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LEASE AGREEMENT
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Dated as of
June 1, 1995
between
HEALTHCARE PARTNERS, LLC, an Oregon limited liability company
Lessor
and
THE C0RVALLIS CLINIC, P.C., an Oregon professional corporation
Lessee
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The properties affected by this Lease are located in ▇▇▇▇▇▇ County, Oregon.
TABLE OF CONTENTS
ARTICLE SUBJECT PAGE
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1. EXHIBITS AND DEFINITIONS . . . . . . . . . . . . . . . . . . . . 1
2. TERM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3. RENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
4. TITLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
5. LESSEE'S USE. . . . . . . . . . . . . . . . . . . . . . . . . . . 6
6. PARTIALLY NET LEASE; NO SETOFF. . . . . . . . . . . . . . . . . . 7
7. PROPERTY TAXES AND ASSESSMENTS . . . . . . . . . . . . . . . . . 8
8. UTILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
9. SIGNS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
10. LESSEE'S REPAIR . . . . . . . . . . . . . . . . . . . . . . . . . 9
11. INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . 11
12. INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
13. ALTERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
14. DAMAGE OR DESTRUCTION.. . . . . . . . . . . . . . . . . . . . . . 17
15. CONDEMNATION. . . . . . . . . . . . . . . . . . . . . . . . . . . 19
16. LEASE EVENTS OF DEFAULT; REMEDIES . . . . . . . . . . . . . . . . 20
17. ATTORNEYS' FEES . . . . . . . . . . . . . . . . . . . . . . . . . 22
18. ASSIGNMENT AND SUBLETTING . . . . . . . . . . . . . . . . . . . . 23
19. TRADE FIXTURES AND PERSONAL PROPERTY. . . . . . . . . . . . . . . 28
20. MEMORANDUM OF LEASE . . . . . . . . . . . . . . . . . . . . . . . 29
21. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
22. RIGHTS OF SUCCESSORS. . . . . . . . . . . . . . . . . . . . . . . 30
23. HOLDOVER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
24. SUBORDINATION AND ESTOPPEL. . . . . . . . . . . . . . . . . . . . 30
25. MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . . 32
Exhibits
Exhibit A - Legal Description of the Facility Sites
Exhibit B - Basic Lease Data
Exhibit C - Memorandum of Lease
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LEASE AGREEMENT
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THIS LEASE AGREEMENT ("Lease") is entered into effective as of the 1st day
of June, 1995, between HEALTHCARE PARTNERS, LLC, an Oregon limited liability
company ("Lessor"), and THE CORVALLIS CLINIC, P.C., an Oregon professional
corporation ("Lessee").
RECITALS
A. The Lessor is the owner of the real property described as Parcels I,
II and IV in Exhibit A to this Lease.
B. The Lessor is the lessee of the land, exclusive of improvements,
described as Parcels III, V, VI and VII in Exhibit A to this Lease, pursuant to
that certain ground lease dated June 1, 1995 ("Ground Lease"), between Good
Samaritan Hospital Corvallis, an Oregon non-profit corporation, as lessor
("Hospital") and Lessor, as lessee.
C. Pursuant to a Closing Agreement of even date, Hospital and Clinic, as
members of the Lessor, have agreed that the Lessor shall acquire ownership of
the land and improvements described as Parcels III, V, VI and VII in Exhibit A
as soon as the Hospital has completed a required land division process.
D. As to the Parcels described in paragraph B. above in which Lessor
holds only a leasehold interest ("Leased Parcels"), this Lease shall constitute
and be construed as a sublease to the Lessee. All references herein to "lease,"
"leasehold," and the like shall include the sublease to Lessee.
1. EXHIBITS AND DEFINITIONS. The following exhibits are incorporated
into and made a part of this Lease by this reference:
Exhibit A - Legal Description of the Facility Sites
Exhibit B - Basic Lease Data
Exhibit C - Memorandum of Lease
A. DEFINITIONS. The following terms used in this Lease shall have
the definitions hereinafter set forth:
1.1 "Alterations": any activity on or in the Premises which would
require a building permit;
1.2 "Business Day": Any day on which commercial banks are not
authorized or required to close in the State of Oregon.
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1.3 "Claim": Any claim or demand, by any Person, of whatsoever kind
or nature for any alleged Liabilities and Costs.
1.4 "Condemnation": Any taking, for permanent or temporary use, of
all or any part of Premises or any interest therein or right accruing thereto,
as a result of or in lieu of or in anticipation of the exercise of the right of
condemnation or eminent domain.
1.5 "Condemnation Proceeds": The proceeds of any award made to any
Person by any Governmental Authority or any deed in lieu of Condemnation, or as
a result of any judicial proceedings, in connection with any Condemnation of all
or any part of the Premises.
1.6 "Encumbrance": reservations, exceptions, encroachments,
easements, rights-of-way, covenants, conditions, restrictions, leases and other
interests affecting title to the Premises.
1.7 "Event of Loss": Any (a) loss, destruction or damage of or to any
portion of the Premises or (b) any Taking.
1.8 "Facility": The building and any other improvements located at a
Facility Site, and when used in the plural form, each of the Facilities
identified in attached Exhibit A.
1.9 "Facility Site": The land described in attached Exhibit A on
which a Facility is located, and when used in the plural form, each of the
Facilities Sites identified in attached Exhibit A.
1.10 "Indemnitees": The Mortgagees, the Lessor, and its respective
members and such members' subsidiaries, successors, assigns, agents, directors,
officers, shareholders and employees.
1.11 "Lease Commencement Date": The date on which the Lessor becomes
the owner of the Premises, or in the case of the Leased Parcels, the effective
date of the Ground Lease.
1.12 "Lease Year": The twelve (12) calendar month period commencing
on the first day of the first month following the Commencement Date (or if that
date is the first day of the month, on that date) and terminating on the day
next preceding the first anniversary of that date and each subsequent twelve
(12) calendar month period thereafter; provided, however, that if the
Commencement Date is not the first day of a month, the first Lease Year shall
include the period from the Commencement Date to the first day of the first
month following the Commencement Date.
1.13 "Lending Institution": Any commercial, national, or savings
bank, savings and loan association, trust company,
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pension trust, foundation, or insurance company, and any other entity, person,
corporation, partnership, or otherwise making a loan on the security of Lessee's
interest in this Lease or all or any part of the Improvements.
1.14 "Liabilities and Costs": All liabilities, obligations,
responsibilities, losses, damages, punitive damages, consequential damages,
treble damages, costs and expenses (including, without limitation, attorney,
expert and consulting fees and costs of investigation and feasibility studies
and environmental cleanup and ADA barrier removal costs), fines, civil or
criminal penalties and monetary sanctions, interest, direct or indirect, known
or unknown, absolute or contingent, past, present or future.
1.15 "Lien": Any interest in Property securing an obligation owed to,
or a claim by, any Person other than the owner of the Property, whether such
interest shall be based on the common law, statute or contract, whether or not
such interest shall be recorded or perfected and whether or not such interest
shall be contingent upon the occurrence of some future event or events or the
existence of some future circumstance or circumstances, and including the lien
or security interest arising from a mortgage, encumbrance, pledge, adverse claim
or charge, conditional sale or trust receipt, or from a lease, consignment or
bailment for security purposes.
1.16 "Net Proceeds": The gross proceeds constituting Insurance
Proceeds or Condemnation Proceeds less expenses reasonably and actually incurred
in the collection of such gross proceeds.
1.17 "Overdue Rate": Annual interest rate of 12%.
1.18 "Person": Any individual, corporation, limited liability
company, partnership, joint venture, association, joint stock company, trust,
estate, unincorporated organization or government (or any agency or political
subdivision thereof).
1.19 "Premises": A Facility Site, together with the Facility and, if
appropriate in the context in which it is used, all Facilities and Facility
Sites.
1.20 "Property": Any interest in any kind of property or assets,
whether real, personal or mixed, and whether tangible or intangible.
1.21 "Rent": Base Rent in the amount specified in Section 3, below,
plus any and all Supplemental Rent.
1.22 "Supplemental Rent": All amounts (other than Base Rent) which
Lessee assumes the obligation to pay or agrees to pay (whether or not
specifically denominated as "Supplemental Rent") to Lessor under this Lease, and
to the extent permitted by
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Applicable Law, interest at a rate per annum equal to the Overdue Rate on any
payment of Base Rent or Supplemental Rent not paid when due for any period for
which the same shall be overdue.
1.23 "Treasury Rate": As of the date of any determination thereof,
shall mean the rate per annum on issues of thirty (30) year United States
Treasury securities, as published by the Federal Reserve Board for release on
the first business day of the week in which such determination is made in its
Statistical Release H.15 (519) under the heading "Treasury Constant Maturities."
2. TERM.
2.1 GRANT OF LEASEHOLD. Lessor hereby leases to Lessee, and Lessee
hereby leases and takes from Lessor, the Premises for thirty (30) years (the
"Lease Term"). This Lease shall be a binding and enforceable contract on the
date it is executed on behalf of both Lessor and Lessee, but the Lease Term
shall not commence until the Commencement Date.
2.2 EXTENSION OPTIONS. Lessee shall have two options to extend the
term of this Lease for an additional consecutive period of ten Lease Years (the
"Extension Term") for each extension option, such options to be exercised by
written notice from Lessee to Lessor given not less than one hundred eighty
(180) days prior to the Expiration Date. These extension options may only be
exercised if Lessee is not in default hereunder. In the event this Lease is
terminated for any reason, the options granted to Lessee in this paragraph shall
also terminate at the same time. The leasing of the Premises during the
Extension Term shall be upon the same terms and conditions as are contained
herein with respect to the initial term, except that (1) there shall be no
further right to extend the Lease Term after the second option is exercised, and
(2) on the Commencement Date of the Extension Term and upon the fifth
anniversary of the Commencement Date of the Extension Term, the Base Rent shall
be increased by the difference if any between the then current Base Rent and the
fair market Base Rent for the Premises. The fair market Base Rent for the
Premises shall be determined by considering all relevant factors, but the value
of any referrals by Lessee of its patients to the Good Samaritan Hospital for
medical procedures shall not be a relevant factor and shall not be used to
justify any decrease in what would otherwise be the fair market Base Rent.
2.3 ADJUSTMENT OF BASE RENT. If the parties cannot agree upon the
Base Rent rate for the Extension Term then the matter shall be settled by final
and binding arbitration before a panel of three arbitrators. Each party shall
appoint one of the arbitrators and if the parties cannot agree upon a third
arbitrator then the same shall be appointed by a presiding judge of the ▇▇▇▇▇▇
County Circuit Court. All arbitrators shall (i) be MAI certified appraisers
experienced in the appraisal of the fair
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market rent for office buildings in the vicinity of the Premises; (ii) commit to
holding the hearing for the submission of testimony and evidence within thirty
(30) days after their appointment; and (iii) render their decision in the matter
within thirty (30) days after the hearing. The losing party shall pay all of
the costs of the arbitration and the reasonable attorneys fees of the prevailing
party incurred in the arbitration as determined by the arbitrators. Except as
otherwise provided herein, the procedures for the arbitration shall be in
accordance with the rules of the ▇▇▇▇▇▇ County Circuit Court Arbitration
Program.
3. RENT.
3.1 BASE RENT. During the first five Lease Years of the Lease Term,
the Base Rent rate shall be One and 20/100 Dollars ($1.20) per square foot of
floor area contained in the Facilities as more particularly set forth on Exhibit
B. On every fifth anniversary of the Commencement Date, the Base Rent shall be
increased by the difference if any between the then current Base Rent and the
fair market Base Rent for the Premises determined in the same manner as provided
above in Section 2. The Base Rent shall be payable, without notice, setoff or
abatement, in twelve (12) equal monthly installments in advance on the first day
of each calendar month during the Lease Term commencing on the first day of the
first month following the Lease Commencement Date (unless the Lease Commencement
Date is the first day of the month, in which case Rent shall be payable on that
date). Base Rent and Supplemental Rent for any partial month at the beginning
or end of the Lease Term shall be prorated on a daily basis and paid by Lessee
in advance. Prior to or promptly after the Lease Commencement Date, Lessor and
Lessee agree to complete and execute Exhibit B, Basic Lease Data, establishing
significant dates and related matters.
3.2 PRORATION IN EVENT OF EARLY TERMINATION. In the event this Lease
is terminated pursuant to the express provisions of this Lease prior to the end
of the Lease Term, or during or at the end of any holdover period, Rent shall be
prorated on a daily basis to the date of termination. Lessor shall refund to
Lessee any Rent paid in advance and unearned at the time of termination and any
other sums paid by Lessee for periods beyond the date of termination (after
deduction of any amounts otherwise owed by Lessee).
3.3 PAYMENT OF SUPPLEMENTAL RENT. Any Supplemental Rent payable
hereunder shall be payable when due hereunder or, if no due date is specified,
on demand.
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4. TITLE.
4.1 WARRANTY OF TITLE. Lessor warrants to Lessee that Lessor has
good and marketable title to the Premises, except for the Leased Parcels, in
which the Lessor has a leasehold interest. Lessor has full right to make this
Lease.
4.2 COVENANT OF QUIET ENJOYMENT. So long as no breach of this Lease
exists, Lessor covenants that Lessee shall have quiet and peaceful use,
enjoyment, operation and possession of the Premises and all of the rights
granted hereunder without interference by Lessor, anyone acting by, through or
under Lessor, or anyone having title or any Lien, Encumbrance or other interest
paramount to Lessor. Lessor will comply with each of the terms of the Ground
Lease, except to the extent that Lessee is responsible for compliance under this
Lease.
5. LESSEE'S USE.
5.1 USE. Lessee may use the Premises for performing routine
procedures normally done in a multi-specialty medical clinic in Oregon or
Washington and any other medical procedures which are not a Prohibited Activity
as defined below. In order to avoid under-utilization of hospital facilities
and duplicative capital investment in health care facilities, Lessee shall not
be permitted to use the Premises for any Prohibited Activity as defined below.
A "Prohibited Activity" is any medical procedure which (i) is not normally done
in a multi-specialty medical "clinic in Oregon or Washington (ii) is the same as
or in competition with the services available at the adjacent hospital operated
by Good Samaritan Hospital, and (iii) would require a new capital investment of
$50,000 or more to commence the activity. The following are also included in
the term "Prohibited Activities": (a) any procedure requiring general
anesthesia; (b) any procedure requiring an overnight stay either as an inpatient
or as an outpatient; (c) operation of 24 hour recovery centers, labor and
delivery facilities or a newborn nursery; and (d) cardiology catheterization
laboratory services. Lessor may withhold consent in its sole and unfettered
discretion with respect to any use of the Premises other than that which is
permitted by the terms of this Section.
5.2 ARBITRATION OF USE DISPUTES. Any dispute arising under Section
5.1 shall be resolved by arbitration in the same manner as for adjustment of the
Base Rent as set forth in Section 2.3, above, except that the arbitrators shall
be licensed attorneys with extensive experience and expertise in health care law
and antitrust law. The arbitrators shall have jurisdiction to interpret the
language of the Lease and also to review and determine whether enforcement is
consistent with applicable antitrust principles. The arbitrator may not award
damages to either party under this section. If the arbitrators determines that
Lessee is using the Premises in a way contrary to Section
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5.1, lessee shall have a grace period of 45 days after the arbitrator's
determination to terminate the unauthorized use of the Premises. If the
unauthorized use has not been terminated at the end of the grace period, the
unauthorized use shall be deemed a material breach of this Lease.
5.3 COMPLIANCE WITH LAWS. Lessee, at its expense, shall duly procure
and thereafter maintain all necessary governmental approvals and submit evidence
of the same to Lessor for inspection upon request. Lessee, at its sole cost and
expense, shall at all times comply with the terms and conditions of any and all
governmental approvals and applicable laws affecting its use of the Premises.
Lessee shall at its sole cost and expense promptly comply with all requirements
of insurance bodies. Lessee shall at its sole cost and expense make any
alterations, repairs, replacements and improvements to the Premises necessitated
by applicable law or government rule or regulation and the requirements of
insurance bodies except to the extent the same would be a capital item having a
useful life exceeding the balance of the lease term in which case the cost shall
be equitably prorated. The party bearing the majority of any such expense shall
be responsible to do the work. The other party shall reimburse the party doing
any such work upon evidence of Lien free completion of the work. Lessee shall
have the right to contest the necessity and extent of any governmental approvals
and applicable laws , including the nature of necessary improvements,
alterations, repairs, or replacements to the Premises, except that Lessor need
not allow such a contest by Lessee (A) while Lessee is in default or breach of
this Lease and the default or breach is continuing, (B) if such proceedings will
involve a material danger of the sale or any risk of forfeiture or loss of, or
the creation of any Lien or Encumbrance on the Premises as to which the Tenant
has not provided adequate security to Landlord or (C) if such Claim involves the
potential imposition of criminal liability on Lessor or material civil liability
on Lessor which Lessee is not obligated to pay or which, in the reasonable
opinion of Lessor, Lessee would be unable to pay. Lessee shall not use or allow
the Premises to be used for any unlawful purpose, nor shall Lessee cause or
maintain or permit any nuisance in, on, or about the Premises. Lessee shall not
commit or allow the commission of any waste in, on, or about the Premises.
Lessee shall not do or permit anything to be done on or about the Premises or
bring or keep anything therein which will cause a cancellation of the building
insurance or otherwise adversely affect the availability of insurance in any
manner. Lessee shall be fully and completely liable to Lessor for, and shall
indemnify, defend and hold Lessor harmless from, any and all Claims, Liabilities
and Costs incurred by Lessor as a result of Lessee's failure to perform its
obligations under this Section 5 of the Lease.
6. PARTIALLY NET LEASE; NO SETOFF.
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This Lease is a net lease except for the amount (the "Base Amount") of the real
estate taxes and assessments ("Real Estate Taxes") levied against the Premises
for the fiscal year ending in the first Lease Year of the Lease Term. In
addition to the Base Rent described on Exhibit B, Lessee shall pay all costs and
expenses of every character, whether foreseen or unforeseen, ordinary or
extraordinary or structural or nonstructural, in connection with the use,
operation, maintenance, repair and reconstruction of the Premises other than the
Base Amount of Real Estate Taxes. Notwithstanding any other provision of this
Lease, it is intended that Base Rent and Supplemental Rent shall be paid without
notice, demand, counterclaim, setoff, deduction and without abatement,
suspension, deferment, diminution or reduction. The obligations and liabilities
of Lessee hereunder shall in no way be released, discharged or otherwise
affected (except as may be expressly provided herein) for any reason. Except as
otherwise expressly provided herein, Lessee shall pay to the parties
respectively entitled thereto, as Supplemental Rent, all utility charges,
increases in Real Estate Taxes over the Base Amount, personal property taxes,
insurance premiums, operating charges, repair and maintenance charges and any
other costs and expenses that may accrue or become due and payable during the
Lease Term relating to the Premises or arising from the construction,
management, maintenance, preservation or operation of, or from any use,
occupancy or activity conducted in, on or about the Premises and any machinery,
equipment or other personal property now or hereafter constituting a part of the
Premises.
7. PROPERTY TAXES AND ASSESSMENTS.
7.1 REAL ESTATE. Lessor shall pay all Real Estate Taxes to the
▇▇▇▇▇▇ County Tax Collectors on or before the due date. Payment may be by any
permitted installment method. Lessee shall pay Lessor Supplemental Rent
throughout the Lease Term in the amount, if any, by which the current Real
Estate Taxes exceed the Base Amount of Real Estate Taxes. Such Supplemental
Rent shall be payable monthly in advance with the Base Rent in the amount Lessor
reasonably estimates will be necessary to provide sufficient funds with which to
pay any increase over the Base Amount of Real Estate Taxes. As soon as the
actual increase is determined, Lessee shall pay Lessor any deficiency in
Supplemental Rent upon demand or credit any overpayment to the next due payment
of Rent. Any assessments for capital improvements having a useful life
extending beyond the Lease Term shall be equitably prorated so that Lessee only
pays for increases caused by such assessments to the extent of the useful life
of the capital improvement falling within the Lease Term. Real Estate Taxes
shall also include any tax, assessment, charge or fee in substitution for or in
addition to such real estate taxes or assessments, and/or a tax on rents in
substitution for or in addition to such real estate taxes or assessments, but
shall not include any income tax assessed against Lessor. Upon request made
after the Real Estate Tax
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Statement is received by Lessor each year, Lessor shall provide Lessee with
copies of the same and evidence of payment. Lessee shall have the right to
contest the amount or validity of the increases in Real Estate Taxes which
Lessee is required to pay hereunder, and for that purpose, Lessee shall have the
right to file in the name of Lessor all such protests or petitions and to
institute and prosecute such proceedings as Lessee may deem necessary for the
purpose of such contest. Lessee shall pay the cost of prosecuting such contest.
If payment is necessary in order to avoid penalties or interest accruing thereon
Lessee must pay the Supplemental Rent with respect to such Real Estate Taxes
prior to the resolution of such protest or proceeding. Any refund of any Real
Estate Taxes paid indirectly by Lessee through its Supplemental Rent shall be
the property of Lessee, and Lessor agrees to pay the same to Lessee promptly in
the event payment thereof is initially made to Lessor.
7.2 PERSONAL PROPERTY. Lessee shall pay promptly when due all
personal property taxes assessed during the Lease Term upon Lessee's fixtures,
furnishing, equipment and stock in trade or upon the Lessee's leasehold interest
under this Lease or upon any other personal property situated in or upon the
Premises.
8. UTILITIES.
Lessee agrees to pay for all water, heat, gas, electricity, garbage
collection and all other utility services consumed or used by Lessee in
connection with its occupancy of the Premises after the Lease Commencement Date.
Lessee acknowledges that Lessor shall have no responsibility to provide water,
heat, gas, electricity, garbage collection or any other utility service to be
consumed or used by Lessee in connection with its occupancy of the Premises.
9. SIGNS.
Lessee may, upon receipt of Lessor's written approval, which approval
shall not be unreasonably withheld, at its own expense erect, maintain and
illuminate signs on each Facility and elsewhere on the Premises. Any signs
installed by Lessee shall be erected and maintained at Lessee's sole cost and
expense and shall conform to all applicable rules and regulations of any
Governmental Authority and all sign criteria set forth in plans approved by
Lessor. At the termination of this Lease, all such signs, symbols and
advertising matter attached to or painted upon the exterior of each Facility
shall be removed by Lessee at its own expense. Lessee shall repair any damage
or injury to the Premises caused by the construction, maintenance or removal of
any sign. Lessor hereby grants consent for all signs existing on the Premises as
of the Commencement Date of this Lease.
10. LESSEE'S REPAIR.
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10.1 LESSEE'S MAINTENANCE AND REPAIR OBLIGATION. Lessee shall, at all
times during the Lease Term, preserve and maintain the Premises, including
parking areas, access drives, landscaping and exterior painting, in good
condition and repair. Lessee shall keep and maintain the exterior of each
Facility, including structural components, roof membrane, exterior surfaces and
all window and door glass in good condition and repair and shall keep and
maintain the interior of each Facility, including without limitation, structural
components, plumbing, heating, air conditioning and electrical equipment, in
good condition and repair during the Lease Term. Lessee agrees to maintain the
portion of the Premises that is outside each Facility in good condition and
repair, clean, and free of debris, snow and ice, properly landscaped, and
adequately lighted when each Facility is open for business. The maintenance and
operation of the Premises shall include, without limitation, all general
exterior maintenance and repairs, resurfacing, or striping, restriping,
cleaning, snow removal, sweeping and janitorial services; maintenance and repair
of sidewalks, access drives, curbs and signs, landscaping, irrigation sprinkler
systems, lighting, directional signs and other markers and bumpers, storm
drainage systems and any other utility systems. Lessee shall fulfill the
obligations under this Section 10.1 at its sole cost and expense except to the
extent of any items of a capital nature having a useful life in excess of the
Lease Term, the cost and expense of which shall be equitably prorated. In the
event such a proration results in the Lessor being responsible for a majority of
the cost and expense of any such capital items, the Lessor shall also be
responsible to do the work. The party doing the work shall have the right to be
reimbursed by the other party upon presentation of evidence of Lien free
completion of the work
10.2 REPAIRS BY LESSEE. Lessee may make such repairs to the Premises
as Lessee deems desirable, but no repairs to the Premises shall be made which
diminish the value of the Premises or impair the structural integrity of the
Facilities or materially reduce the size of the Facilities or the number of
parking spaces on the Facility Sites (except for any temporary reduction in the
size of a Facility or the number of parking spaces in connection with any such
repair). All repairs shall be performed in accordance with the provisions of
Article 13. Lessee shall not permit any Liens to be enforced against the
Premises for work done or materials furnished by or on behalf of Lessee. Lessee
may contest in good faith the validity of any such Lien by appropriate
proceedings diligently conducted so long as (a) Lessee establishes and maintains
adequate reserves in accordance with generally accepted accounting principles
with respect thereto and (b) Lessor's title to the Premises will not be
materially adversely affected thereby. Upon a final determination of the
validity of any contested Lien, Lessee shall cause the Lien to be satisfied and
released of record.
10.3 CONDITION UPON SURRENDER. Upon expiration of this Lease, Lessee
shall surrender possession of the Premises to
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Lessor in good condition, and subject to ordinary physical depreciation and wear
and tear, provided such damage was not caused by the willful misconduct of
Lessee, and provided further that in the event there is unrepaired damage by
fire or other casualty to the Premises at the time Lessee surrenders possession,
Lessee shall, at Lessor's option, either (a) restore the damage in accordance
with Section 14.1, or (b) pay to Lessor all insurance proceeds received with
respect thereto but not yet applied to the restoration of the Premises, and
assign the proceeds of all insurance policies covering such damage to Lessor.
Any such assignment of insurance proceeds shall not be construed as to limit
Lessee's obligation to repair and restore the Premises as provided for in
Section 14.1. Lessee shall surrender possession of the Facilities with operable
mechanical systems and a functioning roof membrane in good condition and repair.
11. INDEMNIFICATION
11.1 GENERALLY. Lessee shall indemnify and hold harmless the
Indemnitees from and against any and all third party claims for bodily injury
and/or property damage arising from or in connection with any accident, injury
or damage whatever even if caused by the negligence of the Indemnitees occurring
in, at or upon the Premises; together with all costs, expenses and liabilities
incurred or in connection with each such claim or action or proceeding brought
thereon, including, without limitation, all attorneys' fees and expenses at
trial and upon appeal or review. The foregoing indemnity obligation of the
Lessee shall be limited to a maximum dollar amount of liability equal to the
minimum dollar amount of liability insurance coverage required of the Lessee
under this Lease, it being intended that this Section function only as a
no-fault allocation of the risks to be covered by the Lessee's liability
insurance consistent with the provisions of Section 12 such as the additional
insured requirements and the waiver of subrogation rights. Lessee shall
maintain liability insurance that covers the Lessee's indemnification
obligations under this Lease by means of the contractual liability coverage
provisions typically found in comprehensive general liability insurance
policies.
11.2 NOTICE OF AND DEFENDING AGAINST ACTIONS. If any Indemnitee or
Lessee shall have knowledge of any Claim hereby indemnified against, such
Indemnitee or Lessee, as the case may be, shall give prompt written notice
thereof in reasonable detail describing such Claim to Lessee or such Indemnitee,
as the case may be, but (a) neither a failure by Lessee so to notify an
Indemnitee nor a failure by an Indemnitee so to notify Lessee shall relieve
Lessee from any liability which it may have to such Indemnitee, and (b) nothing
contained in this sentence shall be construed to limit the right of Lessee to
pursue any Claim it may have against such Indemnitee in a court of law or
otherwise. Lessee may, at its expense, resist and defend any action, suit or
proceeding in respect of which Lessee would be required to
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indemnify hereunder, or cause the same to be resisted and defended, by counsel
for the insurer of the liability or by counsel designated by Lessee and
reasonably approved by such Indemnitee. In the event Lessee assumes the defense
of any such action, any Indemnitee shall have the right to representation by
separate counsel in such action and participate therein, and the fees and
expenses of such counsel shall be at the expense of such Indemnitee except that
such fees and expenses shall be for the account of Lessee if (i) the
representation by such counsel has been specifically authorized by Lessee, or
(ii) the named parties to such action (including any impleaded parties) include
both such Indemnitee and Lessee and representation of such Indemnitee and Lessee
by the same counsel would be inappropriate under applicable standards of
professional conduct due to actual or potential conflicting interests between
them. Notwithstanding any of the foregoing to the contrary, Lessee shall not be
entitled to assume responsibility for and control of any such judicial or
administrative proceedings (A) while a Lease default or breach of this Lease
shall have occurred and be continuing, (B) if such proceedings will involve a
material danger of the sale or any risk of forfeiture or loss of, or the
creation of any Lien or Encumbrance on the Premises or (C) if such Claim
involves the potential imposition of criminal liability on such Indemnitee, or
material civil liability on such Indemnitee which Lessee is not obligated to pay
or which, in the reasonable opinion of such Indemnitee, Lessee would be unable
to pay. Upon the payment in full of any Claim, Liability or Costs pursuant to
this Article 11 by Lessee, Lessee shall, to the extent of such payment, be
subrogated to any right of the Indemnitee to be indemnified in respect of such
matter by any other Person. Any Claim otherwise payable by Lessee hereunder
shall be reduced by any amount received by an Indemnitee in respect of such
Claim from any other Person, and if such amounts are received by any Indemnitee
following Lessee's payment of any Claim such amounts shall be received in trust
for and paid over promptly to Lessee. Nothing in this Article 11 shall give any
right to any Person other than Lessee and the Indemnitees, including any right
of subrogation.
12. INSURANCE.
12.1 Lessee shall maintain insurance in respect of the Premises of the
following character:
(1) property insurance against all risks of direct physical
loss, including loss by fire, lightning and other risks which at the time
are included under usual and customary extended coverage endorsements in
amounts sufficient to prevent Lessor or Lessee from becoming a co-insurer of
any loss, but in any event not less than one hundred percent (100%) of the
actual replacement value of the Facilities. Any deductible amounts under
such insurance policies in excess of Fifty Thousand Dollars ($50,000) shall
be subject to the approval of Lessor;
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(2) business interruption insurance (or other insurance against
loss of rental income) sufficient to protect against loss of revenues in an
aggregate amount equal to the sum of Base Rent, the anticipated increase in
Real Estate Taxes over the Base Amount of Real Estate Taxes, insurance
premiums and any other Supplemental Rent payable under this Lease for one
year with a maximum deductible of 30 days' Rent;
(3) commercial general liability insurance against claims for
bodily injury, death or property damage occurring on, in or about the
Premises, and any claims arising out of the ownership, operation,
maintenance, condition and use of the Premises, in the minimum amount of
Two Million Dollars ($2,000,000) for each occurrence, and additional
coverage of not less than Eight Million Dollars ($8,000,000) under an
umbrella liability policy, subject to a deductible of up to Fifty Thousand
Dollars ($50,000) per occurrence, or in such greater amounts as shall be
approved by Lessor. The insurance coverage required by the preceding
sentence may be provided in a combined single limit policy in the minimum
amount of Two Million Dollars ($2,000,000);
(4) to the extent required by the law of the state in which the
Premises are located, worker's compensation insurance, including employer's
liability, disability and similar insurance as required by Oregon law;
(5) during any period of construction on any portion of the
Premises, builder's risk insurance on a completed value, nonreporting basis
for the total cost of such alterations or improvements and worker's
compensation insurance as required by applicable law. Any deductible
amounts exceeding Fifty Thousand Dollars ($50,000) under the builder's risk
policy shall be subject to the approval of Lessor.
Such insurance shall be written by companies which are rated "B VII" or above by
A.M. Best Company (or a comparable rating by any comparable successor rating
agency) and which are legally qualified to issue such insurance. If the
Premises or any part thereof shall be damaged or destroyed, and if the estimated
cost of rebuilding, replacing or repairing the same shall exceed One Hundred
Thousand Dollars ($100,000), Lessee shall promptly notify Lessor.
12.2 Every such policy shall:
(1) designate, except in the case of workers' compensation
insurance and employer liability insurance, Lessor as additional insured and
loss payee;
(2) provide (except for workers' compensation, public and
employer liability insurance) that (i) all insurance
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proceeds in excess of $5,000 per event of loss shall be payable to Lessor to be
held and, unless a Lease default or breach of this Lease shall have occurred and
be continuing, applied as provided in Article 14, (ii) insurance proceeds for
any losses (in excess of permitted deductibles) of less than One Hundred
Thousand Dollars ($100,000) shall be adjusted with Lessee provided there is no
Lease default or breach of this Lease (in which case such proceeds shall be
adjusted with Lessor), and (iii) all insurance proceeds for losses (in excess of
permitted deductibles) of One Hundred Thousand Dollars ($100,000) or more shall
be adjusted with Lessor and Lessee;
(3) provide that there shall be no recourse against Lessor for
the payment of premiums or commissions or (if such policies provide for the
payment thereof) additional premiums or assessments;
(4) provide that such insurance shall be primary insurance
without any right of contribution from any other insurance carried by Lessor,
and that all provisions thereof, except the limits of liability (which shall be
applicable to all insurers as a group) and liability for premiums (which shall
be solely a liability of Lessee), shall operate in the same manner as if there
were a separate policy covering each insured;
(5) provide that Lessor will be furnished with at least thirty
(30) days advance written notice of any material change or cancellation or
expiration or non-renewal of coverage, and that such material change,
cancellation or expiration shall not be effective as to Lessor prior to the
expiration of such period after notice to Lessor;
(6) waive any right of subrogation of the insurers thereunder
against Lessor or any other Indemnitees, and any right of the insurers to any
setoff or counterclaim or any other deduction, whether by attachment or
otherwise, with respect to any liability of any such person insured under such
policy; and
(7) provide that any losses recovered under the insurance
described in this Article 12 shall not be invalidated notwithstanding (A) any
act, failure to act or negligence or violation of warranties, declarations, or
conditions contained in such policy by any named insured or owner of the
property, (B) the occupation or use of the Premises for purposes more hazardous
than permitted by the terms thereof, (C) any foreclosure or other action or
proceeding or notice of sale relating to the property or, (D) any change in
title or ownership of the property.
12.3 Within forty-five (45) days after the end of each Fiscal Year of
Lessee, Lessee shall deliver to Lessor (i) a list prepared as of the last day of
such Fiscal Year describing all insurance maintained in accordance with this
Article 12 (and in
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particular describing risks insured against, coverage, amounts, deductibles, the
identity of insurers and expiration dates) and (ii) a certificate of a
Responsible Officer of Lessee, confirmed by an insurance certificate of the
respective insurers, to the effect that all premiums due under such policies
have been paid in full and that such insurance meets all requirements of this
Article 12.
12.4 Lessee will deliver to Lessor, promptly upon any request
therefor, (i) the originals or copies certified by the insurer of all policies
evidencing all insurance required to be maintained under this Article 12 and
(ii) evidence as to the payment of all premiums due thereon; PROVIDED that
Lessor shall not be deemed by reason of Lessor's respective custody of such
policies to have knowledge of the contents thereof. Lessee shall deliver to
Lessor a new policy or certificate evidencing such new policy as replacement for
any expiring policy at least 30 days prior to the date of such expiration.
12.5 Lessor shall have the right (but not the obligation), at its
expense, to obtain any insurance in respect of the Premises or any part thereof;
PROVIDED, HOWEVER, that such insurance shall not be for the benefit of Lessee;
and PROVIDED, FURTHER, that the insurance maintained by Lessee in accordance
with the requirements of this Article 12 shall at all times be primary.
12.6 Any separate policies of insurance obtained or carried by Lessor
pursuant to Section 12.5 above shall not be concurrent in form or contributing
in the event of loss with those required to be maintained by Lessee in
accordance with this Article 12 and shall not prejudice or reduce the proceeds
of the insurance required to be maintained by Lessee under this
Article 12.
12.7 In addition to the foregoing, if Lessee shall be in default in
respect of its obligations to obtain insurance pursuant to this Article 12,
Lessor shall have the right (but not the obligation), and without, in any way,
limiting or otherwise modifying any other rights or remedies of Lessor under
this Lease by reason of such default or otherwise, to obtain such insurance at
the expense of Lessee and, in such event, Lessee shall reimburse Lessor upon
demand for the cost thereof, together (to the extent permitted by Applicable
Law) with interest thereon at the Overdue Rate.
12.8 Lessee shall notify Lessor of any insurer (other than insurers
providing insurance on the Lease Commencement Date), each of which must be
approved by Lessor.
13. ALTERATIONS.
13.1 IMPROVEMENTS BY LESSOR. Lessor, at Lessor's expense, agrees
that Lessor will remodel the ▇▇▇▇▇▇ Building in
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accordance with plans and specification prepared by E. B. Architects and
identified as Construction Documents, Volume 1: Project Manual, and Volume 2:
Detail Manual, both dated July 15, 1994, together with Addendum No. 1 dated
August 3, 1994 and Addendum No. 2 dated August 26, 1994. Lessor will use its
best efforts to complete such work by January 1, 1997, subject to delays beyond
the reasonable control of Lessor.
13.2 REQUIREMENTS. Lessee shall not make or suffer to be made any
Alterations in, on, or to the Premises or any part thereof which will cost in
excess of $5,000.00 without the prior written consent of Lessor, which consent
will not be unreasonably withheld or delayed. If Lessor fails to respond within
30 days of receipt of any written request for consent to Alterations, the
Alterations shall be deemed to have been approved provided that the written
request contains a prominent warning of the date which is the deadline and that
failure to respond by such deadline will constitute deemed consent pursuant to
this Section of the Lease. Any such Alterations in, on, or to the Premises,
except for Lessee's movable furniture and equipment, shall immediately become
Lessor's property and, at the end of the term hereof, shall remain on the
Premises without compensation to Lessee. In the event Lessor consents to the
making of any such Alterations by Lessee, the same shall be made by Lessee, at
Lessee's sole cost and expense, in accordance with plans and specifications
approved by Lessor, and any contractor or person selected by Lessee to make the
same must first be approved in writing by Lessor. If the Alterations shall be
made by Lessor for Lessee's account, Lessee shall reimburse Lessor for the cost
thereof within twenty (20) days after receipt of a statement, setting forth the
actual cost of such Alterations. In any event Lessee shall pay Lessor a
reasonable administrative charge. If removal was reasonably made a condition of
the consent to the alterations, upon the expiration or sooner termination of
the Lease Term, Lessee shall, upon demand by Lessor, at Lessee's sole cost and
expense forthwith and with all due diligence, remove any or all Alterations made
by or for the account of Lessee designated by Lessor to be removed, and Lessee
shall forthwith, and with all due diligence, at its sole cost and expense,
repair and restore the Premises to their original condition, subject to ordinary
wear and tear.
13.3 PAYMENT. Lessee, at its expense, and with diligence and
dispatch, shall procure the cancellation or discharge of all notices of
violation arising from or otherwise connected with Alterations, or any other
work, labor, services or materials done for or supplied to Lessee, or any other
person claiming through or under Lessee, which shall be issued by any public
authority having or asserting jurisdiction. Lessee, at its expense, shall
procure the satisfaction or discharge of any and all mechanic's and other liens
filed in connection with Alterations, or any other work, labor, services or
materials done for or supplied by Lessee, or any person claiming through or
under Lessee, including, without limitation, security interests
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in any materials, fixtures or articles so installed in an constituting part of
the Leased Premise within fifteen (15) days after the filing thereof. Nothing
herein contained shall prevent Lessee from contesting, in good faith and at its
own expense, any notice of violation or lien provided Lessee posts for the
protection of Lessor security acceptable to Lessor. Without limitation on the
generality of the foregoing, if requested by Lessor, Lessee shall cause the
removal of any such lien by depositing with the applicable court the statutory
amount required in order to remove such lien.
14. DAMAGE OR DESTRUCTION.
14.1 DAMAGE. Lessee assumes the risk of loss or damage to the
Facilities resulting from fire or any other peril whatsoever, whether insured or
uninsured and whether partial damage or total destruction. Except as otherwise
expressly provided in this Lease, in case of damage to or destruction of the
Facilities, this Lease shall continue in effect and Lessee's obligation to pay
Base Rent and Supplemental Rent shall continue without reduction or abatement
and Lessee shall, at its sole cost and expense, as soon as is reasonably
possible and regardless of the availability of insurance proceeds, repair and
restore the Facilities substantially to the condition of the Facilities
immediately prior to such damage or destruction. If the damage or destruction
occurs when less than 5 years remains on the lease term and the damage or
destruction to a particular Facility exceeds 50% of the value of the same then
this Lease may be terminated by Lessee but only with respect to the damaged or
destroyed Facility, and in such event the insurance proceeds shall be delivered
to the Lessor. Any such termination shall be by notice given to Lessor within
30 days after the damage or destruction occurs. The notice shall contain
satisfactory evidence of the percentage of damage or destruction exceeds 50% and
shall be conditioned upon delivery of the insurance proceeds to the Lessor.
14.2 DISPOSITION OF PROCEEDS UPON AN EVENT OF LOSS. Upon any Event of
Loss, any Insurance Proceeds or any payments received at any time by Lessor or
by Lessee from any Governmental Authority or other Person (except Lessee) as a
result of the occurrence of an Event of Loss (including all Net Proceeds) shall
be either retained by Lessor or promptly paid to Lessor, as the case may be, for
application pursuant to the following provisions of Section 14.3.
14.3 DISPOSITION OF PROCEEDS FOR REPAIR. If Lessee is obligated to
repair or restore the Premises pursuant to Section 14.2 or Section 15.2, as the
case may be, upon the occurrence of any Event of Loss, all payments retained by
or made to Lessor pursuant to Section 14.2 shall be applied directly in payment
for repairs or restoration of the property in respect of which such payment was
received to the extent necessary so that the fair market sales value of each
Facility after such repair or
- 17 -
replacement shall be at least equal to the fair market sales value immediately
prior to the occurrence of such Event of Loss, if not already paid for by
Lessee, or, if already paid for by Lessee, shall be applied to reimburse Lessee
for such payment. Lessor shall have no obligation to use such funds to pay for
such repair or restoration until Lessor shall have received a written request by
Lessee accompanied by Lessee's certificate showing in reasonable detail the
nature of such repair and restoration, the actual cash expenditures made to date
for such repair and restoration, the estimated cost to complete such repair and
restoration (including the payment of Rent during the period of repair) and
stating that no Lease default or breach of this Lease has occurred and is
continuing. Notwithstanding the foregoing, should the estimated cost to
complete such repair and restoration (including the Rent payable during the
period of repair) exceed the amount of the Net Proceeds available to Lessor as a
result of such Event of Loss, Lessor shall not have any obligation to make
payments to Lessee until Lessee shall have deposited with Lessor, an amount
equal to the difference between such estimated cost and the amounts available to
Lessor as a result of such Event of Loss. Lessee shall deposit such difference
with Lessor within ten (10) Business Days after Lessee receives notice or
becomes aware of such deficiency.
14.4 DEPOSIT OF PROCEEDS WITH LESSOR. Any amount referred to in
Article 14 or Article 15, which is payable to Lessee shall not be paid to Lessee
or, if it has been previously paid directly to Lessee, shall not be retained by
Lessee, but shall be paid to and held by Lessor, as security for the obligations
of Lessee under the Lease except for proceeds of $5000.00 or less.
14.5 MUTUAL RELEASE FOR INSURED DAMAGE. Lessor and Lessee hereby
release the other from any and all liability or responsibility to the other or
anyone claiming through or under them by way of subrogation for any loss or
damage to property caused by fire or any other peril covered by insurance,
regardless of origin or cause, even if such fire or other peril shall have been
caused by the fault or negligence of the other party, or anyone for whom such
party may be responsible, provided, however, that this release shall apply only
to the extent such insurance proceeds are available and only with respect to
loss or damage occurring during such time as the policies insuring the releasor
contain a waiver of subrogation clause or endorsement providing that any such
release shall not impair the policies or prejudice the right of the releasor to
recover thereunder. Lessor (to the extent Lessor maintains any insurance with
respect to the Premises) and Lessee each agrees that it shall cause its
insurance carriers to include in its policies such a waiver of subrogation
clause or endorsement.
- 18 -
15. CONDEMNATION. For purposes of this Article 15, the term "Substantial
Taking" shall mean (a) the Condemnation of an entire Facility or (b) the
Condemnation of so much of a Facility or Facility Site that the following
conditions result:
(a) The remaining portion of the Facility would not be
usable by Lessee for the purpose for which the Facility was being
used immediately prior to the Condemnation, or if no Facility existed
on the Facility Site or the Facility was not being used at such time,
then for the purpose for which Lessee reasonably and in good faith
intended to use such part of the Premises; and
(b) The remaining portion of any Facility partially taken by
Condemnation cannot be repaired or reconstructed, using the condemnation
proceeds, to constitute a viable and complete Facility usable by the
Lessee in the manner described in (a) above.
15.1 PARTIAL TAKING. If during the Lease Term less than all of a
Facility shall be taken by Condemnation (and no Substantial Taking occurs), this
Lease shall not terminate but shall continue in full force and effect for the
remainder of the Lease Term then in effect with an equitable reduction in Rent.
In the event the Parties cannot agree on the reduction then the matter shall be
arbitrated in the same manner as the adjustment of Base Rent pursuant to Section
2.3, above. The term "Partial Taking" means any Condemnation that is not a
Substantial Taking. The Condemnation award for such Partial Taking shall be paid
to and held by Lessor, and applied as set forth in Section 14.3, and Lessee
shall, using the award, forthwith restore (as nearly as possible) the Premises
to substantially its condition and value prior to the Condemnation. Lessee
shall, whether or not the funds received are sufficient, pay the cost to make
needed improvements and repairs to the Premises. If the amount of such award is
not sufficient to pay the cost of all needed repairs or replacements, Lessee
shall provide the additional funds required. In the event that such Condemnation
award exceeds the cost of all needed repairs or replacement, then, the excess
award shall be payable to Lessor.
15.2 TEMPORARY TAKING. In the event of a Condemnation of all or a
portion of the Premises for a temporary use for a period of less than six months
("Temporary Taking"), this Lease and the Lease Term shall continue and the Rent
shall be paid by Lessee without reduction or abatement. Lessee shall continue
for the duration of the Temporary Taking to perform and observe all of the
covenants, agreements, terms and conditions of this Lease. Lessee shall be
entitled to receive the entire amount of any proceeds with respect to such
Temporary Taking, whether paid by way of damages, rent or otherwise; provided,
however, if the period of Temporary Taking extends beyond the Lease Term, the
proceeds or award shall be apportioned to and divided between Lessor and Lessee
as of the expiration date of the Lease Term.
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Lessee covenants that upon termination of any such Temporary Taking, if this
Lease has not expired or otherwise terminated, it will restore the Premises to
the extent possible, to the same character as existed immediately prior to such
Temporary Taking.
15.3 CONDEMNATION AWARD UPON SUBSTANTIAL TAKING. The amount of
damages resulting to Lessor and Lessee and to the respective interests of Lessor
and Lessee in the Premises by reason of Condemnation shall be separately
determined and computed by the court having jurisdiction of such Condemnation
proceedings. Separate awards and judgments shall be made with respect to the
damage to Lessor and Lessee. The awards shall be paid separately to Lessor and
Lessee in accordance with this provision. In the event Lessor's damages and
Lessee's damages, and the awards therefor, cannot, or will not, be separately
determined and computed by such court, the award granted with respect to such
Condemnation proceedings shall be divided between Lessor and Lessee as set forth
below. The Lessor's portion of the award is to compensate the Lessor for the
loss of rental and damage to or loss of the value of Lessor's right of reversion
hereunder. The Lessee's portion of the award is to compensate Lessee for damage
to or loss of the value of its leasehold estate.
16. LEASE EVENTS OF DEFAULT; REMEDIES.
16.1 LEASE EVENTS OF DEFAULTS. The following shall constitute a
breach of this Lease:
(a) Lessee shall default in the payment of Base Rent or
Supplemental Rent when due under the terms of this Lease, and such default
shall continue for a period of five (5) Business days after notice from
Lessor that the same is past due; or
(b) Lessee shall default in the due and punctual performance
of or compliance with any covenant, condition or agreement to be performed or
observed by it under any provision hereof and any such failure shall continue
unremedied for thirty (30) days after notice of the same; PROVIDED, HOWEVER,
that if any such default (excluding any default in the performance of any
provision that cannot be cured by any action on the part of Lessee) cannot be
cured with the payment of money and cannot with diligence be cured within
such notice and grace period, such period shall be extended for an additional
period, not to exceed ninety (90) days in the aggregate, as may be reasonably
necessary to cure such default, if during such additional period (i) Lessee
shall be diligently pursuing such remedy and (ii) such extension shall not
result in (A) a material risk of sale or forfeiture of the Premises, or (B) a
material risk of nonpayment of Rent; or
(c) The making by Lessee of any general assignment, or
general arrangement for the benefit of creditors; (ii) the filing by or
against Lessee of a petition to have Lessee adjudged a bankrupt or a petition
for reorganization or
- 20 -
arrangement under any law relating to bankruptcy (unless, in the case of a
petition filed against Lessee, the same is dismissed within sixty (60) days);
(iii) the appointment of a trustee or receiver to take possession of
substantially all of Lessee's assets located at the Premises or of Lessee's
interest in this Lease, where possession is not restored to Lessee within thirty
(30) days; (iv) the attachment, execution or other judicial seizure of
substantially all of Lessee's assets located at the Premises or of Lessee's
interest in this Lease, where such seizure is not discharged within thirty (30)
days; or (v) insolvency. Upon request, Lessee shall provide financial
statements to Lessor.
16.2 LESSOR'S REMEDIES. In the event of any default or breach by
Lessee, Lessor may at any time thereafter, with or without notice or demand and
without limiting Lessor in the exercise of any right or remedy which Lessor may
have by reason of such default or breach:
16.2.1 Terminate Lessee's right to possession of the Premises
by any lawful means, in which case this Lease shall terminate and Lessee
shall immediately surrender possession of the Premises to Lessor. In such
event, Lessor shall be entitled to recover from Lessee all damages
incurred by Lessor by reason of Lessee's default including, but not
limited to, the cost of recovering possession of the Premises, expenses of
reletting, including necessary renovation and alteration of the Premises,
reasonable attorney's fees, and any real estate commission actually paid;
and the excess of the value of all Lessee's obligations under this Lease
from the date of default to the end of the term over the reasonable
rental value of the Premises for the same period, the net result to be
discounted to the date of default at a reasonable rate. Lessor shall use
reasonable efforts to mitigate its damages by reletting the Premises
as soon as possible after the Lessee abandons or is evicted from the
Premises.
16.2.2 Unless Lessee has abandoned the Premises, maintain
Lessee's right to possession, in which case this Lease shall continue in
effect. In such event, Lessor shall be entitled to enforce all of
Lessor's rights and remedies under this Lease, including the right to
recover the Rent as it becomes due hereunder.
16.2.3 Pursue any other remedy now or hereafter available to
Lessor under the laws or judicial decisions of the State of Oregon.
16.3 DEFAULT BY LESSOR. Lessor shall not be in default unless Lessor fails
to perform obligations required of Lessor within thirty (30) days after written
notice by Lessee to Lessor specifying wherein Lessor has failed to perform such
obligation; provided, however, that if the nature of Lessor's obligation is
- 21 -
such that more than thirty (30) days are required for performance, then Lessor
shall not be in default if Lessor commences performance within such thirty (30)
day period and thereafter diligently prosecutes the same to completion.
16.4 ADDITIONAL RIGHTS OF LESSOR.
(a) If Lessee shall be in default in the observance or
performance of any term or covenant on Lessee's part to be observed or
performed under any of the provisions of this Lease then, without thereby
waiving such default, Lessor may, but shall be under no obligation to, take
all action, including, without limitation, entry upon the Premises, to
perform the obligation of Lessee hereunder immediately and without notice in
the case of any emergency or failure to provide insurance and upon five (5)
days notice to Lessee in other cases. All reasonable expenses incurred by
Lessor in connection therewith, including, without limitation, attorneys'
fees and expenses (including, without limitation, those incurred in
connection with any appellate proceedings) shall constitute Supplemental Rent
and shall be paid by Lessee to Lessor upon demand.
(b) If Lessee shall be in default in the performance of any of
its obligation hereunder, Lessee shall pay to Lessor on demand, all
reasonable expenses incurred by Lessor as a result thereof, including,
without limitation, reasonable attorneys' fees and expenses (including,
without limitation, those incurred in connection with any appellate or review
proceedings).
(c) If Lessee shall fail to pay when due any Base Rent or
Supplemental Rent, Lessor shall be entitled to collect from Lessee as
Supplemental Rent, and Lessee shall pay to Lessor, in addition to such Base
Rent and Supplemental Rent, interest accrued on such amounts from the
respective dates on which any such amounts became due and payable at the
Overdue Rate.
16.5 MASTER LEASE. This Lease Agreement represents a Master Lease
covering multiple Facilities and Facility Sites. Each provision of this Lease
shall apply to any Facility or Facility Site individually and to the entire
Premises. Any Lease default or breach of this Lease shall ▇▇▇▇▇ ▇▇▇▇▇▇ all of
the rights and remedies granted in this Lease, including without limitation, the
remedies set forth in this Article 16 with respect to all or any part of the
Premises without limitation, notwithstanding the fact that such Lease default or
breach of this Lease may pertain to less than all of the Facilities or Facility
Sites which make up the Premises.
17. ATTORNEYS' FEES.
If either party to this Lease is required to initiate or defend
litigation or arbitration in any way connected with this Lease, the prevailing
party in such litigation in addition to any other relief which may be granted,
shall be entitled to an
- 22 -
award of reasonable attorneys' fees. If either party to this Lease is required
to initiate or defend litigation or arbitration with a third party as the result
of the violation of any term or provision of this Lease by the other party to
this Lease, then the party so litigating or arbitrating shall be entitled to
reasonable attorneys' fees from the other party to this Lease. Attorneys' fees
shall include attorneys' fees on any appeal or review, and in addition a party
entitled to attorneys' fees shall be entitled to all other reasonable and
necessary costs incurred in such litigation or arbitration. All such fees shall
be deemed to have accrued when incurred and shall be enforceable whether or not
such action is prosecuted to judgment. Venue of any such action shall be ▇▇▇▇▇▇
County, Oregon.
18. ASSIGNMENT AND SUBLETTING.
18.1 Lessee shall not sell, assign, sublet or otherwise transfer by
operation of law or otherwise this Lease or any interest herein, or the Premises
or any portion thereof, without the prior written consent of Lessor nor shall
Lessee permit any lien to be placed on the Lessee's interest by operation of
law. Any change in effective control of a corporation, partnership or other
artificial entity which is the Lessee shall be deemed a transfer of this Lease.
Any transfer hereunder by Lessee shall not result in Lessee being released or
discharged from any liability under this Lease, such liability to be
unconditional irrespective of any circumstances whatsoever which might
constitute a legal or equitable discharge or defense of a surety or guarantor,
and Lessee hereby waives any rights it may now have or hereafter acquire to
avoid any such obligations by reason of any transfer or any circumstances
arising from any transfer. Any sale, assignment, encumbrance, subletting,
occupation, lien or other transfer of this Lease which does not comply with the
provisions of Article 18 of this Lease shall be void.
18.2 Lessee shall, by written notice, advise Lessor of its desire from
and after a stated date (which shall not be less than thirty (30) days nor more
than ninety (90) days after the date of Lessee's notice) to transfer its
interest in the Premises or any portion thereof for any part of the term hereof;
and such notice by Lessee shall state the name and address of the proposed
transferee, and Lessee shall deliver to Lessor a true and complete copy of the
proposed transfer instrument with the notice. Any sublease of the Premises
shall be expressly subject and subordinate to all the terms and conditions of
this Lease (including without limitation, the rights of Lessor to enforce the
remedies contained in this Lease) and be satisfactory to Lessor in form and
content.
18.3 Lessor shall not unreasonably withhold or delay its consent to
any proposed transfer of Lessee's interest in the Premises, but Lessee
acknowledges that Lessor has entered into this Lease of the Premises on the
condition that the Premises be used for the practice of medicine as required and
limited by the
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terms and provisions of Section 5 of this Lease, and a change of use would be
reason to withhold such consent. If Lessor fails to respond within 30 days of
receipt of any written request for consent to transfer, the transfer shall be
deemed to have been approved provided that the written request contains a
prominent warning of the date which is the deadline and that failure to respond
by such deadline will constitute deemed consent pursuant to this Section of the
Lease.
18.4 Lessee agrees to indemnify against, and hold Lessor harmless
from, any and all reasonable out-of-pocket attorneys' fees, expenses, claims,
demands and liabilities, of whatever nature, relating to or in any way arising
out of any such proposed or actual Transfer.
18.5 Lessor may assign its interest under this Lease. If Lessor
assigns its interest under this Lease together with fee title to the Premises,
Lessor shall be relieved of any and all future obligations and liabilities under
this Lease accruing from and after the date of such conveyance, and Lessee shall
deliver to Lessor a written release so stating, provided that any assignee or
successor of Lessor shall provide Lessee with a written assumption agreement for
the benefit of Lessee and Lessor whereby such assignee or successor assumes and
agrees to punctually perform all of the obligations and liabilities of Lessor.
18.6 Lessee shall have the right, in addition to any other rights
granted and without any requirement to obtain Lessor's consent, to mortgage or
grant a security interest in Lessee's interest in this Lease, the Premises, the
Facilities and any subleases, under one or more leasehold mortgages to one or
more Lending Institutions, as defined, and/or under one or more purchase money
leasehold mortgages, and to assign this Lease and any subleases as collateral
security for such leasehold mortgages on the condition that all rights acquired
under such leasehold mortgages shall be subject to each and all of the
covenants, conditions, and restrictions set forth in this Lease and to all
rights and interests of Lessor, none of which covenants, conditions,
restrictions, rights, or interests is or shall be waived by Lessor by reason of
the right given to mortgage or grant a security interest in Lessee's interest in
this Lease, the Premises, the Facilities and any subleases, except as expressly
provided otherwise.
18.7 Any mortgage made pursuant to this section is referred to as a
"Permitted Leasehold Mortgage," and the holder of or secured party under a
Permitted Leasehold Mortgage is referred to as a "Permitted Leasehold
Mortgagee." The Permitted Leasehold Mortgage that is prior in lien or interest
among those in effect is referred to as the "First Leasehold Mortgage," and the
holder of or secured party under the First Leasehold Mortgage is referred to as
the "First Leasehold Mortgagee." For the purposes of any rights created under
this section, any so-called
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wraparound lender shall be considered a First Leasehold Mortgagee. If a First
Leasehold Mortgage and a Permitted Leasehold Mortgage that is second in priority
in lien or interest among those in effect are both held by the same Permitted
Leasehold Mortgagee, the two Permitted Leasehold Mortgages are collectively
referred to as the "First Leasehold Mortgage." A "Permitted Leasehold Mortgage"
includes, without limitation, mortgages and trust deeds as well as financing
statements, security agreements, and other documentation that the lender may
require.
18.8 If a Permitted Leasehold Mortgagee sends to Lessor a true copy
of its leasehold mortgage, together with written notice specifying the name and
address of the Permitted Leasehold Mortgagee, then as long as such Permitted
Leasehold Mortgage remains unsatisfied of record or until written notice of
satisfaction is given by the holder to Lessor, the following provisions shall
apply (in respect of such Permitted Leasehold Mortgage and of any other
Permitted Leasehold Mortgages):
18.8.1 Except as expressly provided otherwise below, there shall be
no cancellation, termination, surrender, acceptance of surrender, amendment, or
modification of this Lease without in each case the prior consent in writing of
the Permitted Leasehold Mortgagee. Nor shall any merger result from the
acquisition by, or devolution upon, any one entity of the fee and the leasehold
estates in the Premises.
18.8.2 Lessor shall, upon serving Lessee with any notice, whether of
default or any other matter, simultaneously serve a copy of such notice on the
Permitted Leasehold Mortgagee, and no such notice to Lessee shall be deemed
given unless a copy is so served on the Permitted Leasehold Mortgagee in the
manner provided in this Lease for giving notices.
18.8.3 In the event of any default by Lessee under this Lease, each
Permitted Leasehold Mortgagee has the same period as Lessee has, plus 30 days,
after service of notice on it of such default, to remedy or cause to be remedied
or commence to remedy and complete the remedy of the default complained of for
such default, and Lessor shall accept such performance by or at the instigation
of such Permitted Leasehold Mortgagee as if the same had been done by Lessee.
Each notice of default given by Lessor will state the amounts of whatever Rent
are then claimed to be in default.
18.8.4 If Lessor elects to terminate this Lease by reason of any
default of Lessee, the Permitted Leasehold Mortgagee, in addition to the rights
granted under the preceding Section, shall also have the right to postpone and
extend the specified date for the termination of this Lease as fixed by Lessor
in its notice of termination, for a period of six months, provided that the
Permitted Leasehold Mortgagee shall cure or cause to be cured any then-existing
defaults in payment of Rent
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and meanwhile pay the Rent, and provided further that the Permitted Leasehold
Mortgagee shall forthwith take steps to acquire or sell Lessee's interest in
this Lease by foreclosure of the Permitted Leasehold Mortgage or otherwise and
shall prosecute the same to completion with all due diligence. If, at the end
of the six-month period, the Permitted Leasehold Mortgagee is actively engaged
in steps to acquire or sell Lessee's interest, the time of the Permitted
Leasehold Mortgagee to comply with the provisions of this Section 18 shall be
extended for such period as is reasonably necessary to complete such steps with
reasonable diligence and continuity.
18.8.5 Lessor agrees that the name of the Permitted Leasehold
Mortgagee may be added to the "Loss Payable Endorsement" of any and all
insurance policies required to be carried by Lessee or Lessor.
18.8.6 Lessor agrees that in the event of termination of this Lease
by reason of any default by Lessee, Lessor will enter into a new lease of the
Premises with the Permitted Leasehold Mortgagee or its nominee, for the
remainder of the Term, effective on the date of such termination, at the Rent
and on the terms, provisions, covenants, and agreements contained in this Lease
and subject only to the same conditions of title as this Lease is subject to on
the date this Lease is executed, and to the rights, if any, of any parties then
in possession of any part of the Premises, provided:
A. The Permitted Leasehold Mortgagee or its nominee shall make
written request on Lessor for such new lease within 15 days after the date of
termination indicated in the notice of termination given to Permitted Leasehold
Mortgagee and such written request shall be accompanied by payment to Lessor of
Rent then due to Lessor under this Lease.
B. The Permitted Leasehold Mortgagee or its nominee shall pay to
Lessor, at the time the new lease is executed and delivered, any and all Rent
that would be due at the time of the execution and delivery of the new lease
pursuant to this Lease but for such termination, and in addition any expenses,
including reasonable attorney fees, to which Lessor shall have been subjected by
reason of such default.
C. The Permitted Leasehold Mortgagee or its nominee shall perform and
observe all covenants contained in this Lease on Lessee's part to be performed
and further shall remedy any other conditions that Lessee under the terminated
Lease was obligated to perform; and on execution and delivery of such new lease,
any subleases that may have been assigned and transferred previously by Lessee
to Lessor, as security under this Lease, shall then be held by Lessor as
security for the performance of all the obligations of lessee under the new
lease.
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▇. ▇▇▇▇▇▇ shall not warrant possession of the Premises or the
Improvements to lessee under the new lease.
E. Such new lease shall be expressly made subject to the rights, if
any, of Lessee under the terminated Lease.
F. The lessee under such new lease shall have the same right, title,
and interest in and to the Improvements on the Premises as Lessee had under the
terminated Lease.
18.8.7 Nothing contained in this Lease requires the Permitted
Leasehold Mortgagee or its nominee to cure any default that occurs as a result
of the status of Lessee, such as Lessee's bankruptcy or insolvency, or to
discharge any lien, charge, or encumbrance against Lessee's interest in this
Lease junior in priority to the lien of the Permitted Leasehold Mortgage.
18.8.8 Lessor agrees to amend this Lease from time to time to the
extent reasonably requested by a Lending Institution proposing to make Lessee a
loan secured by a Permitted Leasehold Mortgage, provided that such proposed
amendments do not materially and adversely affect the right of Lessor or
Lessor's interest in the Premises. All reasonable expenses incurred by Lessor
in connection with any such amendment shall be paid by Lessee.
18.8.9 The First Leasehold Mortgagee shall be given notice of any
arbitration or other proceeding or dispute by or between the parties and shall
have the right to intervene and be made a party to any such arbitration or other
proceeding. In any event, each Permitted Leasehold Mortgagee shall receive
notice of, and a copy of, any award or decision made in the arbitration or other
proceeding.
18.8.10 Any award or payment in condemnation or eminent domain in
respect of the Premises or Improvements shall be paid to the First Leasehold
Mortgagee for the benefit of the parties and applied in the manner specified in
this Lease.
18.8.11 No fire or casualty loss claims shall be settled and no
agreement will be made in respect of any award or payment in condemnation or
eminent domain without in each case the prior written consent of the First
Leasehold Mortgagee.
18.8.12 No liability for the payment of Rent or the performance of
any of Lessee's covenants and agreements shall attach to or be imposed on the
Permitted Leasehold Mortgagee (other than any obligations assumed by the
Permitted Leasehold Mortgagee), all such liability (other than any obligations
assumed by the Permitted Leasehold Mortgagee) being expressly waived by Lessor.
18.8.13 Lessor, within 10 days after a request in writing by Lessee
or any Permitted Leasehold Mortgagee, shall
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furnish a written statement, duly acknowledged, that this Lease is in full force
and effect and unamended, or if there are any amendments, such statement will
specify the amendments, and that there are no defaults by Lessee that are known
to Lessor, or if there are any known defaults, such statement shall specify the
defaults Lessor claims exist.
18.8.14 No payment made to Lessor by any Permitted Leasehold
Mortgagee shall constitute agreement that such payment was, in fact, due under
the terms of this Lease; and the Permitted Leasehold Mortgagee having made any
payment to Lessor pursuant to Lessor's wrongful, improper, or mistaken notice or
demand shall be entitled to the return of any such payment or portion, provided
it shall have made demand not later than one year after the date of its payment.
18.8.15 Lessor, on request, shall execute, acknowledge, and deliver
to each Permitted Leasehold Mortgagee an agreement prepared at the sole cost and
expense of Lessee, in form satisfactory to the Permitted Leasehold Mortgagee and
Lessor, among Lessor, Lessee, and the Permitted Leasehold Mortgagee, agreeing to
all the provisions of this section.
18.8.16 Lessor shall at no time be required to subordinate its fee
simple interest in the Premises to the lien of any leasehold mortgage, nor to
mortgage its fee simple interest in the Premises as collateral or additional
security for any leasehold mortgage. Lessor shall attorn to any Permitted
Leasehold Mortgagee or any other person who becomes Lessee by, through, or under
a Permitted Leasehold Mortgage.
18.8.17 If Lessee is declared bankrupt or insolvent and this Lease is
thereafter lawfully cancelled or rejected, Lessor shall immediately execute a
new lease under the same terms and conditions as this Lease to the Permitted
Leasehold Mortgagee or its nominee, provided that all defaults under this Lease
except the bankruptcy or insolvency of Lessee be cured by the Permitted
Leasehold Mortgagee or its nominee.
19. TRADE FIXTURES AND PERSONAL PROPERTY.
19.1 LESSOR'S PROPERTY. All fixtures, carpeting, equipment,
improvements and appurtenances attached to or built into each Facility at the
commencement of or during the Lease Term, whether or not by or at the expense of
Lessee, shall be and remain a part of each Facility, shall be deemed the
property of Lessor and shall not be removed by Lessee, except as provided in
Section 19.2.
19.2 LESSEE'S PROPERTY. All business and trade fixtures, machinery
and equipment, communications equipment and office equipment which are installed
in each Facility by or for the account of Lessee without expense to Lessor and
which can be removed without structural damage to each Facility and all
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furniture, furnishings (excluding window coverings) and other articles of
movable personal property owned by Lessee and located in each Facility (herein
collectively called "Lessee's Property") shall be and remain the property of
Lessee and may be removed by Lessee at any time during the term of this Lease;
provided, that if any of Lessee's Property is removed, Lessee shall repair or
pay the cost of repairing any damage to each Facility resulting from such
installation and/or removal. Any equipment or other property for which Lessor
shall have granted any allowance or credit to Lessee shall be deemed not to have
been installed by or for the account of Lessee without expense to Lessor, shall
not be considered Lessee's Property, and shall be deemed the property of Lessor.
19.3 ABANDONMENT. Any items of Lessee's Property which shall remain
in a Facility after the expiration date of this Lease, or after a period of
fifteen (15) days following an earlier termination date, at the option of
Lessor, may be deemed to have been abandoned, and in such case such items may be
retained by Lessor, without accountability, in such manner as Lessor shall
determine at Lessee's expense.
20. MEMORANDUM OF LEASE.
This Lease shall not be recorded, but upon the request of either
party, a Memorandum of Lease, in the form attached hereto as Exhibit C, shall be
executed and acknowledged by the parties and recorded in the county where the
Premises are located with information sufficient to satisfy any reasonable
request of any Permitted Leasehold Mortgagee.
21. NOTICES.
Any notice provided for herein shall be given by personal delivery or
by certified United States Mail, return receipt requested, postage prepaid or by
reputable overnight delivery, addressed, if to Lessor,to:
HealthCare Partners, LLC
Good Samaritan Hospital
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
with a copy of any Lessor notice to:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
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and, if to Lessee:
The Corvallis Clinic, P.C.
▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
with a copy of any Lessee notice to:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Esq.
Stoel ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ & Grey
▇▇▇ ▇.▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
All notices under this Lease shall be in writing and shall be effective upon
receipt. The person and the place to which notices are to be mailed may be
changed by either party by notice to the other.
22. RIGHTS OF SUCCESSORS.
All rights and obligations under this Lease shall bind, and inure to
the benefit of, the parties hereto and their successors and permitted assigns.
23. HOLDOVER.
If the Lessee shall hold over following the expiration of the Lease
Term, such holding over shall be on a month-to-month tenancy under the terms of
this Lease, except that the monthly Rent payable hereunder shall be 150% of the
Rent payable during the most recent Lease Term, provided, however, that if
Lessor shall have given notice to Lessee that the Premises or any portion
thereof have been relet and the deadline by which possession of the Premises or
portion thereof is needed in order to avoid a default on the Lessor's
obligations to prepare and deliver the same to the new occupant then Lessee
shall be liable for Lessor's consequential damages if the failure to return the
Premises to Lessor results in a loss, claim, damage, or expense to or from any
such third party. Upon request, Lessor shall provide satisfactory evidence to
Lessee of the need for the deadline specified in Lessor's warning notice.
Lessee's removal of trade fixtures from the Premises after expiration of the
Lease Term as provided in Article 19 shall not create a holdover tenancy.
24. SUBORDINATION AND ESTOPPEL.
24.1 CONDITIONAL AGREEMENT TO SUBORDINATE. In the event Lessor places
a mortgage or trust deed ("Mortgage") on the Premises and the holder thereof
("Mortgagee") requires that this Lease be subordinate thereto, Lessee agrees to
subordinate this Lease to the Mortgage, provided the Mortgagee executes an
agreement with Lessee, that in the event of foreclosure of such Mortgage or
acquisition of the Premises by deed in lieu of
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foreclosure of such Mortgage, Lessee's (and any permitted sublessee's)
possession of the Premises shall remain undisturbed and Lessee's rights under
this Lease shall be recognized and shall not be adversely affected so long as no
uncured breach of this Lease exists. The term Mortgagee shall be deemed to
include any successor in interest to Mortgagee.
24.2 DELIVERY OF SUBORDINATION AGREEMENT. Subject to the
conditions set forth above, Lessee agrees to execute and deliver to Lessor
any instruments necessary or proper to effect a subordination complying with
this Article.
24.3 DELIVERY OF LEASE AMENDMENTS. Lessee agrees to amend this
Lease from time to time to the extent reasonably requested by a Lending
Institution proposing to make Lessor a loan secured by a Mortgage, provided
that such proposed amendments do not materially and adversely affect the
right of Lessee or Lessee's interest in the Premises. All reasonable
expenses incurred by Lessee in connection with any such amendment shall be
paid by Lessor.
24.4 NOTICE. If any act or omission of Lessor would give Lessee
the right, immediately or after lapse of a period of time, to cancel or
terminate this Lease, or to claim a partial or total eviction, Lessee shall
not exercise such right: (i) until it has given written notice of such act
or omission to Lessor and the Mortgagee whose name and address shall
previously have been furnished to Lessee; and (ii) until thirty (30) days
shall have elapsed following the time when such Mortgagee shall have become
entitled under the Mortgage to remedy the same.
24.5 ATTORNMENT. For the purposes of this Section, the term
"Successor Lessor" shall mean the Mortgagee if the same succeeds to the
rights of Lessor under this Lease, whether through possession or foreclosure
action or delivery of a new lease or deed, or any third party that succeeds
to the rights of Lessor under this Lease by virtue of having purchased the
Premises or a part thereof at a foreclosure sale. At the request of a
Successor Lessor and upon such Successor Lessor's written agreement to accept
Lessee's attornment, and to not disturb Lessee's quiet possession of the
Premises, Lessee shall attorn to and recognize such Successor Lessor as
Lessee's Lessor under this Lease and shall promptly execute and deliver any
instrument that such Successor Lessor may reasonably request to evidence such
attornment. Upon such attornment this Lease shall continue in full force and
effect as a direct lease between the Successor Lessor and Lessee upon all of
the terms, conditions and covenants as are set forth in this Lease except
that the Successor Lessor shall not: (i) be liable for any previous act or
omission of Lessor under this Lease; (ii) be subject to any offset,
deficiency or defense which theretofore shall have accrued to Lessee against
Lessor; or (iii) be bound by any previous modification of this Lease or by
any previous prepayment of more than one (1) month's Rent, unless such
modification or prepayment
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shall have been expressly approved in writing by the Mortgagee through or by
reason of which the Successor Lessor shall have succeeded to the right of Lessor
under this Lease.
24.6 ESTOPPEL. Lessee shall, from time to time, within ten (10)
days following written request from Lessor, execute and deliver to Lessor a
written statement certifying (a) that this Lease is in full force and effect
and is unmodified (or, if modified, identifying the modification); (b) the
date to which the Rent reserved hereunder has been paid; (c) that there are
not, to Lessee's knowledge, any uncured defaults on the part of Lessor
hereunder, or specifying such defaults if any are claimed; and (d) other
pertinent information reasonably requested concerning its tenancy in the
Premises. Any such statement may be relied upon by any Mortgagee or
prospective purchaser of all or any part of the Premises.
25. MISCELLANEOUS PROVISIONS.
25.1 INTEREST. Except as otherwise provided herein, any sum which
remains due and owing from either Lessor or Lessee to the other after the
date on which it should have been paid in accordance with the provisions of
this Lease shall bear interest from the due date until paid at the Overdue
Rate, which interest shall be payable on demand as Supplemental Rent.
25.2 PARTIAL INVALIDITY. If any term or provision of this Lease
or the application thereof to any person or circumstances shall to any extent
be invalid and unenforceable, the remainder of this Lease or the application
of such term or provision to persons or circumstances other than those as to
which it is invalid or unenforceable, shall not be affected thereby, and each
term and provision of this Lease shall be valid and shall be enforced to the
extent permitted by law.
25.3 WAIVER. The failure of a party to insist upon a strict
performance of any of the terms, conditions and covenants herein shall not be
deemed a waiver of any rights or remedies that the party may have, and shall
not be deemed a waiver of any subsequent breach or default in the terms,
conditions and covenants herein contained.
25.4 MODIFICATION. No change in the provisions of this Lease
shall be effective unless made in writing and signed by all parties to this
Lease.
25.5 HEADINGS. The headings preceding the text of sections of
this Lease are for convenience only and shall not modify or affect the
substantive provisions of this Lease.
25.6 ENTIRE AGREEMENT. There are no verbal or other agreements
(unless attached hereto or specifically referred to herein) which modify or
affect this Lease. This Lease supersedes
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any and all prior agreements executed by or on behalf of the parties hereto
regarding the Premises.
25.7 GOOD FAITH AND FAIR DEALING. The parties intend that the
obligation of good faith and fair dealing apply to this Lease generally and
that no negative inferences be drawn by the absence of any explicit
obligation to be reasonable with respect to any particular aspect of this
Lease. The obligation of good faith and fair dealing shall only be negated
if arbitrariness is clearly and explicitly permitted as to the specific item
in question such as by a party being given the right to use its "sole and
unfettered discretion." If Lessee shall request Lessor's consent and Lessor
shall fail or refuse to give such consent or if Lessor shall make a
determination which Lessee believes is unreasonable, Lessee shall not be
entitled to any damages for any such withholding by Lessor of its consent or
its determination, it being intended that the sole and exclusive remedy for a
wrongful withholding of consent or determination shall be arbitration of the
dispute in the same manner as for adjustment of the Base Rent as set forth in
Section 2.3, above, except that the arbitrators shall be licensed attorneys
with extensive experience and expertise in commercial real estate
transactions.
25.8 BROKERS. No broker, finder, investment banker or
intermediary has been retained by any of the parties to this Lease in
connection with the transactions contemplated hereby.
25.9 OPTION TO PURCHASE.
25.9.1 GRANT. Lessor grants to Lessee the sole, exclusive
and irrevocable option to purchase the Premises at any time during the Lease
Term or Extension Term, subject to the Hospital's interest in the Ground
Lease, if applicable, provided, however, that Lessee is not then in default
under this Lease and that this option may only be exercised as to the entire
Premises as a whole.
25.9.2 MANNER OF EXERCISE. Lessee may exercise its option to
purchase by written notice to Lessor given at least 120 days prior to the
expiration of the Lease Term or any Extension Term.
25.9.3 PURCHASE PRICE. The purchase price for the Premises
shall be its fair market value. After exercise of the option to purchase,
the parties shall discuss and attempt to agree upon such fair market value.
If the parties are unable to agree upon the fair market value within thirty
(30) days following exercise of the option, the fair market value shall be
determined by arbitration in the same manner set forth for the adjustment of
Base Rent pursuant to Section 2.3, above. The fair market value shall be
determined by considering the Encumbrances affecting the title to the
Premises and all other relevant factors, but the value of any referrals by
Lessee of its patients
- 33 -
to the Good Samaritan Hospital for medical procedures shall not be a relevant
factor and shall not be used to justify any decrease in what would otherwise be
the fair market value.
25.9.4 CANCELLATION OF PURCHASE. Lessee may elect to rescind
its exercise of the purchase option at any time within thirty (30) days after
the purchase price has been fixed. In such case, Lessee shall pay all of the
costs of any arbitration under this Section 25 and shall pay Lessor the
reasonable value of the time of its personnel spent on the arbitration.
25.9.5 PAYMENT OF PURCHASE PRICE. Lessee shall pay the
purchase price in full at closing.
25.9.6 CONVEYANCE. Conveyance of the Premises shall be by
Special Warranty Deed, or in the case of Leased Parcels, if any, by
Assignment of Lessee's Interest.
25.9.7 CLOSING. The purchase shall be closed on or before
ninety (90) days following determination of the purchase price, but in no
event later than the end of the Lease Term. All expenses connected with the
closing of the purchase shall be paid by Lessee such that the purchase price
is fully net to the Lessor. The costs to be paid by the Lessee include but
are not limited to recording fees, escrow fees, title insurance premiums,
brokerage fees, lender's fees, and the like. Lessor shall be responsible for
the costs of clearing any Liens from the title other than the Lien for Real
Estate Taxes which are not yet due nor payable, and the Ground Lease. Real
Estate Taxes and Rent under this Lease attributable to the Premises shall be
prorated to the date of closing. Charges that are the responsibility of
Lessee under this Lease shall not be prorated.
25.9.8 TITLE INSURANCE. As soon as practicable after
closing, Lessor at Lessee's expense, shall, as to all of the Premises other
than the Leased Parcels, furnish Lessee with an owner's policy of title
insurance in the amount of the total purchase price for the Premises (except
the Leased Parcels) subject to the standard printed exceptions of the title
insurance company and exceptions for any Encumbrances affecting the Premises
but not subject to any Liens other than the Lien for Real Estate Taxes not
yet due nor payable. As to the Leased Premises, Lessor, at Lessee's
expenses, shall furnish Lessee with a policy of title insurance insuring
Lessee's leasehold interest in the Leased Parcels, in the amount of the
purchase price attributable to the Leased Parcels, subject to the standard
printed exceptions of the title insurance company and exceptions for any
Encumbrances affecting the Leased Parcels, but not subject to any Liens other
than the Lien for Real Estate Taxes not yet due nor payable and the Ground
Lease.
25.9.9 TITLE INSURANCE. As soon as practicable after
closing, Lessor at Lessee's expense, shall furnish Lessee
- 34 -
with an owner's policy of title insurance in the amount of the total purchase
price for the Premises subject to the standard printed exceptions of the title
insurance company and exceptions for any Encumbrances affecting the Premises but
not subject to any Liens other than the Lien for Real Estate Taxes not yet due
nor payable.
25.9.10 ASSIGNMENT. After exercise of any of the options to
purchase, Lessee may elect to assign the right to purchase the Premises to a
third party, provided that such third party will lease the Premises to Lessee
upon closing of the purchase.
25.10 APPLICABLE LAW. This Lease shall be construed in accordance
with the laws of the State of Oregon.
EXECUTED effective as of the date first above written.
Lessor: Lessee:
HEALTHCARE PARTNERS, LLC, THE CORVALLIS CLINIC, P.C.,
an Oregon limited liability an Oregon Professional corporation
company
By: THE CORVALLIS CLINIC, P.C. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
an Oregon professional -----------------------------------
corporation, Member Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Its: President
---------------------------------
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------
Its: President
---------------------------
By: GOOD SAMARITAN HOSPITAL
CORVALLIS, an Oregon nonprofit
corporation, Member
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------
Its: President
----------------------------
- 35 -
EXHIBIT A
TO LEASE AGREEMENT BETWEEN
HEALTHCARE PARTNERS, LLC, AND
THE CORVALLIS CLINIC, P.C.
PARCEL I:
TRACT I:
▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇, in the City of Philomath, County of ▇▇▇▇▇▇ and
State of Oregon.
Excepting therefrom the following:
Beginning at a railroad spike on the North line of and 75.15 feet West of the
Northeast corner of ▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇;
thence Southerly, 148.53 feet to a 5/8 inch iron rod on the South line of and
75.2 feet West of the Southeast corner of said Lot; thence West along the South
line of said Lot 73.84 feet to a 3/4 inch iron rod marking the Southwest corner
of said lot; thence North, 148.83 feet more or less along the West line of said
Lot to the Northwest corner thereof; thence East along the North line of said
lot, 73.98 feet more or less to the place of beginning.
TRACT II:
Beginning at a railroad spike on the North line of and 75.15 feet West of the
Northeast corner of ▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇;
thence Southerly 148.53 feet to a 5/8 inch iron rod on the South line of and
75.2 feet West of the Southeast corner of said Lot; thence West along the South
line of said Lot, 73.84 feet to a 3/4 inch rod marking the Southwest corner of
said Lot; thence North 148.83 feet, more or less, along the West line of said
Lot to the Northwest corner thereof; thence East along the North line of said
Lot, 73.98 feet, more or less, to the place of beginning.
PARCEL II:
▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ of Corvallis, ▇▇▇▇▇▇ County, Oregon
(the "Property").
PARCEL III:
TRACT I: (Clinic Building)
Beginning at a point, said point being 1011.98 feet South and 393.70 feet East
of the Southwest corner of the Wm. ▇▇▇▇▇▇ Donation Land Claim No. 45 in Section
23, Township 11 South, Range ▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇; running thence South 36 degrees 45'30" West 82.54 feet to the
true point
EXHIBIT A TO LEASE
PAGE 1 OF 5
of beginning for the lease area; thence South 53 degrees 14'30" East 10 feet;
thence South 36 degrees 45'30" West 168.21 feet; thence North 53 degrees 14'30"
West 214.58 feet; thence North 36 degrees 45'30" East 58.40 feet; thence North
53 degrees 14'30" West 54.00 feet; thence North 36 degrees 45'30" East 38.33
feet to the Southerly line of that tract of land described in ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇-▇▇▇▇▇; thence North 58 degrees 19'13" East along said
Southerly line 62.76 feet; thence South 53 degrees 14'30" East 16.97 feet;
thence North 36 degrees 45'30" East 33.33 feet; thence South 53 degrees 14'30"
East 158.63 feet; thence South 36 degrees 45'30" West 20.21 feet; thence South
53 degrees 14'30" East 59.91 feet to the true point of beginning.
TRACT II: (Canopy overhang and support and access)
Beginning at a point, said point being 980.62 feet South and 94.37 feet East of
the Southwest corner of the Wm. ▇▇▇▇▇▇ Donation Land Claim No. 45 in Section ▇▇,
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ Base and Meridian, ▇▇▇▇▇▇ County,
Oregon, said point being on the Southerly line of the tract of land described in
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇-▇▇▇▇▇; running thence North 58 degrees 19'13"
East along said line 62.76 feet; thence North 53 degrees 14'30" West 23.07 feet;
thence South 36 degrees 45'30" West 58.35 feet to the point of beginning.
TRACT III:
A portion of land in the Northeast quarter of Section 23, Township 11 South,
Range ▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇; said parcel also being
in the ▇.▇. ▇▇▇▇▇ Donation Land Claim No. 47.
Commencing at a 1 inch bar which is the Southwest corner of the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Donation Land Claim No. 45; thence South 21 degrees 15'28" East, 1085.86 feet to
a 5/8 inch rod which is a reference point for this lease description; thence
North 79 degrees 06'43" West, 66.33 feet to a point which is the Northeast
corner of this lease description and the point of beginning; thence North 53
degrees 14'30" West, 149.50 feet to a point on the Southerly line of a tract of
land described in ▇▇▇▇▇▇ County Microfilm Records as M-39214; thence South 58
degrees 19'13" West along said line, 24.84 feet; thence South 36 degrees 45'30"
West, 10.23 feet; thence South 53 degrees 14'30" East, 158.63 feet, parallel to
and 33.33 feet from the most Northerly line of this lease description; thence
South 36 degrees 45'30" West, 20.21 feet; thence South 53 degrees 14'30" East,
29.58 feet; thence North 36 degrees 45'30" East, 40.46 feet; thence North 53
degrees 14'30" West, 25.58 feet; thence North 36 degrees 45'30" East, 5.00 feet;
thence North 53 degrees 14'30" West, 4.00 feet; thence North 36 degrees 45'30"
East, 8.08 feet to the point of beginning.
EASEMENT A:
Together with an easement for ingress and egress more particularly described as
follows:
A strip of land 24 feet wide being 12 feet on each side, when measured at right
angles to the following described center line:
Beginning at a point 1011.98 feet South and 393.70 feet East of the Southwest
corner of the Wm. ▇▇▇▇▇▇ Donation Land Claim No. 45 in Section ▇▇, ▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ Base and Meridian, ▇▇▇▇▇▇ County, Oregon;
Exhibit A to Lease
Page 2 of 5
thence South 31 degrees 55'30" East 207.99 feet; thence along a curve to the
right, the radius of which is 162.64 feet a distance of 87.14 feet; (the long
chord of which is South 16 degrees 34'30" East 86.11 feet); thence South 1
degree 13'31" East 0.70 feet more or less to the North line of Elks Drive
Extension.
EASEMENT B:
Together with an easement for ingress and egress more particularly described as
follows:
A strip of land 24 feet wide being 12 feet on each side when measured at right
angles to the following described center line:
Beginning at a point being 1201.43 feet South and 85.55 feet West of the
Southwest corner of the Wm. ▇▇▇▇▇▇ Donation Land Claim No. 45 in Section ▇▇,
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ Base and Meridian, ▇▇▇▇▇▇ County,
Oregon, said point being on the North line of Elks Drive Extension; running
thence North 36 degrees 45'30" East 382.20 feet to a point of curvature; thence
along a curve, the radius of which is 190.00 feet, to the left a distance of
78.71 feet to a point of tangency (the long chord of which is North 24 degrees
53'26" East 78.50 feet); thence North 13 degrees 01'21" East 151.54 feet to the
ending point of this easement.
EASEMENT B-1:
Together with an easement for ingress and egress over and across the following
described property:
Beginning at a point, said point being 933.86 feet South and 129.29 feet East of
the Southwest corner of the Wm. ▇▇▇▇▇▇ Donation Land Claim No. 45 in Section 23,
Township 11 South, Range 5 West, Willamette Meridian Base and Meridian, ▇▇▇▇▇▇
County, Oregon, said point being on the Southerly line of a 24 foot wide access
easement; thence North 36 degrees 45'30" East 32.00 feet; thence South 0 degrees
09'28" East 46.00 feet; thence North 53 degrees 14'30" West 33.04 feet to the
point of beginning.
EASEMENT C:
Together with an easement for ingress and egress more particularly described as
follows:
A strip of land 24 feet wide when measured at right angles to the following
described center line:
Beginning at a point, said point being 1101.68 feet South and 311.96 feet West
of the Southwest corner of the Wm. ▇▇▇▇▇▇ Donation Land Claim No. 45 in Section
▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ Base and Meridian, ▇▇▇▇▇▇
County, Oregon, said point also being South 79 degrees 07'52" West 65.89 feet
from the N.W. Satinwood on the North right of way line of N.W. Elks Drive
Extension; running thence North 10 degrees 52'09" East 65.82 feet to a point of
curvature; thence along a curve to the right, the radius of which is 480.00
feet, a distance of 216.89 feet the long chord of which is North 23 degrees
48'50" East 215.05 feet) to a point of tangency, thence North 36 degrees 45'30"
East 240.10 feet more or less to the center line of N.W. Samaritan Drive; thence
North 41 degrees 53'15" East 130.00 feet to the ending point.
EASEMENT D: (Samaritan Drive)
Exhibit A to Lease
Page 3 of 5
Together with an easement for ingress and egress more particularly described as
follows:
A strip of land 34 feet wide, being 17 feet on each side, when measured at right
angles to the following described center line:
Beginning at a point being 164.27 feet West and 586.14 feet South of the
Southwest corner of the Wm. ▇▇▇▇▇▇ Donation Land Claim No. 45 in Section ▇▇,
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ Base and Meridian, ▇▇▇▇▇▇ County,
Oregon; said point being on the Easterly right of way line of N.W. Satinwood;
running thence South 58 degrees 20'28" East, 75 feet; thence along a curve to
the right, the radius of which is 403 feet, a distance of 71.94 feet (the long
chord of which is South 53 degrees 13'37" East, 71.85 feet; thence South 48
degrees 06'45" East, 64.97 feet; thence along a curve to the left, the radius of
which is 397 feet, a distance of 590.88 feet (the long chord of which is North
89 degrees 14'56" East a distance of 537.80 feet) to the ending point of this
easement, excepting portions thereof lying in the property described in Parcels
1, 2 and 3 of document recorded as M-40189, Microfilm Records of ▇▇▇▇▇▇ County,
Oregon.
PARCEL IV:
Parcels 1 and 2, Partition Plat No. 92-22, recorded September 24, 1992, in the
Book of Partition Plats, ▇▇▇▇▇▇ County, Oregon.
PARCEL V (65-car parking lot and access road)
Beginning at a point, said point being 1011.98 feet South and 393.70 feet East
of the Southwest corner of the Wm. ▇▇▇▇▇▇ Donation Land Claim No. 45 in Section
▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ Base and Meridian, ▇▇▇▇▇▇
County, Oregon; thence South 58 degrees 04'30" West 12.00 feet; thence South 31
degrees 55'30" East 15.42 feet to the true point of beginning; thence South 36
degrees 45'30" West 233.97 feet; thence North 53 degrees 14'30" West 214.58
feet; thence North 36 degrees 45'30" East 58.40 feet; thence North 53 degrees
14'30" West 54.00 feet; thence South 36 degrees 45'30" West 174.72 feet; thence
South 53 degrees 14'30" East 197.19 feet; thence North 88 degrees 46'31" East
275.81 feet; thence North 36 degrees 45'30" East 123.58 feet; thence North 31
degrees 55'30" West 156.72 feet to the true point of beginning.
PARCEL VI (285-car parking lot)
Beginning at a point being 1201.43 feet South and 85.55 feet West of the
Southwest corner of the Wm. ▇▇▇▇▇▇ Donation Land Claim No. 45, in ▇▇▇▇▇▇▇ ▇▇,
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ Base and Meridian, ▇▇▇▇▇▇ County,
Oregon; thence North 53 degrees 24'29" West 12.00 feet; thence North 36 degrees
45'30" East 10.00 feet to the true point of beginning; thence North 53 degrees
24'27" West 17.13 feet; thence along a curve to the left of the radius of which
is 440 feet a distance of 197.54 feet (the
EXHIBIT A TO LEASE
PAGE 4 OF 5
long chord of which is North 66 degrees 16'09" West 195.88 feet); thence North
79 degrees 07'51" West 16.33 feet; thence North 10 degrees 52'09" East 55.82
feet, to a point of curvature; thence along a curve to the right, the radius of
which is 468.00 feet a distance of 211.47 feet (the long chord of which is North
23 degrees 48'50" East 209.67 feet) to the point of tangency; thence North 36
degrees 45'30" East 181.74 feet; thence South 53 degrees 14'30" East 294.00 feet
to a curve concaved Northwesterly, the radius of which is 178.00 feet; thence
along said curve a distance of 12.80 feet to a point of tangency (the long chord
of which is South 38 degrees 48'06" West 12.80 feet); thence South 36 degrees
45'30" West 372.20 feet to the true point of beginning.
PARCEL VII (43-car parking lot)
Beginning at a point, said point 746.70 feet South and 181.78 feet East of the
Southwest corner of the Wm. ▇▇▇▇▇▇ Donation Land Claim No. 45 in Section ▇▇,
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ Base and Meridian, ▇▇▇▇▇▇ County,
Oregon; thence North 13 degrees 01'21" East 75.06 feet; thence along a curve to
the right which is concaved Northeasterly, the radius of which is 267.00 feet, a
distance of 122.51 feet (the long chord of which is North 61 degrees 15'26" West
121.44 feet) to a point of tangency; thence North 48 degrees 06'45" West 86.24
feet; thence South 41 degrees 53'15" West 75.00 feet; thence South 48 degrees
06'45" East 86.24 feet; thence along a curve to the left, the radius of which is
342.00 feet a distance of 160.29 feet (the long chord of which is South 61
degrees 32'23" East 158.83 feet) to the point of beginning.
EXHIBIT A TO LEASE
PAGE 5 OF 5
EXHIBIT B
Basic Lease Data
Lease Agreement between
HEALTHCARE PARTNERS, L.L.C.,
an Oregon limited liability company, Lessor
and
THE CORVALLIS CLINIC, P.C.,
an Oregon professional corporation, Lessee
FACILITY SQUARE FOOTAGE OF FLOOR AREA BASE RENT
▇▇▇▇▇▇ Building 83,715 $100,458.00
▇▇▇▇▇▇ Building 47,459 56,950.80
C.F. Medical Building 5,762 6,914.40
Philomath Family Clinic 5,726 6,871.20
1 - EXHIBIT B
EXHIBIT C
AFTER RECORDING RETURN TO:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ & Grey
▇▇▇ ▇.▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
MEMORANDUM OF LEASE
KNOW ALL MEN BY THESE PRESENTS that HEALTHCARE PARTNERS, LLC, an Oregon
limited liability company, as the lessor, has leased to THE CORVALLIS CLINIC,
P.C., an Oregon professional corporation, as the lessee, by Lease Agreement
dated June 1, 1995 (herein the "Lease") the real property described on Exhibit
"A" attached hereto, together with all improvements on such real property
(herein collectively the "Premises"). The Lease contains provisions that permit
the lessee to acquire the Premises.
Dated this 1st day of June, 1995.
LESSOR: LESSEE:
HEALTHCARE PARTNERS, LLC, an THE CORVALLIS CLINIC, P.C., an
Oregon limited liability company Oregon professional corporation
By: THE CORVALLIS CLINIC,
P.C., an Oregon professional
corporation, Member
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------- -----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------- ---------------------------------
Its: PRESIDENT Its: PRESIDENT
--------------------------- ----------------------------------
By: GOOD SAMARITAN HOSPITAL CORVALLIS,
an Oregon nonprofit corporation,
Member
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------
Its: PRESIDENT
---------------------------
(Acknowledgments on next page)
1 - MEMORANDUM OF LEASE
(Continued from prior page)
STATE OF OREGON )
) ss.
County of ▇▇▇▇▇▇ )
This instrument was acknowledged before me this 1st day of June, 1995,
by __________________, _____________________ of The Corvallis Clinic, P.C., an
Oregon professional corporation, as Member of HEALTHCARE PARTNERS, LLC, an
Oregon limited liability company, on behalf of the company.
---------------------------------------
NOTARY PUBLIC FOR OREGON
My Commission Expires: ________________
STATE OF OREGON )
) ss.
County of ▇▇▇▇▇▇ )
This instrument was acknowledged before me this 1st day of June, 1995,
by __________________, ___________________________________ of GOOD SAMARITAN
HOSPITAL CORVALLIS, an Oregon nonprofit corporation, as Member of HEALTHCARE
PARTNERS, LLC, an Oregon limited liability company, on behalf of the company.
---------------------------------------
NOTARY PUBLIC FOR OREGON
My Commission Expires: ________________
STATE OF OREGON )
) ss.
County of ▇▇▇▇▇▇ )
This instrument was acknowledged before me this 1st day of June, 1995,
by _________________, _______________________________________ of THE CORVALLIS
CLINIC, P.C., an Oregon professional corporation, on behalf of the corporation.
---------------------------------------
NOTARY PUBLIC FOR OREGON
My Commission Expires: ________________
2 - MEMORANDUM OF LEASE