in part for public
purposes, or sold to a condemning authority to prevent taking, then the terms
and provisions of Article VIII of the Lease Administration Agreement shall
govern and control.
9
SEC. 22. PAYMENT OF IMPOSITIONS: Landlord will pay, or cause to be paid,
all Impositions.
SEC. 23. TAXES ON TENANT'S PROPERTY: Tenant shall be liable for and shall
pay, prior to their becoming delinquent, any and all taxes and assessments
levied against any personal property or trade or other fixtures placed by
Tenant in or about the Premises.
SEC. 24. SIGNS: No signs of any kind or nature, symbol or identifying mark
shall be put on the Building, the Property, in the halls, elevators, staircases,
entrances, parking areas or upon the doors or walls, whether plate glass or
otherwise, of the Premises nor within the Premises so as to be visible from the
public areas or exterior of the Building, without prior written approval of
Landlord. All signs of lettering shall conform in all respects to the sign
and/or lettering criteria established by Landlord.
SEC. 25. RULES AND REGULATIONS: Such reasonable rules and regulations
applying to all Tenants in the Building as may be adopted by Landlord and
approved by Tenant, for safety, care, cleanliness, preservation of good order,
or operation of the Premises, the Building and the Property, are hereby made a
part hereof and Tenant agrees to comply with all such rules and regulations.
Such rules and regulations adopted by Landlord and approved by Tenant shall be
thereafter carried out and observed by Tenant.
SEC. 26. HOLDING OVER: In the event Tenant, or any party claiming under
Tenant, retains possession of the Premises after the expiration or earlier
termination of this Lease, such possession shall be a tenancy at will under
applicable law. Tenant shall be subject to immediate eviction and removal, and
Landlord, in addition to all other remedies available to it hereunder, shall
have the right to receive as liquidated damages for all the time Tenant shall so
retain possession of the Premises or any part thereof, an amount equal to twice
the Base Rent specified in the Lease, as applied to such period together with
all other payments required hereunder as Additional Rent.
Tenant shall also pay any and all damages, including but not limited to,
consequential damages sustained by Landlord as a result of such hold-over.
Tenant will vacate the Premises and deliver same to Landlord immediately upon
Tenant's receipt of notice to do so from Landlord. The Rent during such
hold-over period shall be payable to Landlord on demand. No holding over by
Tenant, whether with or without consent of Landlord, shall operate to extend the
Lease Term.
SEC. 27. NON-WAIVER: No waiver by Landlord of any provision of this Lease
or of any breach by Tenant hereunder shall be deemed to be a waiver of any other
provision hereof, or of any subsequent breach by Tenant of the same or any other
provision. Landlord's consent to or approval of any act by Tenant requiring
Landlord's consent or approval shall not be deemed to render unnecessary the
obtaining of Landlord's consent to or approval of any subsequent act of Tenant.
No act or thing done by Landlord or Landlord's agents during the term of this
Lease shall be deemed an acceptance of a surrender of the Premises, unless done
in writing signed by Landlord. The acceptance of any Rent by Landlord following
a breach of this Lease by Tenant shall not constitute a waiver by Landlord of
such breach or any other breach unless such waiver is expressly stated in
writing signed by Landlord.
SEC. 28. SUBORDINATION AND ATTORNMENT:
a. This Lease shall be subject to and subordinate to any lease (including
ground lease) wherein Landlord is the tenant and to the lien of any and all
mortgages or deeds of trust, regardless of whether such lease, mortgages or
deeds of trust now exist or may hereafter be created with regard to all or any
part of the Building or the Property, or both, and to any and all advances to be
made thereunder, and to the interest thereon, and all modifications,
consolidations, renewals, replacements, and extensions thereof. Tenant also
agrees that any lessor or mortgagee may elect to have this Lease prior to any
lease or lien of its mortgage or deed of trust, and in the event of such
election and upon notification by such lessor or mortgagee to Tenant to that
effect, this Lease shall be deemed prior to the said lease or lien of its
mortgage or deed of trust, whether this Lease is dated prior to or subsequent to
the date of said lease, mortgage or deed of trust.
b. In the event of the sale or assignment of Landlord's interest in the
Premises (except in a sale - leaseback financing transaction), Tenant shall
attorn to and recognize such purchaser or assignee or mortgagee as Landlord
under this Lease, provided that the transferee or assignee assumes all of
Landlord's obligations hereunder and provided further that Tenant shall not be
disturbed in its possession so long as it is not in default hereunder.
c. In the event of any proceedings brought for the foreclosure of any
mortgage or deed of trust covering the Property, or in the event of the exercise
of a power of sale pursuant thereto and upon the written request of a purchaser
at such foreclosure proceedings, Tenant shall, at the request of such purchaser,
attorn to and recognize such purchaser as Landlord under this Lease, provided
that the transferee or mortgagee assumes all of Landlord's obligations hereunder
and provided further that Tenant shall not be disturbed in its possession so
long as it is not in default hereunder.
d. Tenant agrees that, upon the request of Landlord, or any such lessor or
mortgagee, Tenant shall execute and deliver whatever instruments may reasonably
be required for such purposes in order to carry out the intent of this Section.
10
SEC. 29. TRANSFER OF LICENSES: Upon the expiration or earlier termination
of the Lease Term, Tenant shall use its best efforts to transfer (to the extent
legally transferable) to Landlord or Landlord's nominee, without additional
consideration to Tenant, all licenses (except Tenant's operating licenses),
operating permits and other governmental authorizations and all contracts,
including contracts with governmental or quasi-governmental entities which may
be necessary or useful in the operation of the Property.
SEC. 30. SUCCESSORS AND ASSIGNS: Except as otherwise provided in this
Lease, all of the covenants, conditions and provisions of this Lease shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors and permitted assigns.
SEC. 31. TIME: Time is of the essence.
SEC. 32. APPLICABLE LAW: This Lease shall be governed by and construed
pursuant to the laws of the Commonwealth of Virginia.
SEC. 33. SEVERABILITY: If any provision of this Lease or the application
thereof to any person or circumstances shall be invalid or unenforceable to any
extent, the remainder of this Lease and the application of such provisions to
other persons or circumstances shall not be affected thereby and shall be
enforced to the greatest extent permitted by law.
SEC. 34. AUTHORITY OF TENANT: If Tenant or Landlord, as the case may be,
executes this Lease in other than an individual capacity, each of the persons
executing this Lease on behalf of Tenant or Landlord, as the case may be, does
hereby personally covenant and warrant that Tenant or Landlord, as the case may
be, is a duly authorized and existing legal entity as herein represented, that
Tenant or Landlord, as the case may be, has and is qualified to do business in
the State in which the Building is located, that the Tenant or Landlord, as the
case may be, has full right and authority to enter into this Lease, and that
each person signing on behalf of the Tenant or Landlord, as the case may be, is
authorized to do so. Upon request the signatories hereto will furnish
satisfactory evidence of their authority to execute this Lease on behalf of the
respective parties.
SEC. 35. BROKERS: Tenant and Landlord warrant to the other that it has had
no dealings with any real estate broker or agent in connection with the
negotiation of this Lease, and that it knows of no real estate broker or agent
who might be entitled to a commission in connection with this Lease. Tenant and
Landlord agree to indemnify and hold harmless the other party from and against
any liability from all other claims for commissions arising from the negotiation
of this Lease.
11
SEC. 36. NOTICES: All notices which Landlord or Tenant may be required, or
may desire, to serve on the other shall be in writing and shall be served or
delivered in accordance with the provisions and to the addresses specified in
Article XIII of the Lease Administration Agreement. All notices which Landlord
or Tenant may be required, or may desire, to serve on PhyCor, Inc. shall be in
writing and shall be either (a) delivered in person, (b) sent by certified mail,
return receipt requested, (c) delivered by a recognized delivery service which
takes a receipt on delivery or (d) sent by facsimile transmission and addressed
as follows:
PhyCor, Inc.: PhyCor, Inc.
30 Burton Hills Boulevard, Suite 500
Nashville, Tennessee 37215
Attn: President
Phone: (615) 665-9066
Fax: (615) 665-9088
With a copy to: William E. Shofner, Esq.
Waller, Lansden, Dortch & Davis
511 Union Street, Suite 2100
Nashville, Tennessee 37219-1760
Phone: (615) 244-6380
Fax: (615) 244-6804
SEC. 37. RELATIONSHIP OF LEASE TO LEASE ADMINISTRATION AGREEMENT:
Notwithstanding any provision herein to the contrary, no provision in this Lease
shall be construed or interpreted to limit or abrogate any of the terms and
provisions of the Lease Administration Agreement. In the event any term or
provision of this Lease shall contradict any term or provision in the Lease
Administration Agreement, the Lease Administration Agreement shall govern and
control.
SEC. 38. ENTIRE AGREEMENT: Except for the terms and provisions of the Lease
Administration Agreement, this Lease contains all of the agreements of the
parties hereto with respect to this Lease, and no prior agreement, understanding
or representation pertaining to any such matter shall be effective for any
purpose. No provision of this Lease may be amended or added to except by an
agreement in writing signed by the parties hereto or their respective successors
in interest.
12
SEC. 39. COUNTERPARTS: This Agreement may be signed in one or more
counterparts, duplicate signature pages or facsimile signature pages, with the
same force and effect as if all required signatures were contained in a single
original instrument. Any one or more of such counterparts, duplicate signature
pages or facsimile signature pages may be removed from any one or more original
copies of this Agreement and annexed to other counterparts, duplicate signature
pages or facsimile signature pages to form a completely executed original
instrument.
IN WITNESS WHEREOF, the parties have caused this Lease to be executed by
their respective duly authorized officers.
TENANT: LANDLORD:
LEWIS-GALE CLINIC, L.L.C. HRT OF ROANOKE, INC.
By:________________________________ By:________________________________
Print Name: _______________________ Print Name:________________________
Its________________________________ Its:_______________________________
13
EXHIBIT "A"
PROPERTY DESCRIPTION
LEWIS-GALE CLINIC
PARCEL I TRACT I (0.432 AC)
Being a tract of land situated in Salem, Virginia and designated as Tract I,
containing 0.432 acre of land and designated as tax #303-1-2.
COMMENCING at corner #1, said corner #1
being the intersection of the property of Lewis Gale Hospital as recorded in
Deed Book 4, Page 176 (Tax #283-2-1) and Tract IIB, said corner #1 lying on the
northerly right-of-way line of Keagy Road (50' R/W);
Thence along the line common to said property of Lewis Gale Hospital and
Tract IIB, the following courses and distances, N 22(Degree) 56' 30 E. 212.01
feet to a point;
Thence S 67(Degree) 03' 30 E. 5.66 feet to the Actual Point of BEGINNING;
Thence S 67(Degree) 03' 30 E. 37.84 feet along the line common to said property
of Lewis Gale Hospital, Inc. and property herein described to a point;
Thence N 22(Degree) 56' 30 E. 88.58 feet along said common line to a point;
Thence S 67(Degree) 03' 30 E. 7.65 feet along the line common to aforesaid Tract
IIB and the property herein described to a point;
Thence N 22(Degree) 56' 30 E. 35.20 feet along said common line to a point;
Thence S 67(Degree) 03' 30 E. 79.00 feet along said common line to a point;
Thence S 22(Degree) 56' 30 W. 35.20 feet along the line common to Tract IIA
(tax parcel #303-1-2.1) and the herein described tract;
Thence along said common line the following courses and distances, S 67(Degree)
03' 30 E. 17.05 feet to a point;
Thence S 22(Degree) 56' 30 W. 73.80 feet to a point;
Thence N 67(Degree) 03' 30 W. 16.97 feet to a point;
Thence S 22(Degree) 56' 30 W. 33.20 feet to a point;
Thence S 67(Degree) 03' 30 E. 16.97 feet to a point;
Thence S 22(Degree) 56' 30 W. 55.02 feet to a point;
Thence N 67(Degree) 03' 30 W. 54.35 feet along the line common to property of
Lewis Gale Medical Foundation as recorded in Deed Book 26, Page 77
(tax #303-1-1) and the herein described property;
Thence N 22(Degree) 56' 30 E.13.02 feet along the line common to the
aforementioned Tract IIB and the herein described property;
14
Thence along said common line for the following courses and distances,
N 67(Degree) 03' 30 W. 51.00 feet to a point;
Thence N 22(Degree) 56' 30 E. 45.44 feet to a point;
Thence N 67(Degree) 03' 30 W. 7.07 feet to a point;
Thence N 22(Degree) 56' 30 E. 6.51 feet to a point;
Thence N 67(Degree) 03' 30 W. 29.12 feet to a point;
Thence N 22(Degree) 56'30 E. 8.47 feet to the Point of BEGINNING and containing
a computed acreage of 0.432 acre (18.829 sq. ft.)
Together with appropriate non-exclusive easements of ingress and egress over and
along private roads (now existing or as may hereafter be constructed and/or
relocated) of Lewis-Gale Hospital, Incorporated, running across its remaining
lands connecting the subject property to Keagy Road and Braeburn Drive.
Together also with easements for general utility purposes over, across and
under remaining properties of Lewis-Gale Hospital, Incorporated, including
water, sewer, drainage, electricity, gas and telephone, such easements to be
reasonable and to be exactly located as might be mutually agreed upon by
Lewis-Gale Hospital, Incorporated, and Industrial Development Authority of the
City of Salem, Virginia, their successors and assigns.
PARCEL I - continued TRACT II-B (3.032 AC)
Being a tract of land situated in Salem, Virginia, and designated as Tract
IIB and containing 3.032 acres of land.
BEGINNING at corner #1, a point located on the northerly right-of-way line
of Keagy Road (50' R/W) and being the corner common to property of Lewis Gale
Hospital, Inc. as recorded in Deed Book 4, Page 176 (tax number 283-2-1) and the
herein described parcel;
Thence along the line common to said property of Lewis Gale Hospital and the
herein described parcel, N 22(Degree) 56' 30 E. 212.01 feet to a point;
Thence S 67(Degree) 03' 30 E. 5.66 feet along said common line to a point;
Thence along the line common to Tract I (tax #303-1-2) and the herein described
parcel, the following courses and distances, S 22(Degree) 56' 30 W. 8.47 feet
to a point;
Thence S 67(Degree) 03' 30 E. 29.12 feet to a point;
Thence S 22(Degree) 56' 30 W. 6.51 feet to a point;
Thence S 67(Degree) 03' 30 E. 7.07 feet to a point;
Thence S 22(Degree) 56' 30 W. 45.44 feet to a point;
Thence S 67(Degree) 03' 30 E. 51.00 feet to a point;
Thence S 22(Degree) 56' 30 W. 13.02 feet to a point;
15
Thence along the line common to property of Lewis Gale Medical Foundation as
recorded in Deed Book 26, Page 77 (tax parcel #303-1-1) and the herein
described parcel the following courses and distances, N 67(Degree) 03' 30 W
48.35 feet to a point;
Thence S 22(Degree) 56' 30 W. 110.58 feet to a point;
Thence S 71(Degree) 03' 15 E. 137.51 feet to a point;
Thence N 22(Degree) 56' 30 E. 78.40 feet to a point;
Thence along the line common to Tract IIA (tax #303-1-2.1) and the herein
described tract the following courses and distances, N 67(Degree) 56' 30 E.
79.65 feet to a point;
Thence S 67(Degree) 03' 30 E. 67.51 feet to a point;
Thence along the line common to Tract IIC (tax # 303-1-2.3) and the herein
described parcel, S 23(Degree) 00' 34 W. 32.79 feet to a point;
Thence S 21(Degree) 59' 26 E. 40.22 feet to a point;
Thence S 66(Degree) 59' 26 E. 130.79 feet to a point;
Thence N 23(Degree) 00' 34 E. 83.09 feet to a point;
Thence N 21(Degree) 59' 26 W. 121.21 feet to a point;
Thence S 68(Degree) 00' 34 W. 21.36 feet to a point;
Thence N 36(Degree) 59' 26 W. 37.78 feet to a point;
Thence N 45(Degree) 30' 34 E. 41.22 feet to a point;
Thence N 44(Degree) 29' 26 W. 26.00 feet to a point;
Thence S 45(Degree) 30' 34 W. 20.71 feet to a point;
Thence along the line common to the aforementioned Tract IIA (tax #303-1-2.1)
and the herein described parcel the following courses and distances,N 22 Degree)
56' 30 E. 32.09 feet to a point;
Thence N 67(Degree) 03' 30 W. 185.05 feet to a point;
Thence S 22(Degree) 56' 30 W. 8.83 feet to a point;
Thence along the line common to the aforementioned Tract I (tax #303-1-2) and
the herein described parcel for the following courses and distances,
N 67(Degree) 03' 30 W. 79.00 feet to a point;
Thence S 22(Degree) 56' 30 W. 35.20 feet to a point;
Thence N 67(Degree) 03' 30 W. 7.65 feet to a point;
Thence along the line common to said property of Lewis Gale Hospital, Inc.
(tax #283-2-1) and the herein described parcel the following courses and
distances, N 22(Degree) 56' 30 E. 89.44 feet to a point;
16
Thence S 70(Degree) 20' 51 E. 274.71 feet to a point;
Thence N 52(Degree) 19' 29 E. 14.21 feet to a point;
Thence S 67(Degree) 03' 30 E. 199.58 feet to a point;
Thence along the line common to property of Lewis Gale Building Corporation as
recorded in Deed Book 81, Page 298 (tax #303.1-3) and the herein described
parcel the following courses and distances, S 04(Degree) 00' 00 W. 350.42 feet
to a point, said point lying on the northerly right-of-way line of Keagy Road;
Thence along the line common to the northerly right-of-way of Keagy Road and the
herein described parcel the following courses and distances, N 86(Degree) 00' 00
W. 103.70 feet to a point of curvature to the right;
Thence 323.98 feet along the arc of the curve to the right, whose radius is
980.00 feet, tangent 163.48 feet, delta angle 18(Degree) 56' 30 and chord
bearing and distance N 76(Degree) 31' 45 W. 322.51 feet to a point;
Thence N 67(Degree) 03' 30 W. 221.86 feet to the Point of BEGINNING containing
a computed acreage of 3.032 acres (132,062 SQ. FT.).
Together with appropriate non-exclusive easements of ingress and egress
over and along private roads (now existing or as may hereafter be constructed
and/or relocated) of Lewis-Gale Hospital, Incorporated, running across its
remaining lands connecting the subject property to Keagy Road and Braeburn
Drive.
Together also with easements for general utility purposes over, across
and under remaining properties of Lewis-Gale Hospital, Incorporated, including
water, sewer, drainage, electricity, gas and telephone, such easements to be
reasonable and to be exactly located as might be mutually agreed upon by
Lewis-Gale Hospital, Incorporated, and Industrial Development Authority of the
City of Salem, Virginia, their successors and assigns.
PARCEL II TRACT II-A (0.758 AC)
Being a tract of land situated in Salem, Virginia, designated as Tract IIA,
containing 0.758 acre of land and designated at tax #303-1-2.1.
BEGINNING at a northeasterly corner of Tract 1 (tax #303-1-2), a southerly
corner of Tract IIB and a northwesterly corner of the herein described tract;
Thence along the line common to said Tract IIB and the herein described tract
the following courses and distance, N 22(Degree) 56' 30 E. 8.83 feet to a point;
Thence S 67(Degree) 03' 30 E. 185.05 feet to a point; Thence S 22(Degree) 56' 30
W. 172.33 feet along the aforesaid common line and along the line common to
Tract IIC (tax #303-1-2.3) and the herein described tract;
Thence N 67(Degree) 03' 30 W. 77.20 feet along said common line and along the
line common to the aforementioned Tract IIB and herein described tract;
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Thence S 67(Degree) 56' 30 W. 79.65 feet to a point;
Thence N 22(Degree) 56' 30 E. 22.60 feet along the line common to property
of Lewis Gale Medical Foundation as recorded in Deed Book 26, Page 77
(tax #303-1-1) and the aforementioned tract to a point;
Thence N 67(Degree) 03' 30 W. 34.48 feet along said common line to a point;
Thence N 22(Degree) 56' 30 E. 55.02 feet along the line common to the
aforementioned Tract I (tax #303-1-2) and the herein described tract;
Thence N 67(Degree) 03' 30 W. 16.97 feet along said common line to a point;
Thence N 22(Degree) 56' 30 E. 33.20 feet along said common line to a point;
Thence S 67(Degree) 03' 30 E. 16.97 feet along said common line to a point;
Thence N 22(Degree) 56' 30 E. 73.80 feet along said common line to a point;
Thence N 67(Degree) 03' 30 W. 17.05 feet along said common line to a point;
Thence N 22(Degree) 56' 30 E. 35.20 feet to the Point of BEGINNING and
containing a computed acreage of 0.758 acre (33,014 SQ FT).
Together with the following easements:
(1) A non-exclusive easement for ingress, egress and parking on, over,along
and through all roads, driveways and parking areas no existing and as hereafter
constructed or located on the remaining property of the Industrial Development
Authority of the City of Salem, Virginia, its successors and assigns, located
between Keagy Road and Braeburn Drive.
(2) Such easements as are reasonably necessary for the location,
construction, installation, maintenance, repair, removal, reinstallation and
reconstruction of utilities and utility lines, including without limitation
water, sewer, drainage, electricity, gas and telephone, over, across, under and
through thr remaining property of the Industrial Development Authority of the
City of Salem, Virginia, located between Keagy Road and Braeburn Drive, said
easements to be specifically located by the mutual agreement of Lewis-Gale
Building Corporation and the Industrial Development Authority of the City of
Salem, Virginia, their successors and assigns.
(3) An easement for the lateral support, by the eastern wall of the
Lewis-Gale Clinic building now located on the land of the Industrial Development
Authority of the City of Salem, Virginia, of the building constructed by
Lewis-Gale Building corporation on the above-described land, including the right
to insert into and attached to said wall such beams and other structural
materials as shall be reasonably necessary for the benefit and support of the
building constructed by Lewis-Gale Building Corporation; provided, however, that
such use shall not render unstable or unsafe or otherwise materially adversely
affect the structural integrity of the building not located on Tract I (0.432
Ac.) as hereinabove described.
(4) The easements for ingress and egress over and along existing and future
private roads connecting the hereinabove described property with Keagy Road and
Braeburn Drive and for general utility purposes over, across and under the
property of Lewis-Gale Hospital, Incorporated, which were conveyed to the
Industrial Development Authority of the City of Salem, Virginia, by Lewis-Gale
Hospital, Incorporated, by deed dated July 1, 1971, recorded in the Clerk's
office of the Circuit Court of the City of Salem, Virginia, in Deed Book 17,
page 363, to which deed reference is hereby made for a more particular
description of said easements, said easements to be used in common with the
Industrial Development Authority of the City of Salem, Virginia, and its
assigns.
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PARCEL III TRACT II-C (0.518 AC)
Being a tract of land situated in Salem, Virginia, and designated as Tract
IIC containing 0.518 acre of land and designated as tax #303-1-2.3.
BEGINNING at a point lying in the easterly property line of Tract IIA,
being a southerly point of Tract IIB and being a northwesterly corner of the
herein described parcel, said point also lying S 22(Degree) 56' 30 W. 32.09 feet
from the northeast property corner of the aforementioned Tract IIA;
Thence along the line common to the aforesaid Tract IIB and the herein described
parcel the following courses and distances, N 45(Degree) 30' 34 E. 20.71 feet
to a point;
Thence S 44(Degree) 29' 26 E. 26.00 feet to a point;
Thence S 45(Degree) 30' 34 W. 41.22 feet to a point;
Thence S 36(Degree) 59' 26 E. 37.78 feet to a point;
Thence N 68(Degree) 00' 34 E. 21.36 feet to a point;
Thence S 21(Degree) 59' 26 E. 121.21 feet to a point;
Thence S 23(Degree) 00' 34 W. 83.09 feet to a point;
Thence N 66(Degree) 59' 26 W. 130.79 feet to a point;
Thence N 21(Degree) 59' 26 W. 40.22 feet to a point;
Thence N 23(Degree) 00' 34 E. 32.79 feet to a point;
Thence along the line common to said Tract IIA and the herein described parcel
the following courses and distances, S 67(Degree) 03' 30 E. 9.69 feet to a
point;
Thence N 22(Degree) 56' 30 E. 140.24 feet to the Point of BEGINNING and
containing a computed acreage of 0.518 acre (22,563 SQ FT).acre (22,563 SQ FT).
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